SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 26, 1997
GE CAPITAL MORTGAGE SERVICES, INC.
(as Seller and Servicer under the Pooling and
Servicing Agreement, dated as of September 1, 1997,
providing for the issuance of REMIC Multi-Class
Pass-Through Certificates, Series 1997-10)
GE Capital Mortgage Services, Inc.
(Exact name of registrant as specified in its charter)
New Jersey 33-5042 21-0627285
---------------------------------------------------------------
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
Three Executive Campus
Cherry Hill, New Jersey 08002
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (609) 661-6100
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
General.
On September 26, 1997 GE Capital Mortgage Services, Inc.,
("GECMSI") offered to investors certain classes of its REMIC
Multi-Class Pass-Through Certificates, Series 1997-10 (the
"Certificates") evidencing beneficial ownership interests in a
trust fund (the "Trust Fund"). The assets of the Trust Fund
consist primarily of a pool ("Pool 1997-10") of conventional,
one- to four-family residential loans (the "Mortgage Loans").
Capitalized terms used herein and not otherwise defined shall
have the meanings assigned to them in the Prospectus dated May 8,
1997 as supplemented by the Prospectus Supplement dated September
24, 1997.
The original principal balance of each Class of the Certificates
is as follows:
Class A1 $50,000,000.00
Class A2 $20,289,000.00
Class A3 $29,648,258.00
Class A4 $10,052,742.00
Class A5 $20,270,345.00
Class A6 $20,500,000.00
Class PO $8,554.70
Class M $1,551,000.00
Class B1 $775,000.00
Class B2 $775,000.00
Class B3 $465,000.00
Class B4 $310,000.00
Class B5 $388,108.11
Class R $100.00
Class S (1)
---------------
Total : $155,033,107.81
(1) The Class S Certificates are issued with an initial Notional
Principal Balance of $154,341,560.15 and shall bear interest
at the Strip Rate (as defined in the Pooling and Servicing
Agreement).
The initial Junior Percentage and Senior Percentage for Pool
1997-10 are approximately 2.75% and 97.25%, respectively. The
Category A Percentage and Category B Percentage are 33.16519794%
and 66.83480206%, respectively. The initial Class A6 Percentage
is approximately 20.35%. The "Bankruptcy Loss Amount," the "Fraud
Loss Amount" and the "Special Hazard Loss Amount" for Pool
1997-10 as of the initial issuance of the Certificates are
$100,000, $1,550,331 and $2,661,201, respectively, representing
approximately 0.06%, 1.00%, and 1.72%, respectively, of the
aggregate Scheduled Principal Balances of the Mortgage Loans as
of September 1, 1997 (the "Cut-off Date").
2
<PAGE>
Description of the Mortgage Pool and the Mortgaged Properties
Pool 1997-10
Pool 1997-10 consists primarily of fixed-rate, fully-amortizing
conventional Mortgage Loans evidenced by Mortgage Notes which
have original maturities of 10 to 15 years and an aggregate
outstanding Scheduled Principal Balance as of the Cut-off Date,
after deducting payments of principal due on or before such date
and prepayments of principal received before such date, of
$155,033,107.81.
The interest rates (the "Mortgage Rates") borne by the 490
Mortgage Loans conveyed by GECMSI to Pool 1997-10 range from
6.8750% to 9.1250% and the weighted average Mortgage Rate as of
the Cut-off Date is 7.6461% per annum (all weighted averages in
this filing are weighted by aggregate outstanding Scheduled
Principal Balance as of the Cut-off Date). At origination, the
principal balances of the Mortgage Loans in Pool 1997-10 ranged
from $34,200.00 to $1,000,000.00, and, as of the Cut-off Date,
the average outstanding Scheduled Principal Balance of the
Mortgage Loans in Pool 1997-10 is $316,394.10 after application
of principal payments due on or before the Cut-off Date and
prepayments of principal received before such date. The earliest
origination date of any Mortgage Loan in Pool 1997-10 is October
1991, and the latest scheduled maturity date of any such Mortgage
Loan is September 2012. The weighted average loan-to-value ratio
of the Mortgage Loans at origination in Pool 1997-10 is 70.0923%.
3
<PAGE>
The Mortgage Loans in Pool 1997-10 have the following
characteristics as of the Cut-off Date.
a) The following table sets forth information, as of the Cut-off
Date, with respect to the Mortgage Rates borne by the Mortgage
Loans in Pool 1997-10:
AGGREGATE % OF
BALANCES POOL BY
MORTGAGE # OF AS OF AGGREGATE
RATES LOANS CUT-OFF DATE BALANCE
-------- ----- ------------ ---------
6.8750% 2 $691,547.66 0.4461%
7.0000% 9 $3,081,392.67 1.9876%
7.1250% 14 $4,905,793.14 3.1644%
7.2500% 30 $10,091,297.14 6.5091%
7.3750% 48 $15,550,472.31 10.0304%
7.5000% 75 $24,154,521.43 15.5802%
7.6250% 79 $25,591,860.99 16.5074%
7.7500% 88 $26,929,478.18 17.3700%
7.8750% 69 $21,952,614.48 14.1600%
7.9900% 1 $295,217.80 0.1904%
8.0000% 45 $13,467,677.82 8.6870%
8.1250% 12 $4,494,770.38 2.8992%
8.2500% 11 $2,907,161.12 1.8752%
8.3750% 3 $629,680.00 0.4062%
8.5000% 2 $161,579.25 0.1042%
8.5560% 1 $30,580.19 0.0197%
9.1250% 1 $97,463.25 0.0629%
---- --------------- ---------
Total 490 $155,033,107.81 100.0000%
4
<PAGE>
b) The following table sets forth information, as of the Cut-off
Date, with respect to the original principal balances of the
Mortgage Loans in Pool 1997-10 :
AGGREGATE % OF
BALANCES POOL BY
ORIGINAL # OF AS OF AGGREGATE
BALANCES LOANS CUT-OFF DATE BALANCE
-------- ----- ------------ ---------
$ 0 - 214,600 24 $2,459,669.00 1.5865%
$214,601 - 250,000 111 $26,226,495.45 16.9167%
$250,001 - 300,000 144 $40,036,983.40 25.8249%
$300,001 - 350,000 81 $26,129,655.22 16.8542%
$350,001 - 400,000 41 $15,416,822.03 9.9442%
$400,001 - 450,000 30 $12,385,387.48 7.9889%
$450,001 - 600,000 47 $23,782,701.24 15.3404%
$600,001 - 650,000 7 $4,371,030.92 2.8194%
$650,001 - 1,000,000 5 $4,224,363.07 2.7248%
---- --------------- ---------
Total 490 $155,033,107.81 100.0000%
The largest outstanding Mortgage Loan Scheduled Principal
Balance, as of the Cut-off Date, in Pool 1997-10 is $992,045.56.
The smallest outstanding Mortgage Loan Scheduled Principal
Balance, as of the Cut-off Date, in Pool 1997-10 is $30,580.19.
c) The following table sets forth information, as of the Cut-off
Date, with respect to the years of origination of the
Mortgage Loans in Pool 1997-10:
AGGREGATE % OF
BALANCES POOL BY
YEAR OF # OF AS OF AGGREGATE
ORIGINATION LOANS CUT-OFF DATE BALANCE
----------- ----- ------------ ---------
1991 1 $97,463.25 0.0629%
1994 1 $30,580.19 0.0197%
1996 2 $807,540.39 0.5209%
1997 486 $154,097,523.98 99.3965%
---- --------------- ---------
Total 490 $155,033,107.81 100.0000%
5
<PAGE>
d) The following table sets forth information, as of the
Cut-off Date, with respect to the loan-to-value ratios of
the Mortgage Loans at origination in Pool 1997-10:
LOAN- AGGREGATE % OF
TO-VALUE BALANCES POOL BY
RATIO AT # OF AS OF AGGREGATE
ORIGINATION LOANS CUT-OFF DATE BALANCE
----------- ----- ------------ ---------
00.000 - 50.00 46 $14,791,255.34 9.5407%
50.001 - 60.00 52 $16,074,922.56 10.3687%
60.001 - 70.00 93 $32,168,174.68 20.7492%
70.001 - 75.00 85 $27,229,854.99 17.5639%
75.001 - 80.00 185 $57,399,326.32 37.0239%
80.001 - 85.00 5 $1,404,221.43 0.9058%
85.001 - 90.00 17 $4,376,102.28 2.8227%
90.001 - 95.00 7 $1,589,250.21 1.0251%
95.001 - 100.00 0 $0.00 0.0000%
---- --------------- ---------
Total 490 $155,033,107.81 100.0000%
e) The following table sets forth information, as of the Cut-off
Date, with respect to the Mortgaged Properties securing the
Mortgage Loans in Pool 1997-10:
AGGREGATE % OF
BALANCES POOL BY
TYPE OF # OF AS OF AGGREGATE
DWELLING LOANS CUT-OFF DATE BALANCE
- -------- ----- ------------ ---------
Single-family
detached 462 $146,882,189.64 94.7425%
Single-family
attached 7 $2,464,547.87 1.5897%
Condominium 19 $5,129,157.50 3.3084%
2 - 4 Family Units 2 $557,212.80 0.3594%
---- --------------- ---------
Total 490 $155,033,107.81 100.0000%
f) The following table sets forth information, as of the Cut-off
Date, with respect to the occupancy status of the Mortgaged
Properties securing the Mortgage Loans as represented by
mortgagors at origination in Pool 1997-10:
AGGREGATE % OF
BALANCES POOL BY
# OF AS OF AGGREGATE
OCCUPANCY LOANS CUT-OFF DATE BALANCE
- --------- ----- ------------ ---------
Owner Occupied 457 $145,689,662.99 93.9733%
Vacation 30 $8,730,066.59 5.6311%
Investment 3 $613,378.23 0.3956%
---- --------------- ---------
Total 490 $155,033,107.81 100.0000%
6
<PAGE>
g) The following table sets forth information, as of the Cut-off
Date, with respect to the geographic distribution of the
Mortgaged Properties securing the Mortgage Loans in Pool
1997-10:
AGGREGATE % OF
BALANCES POOL BY
# OF AS OF AGGREGATE
STATE LOANS CUT-OFF DATE BALANCE
- ----- ----- ------------ ---------
Alabama 2 $635,831.20 0.4101%
Arizona 11 $3,346,921.36 2.1588%
California 187 $64,999,316.54 41.9262%
Colorado 19 $5,757,018.83 3.7134%
Connecticut 6 $1,819,764.13 1.1738%
Dist of Columbia 2 $729,743.25 0.4707%
Delaware 2 $909,047.02 0.5864%
Florida 19 $4,659,113.35 3.0052%
Georgia 11 $2,806,597.22 1.8103%
Iowa 2 $499,203.51 0.3220%
Illinois 13 $3,431,691.20 2.2135%
Indiana 2 $750,637.78 0.4842%
Kansas 4 $976,446.58 0.6298%
Kentucky 5 $1,670,929.43 1.0778%
Louisiana 4 $938,914.37 0.6056%
Massachusetts 14 $4,309,632.54 2.7798%
Maryland 5 $1,305,970.85 0.8424%
Michigan 4 $1,033,922.42 0.6669%
Minnesota 6 $2,558,585.06 1.6503%
Missouri 3 $877,157.89 0.5658%
Montana 2 $635,195.82 0.4097%
North Carolina 5 $2,017,090.60 1.3011%
Nebraska 2 $685,345.47 0.4421%
New Hampshire 1 $442,084.04 0.2852%
New Jersey 19 $5,557,054.41 3.5844%
New Mexico 4 $981,458.95 0.6331%
Nevada 6 $1,813,185.74 1.1695%
New York 14 $3,383,829.18 2.1826%
Ohio 7 $2,608,316.51 1.6824%
Oregon 10 $3,118,389.26 2.0114%
Pennsylvania 16 $5,644,807.29 3.6411%
South Carolina 2 $827,989.66 0.5341%
Tennessee 5 $1,423,168.96 0.9180%
Texas 40 $11,370,763.96 7.3345%
Utah 4 $1,096,931.18 0.7075%
Virginia 12 $3,637,715.55 2.3464%
Washington 16 $4,694,168.70 3.0278%
Wisconsin 4 $1,079,168.00 0.6961%
---- --------------- ---------
Total 490 $155,033,107.81 100.0000%
7
<PAGE>
h) The following table sets forth information, as of the Cut-off
Date, with respect to the maturity dates of the Mortgage
Loans in Pool 1997-10:
AGGREGATE % OF
BALANCES POOL BY
YEAR OF # OF AS OF AGGREGATE
MATURITY LOANS CUT-OFF DATE BALANCE
-------- ----- ------------ ---------
2006 1 $97,463.25 0.0629%
2007 4 $814,739.64 0.5255%
2009 1 $30,580.19 0.0197%
2011 2 $807,540.39 0.5209%
2012 482 $153,282,784.34 98.8710%
---- --------------- ---------
Total 490 $155,033,107.81 100.0000%
The weighted average scheduled remaining term to maturity of the
Mortgage Loans in Pool 1997-10 calculated as of the Cut-off Date
is 178 months.
i) The following table sets forth information, as of the Cut-off
Date, with respect to the purpose of the Mortgage Loans in
Pool 1997-10:
AGGREGATE % OF
BALANCES POOL BY
PURPOSE # OF AS OF AGGREGATE
OF LOAN LOANS CUT-OFF DATE BALANCE
- ------- ----- ------------ ---------
Purchase 260 $81,518,139.62 52.5811%
Rate Term/Refinance 187 $60,474,801.67 39.0077%
Cash-out Refinance 43 $13,040,166.52 8.4112%
---- --------------- ---------
Total 490 $155,033,107.81 100.0000%
8
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND
EXHIBITS.
1.1 The Underwriting Agreement, dated as of October 23, 1995,
and the related Terms Agreement, dated as of September 26,
1997, for the Series 1997-10 Certificates between GE Capital
Mortgage Services, Inc. and Salomon Brothers Inc.
4.1 The Pooling and Servicing Agreement for the Series 1997-10
Certificates, dated as of September 1, 1997, between GE
Capital Mortgage Services, Inc., as seller and servicer,
and State Street Bank and Trust Company, as trustee.
9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GE Capital Mortgage Services, Inc.
By: /s/ Syed W. Ali
----------------------
Name: Syed W. Ali
Title: Vice President
Dated as of September 26, 1997
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GE Capital Mortgage Services, Inc.
By:
----------------------
Name: Syed W. Ali
Title: Vice President
Dated as of September 26, 1997
11
<PAGE>
EXHIBIT INDEX
The exhibits are being filed herewith:
- -----------------------------------------------------------------------
EXHIBIT NO. DESCRIPTION PAGE
- -----------------------------------------------------------------------
1.1 The Underwriting Agreement,
dated as of October 23, 1995, and
the related Terms Agreement,
dated as of September 24, 1997,
between GE Capital Mortgage
Services, Inc. and Salomon
Brothers Inc.
The Pooling and Servicing
4.1 Agreement for the Series 1997-10
Certificates, dated as of September 1,
1997, between GE Capital Mortgage
Services, Inc., as seller and
servicer, and State Street Bank and
Trust Company,
as trustee.
- -----------------------------------------------------------------------
12
EXECUTION
GE CAPITAL MORTGAGE SERVICES, INC.
PASS-THROUGH CERTIFICATES
(Issuable in Series)
UNDERWRITING AGREEMENT
Salomon Brothers Inc New York, New York
Seven World Trade Center October 23, 1995
New York, New York 10048
Ladies and Gentlemen:
GE Capital Mortgage Services, Inc., a corporation
organized and existing under the laws of the State of New Jersey
(the "Company"), may offer for sale to you (the "Underwriter")
from time to time its Pass-Through Certificates evidencing
interests in pools of mortgage loans (the "Certificates"). The
Certificates may be issued in various series, and within each
series, in one or more classes, in one or more offerings on terms
determined at the time of sale (each such series, a "Series" and
each such class, a "Class"). Each Series of the Certificates will
be issued under a separate Pooling and Servicing Agreement (each,
a "Pooling and Servicing Agreement") to be dated as of the
respective cut-off date (each, a "Cut-off Date") between the
Company, as seller and servicer, and State Street Bank and Trust
Company, as trustee (the "Trustee"). Capitalized terms used but
not defined herein shall have the meanings given to them in the
related Pooling and Servicing Agreement.
The Certificates issued under each Pooling and
Servicing Agreement will represent the entire beneficial
ownership interest in a trust fund (the "Trust Fund") established
by such Pooling and Servicing Agreement. The assets of each Trust
Fund will consist primarily of a pool of conventional, fixed
rate, first lien, fully amortizing, one- to four-family
residential mortgage loans (the "Mortgage Loans") having the
original terms to maturity specified in the related Terms
Agreement referred to hereinbelow. If so specified in the related
Terms Agreement, one or more elections may be made to treat the
assets of each Trust Fund as a real estate mortgage investment
conduit (each, a "REMIC") for federal income tax purposes.
<PAGE>
Whenever the Company determines to make an offering of
Certificates (each, a "Certificate Offering") pursuant to this
Agreement through you, it will enter into an agreement with you
(the "Terms Agreement") providing for the sale of specified
Classes of Offered Certificates (as defined below) to, and the
purchase and public offering thereof by, you. Each such
Certificate Offering which the Company elects to make pursuant to
this Agreement shall be governed by this Agreement, as
supplemented by the related Terms Agreement. Each Terms
Agreement, which shall be substantially in the form of Exhibit A
hereto, shall specify, among other things, the Classes of
Certificates to be purchased by the Underwriter (the "Offered
Certificates"), the principal balance or balances of the Offered
Certificates, each subject to any stated variance, and the price
or prices at which such Offered Certificates are to be purchased
by the Underwriter from the Company.
1. Representations and Warranties. (a) The Company
represents and warrants to and agrees with the Underwriter, as of
the date of the related Terms Agreement, that:
(i) The registration statement specified
in the related Terms Agreement, on Form S-3, including
a prospectus, has been filed with the Securities and
Exchange Commission (the "Commission") for the
registration under the Securities Act of 1933, as
amended (the "Act"), of pass-through certificates
issuable in series, which registration statement has
been declared effective by the Commission. Such
registration statement, as amended to the date of the
related Terms Agreement, including any documents
incorporated by reference therein pursuant to Item 12
of Form S-3 under the Act which were filed under the
Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on or before the effective date of
the Registration Statement, is hereinafter called the
"Registration Statement," and such prospectus, as such
prospectus is supplemented by a prospectus supplement
relating to the Offered Certificates of the related
Series, each in the form first filed after the date of
the related Terms Agreement pursuant to Rule 424(b)
under the Act, including any documents incorporated by
reference therein pursuant to Item 12 of Form S-3
under the Act which were filed under the Exchange Act
on or before the date of such Prospectus Supplement
(other than any such incorporated documents that
relate to Collateral Term Sheets (as defined
herein))(such prospectus supplement, including such
incorporated documents (other than those that relate
to Collateral Term Sheets), in the form first filed
after the date of the related Terms Agreement pursuant
to Rule 424(b) is hereinafter called the "Prospectus
Supplement"), is
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<PAGE>
hereinafter called the "Prospectus". Any reference
herein to the terms "amend," "amendment" or
"supplement" with respect to the Registration
Statement, the Prospectus or the Prospectus Supplement
shall be deemed to refer to and include the filing of
any document under the Exchange Act after the
effective date of the Registration Statement or the
issue date of the Prospectus or Prospectus Supplement,
as the case may be, deemed to be incorporated therein
by reference pursuant to Item 12 of Form S-3 under the
Act.
(ii) The related Registration Statement,
at the time it became effective, and the prospectus
contained therein, and any amendments thereof and
supplements thereto filed prior to the date of the
related Terms Agreement, conformed in all material
respects to the requirements of the Act and the rules
and regulations of the Commission thereunder; on the
date of the related Terms Agreement and on each
Closing Date (as defined in Section 3 below), the
related Registration Statement and the related
Prospectus, and any amendments thereof and supplements
thereto, will conform in all material respects to the
requirements of the Act and the rules and regulations
of the Commission thereunder; such Registration
Statement, at the time it became effective, did not
contain any untrue statement of a material fact or
omit to state a material fact required to be stated
therein or necessary to make the statements therein
not misleading; such Prospectus, on the date of any
filing pursuant to Rule 424(b) and on each Closing
Date, will not include any untrue statement of a
material fact or omit to state a material fact
necessary to make the statements therein, in the light
of the circumstances under which they are made, not
misleading; and the Detailed Description referred to
in such Prospectus, on each Closing Date and the date
of any filing thereof under cover of Form 8-K, will
not include any untrue statement of a material fact or
omit to state any information which such Prospectus
states will be included in such Detailed Description;
provided, however, that the Company makes no
representations or warranties as to the information
contained in or omitted from (A) such Registration
Statement or such Prospectus (or any supplement
thereto) in reliance upon and in conformity with
written information furnished to the Company by or on
behalf of the Underwriter specifically for use in the
preparation thereof or (B) any Current Report (as
defined in Section 5(b) below), or in any amendment
thereof or supplement thereto, incorporated by
reference in such Registration Statement or such
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<PAGE>
Prospectus (or any amendment thereof or supplement
thereto).
(iii) The Certificates of the related
Series will conform to the description thereof
contained in the related Prospectus; will each, if
rated at the time of issuance in one of the two
highest rating categories by a nationally recognized
statistical rating organization, be when issued a
"mortgage related security" as such term is defined in
Section 3(a)(41) of the Exchange Act, and will each on
the related Closing Date be duly and validly
authorized, and, when validly executed, countersigned,
issued and delivered in accordance with the related
Pooling and Servicing Agreement and sold to you as
provided herein and in the related Terms Agreement,
will each be validly issued and outstanding and
entitled to the benefits of the related Pooling and
Servicing Agreement.
(iv) Neither the issuance nor sale of the
Certificates of the related Series nor the
consummation of any other of the transactions herein
contemplated, nor the fulfillment of the terms hereof
or of the related Terms Agreement, will conflict with
any statute, order or regulation applicable to the
Company of any court, regulatory body, administrative
agency or governmental body having jurisdiction over
the Company or with any organizational document of the
Company or any instrument or any agreement under which
the Company is bound or to which it is a party.
(v) This Agreement and the related Terms
Agreement have been duly authorized, executed and
delivered by the Company.
(vi) At or prior to the related Closing
Date, the Company will have entered into the related
Pooling and Servicing Agreement and, assuming the due
authorization, execution and delivery thereof by the
Trustee, such Pooling and Servicing Agreement (on such
Closing Date) will constitute the valid and binding
agreement of the Company enforceable in accordance
with its terms, subject as to enforceability, to
bankruptcy, insolvency, reorganization or other
similar laws affecting creditors' rights and to
general principles of equity (regardless of whether
the enforceability of such Pooling and Servicing
Agreement is considered in a proceeding in equity or
at law).
2. Purchase and Sale. Subject to the execution of
the Terms Agreement for a particular Certificate Offering and
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<PAGE>
subject to the terms and conditions and in reliance upon the
representations and warranties set forth in this Agreement and
such Terms Agreement, the Company agrees to sell to the
Underwriter, and the Underwriter agrees to purchase from the
Company, all, but not less than all, of the related Offered
Certificates at the purchase price therefor set forth in such
Terms Agreement (the "Purchase Price").
The parties hereto agree that settlement for all
securities sold pursuant to this Agreement and the applicable
Terms Agreement shall take place on the settlement date agreed
upon at the time of the related transaction and set forth as the
"Closing Date" in such Terms Agreement and not as set forth in
Rule 15c6-1(a) of the Exchange Act.
3. Delivery and Payment. Delivery of and payment for
the Offered Certificates of a Series shall be made at the offices
of Cleary, Gottlieb, Steen & Hamilton, New York, New York, at
10:00 A.M., New York City time, on the Closing Date specified in
the related Terms Agreement, which date and time may be postponed
by agreement between the Underwriter and the Company (such date
and time being herein called the "Closing Date"). Delivery of
such Offered Certificates shall be made to the Underwriter
against payment by the Underwriter of the Purchase Price thereof
to or upon the order of the Company by wire transfer in federal
or other immediately available funds or by check payable in
federal funds, as the Company shall specify no later than five
full business days prior to such Closing Date. Unless delivery is
made through the facilities of The Depository Trust Company, the
Offered Certificates shall be registered in such names and in
such authorized denominations as the Underwriter may request not
less than two full business days in advance of each Closing Date.
The Company agrees to notify the Underwriter at least
two business days before each Closing Date of the exact principal
balance evidenced by the Offered Certificates and to have such
Offered Certificates available for inspection, checking and
packaging in New York, New York, no later than 12:00 noon on the
business day prior to such Closing Date.
4. Offering by the Underwriter. It is understood that
the Underwriter proposes to offer the Offered Certificates of the
related Series for sale to the public as set forth in the related
Prospectus.
5. Agreements. The Company agrees with the
Underwriter that:
(a) The Company will cause the Prospectus as
supplemented by a Prospectus Supplement relating to the
Offered Certificates to be filed pursuant to Rule 424 under
the Act and will promptly advise the Underwriter when such
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<PAGE>
Prospectus as so supplemented has been so filed, and prior
to the termination of the Certificate Offering to which
such Prospectus relates also will promptly advise the
Underwriter (i) when any amendment to the related
Registration Statement specifically relating to such
Offered Certificates shall have become effective or any
further supplement to such Prospectus has been filed, (ii)
of any request by the Commission for any amendment of such
Registration Statement or Prospectus or for any additional
information, (iii) of the issuance by the Commission of any
stop order suspending the effectiveness of such
Registration Statement or the institution or threatening of
any proceeding for that purpose and (iv) of the receipt by
the Company of any written notification with respect to the
suspension of the qualification of such Offered
Certificates for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose. The
Company will not file any amendment of the related
Registration Statement or supplement to the related
Prospectus (other than any amendment or supplement
specifically relating to one or more Series of pass-through
certificates other than the Series that includes the
related Offered Certificates) unless the Company has
furnished the Underwriter with a copy for its review prior
to filing. The Company will use its best efforts to prevent
the issuance of any such stop order and, if issued, to
obtain as soon as possible the withdrawal thereof.
(b) The Company will cause any Computational
Materials and any Structural Term Sheets (each as defined
in Section 8 below) with respect to the Offered
Certificates of a Series that are delivered by the
Underwriter to the Company pursuant to Section 8 to be
filed with the Commission on a Current Report on Form 8-K
(a "Current Report") pursuant to Rule 13a-11 under the
Exchange Act on the business day immediately following the
later of (i) the day on which such Computational Materials
and Structural Term Sheets are delivered to counsel for the
Company by the Underwriter prior to 10:30 a.m. and (ii) the
date on which this Agreement is executed and delivered. The
Company will cause one Collateral Term Sheet (as defined in
Section 9 below) with respect to the Offered Certificates
of a Series that is delivered by the Underwriter to the
Company in accordance with the provisions of Section 9 to
be filed with the Commission on a Current Report pursuant
to Rule 13a-11 under the Exchange Act on the business day
immediately following the day on which such Collateral Term
Sheet is delivered to counsel for the Company by the
Underwriter prior to 10:30 a.m. In addition, if at any time
prior to the availability of the related Prospectus
Supplement the Underwriter has delivered to any prospective
investor a Collateral Term Sheet that reflects, in the
reasonable
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judgment of the Underwriter and the Company, a material
change in the characteristics of the Mortgage Loans for the
related Series from those on which a Collateral Term Sheet
with respect to the related Series previously filed with
the Commission was based, the Company will cause any such
Collateral Term Sheet that is delivered by the Underwriter
to the Company in accordance with the provisions of Section
9 to be filed with the Commission on a Current Report on
the business day immediately following the day on which
such Collateral Term Sheet is delivered to counsel for the
Company by the Underwriter prior to 10:30 a.m. In each
case, the Company will promptly advise the Underwriter when
such Current Report has been so filed. Each such Current
Report shall be incorporated by reference in the related
Prospectus and the related Registration Statement.
Notwithstanding the five preceding sentences, the Company
shall have no obligation to file any materials provided by
the Underwriter pursuant to Sections 8 and 9 which, in the
reasonable determination of the Company after making
reasonable efforts to consult with the Underwriter, are not
required to be filed pursuant to the Kidder Letters or the
PSA Letter (each as defined in Section 8 below), or which
contain erroneous information or contain any untrue
statement of a material fact or, when read in conjunction
with the Prospectus and Prospectus Supplement, omit to
state a material fact required to be stated therein or
necessary to make the statements therein not misleading; it
being understood, however, that the Company shall have no
obligation to review or pass upon the accuracy or adequacy
of, or to correct, any Computational Materials, Structural
Term Sheets or Collateral Term Sheets provided by the
Underwriter to the Company pursuant to Section 8 or Section
9 hereof.
(c) If, at any time when a prospectus relating to
the Offered Certificates of a Series is required to be
delivered under the Act, any event occurs as a result of
which the related Prospectus as then amended or
supplemented would include any untrue statement of a
material fact or omit to state any material fact necessary
to make the statements therein in light of the
circumstances under which they were made not misleading, or
if it shall be necessary at any time to amend or supplement
the related Prospectus to comply with the Act or the rules
thereunder, the Company promptly will prepare and file with
the Commission, subject to paragraph (a) of this Section 5,
an amendment or supplement which will correct such
statement or omission or an amendment which will effect
such compliance; provided, however, that the Company will
not be required to file any such amendment or supplement
with respect to any Computational Materials, Structural
Term Sheets or Collateral Term Sheets incorporated by
reference in the
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<PAGE>
Prospectus other than any amendments or supplements of such
Computational Materials or Structural Term Sheets that are
furnished to the Company by the Underwriter pursuant to
Section 8(e) hereof or any amendments or supplements of
such Collateral Term Sheets that are furnished to the
Company by the Underwriter pursuant to Section 9(d) hereof
which the Company determines to file in accordance
therewith.
(d) The Company will furnish to the Underwriter
and counsel for the Underwriter, without charge, as many
signed copies of the related Registration Statement
(including exhibits thereto) and, so long as delivery of a
prospectus by the Underwriter or dealer may be required by
the Act, as many copies of the related Prospectus and any
supplements thereto (other than exhibits to the related
Current Report) as the Underwriter may reasonably request.
(e) The Company will furnish such information,
execute such instruments and take such actions as may be
reasonably requested by the Underwriter to qualify the
Offered Certificates of a Series for sale under the laws of
such jurisdictions as the Underwriter may designate, to
maintain such qualifications in effect so long as required
for the distribution of such Offered Certificates and to
determine the legality of such Offered Certificates for
purchase by institutional investors; provided, however,
that the Company shall not be required to qualify to do
business in any jurisdiction where it is not qualified on
the date of the related Terms Agreement or to take any
action which would subject it to general or unlimited
service of process in any jurisdiction in which it is not,
on the date of the related Terms Agreement, subject to such
service of process.
(f) So long as the Offered Certificates of a
Series are outstanding, the Company will furnish to the
Underwriter copies of the annual independent public
accountants' servicing report furnished to the Trustee
pursuant to Section 3.13 of the related Pooling and
Servicing Agreement.
(g) Whether or not the transactions contemplated
hereby and by the related Terms Agreement shall be
consummated, the Company shall be responsible for the
payment of any costs and expenses for which details are
submitted, in connection with the performance of its
obligations under this Agreement and the related Terms
Agreement, including, without limitation, (a) the cost and
expenses of printing or otherwise reproducing the related
Registration Statement or Prospectus, this Agreement, the
related Terms Agreement, the related Pooling and Servicing
Agreement and the Offered Certificates, and (b) the cost of
delivering the related Offered Certificates to the office
of
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<PAGE>
the Underwriter, insured to the satisfaction of the
Underwriter (it being understood that, except as provided
in this paragraph (f) and in Section 7 hereof, the
Underwriter will pay all its own costs and expenses,
including the fees of Brown & Wood, counsel for the
Underwriter, transfer taxes on resale of any Offered
Certificates by it, advertising expenses connected with any
offers that it may make, the fees of KPMG Peat Marwick with
respect to its letters furnished pursuant to Section 6(i)
of the Agreement and any letter furnished pursuant to the
last sentence of Section 6(h) hereof, the fees of any firm
of public accountants selected by the Underwriter with
respect to their letter furnished pursuant to Section 8(c)
of the Agreement and any other costs and expenses specified
in the related Terms Agreement as "Additional Expenses").
6. Conditions to the Obligations of the Underwriter.
The obligations of the Underwriter to purchase the Offered
Certificates of any Series shall be subject to the accuracy in
all material respects of the representations and warranties on
the part of the Company contained in this Agreement, as
supplemented by the related Terms Agreement, as of the respective
dates thereof and the related Closing Date, to the accuracy of
the statements of the Company made in any applicable officers'
certificates pursuant to the provisions hereof, to the
performance by the Company of its obligations under this
Agreement and such Terms Agreement and to the following
additional conditions applicable to the related Certificate
Offering:
(a) No stop order suspending the effectiveness of
the related Registration Statement shall have been issued
and no proceedings for that purpose shall have been
instituted or threatened.
(b) Cleary, Gottlieb, Steen & Hamilton, counsel
for the Company, shall have furnished to the Underwriter an
opinion, dated the related Closing Date, to the effect
that:
(i) this Agreement and the related Terms
Agreement have been duly executed and delivered by the
Company under the law of the State of New York;
(ii) the related Pooling and Servicing
Agreement has been duly executed and delivered by the
Company under the law of the State of New York and is
a legal, valid and binding agreement of the Company
enforceable against the Company in accordance with its
terms;
(iii) the Offered Certificates, when duly
executed and countersigned by the Trustee in accordance
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<PAGE>
with the related Pooling and Servicing Agreement, will
be validly issued and outstanding and entitled to the
benefits of such Pooling and Servicing Agreement;
(iv) the related Pooling and Servicing
Agreement is not required to be qualified under the
Trust Indenture Act of 1939, as amended, and the trust
created thereunder is not required to be registered
under the Investment Company Act of 1940, as amended;
(v) such counsel confirms that (based
solely upon telephone confirmation from a
representative of the Commission) the related
Registration Statement is effective under the Act and,
to the best of such counsel's knowledge, no stop order
with respect thereto has been issued, and no
proceeding for that purpose has been instituted or
threatened by the Commission; such Registration
Statement (except the financial statements and
schedules and other financial and statistical data
included therein and the documents incorporated by
reference therein, as to which such counsel need
express no view), at the time it became effective and
the related Prospectus (except the financial
statements and schedules and the other financial and
statistical data included therein, the documents
incorporated by reference therein and the information
included in the second sentence of the antepenultimate
paragraph, the first sentence of the penultimate
paragraph, and the last paragraph of the cover page of
such Prospectus Supplement and in the second and
fourth sentences of the first paragraph under the
heading "Plan of Distribution" therein, as to which
such counsel need express no view), as of the date of
the Prospectus Supplement appeared on their face to be
appropriately responsive in all material respects to
the requirements of the Act and the rules and
regulations thereunder; and no information has come to
the attention of such counsel that causes it to
believe that (A) such Registration Statement (except
the financial statements and schedules and the other
financial and statistical data included therein and
the documents incorporated by reference therein, as to
which such counsel need express no view) at the time
it became effective, contained an untrue statement of
a material fact or omitted to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading or (B) such
Prospectus or any amendment or supplement thereto
(except the financial statements and schedules and the
other financial and statistical data included therein,
the documents incorporated by reference therein and
the information included in the second sentence of the
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<PAGE>
antepenultimate paragraph, the first sentence of the
penultimate paragraph, and the last paragraph of the
cover page of such Prospectus Supplement and in the
second and fourth sentences of the first paragraph
under the heading "Plan of Distribution" therein, as
to which such counsel need express no view), as of the
date of the Prospectus Supplement, or at the related
Closing Date, contained or contains an untrue
statement of a material fact or omitted or omits to
state a material fact necessary in order to make the
statements therein, in the light of the circumstances
under which they were made, not misleading;
(vi) the statements set forth under the
heading "Description of the Certificates" in the
related Prospectus, insofar as such statements purport
to summarize certain provisions of the related Pooling
and Servicing Agreement and the related Offered
Certificates, provide a fair summary of such
provisions;
(vii) the statements set forth in in the
related Prospectus under the headings "Certain Legal
Aspects of the Mortgage Loans and Contracts -- The
Mortgage Loans", "Certain Federal Income Tax
Consequences" (insofar as they relate specifically to
the purchase, ownership and disposition of the related
Offered Certificates) and "ERISA Considerations"
(insofar as they relate specifically to the purchase,
ownership and disposition of such Offered
Certificates), to the extent that they constitute
matters of law or legal conclusions, provide a fair
summary of such law or conclusions;
(viii) assuming compliance with all
provisions of the related Pooling and Servicing
Agreement, for federal income tax purposes, (A) if any
election is made to treat the assets of the Trust Fund
as a REMIC: the related Trust Fund (and any specified
subgrouping therein) will qualify as a REMIC pursuant
to Section 860D of the Internal Revenue Code of 1986,
as amended (the "Code"), each Class of Certificates of
the related Series, other than the related Residual
Class or Classes, will constitute a class of "regular
interests" in the related REMIC within the meaning of
the Code, and each Class of such Certificates
specified in the related Prospectus as a Class of
Residual Certificates will constitute the "residual
interest" in the related REMIC within the meaning of
the Code; (B) if no such REMIC election is made: the
Trust Fund will be treated as a "grantor trust"; and
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<PAGE>
(ix) assuming that some or all of the
Offered Certificates of the related Series shall be
rated at the time of issuance in one of the two
highest rating categories by a nationally recognized
statistical rating organization, each Offered
Certificate so rated will be at the time of issuance,
a "mortgage related security" as such term is defined
in Section 3(a)(41) of the Exchange Act.
Such opinion may express its reliance as to factual matters
on the representations and warranties made by, and on
certificates or other documents furnished by, officers of
the parties to this Agreement, the related Terms Agreement
or the related Pooling and Servicing Agreement. Such
opinion may assume the due authorization, execution and
delivery of the instruments and documents referred to
therein by the parties thereto other than the Company. Such
opinion may be qualified, insofar as it concerns the
enforceability of the documents referred to therein, to the
extent that such enforceability may be limited by
bankruptcy, insolvency, reorganization or other similar
laws affecting the enforcement of creditors' rights in
general and by general equity principles (regardless of
whether such enforcement is considered in a proceeding in
equity or at law). Such opinion may be further qualified as
expressing no opinion as to (x) the statements in the
related Prospectus under the heading "Certain Legal Aspects
of the Mortgage Loans and Contracts -- The Mortgage Loans"
except insofar as such statements relate to the laws of the
State of New York and the laws of the United States, and
(y) the statements in such Prospectus under the headings
"ERISA Considerations" and "Certain Federal Income Tax
Consequences" except insofar as such statements relate to
the laws of the United States. In addition, such opinion
may be qualified as an opinion only on the law of the State
of New York and the federal law of the United States of
America.
(c) The General Counsel for the Company shall
have furnished to the Underwriter an opinion, dated the
related Closing Date, to the effect that:
(i) The Company has been duly
incorporated and is validly existing as a corporation
in good standing under the laws of the State of New
Jersey, with corporate power to own its properties, to
conduct its business as described in the related
Prospectus and to enter into and perform its
obligations under this Agreement, the related Terms
Agreement, the related Pooling and Servicing Agreement
and the Certificates of the related Series;
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<PAGE>
(ii) The Company has full power and
authority to sell and service the related Mortgage
Loans as contemplated herein and in the related
Pooling and Servicing Agreement;
(iii) No consent, approval, authorization
or order of any court or governmental agency or body
is required for the consummation by the Company of the
transactions contemplated herein or in the related
Pooling and Servicing Agreement, except such as may be
required under the blue sky laws of any jurisdiction
and such other approvals as have been obtained;
(iv) Neither the issuance of the
Certificates of the related Series nor delivery of the
related Offered Certificates, nor the consummation of
any other of the transactions contemplated in this
Agreement, the related Terms Agreement or the related
Pooling and Servicing Agreement, nor the fulfillment
of the terms of the related Certificates, the related
Pooling and Servicing Agreement, this Agreement or the
related Terms Agreement will conflict with or violate
any term or provision of the articles of incorporation
or by-laws of the Company or any statute, order or
regulation applicable to the Company of any court,
regulatory body, administrative agency or governmental
body having jurisdiction over the Company and will not
conflict with, result in a breach or violation or the
acceleration of or constitute a default under the
terms of any indenture or other agreement or
instrument known to such counsel to which the Company
is a party or by which it is bound; and
(v) There are no actions, proceedings or
investigations pending or, to the best knowledge of
such counsel, threatened before any court,
administrative agency or other tribunal (i) asserting
the invalidity of this Agreement, the related Terms
Agreement, the related Pooling and Servicing Agreement
or the related Certificates, (ii) seeking to prevent
the issuance of the Certificates of the related Series
or the consummation by the Company of any of the
transactions contemplated by this Agreement, such
Terms Agreement or such Pooling and Servicing
Agreement, or (iii) which might materially and
adversely affect the performance by the Company of its
obligations under, or the validity or enforceability
of, this Agreement, such Terms Agreement, such Pooling
and Servicing Agreement or the related Certificates.
In rendering her opinion such counsel may rely as to
matters of fact, to the extent deemed proper and as stated
therein,
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<PAGE>
on certificates of responsible officers of the Company or
public officials. In addition, such opinion may be
qualified as an opinion only on the laws of the State of
New Jersey.
(d) The Underwriter shall have received from
Brown & Wood, counsel for the Underwriter, such opinion or
opinions, dated the related Closing Date, with respect to
the issuance and sale of the Certificates of the related
Series, the related Registration Statement, the related
Prospectus and such other related matters as the
Underwriter may reasonably require, and the Company shall
have furnished to such counsel such documents as the
Underwriter may reasonably request for the purpose of
enabling them to pass upon such matters.
(e) The Company shall have furnished to the
Underwriter a certificate of the Company, signed by the
President or any Vice President and the Senior Vice
President-Finance or the principal financial or accounting
officer of the Company, dated the related Closing Date, to
the effect that the signers of such certificate have
carefully examined the related Registration Statement
(excluding any Current Reports and any other documents
incorporated by reference therein), the related Prospectus,
the Detailed Description referred to in such Prospectus
(excluding any related Current Report), this Agreement and
the related Terms Agreement and that:
(i) the representations and warranties of
the Company in this Agreement are true and correct in
all material respects on and as of the related Closing
Date with the same effect as if made on such Closing
Date, and the Company has complied with all the
agreements and satisfied all the conditions on its
part to be performed or satisfied at or prior to such
Closing Date;
(ii) no stop order suspending the
effectiveness of such Registration Statement has been
issued and no proceedings for that purpose have been
instituted or, to their knowledge, threatened; and
(iii) nothing has come to their attention
that would lead them to believe that such Registration
Statement (excluding any Current Report) contains any
untrue statement of a material fact or omits to state
any material fact required to be stated therein or
necessary to make the statements therein not
misleading, that the related Prospectus (excluding any
related Current Report) contains any untrue statement
of a material fact or omits to state a material fact
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<PAGE>
required to be stated therein or necessary to make the
statements therein, in the light of the circumstances
under which they were made, not misleading, or that
the Detailed Description referred to in such
Prospectus includes any untrue statement of a material
fact or omits to state any information which the
Prospectus states will be included in such Detailed
Description.
(f) Peabody & Arnold, counsel for the Trustee,
shall have furnished to the Underwriter an opinion, dated
the related Closing Date, to the effect that:
(i) the Trustee has been duly
incorporated and is validly existing as a corporation
in good standing under the laws of the Commonwealth of
Massachusetts with corporate power to own its
properties and conduct its business as presently
conducted by it, to conduct business as a trustee and
to enter into and perform its obligations under the
related Pooling and Servicing Agreement;
(ii) the related Pooling and Servicing
Agreement has been duly authorized, executed and
delivered by the Trustee and constitutes the legal,
valid and binding agreement of the Trustee enforceable
against the Trustee in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization or other similar laws
affecting the enforcement of creditors' rights
generally and to judicial discretion, and general
principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at
law);
(iii) the Trustee has duly accepted its
appointment as trustee under the related Pooling and
Servicing Agreement;
(iv) no consent, approval, authorization
or order of any Massachusetts or federal court or
government agency or body is required on the part of
the Trustee for the consummation of the transactions
contemplated in the related Pooling and Servicing
Agreement, except such as may be required under any
federal or state securities law; and
(v) the performance on the part of the
Trustee of any of the transactions contemplated in the
related Pooling and Servicing Agreement does not
conflict with or result in a breach or violation of
any term or provision of, or constitute a default
under, the Articles of Organization, as amended, or
By-Laws of the Trustee, or any Massachusetts or
federal statute or
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<PAGE>
regulation applicable to the Trustee, or to such
counsel's knowledge, any indenture or other agreement
or instrument to which the Trustee is a party or by
which it is bound, or, to such counsel's knowledge,
any order of any state or federal court, regulatory
body, administrative agency or governmental body
having jurisdiction over the Trustee.
In addition, such counsel shall furnish to the Underwriter
such opinions as to the treatment of the Trust Fund for
purposes of Massachusetts tax law as are reasonably
satisfactory to the Underwriter.
(g) KPMG Peat Marwick LLP shall have furnished to
the Underwriter a letter, dated as of the date of the
related Terms Agreement, in form and substance satisfactory
to the Underwriter, stating in effect that they have
performed certain specified procedures as a result of which
they have determined that such information as the
Underwriter may reasonably request of an accounting,
financial or statistical nature (which is limited to
accounting, financial or statistical information derived
from the general accounting records of the Company) set
forth in the related Prospectus Supplement under the
caption "Delinquency and Foreclosure Experience of the
Company" agrees with the accounting records of the Company,
excluding any questions of legal interpretation.
(h) KPMG Peat Marwick LLP shall have furnished to
the Underwriter a letter, dated as of the related Closing
Date, in form and substance satisfactory to the
Underwriter, stating in effect that they have performed
certain specified procedures as a result of which they have
determined that such information as the Underwriter may
reasonably request of an accounting, financial or
statistical nature (which is limited to accounting,
financial or statistical information derived from the
general accounting records of the Company and which is
obtained from an analysis of a sample of the Mortgage Loans
included in the related pool) set forth in the related
Prospectus Supplement under the caption "Description of the
Mortgage Pool and the Mortgaged Properties" or "Description
of the Mortgage Pools and the Mortgaged Properties", as the
case may be, and in the Detailed Description relating to
such Prospectus Supplement is mutually consistent and
agrees with the accounting records of the Company and,
where applicable, the related Mortgage Loan files of the
Company, excluding any questions of legal interpretation.
In addition, if applicable, such accountants shall have
furnished to the Underwriter a letter, dated as of the
related Closing Date, which shall include a statement or
statements to the effect that based upon the assumptions
and methodology agreed to by the
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<PAGE>
Company (and which is consistent with the manner in which
any final PAC Balances, TAC Balances, Scheduled Balances,
Maximum and Minimum Scheduled Balances or any other
scheduled balances are to be calculated as set forth in the
related Prospectus), all of which shall be described by
reference in such letter, such accountants shall have
verified the mathematical accuracy of any final PAC
Balances Table, TAC Balances Table, Scheduled Balances
Table, Maximum or Minimum Scheduled Balances Table or other
scheduled balances table attached as an exhibit to the
related Pooling and Servicing Agreement.
(i) KPMG Peat Marwick LLP shall have furnished to
the Underwriter and the Company a letter or letters, dated
as of the date of the related Terms Agreement, in form and
substance satisfactory to the Underwriter and the Company,
including, without limitation, statements, if applicable,
to the effect that:
(i) based upon the assumptions and
methodology set forth in the related Prospectus, all
of which shall be described by reference in such
letter, they recomputed the percentages of initial
principal balance outstanding as of each of the
Distribution Dates (as defined in such Prospectus)
indicated and the weighted average lives of each Class
of Offered Certificates at each of the indicated
percentages of the applicable Prepayment Assumption,
and they compared the recomputed percentages and
weighted average lives to the corresponding
percentages and weighted average lives set forth in
the related tables and found them to be in agreement;
(ii) based upon the assumptions and
methodology set forth in such Prospectus, all of which
shall be described by reference in such letter, they
have verified the mathematical accuracy of any
Scheduled Final Distribution Dates for the Offered
Certificates, PAC Balances, TAC Balances, Scheduled
Balances, Maximum and Minimum Scheduled Balances or
any other scheduled balances set forth in such
Prospectus for each indicated Distribution Date, and
have verified the mathematical accuracy of any initial
Effective Ranges of any PAC Certificates, Scheduled
Certificates or other scheduled Certificates set forth
in such Prospectus; and
(iii) based upon the assumptions and
methodology set forth in such Prospectus, all of which
shall be described by reference in such letter, they
have verified the mathematical accuracy of the pre-tax
yields to maturity and, if applicable, aggregate cash
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<PAGE>
flows of any Class of Certificates for which such
pre-tax yields and, if applicable, aggregate cash
flows are set forth in such Prospectus at the
indicated percentages of the Prepayment Assumption
and, if applicable, at the indicated values of COFI,
LIBOR or any other index, as applicable.
(j) The Offered Certificates of the related
Series shall have received the ratings specified in the
related Terms Agreement (the "Required Ratings").
(k) Prior to the related Closing Date, the
Company shall have furnished to the Underwriter such
further information, certificates and documents as the
Underwriter may reasonably request.
(l) If any Certificates of the related Series are
to be sold to any other underwriter and/or offered in
reliance upon an exemption from the registration
requirements of the Act, the sale at or prior to the
related Closing Date of such Certificates to the purchaser
thereof shall have occurred.
(m) Subsequent to the date of the related Terms
Agreement, there shall not have been any change, or any
development involving a prospective change, in or affecting
the business or properties of the Company which the
Underwriter concludes in its judgment, after consultation
with the Company, materially impairs the investment quality
of the Offered Certificates of the related Series so as to
make it impractical or inadvisable to proceed with the
public offering or the delivery of such Offered
Certificates as contemplated by the related Prospectus.
If any of the conditions specified in this Section 6
shall not have been fulfilled in all material respects with
respect to the particular Offered Certificates of a Series when
and as provided in this Agreement and the related Terms
Agreement, or if any of the opinions and certificates mentioned
above or elsewhere in this Agreement and the related Terms
Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Underwriter and its
counsel, this Agreement (with respect to the related Offered
Certificates) and the related Terms Agreement and all obligations
of the Underwriter hereunder (with respect to the related Offered
Certificates) and thereunder may be canceled at, or at any time
prior to, the related Closing Date by the Underwriter. Notice of
such cancellation shall be given to the Company in writing, or by
telephone or telegraph confirmed in writing.
7. Indemnification and Contribution. (a) The Company
agrees to indemnify and hold harmless the Underwriter and each
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person who controls the Underwriter within the meaning of the Act
or the Exchange Act against any and all losses, claims, damages
or liabilities, joint or several, to which they or any of them
may become subject under the Act, the Exchange Act, or other
Federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement relating to the
Offered Certificates of the applicable Series as it became
effective or in any amendment or supplement thereof, or in such
Registration Statement or the related Prospectus, or in any
amendment thereof, or in the Detailed Description referred to in
such Prospectus or arise out of or are based upon the omission or
alleged omission (in the case of any Computational Materials or
ABS Term Sheets (in each case, as defined herein) in respect of
which the Company agrees to indemnify the Underwriter, as set
forth below, when such are read in conjunction with the related
Prospectus and Prospectus Supplement) to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading, and agrees to reimburse each
such indemnified party for any legal or other expenses reasonably
incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action; provided,
however, that (i) the Company will not be liable in any such case
to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or
alleged untrue statement or omission or alleged omission made
therein (A) in reliance upon and in conformity with written
information furnished to the Company as herein stated by or on
behalf of the Underwriter specifically for use in connection with
the preparation thereof or (B) in any Current Report or any
amendment or supplement thereof, except to the extent that any
untrue statement or alleged untrue statement therein or omission
therefrom results (or is alleged to have resulted) directly from
an error (a "Mortgage Pool Error") in the information concerning
the characteristics of the Mortgage Loans furnished by the
Company to the Underwriter in writing or by electronic
transmission that was used in the preparation of either (x) any
Computational Materials or ABS Term Sheets (or amendments or
supplements thereof) included in such Current Report (or
amendment or supplement thereof) or (y) any written or electronic
materials furnished to prospective investors on which the
Computational Materials (or amendments or supplements) were
based, (ii) such indemnity with respect to any Corrected
Statement (as defined below) in such Prospectus (or supplement
thereto) shall not inure to the benefit of the Underwriter (or
any person controlling the Underwriter) from whom the person
asserting any loss, claim, damage or liability purchased the
Certificates of the related Series that are the subject thereof
if such person did not receive a copy of a supplement to such
Prospectus at or prior to the confirmation of the sale of such
- 19 -
<PAGE>
Certificates and the untrue statement or omission of a material
fact contained in such Prospectus (or supplement thereto) was
corrected (a "Corrected Statement") in such other supplement and
such supplement was furnished by the Company to the Underwriter
prior to the delivery of such confirmation, and (iii) such
indemnity with respect to any Mortgage Pool Error shall not inure
to the benefit of the Underwriter (or any person controlling the
Underwriter) from whom the person asserting any loss, claim,
damage or liability received any Computational Materials (or any
written or electronic materials on which the Computational
Materials are based) or ABS Term Sheets that were prepared on the
basis of such Mortgage Pool Error, if, prior to the time of
confirmation of the sale of the applicable Certificates to such
person, the Company notified the Underwriter in writing of the
Mortgage Pool Error or provided in written or electronic form
information superseding or correcting such Mortgage Pool Error
(in any such case, a "Corrected Mortgage Pool Error"), and the
Underwriter failed to notify such person thereof or to deliver to
such person corrected Computational Materials (or underlying
written or electronic materials) or ABS Term Sheets. This
indemnity agreement will be in addition to any liability which
the Company may otherwise have.
(b) The Underwriter agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers
who signs the Registration Statement relating to the Offered
Certificates of the applicable Series, and each person who
controls the Company within the meaning of the Act or the
Exchange Act to the same extent as the foregoing indemnities from
the Company to the Underwriter, but only with reference to (A)
written information furnished to the Company by or on behalf of
the Underwriter specifically for use in the preparation of the
documents referred to in the foregoing indemnity with respect to
the related Series, or (B) any Computational Materials or ABS
Term Sheets (or amendments or supplements thereof) furnished to
the Company by the Underwriter pursuant to Section 8 and
incorporated by reference in such Registration Statement or the
related Prospectus or any amendment or supplement thereof (except
that no such indemnity shall be available for any losses, claims,
damages or liabilities, or actions in respect thereof, resulting
from any Mortgage Pool Error, other than a Corrected Mortgage
Pool Error). This indemnity agreement will be in addition to any
liability which the Underwriter may otherwise have. The Company
acknowledges that the statements set forth in the second sentence
of the ante-penultimate paragraph, the first sentence of the
penultimate paragraph, and in the last paragraph appearing on the
cover page of the related Prospectus Supplement as such
statements relate to such Offered Certificates and the second
sentence of the first paragraph under the heading "Plan of
Distribution" in such Prospectus Supplement as such statements
relate to such Offered Certificates constitute the only
information furnished in writing by or on behalf of the
- 20 -
<PAGE>
Underwriter for inclusion in the related Prospectus (other than
any Computational Materials or ABS Term Sheets (or amendments or
supplements thereof) furnished to the Company by the
Underwriter), and the Underwriter confirms that such statements
are correct.
(c) Promptly after receipt by an indemnified party
under Section 7 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section 7, notify
the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not
relieve it from any liability which it may have to any
indemnified party otherwise than under this Section 7. In case
any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and
to the extent that it may elect by written notice delivered to
the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense
thereof, with counsel satisfactory to such indemnified party;
provided, however, that if the defendants in any such action
include both the indemnified party and the indemnifying party and
the indemnified party shall have reasonably concluded that there
may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available
to the indemnifying party, the indemnified party or parties shall
have the right to select separate counsel to assert such legal
defenses and to otherwise participate in the defense of such
action on behalf of such indemnified party or parties. Upon
receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and
approval by the indemnified party of counsel, the indemnifying
party will not be liable to such indemnified party under this
Section 7 for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof
unless (i) the indemnified party shall have employed separate
counsel in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence (it
being understood, however, that the indemnifying party shall not
be liable for the expenses of more than one separate counsel
approved by the indemnified party in the case of subparagraph (a)
or (b), representing the indemnified parties under subparagraph
(a) or (b), who are parties to such action), (ii) the
indemnifying party shall not have employed counsel satisfactory
to the indemnified party to represent the indemnified party
within a reasonable time after notice of commencement of the
action or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of
the indemnifying party; and except that, if clause (i) or (iii)
is applicable, such liability shall be only in respect of the
counsel referred to in such clause (i) or (iii).
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<PAGE>
(d) If the indemnification provided for in paragraph
(a) or (b) of this Section 7 is due in accordance with its terms
but is for any reason held by a court to be unavailable from the
Company or the Underwriter, on grounds of policy or otherwise, or
if the indemnified party failed to give notice under paragraph
(c) of this Section 7 in respect of a claim otherwise subject to
indemnification in accordance with paragraph (a) or (b) of this
Section 7, the Company and the Underwriter shall contribute to
the aggregate losses, claims, damages and liabilities (including
legal and other expenses reasonably incurred in connection with
investigating or defending same) to which the Company and the
Underwriter may be subject, as follows:
(i) in the case of any losses, claims, damages and
liabilities (or actions in respect thereof) which do not
arise out of or are not based upon any untrue statement or
omission of a material fact in any Computational Materials
or ABS Term Sheets (or any amendments or supplements
thereof), in such proportion so that the Underwriter is
responsible for that portion represented by the difference
between the proceeds to the Company in respect of the
Offered Certificates appearing on the cover page of the
Prospectus Supplement for the related Series and the total
proceeds received by the Underwriter from the sale of such
Offered Certificates (the "Underwriting Discount"), and the
Company is responsible for the balance; provided, however,
that in no case shall the Underwriter be responsible under
this subparagraph (i) for any amount in excess of such
Underwriting Discount applicable to the Offered
Certificates purchased by the Underwriter pursuant to this
Agreement and the related Terms Agreement; and
(ii) in the case of any losses, claims, damages and
liabilities (or actions in respect thereof) which arise out
of or are based upon any untrue statement or omission of a
material fact in any Computational Materials or ABS Term
Sheets (or any amendments or supplements thereof) or in any
written or electronic materials distributed to prospective
investors on which the Computational Materials are based,
in such proportion as is appropriate to reflect the
relative fault of the Company on the one hand and the
Underwriter on the other in connection with the statements
or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof) as well as
any other relevant equitable considerations. The relative
fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state
a material fact in such Computational Materials or ABS Term
Sheets (or any amendments or supplements thereof or such
written or electronic materials) results from information
prepared by the Company on the one hand or the Underwriter
on the other
- 22 -
<PAGE>
and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such
statement or omission.
Notwithstanding anything to the contrary in this Section 7(d), no
person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 7, each person
who controls the Underwriter within the meaning of either the Act
or the Exchange Act shall have the same rights to contribution as
the Underwriter, and each person who controls the Company within
the meaning of either the Act or the Exchange Act, each officer
of the Company who shall have signed the Registration Statement
and each director of the Company shall have the same rights to
contribution as the Company, subject in each case to the
immediately preceding sentence of this paragraph (d).
8. Computational Materials and Structural Term Sheets.
(a) Not later than 10:30 a.m., New York time, on the business day
before the date on which the Current Report relating to the
Offered Certificates of a Series is required to be filed by the
Company with the Commission pursuant to Section 5(b) hereof, the
Underwriter shall deliver to the Company five complete copies of
all materials provided by the Underwriter to prospective
investors in such Offered Certificates which constitute (i)
"Computational Materials" within the meaning of the no-action
letter dated May 20, 1994 issued by the Division of Corporation
Finance of the Commission to Kidder, Peabody Acceptance
Corporation I, Kidder, Peabody & Co. Incorporated, and Kidder
Structured Asset Corporation and the no-action letter dated May
27, 1994 issued by the Division of Corporation Finance of the
Commission to the Public Securities Association (together, the
"Kidder Letters"), the filing of which material is a condition of
the relief granted in such letter (such materials being the
"Computational Materials"), and (ii) "Structural Term Sheets"
within the meaning of the no-action letter dated February 17,
1995 issued by the Division of Corporation Finance of the
Commission to the Public Securities Association (the "PSA
Letter") and the filing of such material is a condition of the
relief granted in such letter (such materials being the
"Structural Term Sheets"). Each delivery of Computational
Materials and Structural Term Sheets to the Company pursuant to
this paragraph (a) shall be effected by delivering four copies of
such materials to counsel for the Company on behalf of the
Company at the address specified in Section 3 hereof and one copy
of such materials to the Company.
(b) The Underwriter represents and warrants to and
agrees with the Company, as of the date of the related Terms
Agreement and as of the Closing Date, that:
- 23 -
<PAGE>
(i) the Computational Materials furnished to the
Company pursuant to Section 8(a) constitute (either in
original, aggregated or consolidated form) all of the
materials furnished to prospective investors by the
Underwriter prior to the time of delivery thereof to
the Company that are required to be filed with the
Commission with respect to the related Offered
Certificates in accordance with the Kidder Letters,
and such Computational Materials comply with the
requirements of the Kidder Letters;
(ii) the Structural Term Sheets furnished to the
Company pursuant to Section 8(a) constitute all of the
materials furnished to prospective investors by the
Underwriter prior to the time of delivery thereof to
the Company that are required to be filed with the
Commission as "Structural Term Sheets" with respect to
the related Offered Certificates in accordance with
the PSA Letter, and such Structural Term Sheets comply
with the requirements of the PSA Letter;
(iii) on the date any such Computational Materials
or Structural Term Sheets with respect to such Offered
Certificates (or any written or electronic materials
furnished to prospective investors on which the
Computational Materials are based) were last furnished
to each prospective investor and on the date of
delivery thereof to the Company pursuant to Section
8(a) and on the related Closing Date, such
Computational Materials (or such other materials) or
Structural Term Sheets did not and will not include
any untrue statement of a material fact or, when read
in conjunction with the related Prospectus and
Prospectus Supplement, omit to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading;
(iv) the Underwriter has not represented to any
prospective investor that any Computational Materials
or Structural Term Sheets with respect to any Series
were prepared or disseminated on behalf of the
Company, and all Computational Materials and
Structural Term Sheets furnished to prospective
investors (and all written and electronic materials
furnished to prospective investors on which the
Computational Materials are based) included a
disclaimer to the effect set forth in Section 8(d);
and
(v) at the time any Computational Materials (or
any written or electronic materials furnished to
prospective investors on which the Computational
Materials are based) with respect to such Offered
- 24 -
<PAGE>
Certificates were furnished to a prospective investor
and on the date of the related Terms Agreement, the
Underwriter possessed, and on the date of delivery of
such materials to the Company pursuant to this Section
8 and on the related Closing Date, the Underwriter
will possess, the capability, knowledge, expertise,
resources and systems of internal control necessary to
ensure that such Computational Materials conform to
the representations and warranties of the Underwriter
contained in subparagraphs (i) and (iii) above of this
paragraph (b).
Notwithstanding the foregoing, the Underwriter makes no
representation or warranty as to whether any Computational
Materials or Structural Term Sheets (or any written or electronic
materials on which the Computational Materials are based)
included or will include any untrue statement resulting directly
from any Mortgage Pool Error (except any Corrected Mortgage Pool
Error, with respect to materials prepared after the receipt by
the Underwriter from the Company of notice of such Corrected
Mortgage Pool Error or materials superseding or correcting such
Corrected Mortgage Pool Error).
(c) The Underwriter shall cause a firm of public
accountants to furnish to the Company a letter, dated as of the
date on which the Underwriter delivers any Computational
Materials (which term shall be deemed to include, for purposes of
this paragraph (c), calculated statistical information delivered
to prospective investors in the form of a Structural Term Sheet)
to the Company pursuant to Section 8(a), in form and substance
satisfactory to the Company, stating in effect that they have
verified the mathematical accuracy of any calculations performed
by the Underwriter and set forth in such Computational Materials.
(d) The Underwriter acknowledges and agrees that the
Company has not authorized and will not authorize the
distribution of any Computational Materials (or any written or
electronic materials on which the Computational Materials are
based) or Structural Term Sheets to any prospective investor, and
agrees that any Computational Materials or Structural Term Sheets
with respect to any Series of Certificates furnished to
prospective investors from and after October 11, 1995 included
and shall include a disclaimer in form satisfactory to the
Company to the effect that such materials have been prepared and
disseminated solely by and on behalf of the Underwriter, and that
the Company has not reviewed or participated in the preparation
or dissemination of such materials and is not responsible for the
contents or accuracy thereof. The Underwriter agrees that it will
not represent to prospective investors that any Computational
Materials or Structural Term Sheets were prepared or disseminated
on behalf of the Company.
- 25 -
<PAGE>
(e) If, at any time when a prospectus relating to the
Offered Certificates of a Series is required to be delivered
under the Act, it shall be necessary to amend or supplement the
related Prospectus as a result of an untrue statement of a
material fact contained in any Computational Materials or
Structural Term Sheets provided by the Underwriter pursuant to
this Section 8 or the omission to state therein a material fact
required, when considered in conjunction with the related
Prospectus and Prospectus Supplement, to be stated therein or
necessary to make the statements therein, when read in
conjunction with the related Prospectus and Prospectus
Supplement, not misleading, or if it shall be necessary to amend
or supplement any Current Report relating to any Computational
Materials or Structural Term Sheets to comply with the Act or the
rules thereunder, the Underwriter promptly will prepare and
furnish to the Company for filing with the Commission an
amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance. The
Underwriter represents and warrants to the Company, as of the
date of delivery of such amendment or supplement to the Company,
that such amendment or supplement will not include any untrue
statement of a material fact or, when read in conjunction with
the related Prospectus and Prospectus Supplement, omit to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading; provided, however, the
Underwriter makes no representation or warranty as to whether any
such amendment or supplement will include any untrue statement
resulting directly from any Mortgage Pool Error (except any
Corrected Mortgage Pool Error, with respect to any such amendment
or supplement prepared after the receipt by the Underwriter from
the Company of notice of such Corrected Mortgage Pool Error or
materials superseding or correcting such Corrected Mortgage Pool
Error). The Company shall have no obligation to file such
amendment or supplement if the Company determines that (i) such
amendment or supplement contains any untrue statement of a
material fact or, when read in conjunction with the related
Prospectus and Prospectus Supplement, omits to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading; it being understood, however,
that the Company shall have no obligation to review or pass upon
the accuracy or adequacy of, or to correct, any such amendment or
supplement provided by the Underwriter to the Company pursuant to
this paragraph (e) or (ii) such filing is not required under the
Act.
9. Collateral Term Sheets. (a) Prior to the delivery
of any "Collateral Term Sheet" within the meaning of the PSA
Letter, the filing of which material is a condition of the relief
granted in such letter (such material being the "Collateral Term
Sheets"), to a prospective investor in any Offered Certificates,
the Underwriter shall, in order to facilitate the timely filing
of such material with the
- 26 -
<PAGE>
Commission, notify the Company and its counsel by telephone of
its intention to deliver such materials and the approximate date
on which the first such delivery of such materials is expected to
occur. Not later than 10:30 a.m., New York time, on the business
day immediately following the date on which any Collateral Term
Sheet was first delivered to a prospective investor in such
Offered Certificates, the Underwriter shall deliver to the
Company five complete copies of all materials provided by the
Underwriter to prospective investors in the Offered Certificates
which constitute "Collateral Term Sheets." Each delivery of a
Collateral Term Sheet to the Company pursuant to this paragraph
(a) shall be effected by delivering four copies of such materials
to counsel for the Company on behalf of the Company at the
address specified in Section 3 hereof and one copy of such
materials to the Company. (Collateral Term Sheets and Structural
Term Sheets are, together, referred to herein as "ABS Term
Sheets.") At the time of each such delivery, the Underwriter
shall indicate in writing that the materials being delivered
constitute Collateral Term Sheets, and, if there has been any
prior such delivery with respect to the related Series, shall
indicate whether such materials differ in any material respect
from any Collateral Term Sheets previously delivered to the
Company with respect to such Series pursuant to this Section 9(a)
as a result of the occurrence of a material change in the
characteristics of the related Mortgage Loans.
(b) The Underwriter represents and warrants to and
agrees with the Company as of the date of the related Terms
Agreement and as of the Closing Date, that:
(i) The Collateral Term Sheets furnished to
the Company pursuant to Section 9(a) constitute all of the
materials furnished to prospective investors by the
Underwriter prior to time of delivery thereof to the
Company that are required to be filed with the Commission
as "Collateral Term Sheets" with respect to the related
Offered Certificates in accordance with the PSA Letter, and
such Collateral Term Sheets comply with the requirements of
the PSA Letter;
(ii) On the date any such Collateral Term
Sheets with respect to such Offered Certificates were last
furnished to each prospective investor and on the date of
delivery thereof to the Company pursuant to Section 9(a)
and on the related Closing Date, such Collateral Term
Sheets did not and will not include any untrue statement of
a material fact or, when read in conjunction with the
Prospectus and Prospectus Supplement, omit to state a
material fact required to be stated therein or necessary to
make the statements therein not misleading; and
- 27 -
<PAGE>
(iii) the Underwriter has not represented to
any prospective investor that any Collateral Term Sheets
with respect to any Series were prepared or disseminated on
behalf of the Company, and, except as otherwise disclosed
by the Underwriter to the Company in writing prior to the
date hereof, all Collateral Term Sheets previously
furnished to prospective investors included a disclaimer to
the effect set forth in Section 8(d).
Notwithstanding the foregoing, the Underwriter makes no
representation or warranty as to whether any Collateral Term
Sheet included or will include any untrue statement or material
omission resulting directly from any Mortgage Pool Error (except
any Corrected Mortgage Pool Error, with respect to materials
prepared after the receipt by the Underwriter from the Company of
notice of such Corrected Mortgage Pool Error or materials
superseding or correcting such Corrected Mortgage Pool Error).
(c) The Underwriter acknowledges and agrees that any
Collateral Term Sheets with respect to any Series of Certificates
furnished to prospective investors from and after the date hereof
shall include a disclaimer in form satisfactory to the Company to
the effect set forth in Section 8(d) hereof, and to the effect
that the information contained in such materials supersedes the
information contained in any prior Collateral Term Sheet with
respect to such Series of Offered Certificates and will be
superseded by the description of the related Mortgage Loans in
the related Prospectus Supplement and in the Detailed Description
relating to such Prospectus Supplement to be filed under cover of
Form 8-K. The Underwriter agrees that it will not represent to
prospective investors that any Collateral Term Sheets were
prepared or disseminated on behalf of the Company.
(d) If, at any time when a prospectus relating to the
Offered Certificates of a Series is required to be delivered
under the Act, it shall be necessary to amend or supplement the
related Prospectus as a result of an untrue statement of a
material fact contained in any Collateral Term Sheets provided by
the Underwriter pursuant to this Section 9 or the omission to
state therein a material fact required, when considered in
conjunction with the related Prospectus and Prospectus
Supplement, to be stated therein or necessary to make the
statements therein, when read in conjunction with the related
Prospectus and Prospectus Supplement, not misleading, or if it
shall be necessary to amend or supplement any Current Report
relating to any Collateral Term Sheets to comply with the Act or
the rules thereunder, the Underwriter promptly will prepare and
furnish to the Company for filing with the Commission an
amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance. The
Underwriter represents and warrants to the Company, as of the
date of delivery of such amendment or supplement to the Company,
- 28 -
<PAGE>
that such amendment or supplement will not include any untrue
statement of a material fact or, when read in conjunction with
the related Prospectus and Prospectus Supplement, omit to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading; provided, however, the
Underwriter makes no representation or warranty as to whether any
such amendment or supplement will include any untrue statement
resulting directly from any Mortgage Pool Error (except any
Corrected Mortgage Pool Error, with respect to any such amendment
or supplement prepared after the receipt by the Underwriter from
the Company of notice of such Corrected Mortgage Pool Error or
materials superseding or correcting such Corrected Mortgage Pool
Error). The Company shall have no obligation to file such
amendment or supplement if the Company determines that (i) such
amendment or supplement contains any untrue statement of a
material fact or, when read in conjunction with the related
Prospectus and Prospectus Supplement, omits to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading; it being understood, however,
that the Company shall have no obligation to review or pass upon
the accuracy or adequacy of, or to correct, any such amendment or
supplement provided by the Underwriter to the Company pursuant to
this paragraph (d) or (ii) such filing is not required under the
Act.
10. Termination. This Agreement (with respect to a
particular Certificate Offering) and the related Terms Agreement
shall be subject to termination in the absolute discretion of the
Underwriter, by notice given to the Company prior to delivery of
and payment for the related Offered Certificates, if prior to the
related Closing Date (i) trading in securities generally on the
New York Stock Exchange shall have been suspended or materially
limited, (ii) a general moratorium on commercial banking
activities in New York shall have been declared by either federal
or New York State authorities, or (iii) there shall have occurred
any outbreak or material escalation of hostilities or other
calamity or crisis the effect of which on the financial markets
of the United States is such as to make it, in the reasonable
judgment of the Underwriter, impracticable to market such Offered
Certificates.
11. Representations and Indemnities to Survive
Delivery. The agreements, representations, warranties,
indemnities and other statements of the Company or its officers
and of the Underwriter set forth in or made pursuant to this
Agreement and the related Terms Agreement will remain in full
force and effect, regardless of any investigation made by or on
behalf of the Underwriter or the Company or any of the officers,
directors or controlling persons referred to in Section 7 hereof,
and will survive delivery of and payment for the related Offered
Certificates. The provisions of Section 7 hereof shall survive
- 29 -
<PAGE>
the termination or cancellation of this Agreement and the related
Terms Agreement.
12. Successors. This Agreement and the related Terms
Agreement will inure to the benefit of and be binding upon the
parties hereto and thereto and their respective successors and
the officers, directors and controlling persons referred to in
Section 7 hereof, and their successors and assigns, and no other
person will have any right or obligation hereunder or thereunder.
No purchaser of any Offered Certificate from the Underwriter
shall be deemed a successor or assign by reason of such purchase.
13. APPLICABLE LAW. THIS AGREEMENT AND THE RELATED
TERMS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED THEREIN.
14. Miscellaneous. This Agreement, as supplemented by
the related Terms Agreement, supersedes all prior and
contemporaneous agreements and understandings relating to the
subject matter hereof. This Agreement and the related Terms
Agreement or any term of each may not be changed, waived,
discharged or terminated except by an affirmative written
agreement made by the party against whom enforcement of the
change, waiver, discharge or termination is sought. The headings
in this Agreement and the related Terms Agreement are for
purposes of reference only and shall not limit or otherwise
affect the meaning hereof or thereof.
15. Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to the
Underwriter, will be delivered to it at the address first above
written; or if sent to the Company, will be delivered to GE
Capital Mortgage Services, Inc., Three Executive Campus, Cherry
Hill, New Jersey 08002, Attention: General Counsel.
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<PAGE>
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the
undersigned a counterpart hereof, whereupon this letter and your
acceptance shall represent a binding agreement between the
Company and the Underwriter.
Very truly yours,
GE CAPITAL MORTGAGE SERVICES, INC.
By:
Name:
Title:
The foregoing Agreement is hereby confirmed and accepted as of
the date first above written.
SALOMON BROTHERS INC
By:
Name:
Title:
<PAGE>
EXHIBIT A
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES ____-__
TERMS AGREEMENT
(to Underwriting Agreement,
dated October 23, 1995
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus [Date]
Cherry Hill, NJ 08002
Salomon Brothers Inc (the "Underwriter") agrees,
subject to the terms and provisions herein and of the captioned
Underwriting Agreement (the "Underwriting Agreement"), to
purchase such Classes of Series ____-__ Certificates specified in
Section 2(a) hereof (the "Offered Certificates"). This letter
supplements and modifies the Underwriting Agreement solely as it
relates to the purchase and sale of the Offered Certificates
described below. The Series ____-__ Certificates are registered
with the Securities and Exchange Commission by means of an
effective Registration Statement (No. 33-___). Capitalized terms
used and not defined herein have the meanings given them in the
Underwriting Agreement.
Section 1. The Mortgage Pool: The Series ____-__
Certificates shall evidence the entire beneficial ownership
interest in a mortgage pool (the "Mortgage Pool") of
conventional, fixed rate, fully amortizing one- to four-family
residential mortgage loans (the "Mortgage Loans") having the
following characteristics as of ________ __, ____ (the "Cut-off
Date"):
(a) Aggregate Principal Amount of the Mortgage Pool:
$[ ] aggregate principal balance as of the Cutoff Date,
subject to [an upward or downward variance of up to [ ]%,
the precise aggregate principal balance to be determined by
the Company][a permitted variance such that the aggregate
Scheduled Principal Balance thereof will be not less than
$[ ] or greater than $[ ]].
(b) Original Terms to Maturity: The original term to
maturity of each Mortgage Loan included in the Mortgage Pool
shall be between ___ and ___ years.
A-1
<PAGE>
Section 2. The Certificates: The Offered
Certificates shall be issued as follows:
(a) Classes: The Offered Certificates shall be issued
with the following Class designations, interest rates and
principal balances, subject in the aggregate to the
variance referred to in Section 1(a)[and, as to any
particular Class, to an upward or downward variance of up
to [ ]%]:
Principal Interest Class Purchase
Class Balance Rate Price Percentage
(b) The Offered Certificates shall have such other
characteristics as described in the related Prospectus.
Section 3. Purchase Price: The Purchase Price for each
Class of the Offered Certificates shall be the Class Purchase
Price Percentage therefor (as set forth in Section 2(a) above) of
the initial Class Certificates Principal Balance thereof plus
accrued interest at the rate of [ ]% per annum from and including
the Cut-off Date up to, but not including, _________ __, ____
(the "Closing Date").
Section 4. Required Ratings: The Offered
Certificates shall have received Required Ratings of at least
[ ] from [ ].
Section 5. Tax Treatment: [One or more elections
will be made to treat the assets of the Trust Fund as a REMIC.]
[The Trust Fund will be treated as a "grantor trust" for federal
income tax purposes.]
[Section 6. Additional Expenses:]*
- --------
* to be inserted if applicable.
A-2
<PAGE>
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the
undersigned a counterpart hereof, whereupon this letter and your
acceptance shall represent a binding agreement between the
Underwriter and the Company.
Very truly yours,
SALOMON BROTHERS INC
By:
Name:
Title:
The foregoing Agreement is hereby confirmed and accepted as of
the date first above written.
GE CAPITAL MORTGAGE SERVICES, INC.
By:
Name:
Title:
A-3
EXECUTION
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES 1997-10
TERMS AGREEMENT
(to Underwriting Agreement
dated October 23, 1995,
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus September 24, 1997
Cherry Hill, NJ 08002
Salomon Brothers Inc (the "Underwriter") agrees,
subject to the terms and provisions herein and of the captioned
Underwriting Agreement (the "Underwriting Agreement"), to
purchase the Classes of Series 1997-10 Certificates specified in
Section 2(a) hereof (the "Offered Certificates"). This Terms
Agreement supplements and modifies the Underwriting Agreement
solely as it relates to the purchase and sale of the Offered
Certificates described below. The Series 1997-10 Certificates are
registered with the Securities and Exchange Commission by means
of an effective Registration Statement (No. 333-3038).
Capitalized terms used and not defined herein have the meanings
given them in the Underwriting Agreement.
Section 1. The Mortgage Pool: The Series 1997-10
Certificates shall evidence the entire beneficial ownership
interest in a mortgage pool (the "Mortgage Pool") of
conventional, fixed rate, fully amortizing one- to four-family
residential mortgage loans (the "Mortgage Loans") having the
following characteristics as of September 1, 1997 (the "Cut-off
Date"):
(a) Aggregate Principal Amount of the Mortgage Pool:
$155,033,108 aggregate principal balance as of the Cut-off
Date, subject to a permitted variance such that the
aggregate original Certificate Principal Balance will be
not less than $142,500,000 or greater than $157,500,000.
(b) Original Terms to Maturity: The original term to
maturity of substantially all of the Mortgage Loans included
in the Mortgage Pool shall be between 10 and 15 years.
<PAGE>
Section 2. The Certificates: The Offered Certificates
shall be issued as follows:
(a) Classes: The Offered Certificates shall be issued
with the following Class designations, interest rates and
principal balances, subject in the aggregate to the
variance referred to in Section 1(a):
Class
Purchase
Principal Interest Price
Class Balance Rate Percentage
- ----- ------- ---- ----------
Class A1 $50,000,000.00 6.750% 98.726600%
Class A2 20,289,000.00 6.750 98.726600
Class A3 29,648,258.00 6.750 98.726600
Class A4 10,052,742.00 6.750 98.726600
Class A5 20,270,345.00 6.750 98.726600
Class A6 20,500,000.00 6.750 98.726600
Class R 100.00 6.750 98.726600
Class M 1,551,000.00 6.750 97.144000
Class B1 775,000.00 6.750 96.603000
Class B2 775,000.00 6.750 95.800000
(b) The Offered Certificates shall have such other
characteristics as described in the related Prospectus.
Section 3. Purchase Price: The Purchase Price for each
Class of the Offered Certificates shall be the Class Purchase
Price Percentage therefor (as set forth in Section 2(a) above) of
the initial Class Certificate Principal Balance thereof plus
accrued interest at the initial interest rate per annum from and
including the Cut-off Date up to, but not including, September
26, 1997 (the "Closing Date").
Section 4. Required Ratings: The Offered Certificates,
other than the Class M, Class B1 and Class B2 Certificates, shall
have received Required Ratings of "AAA" from Fitch Investors
Service, L.P. ("Fitch") and Standard & Poor's Rating Services, a
division of The McGraw-Hill Companies, Inc. ("S&P"). The Class M,
Class B1 and Class B2 Certificates shall have received Required
Ratings of at least "AA," "A" and "BBB," respectively, from
Fitch.
Section 5. Tax Treatment: One or more elections will
be made to treat the assets of the Trust Fund as a REMIC.
2
<PAGE>
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the
undersigned a counterpart hereof, whereupon this letter and your
acceptance shall represent a binding agreement between the
Underwriter and the Company.
Very truly yours,
SALOMON BROTHERS INC
By:___________________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
GE CAPITAL MORTGAGE SERVICES, INC.
By:______________________________
Name:
Title:
EXECUTION
- -----------------------------------------------------------------
GE CAPITAL MORTGAGE SERVICES, INC.,
Seller and Servicer
and
STATE STREET BANK AND TRUST COMPANY,
Trustee
--------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1997
--------------------------------------
REMIC Multi-Class Pass-Through Certificates,
Series 1997-10
- -----------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
1.01. Definitions.............................................. 1
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
2.01. Conveyance of Mortgage Loans............................. 38
2.02. Acceptance by Trustee.................................... 41
2.03. Representations and Warranties of the
Company; Mortgage Loan Repurchase....................... 42
2.04. Execution of Certificates................................ 48
2.05. Designations under the REMIC Provisions.................. 48
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
3.01. Company to Act as Servicer............................... 49
3.02. Collection of Certain Mortgage Loan
Payments; Mortgage Loan Payment Record;
Certificate Account..................................... 55
3.03. Collection of Taxes, Assessments and Other Items......... 58
3.04. Permitted Debits to the Mortgage Loan Payment Record..... 59
3.05. Maintenance of the Primary Insurance Policies............ 60
3.06. Maintenance of Hazard Insurance.......................... 61
3.07. Assumption and Modification Agreements................... 62
3.08. Realization Upon Defaulted Mortgage Loans................ 62
3.09. Trustee to Cooperate; Release of Mortgage Files.......... 66
3.10. Servicing Compensation; Payment of Certain
Expenses by the Company................................. 67
3.11. Reports to the Trustee; Certificate Account
Statements.............................................. 67
3.12. Annual Statement as to Compliance........................ 68
3.13. Annual Independent Public Accountants'
Servicing Report........................................ 68
3.14. Access to Certain Documentation and Information
Regarding the Mortgage Loans............................ 68
3.15. Maintenance of Certain Servicing Policies................ 69
3.16. Optional Purchase of Defaulted Mortgage Loans............ 69
i
<PAGE>
Section Page
ARTICLE IV
PAYMENTS AND STATEMENTS
4.01. Distributions............................................ 69
4.02. Method of Distribution................................... 73
4.03. Allocation of Losses..................................... 74
4.04. Monthly Advances; Purchases of Defaulted
Mortgage Loans.......................................... 77
4.05. Statements to Certificateholders......................... 78
4.06. Servicer's Certificate................................... 80
4.07. Reports of Foreclosures and Abandonments
of Mortgaged Property................................... 80
4.08. Reduction of Servicing Fees by Compensating
Interest Payments....................................... 81
ARTICLE V
THE CERTIFICATES
5.01. The Certificates......................................... 81
5.02. Registration of Transfer and Exchange of
Certificates............................................ 83
5.03. Mutilated, Destroyed, Lost or Stolen Certificates........ 90
5.04. Persons Deemed Owners.................................... 90
5.05. Access to List of Certificateholders' Names
and Addresses........................................... 91
5.06. Representation of Certain Certificateholders............. 91
5.07. Determination of COFI.................................... 91
5.08. Determination of LIBOR................................... 92
ARTICLE VI
THE COMPANY
6.01. Liability of the Company................................. 94
6.02. Merger or Consolidation of, or Assumption
of the Obligations of, the Company...................... 94
6.03. Assignment............................................... 94
6.04. Limitation on Liability of the Company and Others........ 95
6.05. The Company Not to Resign................................ 96
ARTICLE VII
DEFAULT
7.01. Events of Default........................................ 96
7.02. Trustee to Act; Appointment of Successor................. 98
7.03. Notification to Certificateholders....................... 99
ii
<PAGE>
Section Page
ARTICLE VIII
THE TRUSTEE
8.01. Duties of Trustee........................................ 99
8.02. Certain Matters Affecting the Trustee....................100
8.03. Trustee Not Liable for Certificates or
Mortgage Loans..........................................102
8.04. Trustee May Own Certificates.............................102
8.05. The Company to Pay Trustee's Fees and Expenses...........102
8.06. Eligibility Requirements for Trustee.....................103
8.07. Resignation or Removal of Trustee........................103
8.08. Successor Trustee........................................104
8.09. Merger or Consolidation of Trustee.......................105
8.10. Appointment of Co-Trustee or Separate Trustee............105
8.11. Compliance with REMIC Provisions; Tax Returns............106
9.01. Termination upon Repurchase by the Company or
Liquidation of All Mortgage Loans.......................107
9.02. Additional Termination Requirements......................108
ARTICLE X
MISCELLANEOUS PROVISIONS
10.01. Amendment...............................................109
10.02. Recordation of Agreement................................110
10.03. Limitation on Rights of Certificateholders..............111
10.04. Governing Law...........................................112
10.05. Notices.................................................112
10.06. Notices to the Rating Agencies..........................112
10.07. Severability of Provisions..............................113
10.08. Certificates Nonassessable and Fully Paid...............113
iii
<PAGE>
Exhibits
EXHIBIT A Forms of Certificates
EXHIBIT B Principal Balance Schedules (Not Applicable)
EXHIBIT C Mortgage Loans
EXHIBIT D Form of Servicer's Certificate
EXHIBIT E Form of Transfer Certificate as to
ERISA Matters for Definitive
ERISA-Restricted Certificates
EXHIBIT F Form of Residual Certificate
Transferee Affidavit
EXHIBIT G Form of Residual Certificate
Transferor Letter
EXHIBIT H Additional Servicer Compensation
EXHIBIT I Form of Investment Letter for
Definitive Restricted Certificates
EXHIBIT J Form of Distribution Date
Statement
EXHIBIT K Form of Special Servicing and
Collateral Fund Agreement
EXHIBIT L Form of Lost Note Affidavit and
Agreement
iv
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of
September 1, 1997, between GE CAPITAL MORTGAGE SERVICES, INC., a
corporation organized and existing under the laws of the State of
New Jersey, and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts banking corporation, as Trustee.
W I T N E S S E T H T H A T :
In consideration of the mutual agreements herein
contained, GE Capital Mortgage Services, Inc. and State Street
Bank and Trust Company agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. Whenever used in this
Agreement, the following words and phrases, unless the context
otherwise requires, shall have the following meanings:
Accretion Directed Certificate: None.
Accretion Termination Date: None.
Accrual Amount: As to any Class of Accrual
Certificates and any Accrual Component and each
Distribution Date through the related Accretion Termination
Date, the sum of (x) any amount of Accrued Certificate
Interest allocable to such Class or Component pursuant to
Section 4.01(a)(i) on such Distribution Date and (y) any
amount of Unpaid Class Interest Shortfall allocable to such
Class or Component pursuant to Section 4.01(a)(ii) on such
Distribution Date, to the extent that such amounts are
distributed to any Accretion Directed Certificates pursuant
to Section 4.01(e). As to any Class of Accrual Certificates
and any Accrual Component and each Distribution Date after
the related Accretion Termination Date, zero.
Accrual Certificates: None.
Accrual Component: None.
Accrued Certificate Interest: As to any Distribution
Date and any Class of Certificates (other than any Class of
Principal Only Certificates and any Class of Certificates
consisting of Specified Components), interest accrued
during the related Interest Accrual Period at the applicable
Certificate Interest Rate on the Class Certificate Principal
1
<PAGE>
Balance (or, in the case of any Class of Notional
Certificates other than the Class S Certificates, on the
aggregate Notional Principal Balance) thereof immediately
prior to (or, in the case of the Class S Certificates, on
the aggregate Notional Principal Balance thereof with
respect to) such Distribution Date, calculated on the basis
of a 360-day year consisting of twelve 30-day months. As to
any Distribution Date and any Specified Component (other
than any Principal Only Component), interest accrued during
the related Interest Accrual Period at the applicable
Component Interest Rate on the Component Principal Balance
(or Notional Component Principal Balance) thereof
immediately prior to such Distribution Date, calculated on
the basis of a 360-day year consisting of twelve 30-day
months. As to any Distribution Date and any Class of
Certificates consisting of Specified Components, the
aggregate of Accrued Certificate Interest on such Specified
Components for such Distribution Date.
Accrued Certificate Interest on each Class of
Certificates (other than any Class of Principal Only
Certificates and any Class of Certificates consisting of
Specified Components) and any Specified Component (other
than any Principal Only Component) shall be reduced by such
Class's or Specified Component's share of the amount of any
Net Interest Shortfall and Interest Losses for such
Distribution Date. Any Net Interest Shortfall and Interest
Losses shall be allocated among the Classes of Certificates
(other than any Class of Principal Only Certificates and
any Class of Certificates consisting of Specified
Components) and among the Specified Components (other than
any Principal Only Component) in proportion to the
respective amounts of Accrued Certificate Interest that
would have resulted absent such shortfall or losses.
Agreement: This Pooling and Servicing Agreement and
all amendments hereof and supplements hereto.
Allocable Share: (a) As to any Distribution Date and
amounts distributable pursuant to clauses (i) and (iii) of
the definition of Junior Optimal Principal Amount, and as
to each Class of Junior Certificates, the fraction,
expressed as a percentage, the numerator of which is the
Class Certificate Principal Balance of such Class and the
denominator of which is the aggregate Class Certificate
Principal Balance of the Junior Certificates.
(b) As to any Distribution Date and amounts
distributable pursuant to clauses (ii), (iv) and (v) of the
definition of Junior Optimal Principal Amount, and as to the
2
<PAGE>
Class M Certificates and each Class of Class B Certificates
for which the related Prepayment Distribution Trigger has
been satisfied on such Distribution Date, the fraction,
expressed as a percentage, the numerator of which is the
Class Certificate Principal Balance of such Class and the
denominator of which is the aggregate Class Certificate
Principal Balance of all such Classes. As to any
Distribution Date and each Class of Class B Certificates
for which the related Prepayment Distribution Trigger has
not been satisfied on such Distribution Date, 0%.
Amortization Payment: As to any REO Mortgage Loan and
any month, the payment of principal and accrued interest
due in such month in accordance with the terms of the
related Mortgage Note as contemplated by Section 3.08(b).
Amount Held for Future Distribution: As to each
Distribution Date, the total of all amounts credited to the
Mortgage Loan Payment Record as of the preceding
Determination Date on account of (i) Principal Prepayments,
Insurance Proceeds and Liquidation Proceeds received
subsequent to the preceding Prepayment Period applicable to
such receipts, and (ii) monthly payments of principal and
interest due subsequent to the preceding Due Date.
Anniversary Determination Date: The Determination Date
occurring in August of each year that the Certificates are
outstanding, commencing in October, 1997.
Assumed Monthly Payment Reduction: As of any
Anniversary Determination Date and as to any Non-Primary
Residence Loan remaining in the Mortgage Pool whose
original principal balance was 80% or greater of the
Original Value thereof, the excess of (i) the Monthly
Payment thereof calculated on the assumption that the
Mortgage Rate thereon was equal to the weighted average (by
principal balance) of the Net Mortgage Rates of all
Outstanding Mortgage Loans (the "Weighted Average Rate") as
of such Anniversary Determination Date over (ii) the
Monthly Payment thereof calculated on the assumption that
the Net Mortgage Rate thereon was equal to the Weighted
Average Rate less 1.25% per annum.
Available Funds: As to each Distribution Date, an
amount equal to the sum of (i) all amounts credited to the
Mortgage Loan Payment Record pursuant to Section 3.02 as of
the preceding Determination Date, (ii) any Monthly Advance
and any Compensating Interest Payment for such Distribution
Date, (iii) the Purchase Price of any Defective Mortgage
Loans, Defaulted Mortgage Loans, and Modified Mortgage
Loans deposited in the Certificate Account on the Business
Day preceding such Distribution Date (including any amounts
3
<PAGE>
deposited in the Certificate Account in connection with any
substitution of a Mortgage Loan as specified in Section
2.03(b)), and (iv) the purchase price of any defaulted
Mortgage Loan purchased under an agreement entered into
pursuant to Section 3.08(e) as of the end of the preceding
Prepayment Period less the sum of (x) the Amount Held for
Future Distribution, and (y) amounts permitted to be
debited from the Mortgage Loan Payment Record pursuant to
clauses (i) through (vii) and (ix) of Section 3.04.
Bankruptcy Coverage Termination Date: The Distribution
Date upon which the Bankruptcy Loss Amount has been reduced
to zero or a negative number (or the Cross-Over Date, if
earlier).
Bankruptcy Loss Amount: As of any Determination Date
prior to the first Anniversary Determination Date, the
Bankruptcy Loss Amount shall equal $100,000, as reduced by
the aggregate amount of Deficient Valuations and Debt
Service Reductions since the Cut-off Date. As of any
Determination Date after the first Anniversary
Determination Date, other than an Anniversary Determination
Date, the Bankruptcy Loss Amount shall equal the Bankruptcy
Loss Amount on the immediately preceding Anniversary
Determination Date as reduced by the aggregate amount of
Deficient Valuations and Debt Service Reductions since such
preceding Anniversary Determination Date. As of any
Anniversary Determination Date, the Bankruptcy Loss Amount
shall equal the lesser of (x) the Bankruptcy Loss Amount as
of the preceding Determination Date as reduced by any
Deficient Valuations and Debt Service Reductions for the
preceding Distribution Date, and (y) the greater of (i) the
Fitch Formula Amount for such Anniversary Determination
Date and (ii) the Formula Amount for such Anniversary
Determination Date.
The Bankruptcy Loss Amount may be further reduced by
the Company (including accelerating the manner in which
such coverage is reduced) provided that prior to any such
reduction, the Company shall obtain written confirmation
from each Rating Agency that such reduction shall not
adversely affect the then-current rating assigned to the
related Classes of Certificates by such Rating Agency and
shall provide a copy of such written confirmation to the
Trustee.
BIF: The Bank Insurance Fund of the FDIC, or its
successor in interest.
Book-Entry Certificate: Any Certificate registered in
the name of the Depository or its nominee, ownership of
which is reflected on the books of the Depository or on the
4
<PAGE>
books of a person maintaining an account with such
Depository (directly or as an indirect participant in
accordance with the rules of such Depository). As of the
Closing Date, each Class of Certificates, other than the
Class B3, Class B4, Class B5, Class PO, Class R and Class S
Certificates, constitutes a Class of Book-Entry
Certificates.
Book-Entry Nominee: As defined in Section 5.02(b).
Business Day: Any day other than a Saturday or a
Sunday, or a day on which banking institutions in New York
City or the city in which the Corporate Trust Office is
located are authorized or obligated by law or executive
order to be closed.
Buydown Funds: Funds contributed by the Mortgagor or
another source in order to reduce the interest payments
required from the Mortgagor for a specified period in
specified amounts.
Buydown Mortgage Loan: Any Mortgage Loan as to which
the Mortgagor pays less than the full monthly payment
specified in the Mortgage Note during the Buydown Period
and the difference between the amount paid by the Mortgagor
and the amount specified in the Mortgage Note is paid from
the related Buydown Funds.
Buydown Period: The period during which Buydown Funds
are required to be applied to the related Buydown Mortgage
Loan.
Category A Percentage: With respect to any
Distribution Date, 33.16519794%.
Category A Senior Certificate: Any Class A1
Certificates.
Category A Senior Optimal Principal Amount: With
respect to any Distribution Date, an amount equal to the
Category A Percentage of the Senior Optimal Principal
Amount.
Category B Group I Final Distribution Date: The first
Distribution Date on which the aggregate Certificate
Principal Balance of the Category B Group I Senior
Certificates has been reduced to zero.
Category B Group I Senior Certificate: Any Class A2,
Class A3, Class A4, Class A5 and Class R Certificate.
5
<PAGE>
Category B Group II Senior Certificate: Any Class A6
Certificate.
Category B Percentage: With respect to any
Distribution Date, 66.83480206%.
Category B Senior Certificate: Any Class A2, Class A3,
Class A4, Class A5, Class A6 and Class R Certificate.
Category B Senior Optimal Principal Amount: With
respect to any Distribution Date, an amount equal to the
Category B Percentage of the Senior Optimal Principal
Amount.
Certificate: Any one of the certificates signed and
countersigned by the Trustee in substantially the forms
attached hereto as Exhibit A.
Certificate Account: The trust account or accounts
created and maintained with the Trustee pursuant to Section
3.02 and which must be an Eligible Account.
Certificate Interest Rate: With respect to any Class
of Certificates other than the Class S Certificates and as
of any Distribution Date, the per annum fixed rate
specified in Section 5.01(b). With respect to the Class S
Certificates and any Distribution Date, the Strip Rate for
such Distribution Date.
Certificate Owner: With respect to any Book-Entry
Certificate, the person who is the beneficial owner thereof.
Certificate Principal Balance: As to any Certificate
other than a Notional Certificate, and as of any
Distribution Date, the Initial Certificate Principal
Balance of such Certificate (plus, in the case of any
Accrual Certificate or Certificate which includes an
Accrual Component, its Percentage Interest of any related
Accrual Amount or Accrual Amounts for each previous
Distribution Date) less the sum of (i) all amounts
distributed with respect to such Certificate in reduction
of the Certificate Principal Balance thereof on previous
Distribution Dates pursuant to Section 4.01, (ii) any
Realized Losses allocated to such Certificate on previous
Distribution Dates pursuant to Section 4.03(b) and (c), and
(iii) in the case of a Subordinate Certificate, such
Certificate's Percentage Interest of the Subordinate
Certificate Writedown Amount allocated to such Certificate
on previous Distribution Dates. The Notional Certificates
are issued without Certificate Principal Balances.
6
<PAGE>
Certificate Register and Certificate Registrar: The
register maintained and the registrar appointed pursuant to
Section 5.02.
Certificateholder or Holder: The person in whose name
a Certificate is registered in the Certificate Register,
except that, solely for the purposes of giving any consent
pursuant to this Agreement, a Certificate of any Class to
the extent that the Company or any affiliate is the
Certificate Owner or Holder thereof (except to the extent
the Company or any affiliate thereof shall be the
Certificate Owner or Holder of all Certificates of such
Class), shall be deemed not to be outstanding and the
Percentage Interest (or Voting Rights) evidenced thereby
shall not be taken into account in determining whether the
requisite amount of Percentage Interests (or Voting Rights)
necessary to effect any such consent has been obtained;
provided, however, that in determining whether the Trustee
shall be protected in relying on such consent only the
Certificates that the Trustee knows to be so held shall be
so disregarded.
Class: All Certificates bearing the same class
designation.
Class A6 Percentage: With respect to any Distribution
Date, the percentage obtained by dividing (x) the Class
Certificate Principal Balance of the Class A6 Certificates
immediately preceding such Distribution Date, by (y) the
aggregate Class Certificate Principal Balance of the
Category B Senior Certificates immediately preceding such
Distribution Date.
Class A6 Prepayment Distribution Percentage: 0%
through the Distribution Date in September 2002; 30%
thereafter through the Distribution Date in September 2003;
40% thereafter through the Distribution Date in September
2004; 60% thereafter through the Distribution Date in
September 2005; 80% thereafter through the Distribution
Date in September 2006; and 100% thereafter.
Class A6 Principal Distribution Amount: With respect
to any Distribution Date, the sum of (a) the Category B
Percentage of the total of the amounts described in clauses
(i) and (iii) of the definition of Senior Optimal Principal
Amount for such date multiplied by the Class A6 Percentage
for such date, and (b) the Category B Percentage of the
total of the amounts described in clauses (ii), (iv) and
(v) of the definition of Senior Optimal Principal Amount
for such date multiplied by the product of (x) the Class A6
Percentage for such date and (y) the Class A6 Prepayment
Distribution Percentage for such date; provided, however,
7
<PAGE>
(i) on the Category B Group I Final Distribution Date, the
Class A6 Principal Distribution Amount will be equal to any
Category B Senior Optimal Principal Amount remaining after
distributions of principal have been made on the Category B
Group I Senior Certificates and (ii) following the Category
B Group I Final Distribution Date, the Class A6 Principal
Distribution Amount will equal the Category B Senior
Optimal Principal Amount.
Class B Certificate: Any Class B1, Class B2, Class B3,
Class B4 or Class B5 Certificate.
Class Certificate Principal Balance: As to any Class
of Certificates, other than any Class of Notional
Certificates, and as of any date of determination, the
aggregate of the Certificate Principal Balances of all
Certificates of such Class. The Class Certificate Principal
Balance of each such Class of Certificates as of the
Closing Date is specified in Section 5.01(b).
Class Interest Shortfall: As to any Distribution Date
and any Class of Certificates (other than any Class of
Principal Only Certificates or any Class consisting of
Specified Components) or any Specified Component, any
amount by which the amount distributed to Holders of such
Class of Certificates or in respect of such Specified
Component (or added to the Class Certificate Principal
Balance of any Class of Accrual Certificates or to the
Component Principal Balance of any Accrual Component
constituting a Specified Component) on such Distribution
Date is less than the Accrued Certificate Interest thereon
or in respect thereof for such Distribution Date. As to any
Distribution Date and any Class of Certificates consisting
of Specified Components, the sum of the Class Interest
Shortfalls for such Components on such date.
Class PO Deferred Amount: As to any Distribution Date
on or prior to the Cross-Over Date, the aggregate of the
applicable PO Percentage of the principal portion of each
Realized Loss, other than any Excess Loss, to be allocated
to the Class PO Certificates on such Distribution Date or
previously allocated to the Class PO Certificates and not
yet paid to the Holders of the Class PO Certificates
pursuant to Section 4.01(a)(iv).
Closing Date: September 26, 1997.
Code: The Internal Revenue Code of 1986, as it may be
amended from time to time, any successor statutes thereto,
and applicable U.S. Department of the Treasury temporary or
final regulations promulgated thereunder.
8
<PAGE>
COFI: The monthly weighted average cost of funds for
savings institutions the home offices of which are located
in Arizona, California, or Nevada that are member
institutions of the Eleventh Federal Home Loan Bank
District, as computed from statistics tabulated and
published by the Federal Home Loan Bank of San Francisco in
its monthly Information Bulletin.
COFI Certificates: None.
COFI Determination Date: As to each Interest Accrual
Period for any COFI Certificates, the last Business Day of
the calendar month preceding the commencement of such
Interest Accrual Period.
Company: GE Capital Mortgage Services, Inc., a
corporation organized and existing under the laws of the
State of New Jersey, or its successor in interest or, if
any successor servicer is appointed as herein provided,
then such successor servicer.
Compensating Interest Payment: With respect to any
Distribution Date, an amount equal to the aggregate of the
Interest Shortfalls described in clauses (a) and (b) of the
definition thereof with respect to such Distribution Date;
provided, however, that such amount shall not exceed the
lesser of (i) an amount equal to the product of (x) the
Pool Scheduled Principal Balance with respect to such
Distribution Date and (y) one-twelfth of 0.125%, and (ii)
the aggregate of the Servicing Fees that the Company would
be entitled to retain on such Distribution Date (less any
portion thereof paid as servicing compensation to any
Primary Servicer) without giving effect to any Compensating
Interest Payment.
Component: None.
Component Certificate: None.
Component Interest Rate: None.
Component Principal Balance: As of any Distribution
Date, and with respect to any Component, other than any
Notional Component, the initial Component Principal Balance
thereof (as set forth, as applicable, in the definition of
Component) (plus, in the case of any Accrual Component, any
related Accrual Amount for each previous Distribution Date)
less the sum of (x) all amounts distributed in reduction
thereof on previous Distribution Dates pursuant to Section
4.01 and (y) the amount of all Realized Losses allocated
thereto pursuant to Section 4.03(d).
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Confirmatory Mortgage Note: With respect to any
Mortgage Loan, a note or other evidence of indebtedness
executed by the Mortgagor confirming its obligation under
the note or other evidence of indebtedness previously
executed by the Mortgagor upon the origination of the
related Mortgage Loan.
Corporate Trust Office: The principal office of the
Trustee at which at any particular time its corporate trust
business shall be administered, which office at the date of
the execution of this instrument is located at 225 Franklin
Street, Boston, Massachusetts 02110, Attention: Corporate
Trust Department.
Cross-Over Date: The first Distribution Date on which
the aggregate Class Certificate Principal Balance of the
Junior Certificates has been reduced to zero (giving effect
to all distributions on such Distribution Date).
Cut-off Date: September 1, 1997.
Debt Service Reduction: As to any Mortgage Loan and
any Determination Date, the excess of (a) the then current
Monthly Payment for such Mortgage Loan over (b) the amount
of the monthly payment of principal and interest required
to be paid by the Mortgagor as established by a court of
competent jurisdiction as a result of a proceeding
initiated by or against the related Mortgagor under the
Bankruptcy Code, as amended from time to time (11 U.S.C.).
Defaulted Mortgage Loan: With respect to any
Determination Date, a Mortgage Loan as to which the related
Mortgagor has failed to make unexcused payment in full of a
total of three or more consecutive installments of
principal and interest, and as to which such delinquent
installments have not been paid, as of the close of
business on the last Business Day of the month next
preceding the month of such Determination Date.
Defective Mortgage Loan: Any Mortgage Loan which is
required to be purchased by the Company (or which the
Company may replace with a substitute Mortgage Loan)
pursuant to Section 2.02 or 2.03(a).
Deficient Valuation: As to any Mortgage Loan and any
Determination Date, the excess of (a) the then outstanding
indebtedness under such Mortgage Loan over (b) the
valuation by a court of competent jurisdiction of the
related Mortgaged Property as a result of a proceeding
initiated by or against the related Mortgagor under the
Bankruptcy Code, as amended from time to time (11 U.S.C.),
pursuant to which such Mortgagor retained such Mortgaged
Property.
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Definitive Certificate: Any Certificate, other than a
Book-Entry Certificate, issued in definitive, fully
registered form.
Definitive Restricted Junior Certificate: Any
Restricted Junior Certificate that is in the form of a
Definitive Certificate.
Depository: The initial Depository shall be The
Depository Trust Company, the nominee of which is CEDE &
Co. The Depository shall at all times be a "clearing
corporation" as defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New York, as amended, or
any successor provisions thereto.
Depository Participant: A broker, dealer, bank or
other financial institution or other Person for which, from
time to time, the Depository effects book-entry transfers
and pledges of securities deposited with such Depository.
Designated Loan Closing Documents: With respect to any
Designated Loan, a Lost Note Affidavit substantially in the
form of Exhibit L, and an assignment of the related
Mortgage to the Trustee in recordable form (except for the
omission therein of recording information concerning such
Mortgage).
Designated Loans: None.
Determination Date: With respect to any Distribution
Date, the fifth Business Day prior thereto.
Discount Mortgage Loan: Any Mortgage Loan with a Net
Mortgage Rate less than 6.75% per annum.
Disqualified Organization: Any of the following: (i)
the United States, any State or political subdivision
thereof, or any agency or instrumentality of any of the
foregoing (including but not limited to state pension
organizations); (ii) a foreign government, International
Organization or any agency or instrumentality of either of
the foregoing; (iii) an organization (except certain
farmers' cooperatives described in Code section 521) which
is exempt from tax imposed by Chapter 1 of the Code
(including the tax imposed by section 511 of the Code on
unrelated business taxable income); and (iv) a rural
electric and telephone cooperative described in Code
section 1381(a)(2)(C). The terms "United States," "State"
and "International Organization" shall have the meanings
set forth in Code section 7701 or successor provisions. A
corporation will not be treated as an instrumentality of
the United States or of any State or political subdivision
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thereof for these purposes if all of its activities are
subject to tax and a majority of its board of directors is
not selected by such governmental unit.
Distribution Date: The 25th day of each calendar month
after the month of initial issuance of the Certificates,
or, if such 25th day is not a Business Day, the next
succeeding Business Day.
Distribution Date Statement: The statement referred to
in Section 4.05(a).
Document File: As defined in Section 2.01.
Due Date: The first day of the month of the related
Distribution Date.
Eligible Account: An account that is either (i)
maintained with a depository institution the debt
obligations of which have been rated by each Rating Agency
in one of its two highest long-term rating categories and
has been assigned by S&P its highest short-term rating,
(ii) an account or accounts the deposits in which are fully
insured by either the BIF or the SAIF, (iii) an account or
accounts, in a depository institution in which such
accounts are insured by the BIF or the SAIF (to the limits
established by the FDIC), the uninsured deposits in which
accounts are either invested in Permitted Investments or
are otherwise secured to the extent required by the Rating
Agencies such that, as evidenced by an Opinion of Counsel
delivered to the Trustee, the Certificateholders have a
claim with respect to the funds in such account or a
perfected first security interest against any collateral
(which shall be limited to Permitted Investments) securing
such funds that is superior to claims of any other
depositors or creditors of the depository institution with
which such account is maintained, (iv) a trust account
maintained with the corporate trust department of a federal
or state chartered depository institution or of a trust
company with trust powers and acting in its fiduciary
capacity for the benefit of the Trustee hereunder or (v)
such account as will not cause either Rating Agency to
downgrade or withdraw its then-current rating assigned to
the Certificates, as evidenced in writing by the Rating
Agencies.
ERISA: The Employee Retirement Income Security Act of
1974, as amended.
ERISA-Restricted Certificate: Any Junior Certificate
or Class S Certificate.
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Event of Default: An event described in Section 7.01.
Excess Bankruptcy Loss: Any Deficient Valuation or
Debt Service Reduction, or portion thereof, (i) occurring
after the Bankruptcy Coverage Termination Date or (ii) if
on such date, in excess of the then-applicable Bankruptcy
Loss Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof,
(i) occurring after the Fraud Coverage Termination Date or
(ii) if on such date, in excess of the then-applicable
Fraud Loss Amount.
Excess Loss: Any Excess Bankruptcy Loss, Excess Fraud
Loss or Excess Special Hazard Loss.
Excess Special Hazard Loss: Any Special Hazard Loss,
or portion thereof, (i) occurring after the Special Hazard
Termination Date or (ii) if on such date, in excess of the
then-applicable Special Hazard Loss Amount.
FDIC: The Federal Deposit Insurance Corporation, or
its successor in interest.
FHLMC: The Federal Home Loan Mortgage Corporation or
its successor in interest.
Financial Intermediary: A broker, dealer, bank or
other financial institution or other Person that clears
through or maintains a custodial relationship with a
Depository Participant.
Fitch: Fitch Investors Service, L.P. and its
successors.
Fitch Formula Amount: As to each Anniversary
Determination Date, the greater of (i) $50,000 and (ii) the
product of (x) the greatest Assumed Monthly Payment
Reduction for any Non-Primary Residence Loan whose original
principal balance was 80% or greater of the Original Value
thereof, (y) the weighted average remaining term to
maturity (expressed in months) of all the Non-Primary
Residence Loans remaining in the Mortgage Pool as of such
Anniversary Determination Date, and (z) the sum of (A) one
plus (B) the number of all remaining Non-Primary Residence
Loans divided by the total number of Outstanding Mortgage
Loans as of such Anniversary Determination Date.
FNMA: The Federal National Mortgage Association or its
successor in interest.
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Formula Amount: As to each Anniversary Determination
Date, the greater of (i) $100,000 and (ii) the product of
(x) 0.06% and (y) the Scheduled Principal Balance of each
Mortgage Loan remaining in the Mortgage Pool whose original
principal balance was 75% or greater of the Original Value
thereof.
Fraud Coverage Termination Date: The Distribution Date
upon which the related Fraud Loss Amount has been reduced
to zero or a negative number (or the Cross-Over Date, if
earlier).
Fraud Loss: Any Realized Loss attributable to fraud in
the origination of the related Mortgage Loan.
Fraud Loss Amount: As of any Distribution Date after
the Cut-off Date, (x) prior to the first anniversary of the
Cut-off Date, an amount equal to $1,550,331 minus the
aggregate amount of Fraud Losses that would have been
allocated to the Junior Certificates in accordance with
Section 4.03 in the absence of the Loss Allocation
Limitation since the Cut-off Date, and (y) from the first
through the fifth anniversary of the Cut-off Date, an
amount equal to (1) the lesser of (a) the Fraud Loss Amount
as of the most recent anniversary of the Cut-off Date and
(b) 1.00% (from the first to third anniversaries of the
Cut-Off Date) or 0.5% (from but excluding the third through
and including the fifth anniversaries of the Cut-Off Date)
of the aggregate outstanding principal balance of all of
the Mortgage Loans as of the most recent anniversary of the
Cutoff Date minus (2) the Fraud Losses that would have been
allocated to the Junior Certificates in accordance with
Section 4.03 in the absence of the Loss Allocation
Limitation since the most recent anniversary of the Cut-off
Date. After the fifth anniversary of the Cut-off Date the
Fraud Loss Amount shall be zero.
Initial Certificate Principal Balance: With respect to
any Certificate, other than a Notional Certificate, the
Certificate Principal Balance of such Certificate or any
predecessor Certificate on the Closing Date.
Initial LIBOR Rate: None.
Insurance Proceeds: Proceeds paid pursuant to the
Primary Insurance Policies, if any, and amounts paid by any
insurer pursuant to any other insurance policy covering a
Mortgage Loan.
Insured Expenses: Expenses covered by the Primary
Insurance Policies, if any, or any other insurance policy or
policies applicable to the Mortgage Loans.
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Interest Accrual Period: With respect to any
Distribution Date and any Class of Certificates (other than
any Class of Principal Only Certificates), or Component,
the one-month period ending on the last day of the month
preceding the month in which such Distribution Date occurs.
Interest Losses: The interest portion of (i) on or
prior to the Cross-Over Date, any Excess Losses and (ii)
after the Cross-Over Date, any Realized Losses and Debt
Service Reductions.
Interest Shortfall: With respect to any Distribution
Date and each Mortgage Loan that during the related
Prepayment Period was the subject of a Voluntary Principal
Prepayment or constitutes a Relief Act Mortgage Loan, an
amount determined as follows:
(a) partial principal prepayments: one month's
interest at the applicable Net Mortgage Rate on the
amount of such prepayment;
(b) principal prepayments in full (including the
Purchase Price of any Modified Mortgage Loan purchased
pursuant to Section 3.01(c)) received on or after the
sixteenth day of the month preceding the month of such
Distribution Date (or, in the case of the first
Distribution Date, on or after the Cut-off Date) but
on or before the last day of the month preceding the
month of such Distribution Date, the difference
between (i) one month's interest at the applicable Net
Mortgage Rate on the Scheduled Principal Balance of
such Mortgage Loan immediately prior to such
prepayment and (ii) the amount of interest for the
calendar month of such prepayment (adjusted to the
applicable Net Mortgage Rate) received at the time of
such prepayment;
(c) principal prepayments in full (including the
Purchase Price of any Modified Mortgage Loan purchased
pursuant to Section 3.01(c)) received by the Company
(or of which the Company receives notice, in the case
of a Mortgage Loan serviced by a Primary Servicer) on
or after the first day but on or before the fifteenth
day of the month of such Distribution Date: none; and
(d) Relief Act Mortgage Loans: As to any Relief
Act Mortgage Loan, the excess of (i) 30 days' interest
(or, in the case of a Principal Prepayment in full,
interest to the date of prepayment) on the Scheduled
Principal Balance thereof (or, in the case of a
Principal Prepayment in part, on the amount so
prepaid) at the related Net Mortgage Rate over (ii) 30
days' interest (or, in the case of a Principal
Prepayment in
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<PAGE>
full, interest to the date of prepayment) on such
Scheduled Principal Balance (or, in the case of a
Principal Prepayment in part, on the amount so
prepaid) at the Net Mortgage Rate required to be paid
by the Mortgagor as limited by application of the
Relief Act.
Junior Certificate: Any Class M or Class B
Certificate.
Junior Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum of the
following (but in no event greater than the aggregate
Certificate Principal Balance of the Junior Certificates
immediately prior to such Distribution Date):
(i) the Junior Percentage of the applicable Non-PO
Percentage of the principal portion of each
Monthly Payment due on the related Due Date on
each Outstanding Mortgage Loan as of such Due Date
as specified in the amortization schedule at the
time applicable thereto (after adjustment for
previous Principal Prepayments and Debt Service
Reductions subsequent to the Bankruptcy Coverage
Termination Date but before any adjustment to such
amortization schedule by reason of any bankruptcy
(other than as aforesaid) or similar proceeding or
any moratorium or similar waiver or grace period);
(ii) the Junior Prepayment Percentage of the applicable
Non-PO Percentage of all principal prepayments in
part received during the related Prepayment
Period, and 100% of any Senior Optimal Principal
Amount not distributed to the Senior Certificates
on such Distribution Date, together with the
Junior Prepayment Percentage of the applicable
Non-PO Percentage of the Scheduled Principal
Balance of each Mortgage Loan which was the
subject of a Voluntary Principal Prepayment in
full during the related Prepayment Period;
(iii) the excess, if any, of (x) the applicable Non-PO
Percentage of the sum of (A) all Net Liquidation
Proceeds allocable to principal received during
the related Prepayment Period (other than in
respect of Mortgage Loans described in clause (B))
and (B) the principal balance of each Mortgage
Loan that was purchased by an insurer from the
Trustee during the related Prepayment Period
pursuant to the related Primary Insurance Policy,
over (y) the amount distributable pursuant to
clause (iii) of the definition of Senior Optimal
Principal on such Distribution Date;
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(iv) the Junior Prepayment Percentage of the
applicable Non-PO Percentage of the Scheduled
Principal Balance of each Mortgage Loan which was
purchased on such Distribution Date pursuant to
Section 2.02, 2.03(a) or 3.16; and
(v) the Junior Prepayment Percentage of the
applicable Non-PO Percentage of the Substitution
Amount for any Mortgage Loan substituted during
the month of such Distribution Date.
For purposes of clause (ii) above, a Voluntary Principal
Prepayment in full with respect to a Mortgage Loan serviced
by a Primary Servicer shall be deemed to have been received
when the Company, as servicer, receives notice thereof.
After the Class Certificate Principal Balances of the
Junior Certificates have been reduced to zero, the Junior
Optimal Principal Amount shall be zero.
Junior Percentage: As to any Distribution Date, the
excess of 100% over the Senior Percentage for such
Distribution Date.
Junior Prepayment Percentage: As to any Distribution
Date, the excess of 100% over the Senior Prepayment
Percentage for such Distribution Date, except that (i)
after the aggregate Certificate Principal Balance of the
Senior Certificates other than the Class PO Certificates
has been reduced to zero, the Junior Prepayment Percentage
shall be 100%, and (ii) after the Cross-Over Date, the
Junior Prepayment Percentage shall be zero.
Latest Possible Maturity Date: October, 2014.
LIBOR: The per annum rate determined, pursuant to
Section 5.08, on the basis of London interbank offered rate
quotations for one-month Eurodollar deposits, as such
quotations may appear on the display designated as page
"LIBO" on the Reuters Monitor Money Rates Service (or such
other page as may replace the LIBO page on the Reuters
Monitor Money Rates Service for the purpose of displaying
London interbank offered quotations of major banks).
LIBOR Certificates: None.
LIBOR Determination Date: The second London Business
Day immediately preceding the commencement of each Interest
Accrual Period for any LIBOR Certificates.
Liquidated Mortgage Loan: Any defaulted Mortgage Loan
as to which the Company has determined that all amounts
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which it expects to recover on behalf of the Trust Fund
from or on account of such Mortgage Loan have been
recovered, including any Mortgage Loan with respect to
which the Company determines not to foreclose upon the
related Mortgaged Property based on its belief that such
Mortgaged Property may be contaminated with or affected by
hazardous or toxic wastes, materials or substances.
Liquidation Expenses: Expenses which are incurred by
the Company in connection with the liquidation of any
defaulted Mortgage Loan and not recovered by the Company
under any Primary Insurance Policy for reasons other than
the Company's failure to comply with Section 3.05, such
expenses including, without limitation, legal fees and
expenses, and, regardless of when incurred, any
unreimbursed amount expended by the Company pursuant to
Section 3.03 or Section 3.06 respecting the related
Mortgage Loan and any related and unreimbursed Property
Protection Expenses.
Liquidation Proceeds: Cash (other than Insurance
Proceeds) received in connection with the liquidation of
any defaulted Mortgage Loan whether through judicial
foreclosure or otherwise.
London Business Day: Any day on which banks are open
for dealing in foreign currency and exchange in London,
England and New York City.
Loss Allocation Limitation: As defined in Section
4.03(g).
Modified Mortgage Loan: Any Mortgage Loan which the
Company has modified pursuant to Section 3.01(c).
Monthly Advance: With respect to any Distribution
Date, the aggregate of the advances required to be made by
the Company pursuant to Section 4.04(a) (or by the Trustee
pursuant to Section 4.04(b)) on such Distribution Date, the
amount of any such Monthly Advance being equal to (a) the
aggregate of payments of principal and interest (adjusted
to the related Net Mortgage Rate) on the Mortgage Loans
that were due on the related Due Date, without regard to
any arrangements entered into by the Company with the
related Mortgagors pursuant to Section 3.02(a)(ii), and
delinquent as of the close of business on the Business Day
next preceding the related Determination Date, less (b) the
amount of any such payments which the Company or the
Trustee, as applicable, in its reasonable judgment believes
will not be ultimately recoverable by it either out of late
payments by the Mortgagor, Net Liquidation Proceeds,
Insurance Proceeds, REO Proceeds or otherwise. With respect
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to any Mortgage Loan, the portion of any such advance or
advances made with respect thereto.
Monthly Payment: The scheduled monthly payment on a
Mortgage Loan for any month allocable to principal or
interest on such Mortgage Loan.
Moody's: Moody's Investors Service, Inc. and its
successors.
Mortgage: The mortgage or deed of trust creating a
first lien on a fee simple interest in real property
securing a Mortgage Note.
Mortgage File: The mortgage documents listed in
Section 2.01 pertaining to a particular Mortgage Loan and
any additional documents required to be added to such
documents pursuant to this Agreement.
Mortgage Loan Payment Record: The record maintained by
the Company pursuant to Section 3.02(b).
Mortgage Loan Schedule: As of any date of
determination, the schedule of Mortgage Loans included in
the Trust Fund. The initial schedule of Mortgage Loans as
of the Cut-off Date is attached hereto as Exhibit C.
Mortgage Loans: As of any date of determination, each
of the mortgage loans identified on the Mortgage Loan
Schedule (as amended pursuant to Section 2.03(b)) delivered
and assigned to the Trustee pursuant to Section 2.01 or
2.03(b), and not theretofore released from the Trust Fund
by the Trustee.
Mortgage Note: With respect to any Mortgage Loan, the
note or other evidence of indebtedness (which may consist
of a Confirmatory Mortgage Note) evidencing the
indebtedness of a Mortgagor under such Mortgage Loan.
Mortgage Pool: The aggregate of the Mortgage Loans
identified in the Mortgage Loan Schedule.
Mortgage Rate: The per annum rate of interest borne by
a Mortgage Loan as set forth in the related Mortgage Note.
Mortgaged Property: The property securing the Mortgage
Note.
Mortgagor: With respect to any Mortgage Loan, each
obligor on the related Mortgage Note.
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Net Interest Shortfall: With respect to any
Distribution Date, the excess, if any, of the aggregate
Interest Shortfalls for such Distribution Date over any
Compensating Interest Payment for such date.
Net Liquidation Proceeds: As to any Liquidated
Mortgage Loan, the sum of (i) any Liquidation Proceeds
therefor less the related Liquidation Expenses, and (ii)
any Insurance Proceeds therefor, other than any such
Insurance Proceeds applied to the restoration of the
related Mortgaged Property.
Net Mortgage Rate: With respect to any Mortgage Loan,
the related Mortgage Rate less the applicable Servicing Fee
Rate.
Non-Book-Entry Certificate: Any Certificate other than
a Book-Entry Certificate.
Non-Credit Loss: Any Fraud Loss, Special Hazard Loss
or Deficient Valuation.
Non-Discount Mortgage Loan: Any Mortgage Loan with a
Net Mortgage Rate greater than or equal to 6.75% per annum.
Non-permitted Foreign Holder: As defined in Section
5.02(b).
Non-PO Percentage: As to any Discount Mortgage Loan, a
fraction (expressed as a percentage), the numerator of
which is the Net Mortgage Rate of such Discount Mortgage
Loan and the denominator of which is 6.75%. As to any
Non-Discount Mortgage Loan, 100%.
Non-Primary Residence Loan: Any Mortgage Loan secured
by a Mortgaged Property that is (on the basis of
representations made by the Mortgagors at origination) a
second home or investor-owned property.
Nonrecoverable Advance: All or any portion of any
Monthly Advance or Monthly Advances previously made by the
Company (or the Trustee) which, in the reasonable judgment
of the Company (or, as applicable, the Trustee) will not be
ultimately recoverable from related Net Liquidation
Proceeds, Insurance Proceeds, REO Proceeds or otherwise.
The determination by the Company that it has made a
Nonrecoverable Advance or that any advance, if made, would
constitute a Nonrecoverable Advance, shall be evidenced by
an Officer's Certificate of the Company delivered to the
Trustee and detailing the reasons for such determination.
Non-U.S. Person: As defined in Section 4.02(c).
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Notional Certificate: Any Class S Certificate.
Notional Component: None.
Notional Component Balance: None.
Notional Principal Balance: As to any Distribution
Date and the Class S Certificates, the aggregate Scheduled
Principal Balance of the Outstanding Non-Discount Mortgage
Loans as of the Due Date in the month preceding such
Distribution Date. As to any Distribution Date and any
Class S Certificate, such Certificate's Percentage Interest
of the aggregate Notional Principal Balance of the Class S
Certificates for such Distribution Date.
Officer's Certificate: A certificate signed by the
President, a Senior Vice President or a Vice President of
the Company and delivered to the Trustee.
Opinion of Counsel: A written opinion of counsel, who
may be counsel for the Company; provided, however, that any
Opinion of Counsel with respect to the interpretation or
application of the REMIC Provisions or the status of an
account as an Eligible Account shall be the opinion of
independent counsel satisfactory to the Trustee.
Original Subordinate Principal Balance: As set forth
in the definition of Senior Prepayment Percentage.
Original Value: The value of the property underlying a
Mortgage Loan based, in the case of the purchase of the
underlying Mortgaged Property, on the lower of an appraisal
satisfactory to the Company or the sales price of such
property or, in the case of a refinancing, on an appraisal
satisfactory to the Company.
Outstanding Mortgage Loan: With respect to any Due
Date, a Mortgage Loan which, prior to such Due Date, was
not the subject of a Principal Prepayment in full, did not
become a Liquidated Mortgage Loan and was not purchased
pursuant to Section 2.02, 2.03(a), 3.01(c) or 3.16 or
replaced pursuant to Section 2.03(b).
Outstanding Non-Discount Mortgage Loan: Any
Outstanding Mortgage Loan that is a Non-Discount Mortgage
Loan.
PAC Balance: As to any Distribution Date and any Class
of PAC Certificates and any PAC Component, the balance
designated as such for such Distribution Date and such
Class or Component as set forth in the Principal Balance
Schedules.
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PAC Certificate: None.
PAC Component: None.
Pay-out Rate: With respect to any Class of
Certificates (other than any Class of Principal Only
Certificates) and any Distribution Date, the rate at which
interest is distributed on such Class on such Distribution
Date and which is equal to a fraction (expressed as an
annualized percentage) the numerator of which is the
Accrued Certificate Interest for such Class and
Distribution Date, and the denominator of which is the
Class Certificate Principal Balance (or, in the case of the
Notional Certificates, the Notional Principal Balance) of
such Class immediately prior to such Distribution Date.
Percentage Interest: With respect to any Certificate,
the percentage interest in the undivided beneficial
ownership interest in the Trust Fund evidenced by
Certificates of the same Class as such Certificate. With
respect to any Certificate, the Percentage Interest
evidenced thereby shall equal the Initial Certificate
Principal Balance (or, in the case of a Notional
Certificate, the initial Notional Principal Balance)
thereof divided by the aggregate Initial Certificate
Principal Balance (or, in the case of a Notional
Certificate, the aggregate initial Notional Principal
Balance) of all Certificates of the same Class.
Permitted Investments: One or more of the following;
provided, however, that no such Permitted Investment may
mature later than the Business Day preceding the
Distribution Date after such investment except as otherwise
provided in Section 3.02(e) hereof, provided, further, that
such investments qualify as "cash flow investments" as
defined in section 860G(a)(6) of the Code:
(i) obligations of, or guaranteed as to timely
receipt of principal and interest by, the United
States or any agency or instrumentality thereof when
such obligations are backed by the full faith and
credit of the United States;
(ii) repurchase agreements on obligations
specified in clause (i) provided that the unsecured
obligations of the party agreeing to repurchase such
obligations are at the time rated by each Rating
Agency in the highest long-term rating category;
(iii) federal funds, certificates of deposit, time
deposits and banker's acceptances, of any U.S.
depository institution or trust company incorporated
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under the laws of the United States or any state
provided that the debt obligations of such depository
institution or trust company at the date of
acquisition thereof have been rated by each Rating
Agency in the highest long-term rating category;
(iv) commercial paper of any corporation
incorporated under the laws of the United States or
any state thereof which on the date of acquisition has
the highest short term rating of each Rating Agency;
and
(v) other obligations or securities that are
acceptable to each Rating Agency as a Permitted
Investment hereunder and will not, as evidenced in
writing, result in a reduction or withdrawal in the
then current rating of the Certificates.
Notwithstanding the foregoing, Permitted Investments shall
not include "stripped securities" and investments which
contractually may return less than the purchase price
therefor.
Person: Any legal person, including any individual,
corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Plan: Any Person which is an employee benefit plan
subject to ERISA or a plan subject to section 4975 of the
Code.
PO Percentage: As to any Discount Mortgage Loan, a
fraction (expressed as a percentage), the numerator of
which is the excess of 6.75% over the Net Mortgage Rate of
such Discount Mortgage Loan and the denominator of which is
6.75%. As to any Non-Discount Mortgage Loan, 0%.
PO Principal Distribution Amount: As to any
Distribution Date, an amount equal to the sum of the
applicable PO Percentage of:
(i) the principal portion of each Monthly Payment due
on the related Due Date on each Outstanding
Mortgage Loan as of such Due Date as specified in
the amortization schedule at the time applicable
thereto (after adjustments for previous Principal
Prepayments and Debt Service Reductions subsequent
to the Bankruptcy Coverage Termination Date but
before any adjustment to such amortization
schedule by reason of any bankruptcy (except as
aforesaid) or similar proceeding or any moratorium
or similar waiver or grace period);
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(ii) all principal prepayments in part received during
the related Prepayment Period, together with the
Scheduled Principal Balance (as reduced by any
Deficient Valuation occurring on or prior to the
Bankruptcy Coverage Termination Date) of each
Mortgage Loan which was the subject of a Voluntary
Principal Prepayment in full during the related
Prepayment Period;
(iii) the sum of (A) all Net Liquidation Proceeds
allocable to principal received in respect of each
Mortgage Loan that became a Liquidated Mortgage
Loan during the related Prepayment Period (other
than Mortgage Loans described in clause (B)) and
(B) the principal balance of each Mortgage Loan
purchased by an insurer from the Trustee pursuant
to the related Primary Insurance Policy, in each
case during the related Prepayment Period;
(iv) the Scheduled Principal Balance (as reduced by
any Deficient Valuation occurring on or prior to
the Bankruptcy Coverage Termination Date) of each
Mortgage Loan which was purchased on such
Distribution Date pursuant to Section 2.02,
2.03(a) or 3.16; and
(v) the Substitution Amount for any Mortgage Loan
substituted during the month of such Distribution
Date; for purposes of this clause (v), the
definition of "Substitution Amount" shall be
modified to reduce the Scheduled Principal Balance
of the Mortgage Loan that is substituted for by
any Deficient Valuation occurring on or prior to
the Bankruptcy Coverage Termination Date.
For purposes of clause (ii) above, a Voluntary Principal
Prepayment in full with respect to a Mortgage Loan serviced
by a Primary Servicer shall be deemed to have been received
when the Company, as servicer, receives notice thereof.
Pool Scheduled Principal Balance: With respect to any
Distribution Date, the aggregate Scheduled Principal
Balance of all the Mortgage Loans that were Outstanding
Mortgage Loans on the Due Date in the month next preceding
the month of such Distribution Date (or, in the case of the
first Distribution Date, the Cut-off Date; or, if so
specified, such other date).
Prepayment Assumption: The assumed fixed schedule of
prepayments on a pool of new mortgage loans with such
schedule given as a monthly sequence of prepayment rates,
expressed as annualized percent values. These values start
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at 0.2% per year in the first month, increase by 0.2% per
year in each succeeding month until month 30, ending at
6.0% per year. At such time, the rate remains constant at
6.0% per year for the balance of the remaining term.
Multiples of the Prepayment Assumption are calculated from
this prepayment rate series.
Prepayment Assumption Multiple: 250% of the Prepayment
Assumption.
Prepayment Distribution Trigger: As of any
Distribution Date and as to each Class of Class B
Certificates, the related Prepayment Distribution Trigger
is satisfied if (x) the fraction, expressed as a
percentage, the numerator of which is the aggregate Class
Certificate Principal Balance of such Class and each Class
subordinate thereto, if any, on such Distribution Date, and
the denominator of which is the Pool Scheduled Principal
Balance for such Distribution Date, equals or exceeds (y)
such percentage calculated as of the Closing Date.
Prepayment Interest Excess: As to any Voluntary
Principal Prepayment in full received from the first day
through the fifteenth day of any calendar month (other than
the calendar month in which the Cut-off Date occurs), all
amounts paid in respect of interest on such Principal
Prepayment. For purposes of determining the amount of
Prepayment Interest Excess for any month, a Voluntary
Principal Prepayment in full with respect to a Mortgage
Loan serviced by a Primary Servicer shall be deemed to have
been received when the Company, as servicer, receives
notice thereof. All Prepayment Interest Excess shall be
retained by the Company, as servicer, as additional
servicing compensation.
Prepayment Period: With respect to any Distribution
Date and any Voluntary Principal Prepayment in part or
other Principal Prepayment other than a Voluntary Principal
Prepayment in full, the calendar month preceding the month
of such Distribution Date; with respect to any Distribution
Date and any Voluntary Principal Prepayment in full, the
period beginning on the sixteenth day of the calendar month
preceding the month of such Distribution Date (or, in the
case of the first Distribution Date, beginning on the
Cutoff Date) and ending on the fifteenth day of the month
in which such Distribution Date occurs.
Primary Insurance Policy: The certificate of private
mortgage insurance relating to a particular Mortgage Loan,
or an electronic screen print setting forth the information
contained in such certificate of private mortgage
insurance, including, without limitation, information
relating to the
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name of the mortgage insurance carrier, the certificate
number, the loan amount, the property address, the
effective date of coverage, the amount of coverage and the
expiration date of the policy. Each such policy covers
defaults by the Mortgagor, which coverage shall equal the
portion of the unpaid principal balance of the related
Mortgage Loan that exceeds 75% (or such lesser coverage
required or permitted by FNMA or FHLMC) of the Original
Value of the underlying Mortgaged Property.
Primary Servicer: Any servicer with which the Company
has entered into a servicing agreement, as described in
Section 3.01(f).
Principal Balance Schedules: Any principal balance
schedules attached hereto, if applicable, as Exhibit B,
setting forth the PAC Balances of any PAC Certificates and
PAC Components, the TAC Balances of any TAC Certificates
and TAC Components, and the Scheduled Balances of any
Scheduled Certificates and Scheduled Components.
Principal Only Certificate: Any Class PO Certificate.
Principal Only Component: None.
Principal Prepayment: Any payment or other recovery of
principal on a Mortgage Loan (including, for this purpose,
any refinancing permitted by Section 3.01, any Purchase
Price of a Modified Mortgage Loan purchased pursuant to
Section 3.01(c) and any REO Proceeds treated as such
pursuant to Section 3.08(b)) which is received in advance
of its scheduled Due Date and is not accompanied by an
amount of interest representing scheduled interest for any
month subsequent to the month of prepayment.
Private Placement Memorandum: The private placement
memorandum relating to the Restricted Junior Certificates
dated September 24, 1997.
Prohibited Transaction Exemption: U.S. Department of
Labor Prohibited Transaction Exemption 89-89, 54 Fed. Reg.
42589, October 17, 1989.
Property Protection Expenses: With respect to any
Mortgage Loan, expenses paid or incurred by or for the
account of the Company in accordance with the related
Mortgage for (a) real estate property taxes and property
repair, replacement, protection and preservation expenses
and (b) similar expenses reasonably paid or incurred to
preserve or protect the value of such Mortgage to the
extent the Company is not reimbursed therefor pursuant to
the
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<PAGE>
Primary Insurance Policy, if any, or any other insurance
policy with respect thereto.
Purchase Price: With respect to any Mortgage Loan
required or permitted to be purchased hereunder from the
Trust Fund, an amount equal to 100% of the unpaid principal
balance thereof plus interest thereon at the applicable
Mortgage Rate from the date to which interest was last paid
to the first day of the month in which such purchase price
is to be distributed; provided, however, that if the
Company is the servicer hereunder, such purchase price
shall be net of unreimbursed Monthly Advances with respect
to such Mortgage Loan, and the interest component of the
Purchase Price may be computed on the basis of the Net
Mortgage Rate for such Mortgage Loan; and provided,
further, that if such Mortgage Loan is a Modified Mortgage
Loan, the interest component of the Purchase Price shall be
computed (i) on the basis of the applicable Mortgage Rate
before giving effect to the related modification and (ii)
from the date to which interest was last paid to the date
on which such Modified Mortgage Loan is assigned to the
Company pursuant to Section 3.01(c).
QIB: A "qualified institutional buyer" as defined in
Rule 144A under the Securities Act of 1933, as amended.
Rating Agency: Any statistical credit rating agency,
or its successor, that rated any of the Certificates at the
request of the Company at the time of the initial issuance
of the Certificates. If such agency or a successor is no
longer in existence, "Rating Agency" shall be such
statistical credit rating agency, or other comparable
Person, designated by the Company, notice of which
designation shall be given to the Trustee. References
herein to the two highest long-term rating categories of a
Rating Agency shall mean such ratings without any
modifiers. As of the date of the initial issuance of the
Certificates, the Rating Agencies are Fitch and S&P; except
that for purposes of the Junior Certificates (other than
the Class B5 Certificates), Fitch shall be the sole Rating
Agency. The Class B5 Certificates are issued without
ratings.
Realized Loss: Any (i) Deficient Valuation or (ii) as
to any Liquidated Mortgage Loan, (x) the unpaid principal
balance of such Liquidated Mortgage Loan plus accrued and
unpaid interest thereon at the Net Mortgage Rate through
the last day of the month of such liquidation less (y) the
related Liquidation Proceeds and Insurance Proceeds (as
reduced by the related Liquidation Expenses).
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Record Date: The last Business Day of the month
immediately preceding the month of the related Distribution
Date.
Reference Banks: As defined in Section 5.08.
Relief Act: The Soldiers' and Sailors' Civil Relief
Act of 1940, as amended.
Relief Act Mortgage Loan: Any Mortgage Loan as to
which the Monthly Payment thereof has been reduced due to
the application of the Relief Act.
REMIC: A "real estate mortgage investment conduit"
within the meaning of section 860D of the Code.
REMIC Provisions: Provisions of the federal income tax
law relating to real estate mortgage investment conduits,
which appear at sections 860A through 860G of Part IV of
Subchapter M of Chapter 1 of the Code, and related
provisions, and U.S. Office of the Treasury temporary or
final regulations promulgated thereunder, as the foregoing
may be in effect from time to time, as well as provisions
of applicable state laws.
REO Mortgage Loan: Any Mortgage Loan which is not a
Liquidated Mortgage Loan and as to which the related
Mortgaged Property is held as part of the Trust Fund.
REO Proceeds: Proceeds, net of any related expenses of
the Company, received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of
the related Mortgaged Property).
Reserve Fund: None.
Reserve Interest Rate: As defined in Section 5.08.
Residual Certificate: Any Class R Certificate.
Responsible Officer: When used with respect to the
Trustee, any officer or assistant officer assigned to and
working in the Corporate Trust Department of the Trustee
and, also, with respect to a particular matter, any other
officer to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular
subject.
Restricted Certificate: Any Restricted Junior
Certificate, Class PO Certificate or Class S Certificate.
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<PAGE>
Restricted Junior Certificate: Any Class B3, Class B4
or Class B5 Certificate.
S&P: Standard & Poor's Rating Services, a division of
The McGraw-Hill Companies, Inc., and its successors.
SAIF: The Savings Association Insurance Fund of the
FDIC, or its successor in interest.
Scheduled Balance: As to any Distribution Date and any
Class of Scheduled Certificates and any Scheduled
Component, the balance designated as such for such
Distribution Date and such Class or Component as set forth
in the Principal Balance Schedules.
Scheduled Certificates: None.
Scheduled Component: None.
Scheduled Principal Balance: As to any Mortgage Loan
and Distribution Date, the principal balance of such
Mortgage Loan as of the Due Date in the month next
preceding the month of such Distribution Date (or, if so
specified, such other date) as specified in the
amortization schedule at the time relating to such Mortgage
Loan (before any adjustment to such amortization schedule
by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period) after giving
effect to any previous Principal Prepayments, Deficient
Valuations incurred subsequent to the Bankruptcy Coverage
Termination Date, adjustments due to the application of the
Relief Act and the payment of principal due on such Due
Date, irrespective of any delinquency in payment by the
related Mortgagor. As to any Mortgage Loan and the Cut-off
Date, the "unpaid balance" thereof specified in the initial
Mortgage Loan Schedule.
Senior Certificate: Any Certificate other than a
Junior Certificate or Class S Certificate.
Senior Certificate Principal Balance: As of any
Distribution Date, an amount equal to the sum of the
Certificate Principal Balances of the Senior Certificates
(other than any Class PO Certificates).
Senior Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum of:
(i) the Senior Percentage of the applicable Non-PO
Percentage of the principal portion of each
Monthly Payment due on the related Due Date on
each Outstanding Mortgage Loan as of such Due Date
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<PAGE>
as specified in the amortization schedule at the
time applicable thereto (after adjustments for
previous Principal Prepayments and Debt Service
Reductions subsequent to the Bankruptcy Coverage
Termination Date but before any adjustment to
such amortization schedule by reason of any
bankruptcy (except as aforesaid) or similar
proceeding or any moratorium or similar waiver or
grace period);
(ii) the Senior Prepayment Percentage of the applicable
Non-PO Percentage of all principal prepayments in
part received during the related Prepayment
Period, together with the Senior Prepayment
Percentage of the applicable Non-PO Percentage of
the Scheduled Principal Balance of each Mortgage
Loan which was the subject of a Voluntary
Principal Prepayment in full during the related
Prepayment Period;
(iii) the lesser of (x) the Senior Percentage of the
applicable Non-PO Percentage of the sum of (A) the
Scheduled Principal Balance of each Mortgage Loan
that became a Liquidated Mortgage Loan (other than
Mortgage Loans described in clause (B)) during the
related Prepayment Period and (B) the Scheduled
Principal Balance of each Mortgage Loan that was
purchased by an insurer from the Trustee during
the related Prepayment Period pursuant to the
related Primary Insurance Policy, as reduced in
each case by the Senior Percentage of the
applicable Non-PO Percentage of the principal
portion of any Excess Losses (other than Excess
Bankruptcy Losses attributable to Debt Service
Reductions), and (y) the Senior Prepayment
Percentage of the applicable Non-PO Percentage of
the sum of (A) all Net Liquidation Proceeds
allocable to principal received in respect of each
such Liquidated Mortgage Loan (other than Mortgage
Loans described in clause (B)) and (B) the
principal balance of each such Mortgage Loan
purchased by an insurer from the Trustee pursuant
to the related Primary Insurance Policy, in each
case during the related Prepayment Period;
(iv) the Senior Prepayment Percentage of the
applicable Non-PO Percentage of the Scheduled
Principal Balance of each Mortgage Loan which was
purchased on such Distribution Date pursuant to
Section 2.02, 2.03(a) or 3.16; and
(v) the Senior Prepayment Percentage of the applicable
Non-PO Percentage of the Substitution Amount for
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any Mortgage Loan substituted during the month of
such Distribution Date.
For purposes of clause (ii) above, a Voluntary Principal
Prepayment in full with respect to a Mortgage Loan serviced
by a Primary Servicer shall be deemed to have been received
when the Company, as servicer, receives notice thereof.
Senior Percentage: As to any Distribution Date, the
lesser of (i) 100% and (ii) the percentage (carried to six
places rounded up) obtained by dividing the Senior
Certificate Principal Balance immediately prior to such
Distribution Date by an amount equal to the sum of the
Certificate Principal Balances of all the Certificates
other than any Class PO Certificates immediately prior to
such Distribution Date.
Senior Prepayment Percentage: For any Distribution
Date occurring prior to the fifth anniversary of the first
Distribution Date, 100%. For any Distribution Date
occurring on or after the fifth anniversary of the first
Distribution Date, an amount as follows:
(i) for any Distribution Date subsequent to September
2002 to and including the Distribution Date in
September 2003, the Senior Percentage for such
Distribution Date plus 70% of the Junior
Percentage for such Distribution Date;
(ii) for any Distribution Date subsequent to September
2003 to and including the Distribution Date in
September 2004, the Senior Percentage for such
Distribution Date plus 60% of the Junior
Percentage for such Distribution Date;
(iii) for any Distribution Date subsequent to September
2004 to and including the Distribution Date in
September 2005, the Senior Percentage for such
Distribution Date plus 40% of the Junior
Percentage for such Distribution Date;
(iv) for any Distribution Date subsequent to September
2005 to and including the Distribution Date in
September 2006, the Senior Percentage for such
Distribution Date plus 20% of the Junior
Percentage for such Distribution Date; and
(v) for any Distribution Date thereafter, the Senior
Percentage for such Distribution Date.
Notwithstanding the foregoing, (i) if on any Distribution
Date the Senior Percentage exceeds the Senior Percentage as
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<PAGE>
of the Closing Date, the Senior Prepayment Percentage for
such Distribution Date will equal 100%.
In addition, notwithstanding the foregoing, no reduction of
the Senior Prepayment Percentage below the level in effect
for the most recent prior period as set forth in clauses
(i) through (iv) above shall be effective on any
Distribution Date unless at least one of the following two
tests is satisfied:
Test I: If, as of the last day of the month
preceding such Distribution Date, (i) the aggregate
Scheduled Principal Balance of Mortgage Loans
delinquent 60 days or more (including for this purpose
any Mortgage Loans in foreclosure and REO Mortgage
Loans) as a percentage of the aggregate Class
Certificate Principal Balance of the Junior
Certificates as of such date, does not exceed 50%, and
(ii) cumulative Realized Losses with respect to the
Mortgage Loans do not exceed (a) 30% of the aggregate
Class Certificate Principal Balance of the Junior
Certificates as of the Closing Date (the "Original
Subordinate Principal Balance") if such Distribution
Date occurs between and including October 2002 and
September 2003, (b) 35% of the Original Subordinate
Principal Balance if such Distribution Date occurs
between and including October 2003 and September 2004,
(c) 40% of the Original Subordinate Principal Balance
if such Distribution Date occurs between and including
October 2004 and September 2005, (d) 45% of the
Original Subordinate Principal Balance if such
Distribution Date occurs between and including October
2005 and September 2006 and (e) 50% of the Original
Subordinate Principal Balance if such Distribution
Date occurs during or after October 2006; or
Test II: If, as of the last day of the month
preceding such Distribution Date, (i) the aggregate
Scheduled Principal Balance of Mortgage Loans
delinquent 60 days or more (including for this purpose
any Mortgage Loans in foreclosure and REO Mortgage
Loans) averaged over the last three months, as a
percentage of the aggregate Scheduled Principal
Balance of Mortgage Loans averaged over the last three
months, does not exceed 4%, and (ii) cumulative
Realized Losses with respect to the Mortgage Loans do
not exceed (a) 10% of the Original Subordinate
Principal Balance if such Distribution Date occurs
between and including October 2002 and September 2003,
(b) 15% of the Original Subordinate Principal Balance
if such Distribution Date occurs between and including
October 2003 and September 2004, (c) 20% of the Original
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Subordinate Principal Balance if such Distribution
Date occurs between and including October 2004 and
September 2005, (d) 25% of the Original Subordinate
Principal Balance if such Distribution Date occurs
between and including October 2005 and September 2006,
and (e) 30% of the Original Subordinate Principal
Balance if such Distribution Date occurs during or
after October 2006.
Servicer's Certificate: A certificate, completed by
and executed on behalf of the Company by a Servicing
Officer in accordance with Section 4.06, substantially in
the form of Exhibit D hereto or in such other form as the
Company and the Trustee shall agree.
Servicing Fee: As to any Mortgage Loan and
Distribution Date, an amount equal to the product of (i)
the Scheduled Principal Balance of such Mortgage Loan as of
the Due Date in the preceding calendar month and (ii) the
Servicing Fee Rate for such Mortgage Loan.
Servicing Fee Rate: As to any Mortgage Loan, the per
annum rate identified as such for such Mortgage Loan and set
forth in the Mortgage Loan Schedule.
Servicing Officer: Any officer of the Company involved
in, or responsible for, the administration and servicing of
the Mortgage Loans whose name appears on a list of
servicing officers attached to an Officer's Certificate
furnished to the Trustee by the Company, as such list may
from time to time be amended.
Single Certificate: A Certificate with an Initial
Certificate Principal Balance, or initial Notional
Principal Balance, of $1,000 or, in the case of a Class of
Certificates issued with an initial Class Certificate
Principal Balance or initial Notional Principal Balance of
less than $1,000, such lesser amount.
Special Hazard Loss: (i) A Realized Loss suffered by a
Mortgaged Property on account of direct physical loss,
exclusive of (a) any loss covered by a hazard policy or a
flood insurance policy required to be maintained in respect
of such Mortgaged Property under Section 3.06 and (b) any
loss caused by or resulting from:
(1) normal wear and tear;
(2) conversion or other dishonest act on the part of
the Trustee, the Company or any of their agents or
employees; or
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<PAGE>
(3) errors in design, faulty workmanship or faulty
materials, unless the collapse of the property or
a part thereof ensues;
or (ii) any Realized Loss suffered by the Trust Fund
arising from or related to the presence or suspected
presence of hazardous wastes or hazardous substances on a
Mortgaged Property unless such loss to a Mortgaged Property
is covered by a hazard policy or a flood insurance policy
required to be maintained in respect of such Mortgaged
Property under Section 3.06.
Special Hazard Loss Amount: As of any Distribution
Date, an amount equal to $2,661,201 minus the sum of (i)
the aggregate amount of Special Hazard Losses that would
have been allocated to the Junior Certificates in
accordance with Section 4.03 in the absence of the Loss
Allocation Limitation and (ii) the Adjustment Amount (as
defined below) as most recently calculated. On each
anniversary of the Cut-off Date, the "Adjustment Amount"
shall be equal to the amount, if any, by which the amount
calculated in accordance with the preceding sentence
(without giving effect to the deduction of the Adjustment
Amount for such anniversary) exceeds the lesser of (x) the
greater of (A) the product of the Special Hazard Percentage
for such anniversary multiplied by the outstanding
principal balance of all the Mortgage Loans on the
Distribution Date immediately preceding such anniversary
and (B) twice the outstanding principal balance of the
Mortgage Loan which has the largest outstanding principal
balance on the Distribution Date immediately preceding such
anniversary, and (y) an amount calculated by the Company
and approved by each Rating Agency, which amount shall not
be less than $500,000.
Special Hazard Percentage: As of each anniversary of
the Cut-off Date, the greater of (i) 1.00% and (ii) the
largest percentage obtained by dividing (x) the aggregate
outstanding principal balance (as of the immediately
preceding Distribution Date) of the Mortgage Loans secured
by Mortgaged Properties located in a single, five-digit zip
code area in the State of California by (y) the outstanding
principal balance of all the Mortgage Loans as of the
immediately preceding Distribution Date.
Special Hazard Termination Date: The Distribution Date
upon which the Special Hazard Loss Amount has been reduced
to zero or a negative number (or the Cross-Over Date, if
earlier).
Specified Component: None.
Startup Day: As defined in Section 2.06(c).
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<PAGE>
Strip Rate: With respect to the Class S Certificates
and any Distribution Date, a variable rate per annum equal
to the excess of (x) the weighted average (by Scheduled
Principal Balance) carried to six decimal places, rounded
down, of the Net Mortgage Rates of the Outstanding
Non-Discount Mortgage Loans as of the Due Date in the
preceding calendar month (or the Cut-off Date, in the case
of the first Distribution Date) over (y) 6.75%; provided,
however, that such calculation shall not include any
Mortgage Loan that was the subject of a Voluntary Principal
Prepayment in full received by the Company (or of which the
Company received notice, in the case of a Mortgage Loan
serviced by a Primary Servicer) on or after the first day
but on or before the 15th day of such preceding calendar
month.
Subordinate Certificates: As to any date of
determination, first, the Class B5 Certificates until the
Class Certificate Principal Balance thereof has been
reduced to zero; second, the Class B4 Certificates until
the Class Certificate Principal Balance thereof has been
reduced to zero; third, the Class B3 Certificates until the
Class Certificate Principal Balance thereof has been
reduced to zero; fourth, the Class B2 Certificates until
the Class Certificate Principal Balance thereof has been
reduced to zero; fifth, the Class B1 Certificates until the
Class Certificate Principal Balance thereof has been
reduced to zero; and sixth, the Class M Certificates until
the Class Certificate Principal Balance thereof has been
reduced to zero.
Subordinate Certificate Writedown Amount: As to any
Distribution Date, first, any amount distributed to the
Class PO Certificates on such Distribution Date pursuant to
Section 4.01(a)(iv) and second, after giving effect to the
application of clause first above, the amount by which (i)
the sum of the Class Certificate Principal Balances of all
the Certificates (after giving effect to the distribution
of principal and the application of Realized Losses in
reduction of the Certificate Principal Balances of the
related Certificates on such Distribution Date) exceeds
(ii) the Pool Scheduled Principal Balance on the first day
of the month of such Distribution Date less any Deficient
Valuations occurring on or prior to the Bankruptcy Coverage
Termination Date.
Substitution Amount: With respect to any Mortgage Loan
substituted pursuant to Section 2.03(b), the excess of (x)
the Scheduled Principal Balance of the Mortgage Loan that
is substituted for, over (y) the Scheduled Principal
Balance of the related substitute Mortgage Loan, each
balance being determined as of the date of substitution.
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<PAGE>
TAC Balance: As to any Distribution Date and any Class
of TAC Certificates and any TAC Component, the balance
designated as such for such Distribution Date and such
Class or Component as set forth in the Principal Balance
Schedules.
TAC Certificates: None.
TAC Component: None.
Trigger Event: Any one or more of the following: (i)
if the Company is not a wholly-owned direct or indirect
subsidiary of General Electric Company or if General
Electric Capital Corporation shall not own (directly or
indirectly) at least two-thirds of the voting shares of the
capital stock of the Company, (ii) if the long-term senior
unsecured rating of General Electric Capital Corporation is
downgraded or withdrawn by Fitch or S&P below their two
highest rating categories, (iii) if General Electric
Capital Corporation is no longer obligated pursuant to the
terms of the support agreement, dated as of October 1,
1990, between General Electric Capital Corporation and the
Company, to maintain the Company's net worth or liquidity
(as such terms are defined therein) at the levels specified
therein, or if such support agreement, including any
amendment thereto, has been breached, terminated or
otherwise held to be unenforceable and (iv) if such support
agreement, including any amendment thereto, is amended or
modified.
Trust Fund: The corpus of the trust created by this
Agreement evidenced by the Certificates and consisting of:
(i) the Mortgage Loans;
(ii) all payments on or collections in respect of
such Mortgage Loans, except as otherwise described in
the first paragraph of Section 2.01;
(iii) the obligation of the Company to deposit in
the Certificate Account the amounts required by
Sections 3.02(d), 3.02(e) and 4.04(a), and the
obligation of the Trustee to deposit in the
Certificate Account any amount required pursuant to
Section 4.04(b);
(iv) the obligation of the Company to purchase or
replace any Defective Mortgage Loan pursuant to Section
2.02 or 2.03;
(v) the obligation of the Company to purchase any
Modified Mortgage Loan pursuant to Section 3.01(c);
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<PAGE>
(vi) all property acquired by foreclosure or deed
in lieu of foreclosure with respect to any REO Mortgage
Loan;
(vii) the proceeds of the Primary Insurance
Policies, if any, and the hazard insurance policies
required by Section 3.06, in each case, in respect of
the Mortgage Loans;
(viii) the Certificate Account established pursuant
to Section 3.02(d);
(ix) the Eligible Account or Accounts, if any,
established pursuant to Section 3.02(e); and
(x) any collateral funds established to secure
the obligations of the Holder of the Class B4 and
Class B5 Certificates, respectively, under any
agreements entered into between such holder and the
Company pursuant to Section 3.08(e).
Trustee: The institution executing this Agreement as
Trustee, or its successor in interest, or if any successor
trustee is appointed as herein provided, then such
successor trustee so appointed.
Uninsured Cause: Any cause of damage to property
subject to a Mortgage such that the complete restoration of
the property is not fully reimbursable by the hazard
insurance policies required to be maintained pursuant to
Section 3.06.
Unpaid Class Interest Shortfall: As to any
Distribution Date and any Class of Certificates (other than
any Class of Principal Only Certificates and any Class
consisting of Specified Components) or any Specified
Component (other than any Principal Only Component), the
amount, if any, by which the aggregate of the Class
Interest Shortfalls for such Class or in respect of such
Specified Component for prior Distribution Dates is in
excess of the aggregate amounts distributed on prior
Distribution Dates to Holders of such Class of Certificates
or in respect of such Specified Component (or added to the
Class Certificate Principal Balance of any Class of Accrual
Certificates, or to the Component Principal Balance of any
Accrual Component constituting a Specified Component)
pursuant to Section 4.01(a)(ii), in the case of the Senior
Certificates and any Specified Component thereof (other
than any Principal Only Component), and the Class S
Certificates, Section 4.01(a)(vi), in the case of the Class
M Certificates, Section 4.01(a)(ix), in the case of the
Class B1 Certificates, Section 4.01(a)(xii), in the case of
the Class
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B2 Certificates, Section 4.01(a)(xv), in the case of the
Class B3 Certificates, Section 4.01(a)(xviii), in the case
of the Class B4 Certificates, and Section 4.01(a)(xxi), in
the case of the Class B5 Certificates. As to any Class of
Certificates consisting of Specified Components and any
Distribution Date, the sum of the Unpaid Class Interest
Shortfalls for the Specified Components thereof on such
date.
Voluntary Principal Prepayment: With respect to any
Distribution Date, any prepayment of principal received from
the related Mortgagor on a Mortgage Loan (including the
Purchase Price of any Modified Mortgage Loan purchased
pursuant to Section 3.01(c)).
Voting Rights: The portion of the voting rights of all
the Certificates that is allocated to any Certificate for
purposes of the voting provisions of Section 10.01. At all
times during the term of this Agreement, 98% of all Voting
Rights shall be allocated to the Certificates other than
the Class S Certificates, and 2% of all Voting Rights shall
be allocated to the Class S Certificates. Voting Rights
allocated to the Class S Certificates shall be allocated
among the Certificates of such Class in proportion to their
Notional Principal Balances. Voting Rights allocated to the
other Classes of Certificates shall be allocated among such
Classes (and among the Certificates within each such Class)
in proportion to their Class Certificate Principal Balances
(or Certificate Principal Balances), as the case may be.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans. The
Company, concurrently with the execution and delivery of this
Agreement, does hereby transfer, assign, set-over and otherwise
convey to the Trustee without recourse (except as provided
herein) all the right, title and interest of the Company in and
to the Mortgage Loans, including all interest and principal
received by the Company on or with respect to the Mortgage Loans
(other than payments of principal and interest due and payable on
the Mortgage Loans on or before, and all Principal Prepayments
received before, the Cut-off Date).
In connection with such transfer and assignment, the
Company does hereby deliver to the Trustee the following
documents or instruments with respect to each Mortgage Loan
(other than any Designated Loan) so transferred and assigned:
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(i) The Mortgage Note, endorsed without recourse in
blank by the Company, including all intervening
endorsements showing a complete chain of endorsement from
the originator to the Company; provided, however, that if
such Mortgage Note is a Confirmatory Mortgage Note, such
Confirmatory Mortgage Note may be payable directly to the
Company or may show a complete chain of endorsement from
the named payee to the Company;
(ii) Any assumption and modification agreement; and
(iii) An assignment in recordable form (which may be
included in a blanket assignment or assignments) of the
Mortgage to the Trustee.
With respect to each Designated Loan, the Company covenants and
agrees to indemnify the Trustee and the Trust Fund from and hold
them harmless against any and all losses, liabilities, damages,
claims or expenses (other than those resulting from negligence or
bad faith of the Trustee) arising from the Company's failure to
have delivered the related Mortgage Note to the Trustee,
including without limitation any such losses, liabilities,
damages, claims or expenses arising from any action to enforce
the indebtedness evidenced by such Mortgage Note or any claim by
any third party who is the holder of such indebtedness by virtue
of possession of such Mortgage Note.
In instances where a completed assignment of the
Mortgage in recordable form cannot be delivered by the Company to
the Trustee prior to or concurrently with the execution and
delivery of this Agreement, due to a delay in connection with
recording of the Mortgage, the Company may, in lieu of delivering
the completed assignment in recordable form, deliver to the
Trustee the assignment in such form, otherwise complete except
for recording information.
In connection with each Mortgage Loan transferred and
assigned to the Trustee, the Company shall deliver to the Trustee
the following documents or instruments as promptly as
practicable, but in any event within 30 days, after receipt by
the Company of all such documents and instruments for all of the
outstanding Mortgage Loans:
(i) the Mortgage with evidence of recording indicated
thereon;
(ii) a copy of the title insurance policy; and
(iii) with respect to any Mortgage that has been
assigned to the Company, the related recorded intervening
assignment or assignments of Mortgage, showing a complete
chain of assignment from the originator to the Company.
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Pending such delivery, the Company shall retain in its files (a)
copies of the documents described in clauses (i) and (iii) of the
preceding sentence, without evidence of recording thereon, and
(b) title insurance binders with respect to the Mortgage Loans.
The Company shall also retain in its files evidence of any
primary mortgage insurance relating to the Mortgage Loans during
the period when the related insurance is in force. Pending
delivery of the documents referred to in the second preceding
sentence, such evidence of primary mortgage insurance shall
include a copy of the relevant Primary Insurance Policy. (The
copies of the Mortgage, intervening assignments of Mortgage, if
any, title insurance binder and the Primary Insurance Policy, if
any, described in the second and third preceding sentences are
collectively referred to herein as the "Document File" with
respect to each Mortgage Loan.) The Company shall advise the
Trustee in writing if such delivery to the Trustee shall not have
occurred on or before the first anniversary of the Closing Date.
The Company shall promptly furnish to the Trustee the documents
included in the Document Files (other than any such documents
previously delivered to the Trustee as originals or copies)
either (a) upon the written request of the Trustee or (b) when
the Company or the Trustee obtains actual notice or knowledge of
a Trigger Event. The Trustee shall have no obligation to request
delivery of the Document Files unless a Responsible Officer of
the Trustee has actual notice or knowledge of the occurrence of a
Trigger Event.
In the case of Mortgage Loans which have been prepaid
in full after the Cut-off Date and prior to the date of execution
and delivery of this Agreement, the Company, in lieu of
delivering the above documents to the Trustee, herewith delivers
to the Trustee a certification of a Servicing Officer of the
nature set forth in Section 3.09.
The Company shall not be required to record the
assignments of the Mortgages to the Trustee unless the Company or
the Trustee obtains actual notice or knowledge of the occurrence
of any Trigger Event; provided, however, that such recording
shall not be required if the Company delivers to the Trustee a
letter from each Rating Agency to the effect that the failure to
take such action will not cause such Rating Agency to reduce or
withdraw its then current ratings of the Certificates. The party
obtaining actual notice or knowledge of any of such events shall
give the other party prompt written notice thereof. For purposes
of the foregoing (as well as for purposes of determining whether
the Company shall be required to deliver the Document Files to
the Trustee following the occurrence of a Trigger Event), the
Company shall be deemed to have knowledge of any such downgrading
referred to in the definition of Trigger Event if, in the
exercise of reasonable diligence, the Company has or should have
had knowledge thereof. As promptly as practicable subsequent to
the Company's delivery or receipt of such written notice, as the
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case may be, the Company shall insert the recording information
in the assignments of the Mortgages to the Trustee and shall
cause the same to be recorded, at the Company's expense, in the
appropriate public office for real property records, except that
the Company need not cause to be so completed and recorded any
assignment which relates to a Mortgage Loan secured by property
in a jurisdiction under the laws of which, on the basis of an
Opinion of Counsel reasonably satisfactory to the Trustee and
satisfactory to each Rating Agency (as evidenced in writing),
recordation of such assignment is not necessary to protect the
Trustee against discharge of such Mortgage Loan by the Company or
any valid assertion that any Person other than the Trustee has
title to or any rights in such Mortgage Loan. In the event that
the Company fails or refuses to record the assignment of
Mortgages in the circumstances provided above, the Trustee shall
record or cause to be recorded such assignment at the expense of
the Company. In connection with the recording of any such
assignment, the Company shall furnish such documents as may be
reasonably necessary to accomplish such recording.
Notwithstanding the foregoing, at any time the Company may
record, or cause to be recorded, the assignments of Mortgages at
the expense of the Company.
Section 2.02. Acceptance by Trustee. Subject to the
examination hereinafter provided, the Trustee acknowledges
receipt of the Mortgage Notes, the assignments of the Mortgages
to the Trustee, the assumption and modification agreements, if
any, and the Designated Loan Closing Documents, if any, delivered
pursuant to Section 2.01, and declares that the Trustee holds and
will hold such documents and each other document delivered to it
pursuant to Section 2.01 in trust, upon the trusts herein set
forth, for the use and benefit of all present and future
Certificateholders. The Trustee agrees, for the benefit of
Certificateholders, to review each Mortgage File within 45 days
after (i) the execution and delivery of this Agreement, in the
case of the Mortgage Notes, the assignments of the Mortgages to
the Trustee, the assumption and modification agreements, if any,
and the Designated Loan Closing Documents, if any, (ii) delivery
to the Trustee after the Closing Date of the Mortgage Notes and
the assumption and modification agreements, if any, with respect
to each Designated Loan, and (iii) delivery of the recorded
Mortgages, title insurance policies and recorded intervening
assignments of Mortgage, if any, to ascertain that all required
documents set forth in Section 2.01 have been executed, received
and recorded, if applicable, and that such documents relate to
the Mortgage Loans identified in Exhibit C hereto. In performing
such examination, the Trustee may conclusively assume the due
execution and genuineness of any such document and the
genuineness of any signature thereon. It is understood that the
scope of the Trustee's examination of the Mortgage Files is
limited solely to confirming, after receipt of the documents
listed in Section 2.01, that such documents have been executed,
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received and recorded, if applicable, and relate to the Mortgage
Loans identified in Exhibit C to this Agreement. If in the course
of such review the Trustee finds (1) that any document required
to be delivered as aforesaid has not been delivered, or (2) any
such document has been mutilated, defaced or physically altered
without the borrower's authorization or approval, or (3) based
upon its examination of such documents, the information with
respect to any Mortgage Loan set forth on Exhibit C is not
accurate, the Trustee shall promptly so notify the Company in
writing, which shall have a period of 60 days after receipt of
such notice to correct or cure any such defect. The Company
hereby covenants and agrees that, if any such material defect
cannot be corrected or cured, the Company will on a Distribution
Date which is not later than the first Distribution Date which is
more than ten days after the end of such 60-day period repurchase
the related Mortgage Loan from the Trustee at the Purchase Price
therefor or replace such Mortgage Loan pursuant to Section
2.03(b); provided, however, that if the defect (or breach
pursuant to Section 2.03(a)) is one that, had it been discovered
before the Startup Day, would have prevented the Mortgage Loan
from being a "qualified mortgage" within the meaning of the REMIC
Provisions, such defect or breach shall be cured, or the related
Mortgage Loan shall be repurchased or replaced, on a Distribution
Date which falls within 90 days of the date of discovery of such
defect or breach. The Purchase Price for the repurchased Mortgage
Loan, or any amount required in respect of a substitution
pursuant to Section 2.03(b), shall be deposited by the Company in
the Certificate Account pursuant to Section 3.02(d) on the
Business Day prior to the applicable Distribution Date and, upon
receipt by the Trustee of written notification of such deposit
signed by a Servicing Officer, the Trustee shall release or cause
to be released to the Company the related Mortgage File and shall
execute and deliver or cause to be executed and delivered such
instruments of transfer or assignment, in each case without
recourse, as shall be necessary to vest in the Company any
Mortgage Loan released pursuant hereto. It is understood and
agreed that the obligation of the Company to repurchase or
replace any Mortgage Loan as to which a material defect in a
constituent document exists shall constitute the sole remedy
respecting such defect available to Certificateholders or the
Trustee on behalf of Certificateholders.
Upon receipt by the Trustee of the Mortgage Note with
respect to a Designated Loan that is not defective in accordance
with the fifth sentence of the preceding paragraph, the related
Lost Note Affidavit delivered pursuant to Section 2.01 shall be
void and the Trustee shall return it to the Company.
Section 2.03. Representations and Warranties of the
Company; Mortgage Loan Repurchase. (a) The Company hereby
represents and warrants to the Trustee that:
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(i) The information set forth in Exhibit C hereto was
true and correct in all material respects at the date or
dates respecting which such information is furnished;
(ii) As of the date of the initial issuance of the
Certificates, each Mortgage is a valid and enforceable
first lien on the property securing the related Mortgage
Note subject only to (a) the lien of current real property
taxes and assessments, (b) covenants, conditions and
restrictions, rights of way, easements and other matters of
public record as of the date of recording of such Mortgage,
such exceptions appearing of record being acceptable to
mortgage lending institutions generally in the area wherein
the property subject to the Mortgage is located or
specifically reflected in the appraisal obtained in
connection with the origination of the related Mortgage
Loan obtained by the Company and (c) other matters to which
like properties are commonly subject which do not
materially interfere with the benefits of the security
intended to be provided by such Mortgage;
(iii) Immediately prior to the transfer and assignment
herein contemplated, the Company had good title to, and was
the sole owner of, each Mortgage Loan and all action had
been taken to obtain good record title to each related
Mortgage. Each Mortgage Loan has been transferred free and
clear of any liens, claims and encumbrances;
(iv) As of the date of the initial issuance of the
Certificates, no payment of principal of or interest on or
in respect of any Mortgage Loan is 30 or more days past due
and none of the Mortgage Loans have been past due 30 or
more days more than once during the preceding 12 months;
(v) As of the date of the initial issuance of the
Certificates, there is no mechanics' lien or claim for
work, labor or material affecting the premises subject to
any Mortgage which is or may be a lien prior to, or equal
or coordinate with, the lien of such Mortgage except those
which are insured against by the title insurance policy
referred to in (x) below;
(vi) As of the date of the initial issuance of the
Certificates, there is no delinquent tax or assessment lien
against the property subject to any Mortgage;
(vii) As of the date of the initial issuance of the
Certificates, there is no valid offset, defense or
counterclaim to any Mortgage Note or Mortgage, including
the obligation of the Mortgagor to pay the unpaid principal
and interest on such Mortgage Note;
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(viii) As of the date of the initial issuance of the
Certificates, the physical property subject to any Mortgage
is free of material damage and is in good repair;
(ix) Each Mortgage Loan at the time it was made
complied in all material respects with applicable state and
federal laws, including, without limitation, usury, equal
credit opportunity and disclosure laws;
(x) A lender's title insurance policy or binder, or
other assurance of title insurance customary in the
relevant jurisdiction therefor, in either case, in a form
acceptable to FNMA or FHLMC, was issued on the date of the
origination of each Mortgage Loan and each such policy or
binder is valid and remains in full force and effect;
(xi) The original principal amount of each Mortgage
Note was not more than 95.00% of the Original Value; as of
the Cut-off Date, no more than 5.00% of the Mortgage Loans
by Scheduled Principal Balance had original principal
amounts of more than 80% of the Original Value and each
Mortgage Note having an original principal amount in excess
of 80% of the Original Value is covered by a Primary
Insurance Policy so long as its then outstanding principal
amount exceeds 80% of the greater of (a) the Original Value
and (b) the then current value of the related Mortgaged
Property as evidenced by an appraisal thereof satisfactory
to the Company. Each Primary Insurance Policy is issued by
a private mortgage insurer acceptable to FNMA or FHLMC;
(xii) Each Mortgage Note is payable on the first day of
each month in self-amortizing monthly installments of
principal and interest, with interest payable in arrears,
over an original term of not more than thirty years. The
Mortgage Rate of each Mortgage Note of the related Mortgage
Loan was not less than 6.875% per annum and not greater
than 9.125% per annum. The Mortgage Rate of each Mortgage
Note is fixed for the life of the related Mortgage Loan;
(xiii) The improvements on the Mortgaged Properties are
insured against loss under a hazard insurance policy with
extended coverage and conforming to the requirements of
Section 3.06 hereof. As of the date of initial issuance of
the Certificates, all such insurance policies are in full
force and effect;
(xiv) As of the Cut-off Date, no more than 28.75% of the
Mortgage Loans by Scheduled Principal Balance had a
Scheduled Principal Balance of more than $400,000;
(xv) As of the Cut-off Date, no more than 2.00% of the
Mortgage Loans by Scheduled Principal Balance are secured by
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Mortgaged Properties located in any one postal zip code
area;
(xvi) As of the Cut-off Date, at least 93.50% of the
Mortgage Loans by Scheduled Principal Balance are secured
by Mortgaged Properties determined by the Company to be the
primary residence of the Mortgagor. The basis for such
determination is the making of a representation by the
Mortgagor at origination that he or she intends to occupy
the underlying property;
(xvii) As of the Cut-off Date, at least 94.50% of the
Mortgage Loans by Scheduled Principal Balance are secured
by one-family detached residences;
(xviii) As of the Cut-off Date, no more than 3.50% of the
Mortgage Loans by Scheduled Principal Balance are secured
by condominiums and, as of the Cut-off Date, no more than
0.50% of the Mortgage Loans by Scheduled Principal Balance
are secured by two- to four-family residential properties.
As to each condominium or related Mortgage Loan, (a) the
related condominium is in a project that is on the FNMA or
FHLMC approved list, (b) the related condominium is in a
project that, upon submission of appropriate application,
could be so approved by either FNMA or FHLMC, (c) the
related Mortgage Loan meets the requirements for purchase
by FNMA or FHLMC, (d) the related Mortgage Loan is of the
type that could be approved for purchase by FNMA or FHLMC
but for the principal balance of the related Mortgage Loan
or the pre-sale requirements or (e) the related Mortgage
Loan has been approved by a nationally recognized mortgage
pool insurance company for coverage under a mortgage pool
insurance policy issued by such insurer. As of the Cut-off
Date, no more than 0.50% of the Mortgage Loans by Scheduled
Principal Balance are secured by condominiums located in
any one postal zip code area;
(xix) No Mortgage Loan is secured by a leasehold
interest in the related Mortgaged Property, and each
Mortgagor holds fee title to the related Mortgaged
Property;
(xx) As of the Cut-off Date, no more than 0.50% of the
Mortgage Loans by Scheduled Principal Balance constituted
Buydown Mortgage Loans. The maximum Buydown Period for any
Buydown Mortgage Loan is three years, and the maximum
difference between the stated Mortgage Rate of any Buydown
Mortgage Loan and the rate paid by the related Mortgagor is
three percentage points. Each Buydown Mortgage Loan has
been fully funded;
(xxi) The original principal balances of the Mortgage
Loans range from $34,200 to $1,000,000;
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(xxii) As of the Cut-off Date, no more than 5.75% of the
Mortgage Loans by Scheduled Principal Balance are secured
by second homes, no more than 0.50% of the Mortgage Loans
by Scheduled Principal Balance are secured by
investor-owned properties;
(xxiii) All appraisals are on forms acceptable to either
FNMA or FHLMC, including information regarding three
comparable properties;
(xxiv) No selection procedures, other than those
necessary to comply with the representations and warranties
set forth herein or the description of the Mortgage Loans
made in any disclosure document delivered to prospective
investors in the Certificates, have been utilized in
selecting the Mortgage Loans from the Company's portfolio
which would be adverse to the interests of the
Certificateholders;
(xxv) To the best of the Company's knowledge, at
origination no improvement located on or being part of a
Mortgaged Property was in violation of any applicable
zoning and subdivision laws and ordinances;
(xxvi) None of the Mortgage Loans is a temporary
construction loan. With respect to any Mortgaged Property
which constitutes new construction, the related
construction has been completed substantially in accordance
with the specifications therefor and any incomplete aspect
of such construction shall not be material or interfere
with the habitability or legal occupancy of the Mortgaged
Property. Mortgage Loan amounts sufficient to effect any
such completion are in escrow for release upon or in
connection with such completion or a performance bond or
completion bond is in place to provide funds for this
purpose and such completion shall be accomplished within
120 days after weather conditions permit the commencement
thereof;
(xxvii) As of the Closing Date, each Mortgage Loan is a
"qualified mortgage" as defined in Section 860G(a)(3) of the
Code; and
(xxviii) As of the Closing Date, the Company possesses the
Document File with respect to each Mortgage Loan, and the
related Mortgages and intervening assignment or assignments
of Mortgages, if any, have been delivered to a title
insurance company for recording.
It is understood and agreed that the representations
and warranties set forth in this Section 2.03(a) shall survive
delivery of the respective Mortgage Files to the Trustee. Upon
discovery by either the Company or the Trustee of a breach of any
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of the foregoing representations and warranties which materially
and adversely affects the interests of the Certificateholders in
the related Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other. Subject to the
following sentence, within 60 days of its discovery or its
receipt of notice of breach, or, with the prior written consent
of a Responsible Officer of the Trustee, such longer period
specified in such consent, the Company shall cure such breach in
all material respects or shall repurchase such Mortgage Loan from
the Trustee or replace such Mortgage Loan pursuant to Section
2.03(b). Any such repurchase by the Company shall be accomplished
in the manner set forth in Section 2.02, subject to the proviso
of the third-to-last sentence thereof, and at the Purchase Price.
It is understood and agreed that the obligation of the Company to
repurchase or replace any Mortgage Loan as to which a breach
occurred and is continuing shall constitute the sole remedy
respecting such breach available to Certificateholders or the
Trustee on behalf of Certificateholders and such obligation of
the Company to repurchase or replace any such Mortgage Loan shall
not be assumed by any Person which may succeed the Company as
servicer hereunder, but shall continue as an obligation of the
Company. Notwithstanding the preceding sentence, if a breach of
the representation and warranty of the Company contained in
Section 2.03(a)(ix) occurs as a result of a violation of the
federal Truth in Lending Act, 15 U.S.C. ss. 1601 et seq., as
amended ("TILA") or any state truth-in lending or similar
statute, and the Trustee or the Trust Fund is named as a
defendant in a TILA suit or a suit under any such statutes in
respect of such violation and liability in respect thereof is
imposed upon the Trustee or the Trust Fund as assignees of the
related Mortgage Loan pursuant to Section 1641 of TILA, or any
analogous provision of any such statute, the Company shall
indemnify the Trustee and the Trust Fund from, and hold them
harmless against, any and all losses, liabilities, damages,
claims or expenses (including reasonable attorneys' fees) to
which the Trustee and the Trust Fund, or either of them, become
subject pursuant to TILA or any such statute, insofar as such
losses, damages, claims or expenses (including reasonable
attorneys' fees) result from such violation. The Company's
obligations under the preceding sentence shall not impair or
derogate from the Company's obligations to the Trustee under
Section 8.05.
(b) If the Company is required to repurchase any
Mortgage Loan pursuant to Section 2.02 or 2.03(a), the Company
may, at its option, within the applicable time period specified
in such respective Sections, remove such Defective Mortgage Loan
from the terms of this Agreement and substitute one or more other
mortgage loans for such Defective Mortgage Loan, in lieu of
repurchasing such Defective Mortgage Loan, provided that no such
substitution shall occur more than two years after the Closing
Date. Any substitute Mortgage Loan shall (a) have a Scheduled
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Principal Balance (together with that of any other Mortgage Loan
substituted for the same Defective Mortgage Loan) as of the first
Distribution Date following the month of substitution not in
excess of the Scheduled Principal Balance of the Defective
Mortgage Loan as of such date (the amount of any difference, plus
one month's interest thereon at the respective Net Mortgage Rate,
to be deposited by the Company in the Certificate Account
pursuant to Section 2.02), (b) have a Mortgage Rate not less
than, and not more than one percentage point greater than, the
Mortgage Rate of the Defective Mortgage Loan, (c) have the same
Net Mortgage Rate as the Defective Mortgage Loan, (d) have a
remaining term to stated maturity not later than, and not more
than one year less than, the remaining term to stated maturity of
the Defective Mortgage Loan, (e) be, in the reasonable
determination of the Company, of the same type, quality and
character as the Defective Mortgage Loan as if the defect or
breach had not occurred, (f) have a ratio of its current
principal amount to its Original Value not greater than that of
the removed Mortgage Loan and (g) be, in the reasonable
determination of the Company, in compliance with the
representations and warranties contained in Section 2.03(a) as of
the date of substitution.
The Company shall amend the Mortgage Loan Schedule to
reflect the withdrawal of any Defective Mortgage Loan and the
substitution of a substitute Mortgage Loan therefor. Upon such
amendment the Company shall be deemed to have made as to such
substitute Mortgage Loan the representations and warranties set
forth in Section 2.03(a) as of the date of such substitution,
which shall be continuing as long as any Certificate shall be
outstanding or this Agreement has not been terminated, and the
remedies for breach of any such representation or warranty shall
be as set forth in Section 2.03(a). Upon such amendment, the
Trustee shall review the Mortgage File delivered to it relating
to the substitute Mortgage Loan, within the time and in the
manner and with the remedies specified in Section 2.02, except
that for purposes of this Section 2.03(b) (other than the
two-year period specified in the first sentence of the preceding
paragraph of this Section 2.03(b)), such time shall be measured
from the date of the applicable substitution.
Section 2.04. Execution of Certificates. The Trustee
has caused to be executed, countersigned and delivered to or upon
the order of the Company, in exchange for the Mortgage Loans, the
Certificates in authorized denominations evidencing the entire
ownership of the Trust Fund.
Section 2.05. Designations under the REMIC Provisions.
(a) The Company hereby designates the Classes of Certificates
identified in Section 5.01(b), other than the Residual
Certificates, as "regular interests," and the Class R Certificate
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as the single class of "residual interests," in the REMIC
established hereunder for purposes of the REMIC Provisions.
(b) The Closing Date will be the "Startup Day" for the
REMIC established hereunder for purposes of the REMIC Provisions.
(c) The "tax matters person" with respect to the REMIC
established hereunder for purposes of the REMIC Provisions shall
be (i) the Company, if the Company is the owner of a Class R
Certificate, or (ii) in any other case, the beneficial owner of
the Class R Certificate having the largest Percentage Interest of
such Class; provided, however, that such largest beneficial owner
and, to the extent relevant, each other holder of a Class R
Certificate, by its acceptance thereof irrevocably appoints the
Company as its agent and attorney-in-fact to act as "tax matters
person" with respect to the REMIC established hereunder for
purposes of the REMIC Provisions.
(d) The "latest possible maturity date" of the regular
interests in the REMIC established hereunder is the Latest
Possible Maturity Date for purposes of section 860G(a)(1) of the
Code.
(e) In no event shall the assets described in clause
(x) of the definition of the term Trust Fund constitute a part of
the REMIC established hereunder.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Company to Act as Servicer. (a) It is
intended that the REMIC established hereunder shall constitute,
and that the affairs of the REMIC shall be conducted so as to
qualify the Trust Fund (other than any collateral fund
established under the agreement referred to in Section 3.08(e)),
as a "real estate mortgage investment conduit" as defined in and
in accordance with the REMIC Provisions. In furtherance of such
intention, the Company covenants and agrees that it shall act as
agent (and the Company is hereby appointed to act as agent) on
behalf of the Trust Fund and the Holders of the Residual
Certificates and that in such capacity it shall:
(i) prepare and file, or cause to be prepared and
filed, in a timely manner, a U.S. Real Estate Mortgage
Investment Conduit Income Tax Return (Form 1066) and
prepare and file or cause to be prepared and filed with the
Internal Revenue Service and applicable state or local tax
authorities income tax or information returns for each
taxable year with respect to the REMIC established
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hereunder, using the calendar year as the taxable year and
the accrual method of accounting, containing such
information and at the times and in the manner as may be
required by the Code or state or local tax laws,
regulations, or rules, and shall furnish or cause to be
furnished to Certificateholders the schedules, statements
or information at such times and in such manner as may be
required thereby;
(ii) within thirty days of the Closing Date, shall
furnish or cause to be furnished to the Internal Revenue
Service, on Form 8811 or as otherwise may be required by
the Code, the name, title, address, and telephone number of
the person that the holders of the Certificates may contact
for tax information relating thereto (and the Company shall
act as the representative of the REMIC established
hereunder for this purpose), together with such additional
information as may be required by such Form, and shall
update such information at the time or times and in the
manner required by the Code;
(iii) make or cause to be made an election, on behalf of
the REMIC established hereunder, to be treated as a REMIC,
and make the appropriate designations, if applicable, in
accordance with Section 2.05 hereof on the federal tax
return of the Trust Fund for its first taxable year (and,
if necessary, under applicable state law);
(iv) prepare and forward, or cause to be prepared and
forwarded, to the Certificateholders and to the Internal
Revenue Service and, if necessary, state tax authorities,
all information returns or reports, or furnish or cause to
be furnished by telephone, mail, publication or other
appropriate method such information, as and when required
to be provided to them in accordance with the REMIC
Provisions, including without limitation, the calculation
of any original issue discount using the Prepayment
Assumption Multiple;
(v) provide information necessary for the computation
of tax imposed on the transfer of a Residual Certificate to
a Disqualified Organization, or an agent (including a
broker, nominee or other middleman) of a Disqualified
Organization, or a pass-through entity in which a
Disqualified Organization is the record holder of an
interest (the reasonable cost of computing and furnishing
such information may be charged to the Person liable for
such tax);
(vi) use its best reasonable efforts to conduct the
affairs of the REMIC established hereunder at all times that
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any Certificates are outstanding so as to maintain the
status thereof as a REMIC under the REMIC Provisions;
(vii) not knowingly or intentionally take any action or
omit to take any action that would cause the termination of
the REMIC status of the REMIC or that would subject the
Trust Fund to tax, except for taxes for which the Company
is required to indemnify the REMIC pursuant to Section
3.01(c);
(viii) exercise reasonable care not to allow the creation
of any "interests" in the REMIC within the meaning of
section 860D(a)(2) of the Code other than the interests
represented by the Classes of Certificates identified in
Section 5.01(b);
(ix) exercise reasonable care not to allow the
occurrence of any "prohibited transactions" within the
meaning of section 860F of the Code, unless (1) the Company
shall have provided an Opinion of Counsel to the Trustee
that such occurrence would not (a) result in a taxable
gain, (b) otherwise subject the Trust Fund to tax, or (c)
cause the REMIC established hereunder to fail to qualify as
a REMIC or (2) such "prohibited transactions" arise from
the modification, holding or purchase of a Modified
Mortgage Loan pursuant to Section 3.01(c);
(x) exercise reasonable care not to allow the Trust
Fund to receive income from the performance of services or
from assets not permitted under the REMIC Provisions to be
held by a REMIC, except such as may arise from the
modification, holding or purchase of a Modified Mortgage
Loan pursuant to Section 3.01(c);
(xi) pay the amount of any federal or state tax,
including prohibited transaction taxes, taxes on certain
contributions to the REMIC after the Startup Day, and taxes
on net income from foreclosure property, imposed on the
Trust Fund when and as the same shall be due and payable
(but such obligation shall not prevent the Company or any
other appropriate Person from contesting any such tax in
appropriate proceedings and shall not prevent the Company
from withholding payment of such tax, if permitted by law,
pending the outcome of such proceedings);
(xii) ensure that federal, state or local income tax or
information returns shall be signed by the Trustee or such
other person as may be required to sign such returns by the
Code or state or local laws, regulations or rules; and
(xiii) maintain such records relating to the REMIC
established hereunder, including but not limited to the
income, expenses, individual Mortgage Loans (including
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Mortgaged Property), other assets and liabilities thereof,
and the fair market value and adjusted basis of the
property of each determined at such intervals as may be
required by the Code, as may be necessary to prepare the
foregoing returns, schedules, statements or information.
The Company shall be entitled to be reimbursed
pursuant to Section 3.04 for any federal income taxes paid by it
pursuant to clause (xi) of the preceding sentence, except to the
extent that such taxes are imposed as a result of the bad faith,
misfeasance or negligence of the Company in the performance of
its obligations hereunder. The Company shall not be entitled to
be reimbursed for any taxes paid pursuant to the indemnification
provisions of Section 3.01(c) (except as provided therein). With
respect to any reimbursement of prohibited transaction taxes, the
Company shall inform the Trustee of the circumstances under which
such taxes were incurred.
(b) The Company shall service and administer the
Mortgage Loans and shall have full power and authority, acting
alone or through one or more Primary Servicers, to do any and all
things in connection with such servicing and administration which
it may deem necessary or desirable. Without limiting the
generality of the foregoing, the Company shall continue, and is
hereby authorized and empowered by the Trustee, to execute and
deliver, or file, as appropriate, on behalf of itself, the
Certificateholders and the Trustee or any of them, any and all
continuation statements, termination statements, instruments of
satisfaction or cancellation, or of partial or full release or
discharge and all other comparable instruments, with respect to
the Mortgage Loans and with respect to the properties subject to
the Mortgages. Without limitation of the foregoing, if the
Company in its individual capacity agrees to refinance any
Mortgage Loan upon the request of the related Mortgagor, the
Company, as servicer hereunder, may execute an instrument of
assignment in customary form to the Company in its individual
capacity. In connection with any such refinancing, the Trustee
shall, upon certification of a Servicing Officer to the effect
that an amount equal to the principal balance of the related
Mortgage Loan together with accrued and unpaid interest thereon
at the applicable Net Mortgage Rate to the date of such
certification has been credited to the Mortgage Loan Payment
Record, release the related Mortgage File to the Company
whereupon the Company may cancel the related Mortgage Note. Upon
request by the Company after the execution and delivery of this
Agreement, the Trustee shall furnish the Company with any powers
of attorney and other documents necessary or appropriate to
enable the Company to carry out its servicing and administrative
duties hereunder. Except as otherwise provided herein, the
Company shall maintain servicing standards substantially
equivalent to those required for approval by FNMA or FHLMC. The
Company shall not agree to any modification of the material terms
of any
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Mortgage Loan except as provided in Section 3.01(c), the second
sentence of Section 3.02(a) and in Section 3.07. The Company
shall not release any portion of any Mortgaged Property from the
lien of the related Mortgage unless the related Mortgage Loan
would be a "qualified mortgage" within the meaning of the REMIC
Provisions following such release.
(c) The Company may agree to a modification of any
Mortgage Loan (the "Relevant Mortgage Loan") upon the request of
the related Mortgagor, provided that (i) the modification is in
lieu of a refinancing and the Mortgage Rate on the Relevant
Mortgage Loan, as modified, is approximately a prevailing market
rate for newly-originated mortgage loans having similar terms,
(ii) the aggregate of the adjusted bases of all Modified Mortgage
Loans (including the Relevant Mortgage Loan) plus the aggregate
adjusted bases of any assets that are not qualified mortgages or
Permitted Investments under Code Section 860GA that are assets of
the REMIC established hereunder at all times on any day is less
than one percent of the aggregate of the adjusted bases of all
assets of the REMIC (including such Modified Mortgage Loans) on
such day, and (iii) the Company purchases the Relevant Mortgage
Loan from the Trust Fund as described below. Effective
immediately after such modification, and, in any event, on the
same Business Day on which the modification occurs, all right,
title and interest of the Trustee in and to the Modified Mortgage
Loan shall automatically be deemed transferred and assigned to
the Company and all benefits and burdens of ownership thereof,
including without limitation the right to accrued interest
thereon from and including the date of modification and the risk
of default thereon, shall pass to the Company. To confirm such
transfer and assignment, the Company, as servicer hereunder, as
soon as practicable shall execute an instrument of assignment of
the Modified Mortgage Loan without recourse in customary form to
the Company in its individual capacity. The Company shall
promptly deliver to the Trustee a certification of a Servicing
Officer to the effect that (i) an amount equal to the Purchase
Price of such Modified Mortgage Loan has been credited to the
Mortgage Loan Payment Record on the date of the transfer and
assignment of such Modified Mortgage Loan to the Company and (ii)
all requirements of the first paragraph of this subsection (c)
have been satisfied with respect to such Modified Mortgage Loan.
The Company shall deposit the Purchase Price for any
Modified Mortgage Loan in the Certificate Account pursuant to
Section 3.02(d) on the Business Day prior to the Distribution
Date on which such funds are considered Available Funds,
provided, however, that if the Company is required to deposit
funds in one or more Eligible Accounts on a daily basis pursuant
to Section 3.02(e), the Purchase Price for any Modified Mortgage
Loan shall be deposited therein within one Business Day after the
purchase of such Modified Mortgage Loan. Upon receipt by the
Trustee of written notification of any such deposit signed by a
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Servicing Officer, the Trustee shall release to the Company the
related Mortgage File and shall execute and deliver such
instruments of transfer or assignment, in each case without
recourse, as shall be necessary more fully to vest in the Company
any Modified Mortgage Loan previously transferred and assigned
pursuant hereto.
The Company covenants and agrees to indemnify the
Trust Fund against any and all liability for any "prohibited
transaction" taxes and any related interest, additions and
penalties imposed on the REMIC established hereunder as a result
of any modification of a Mortgage Loan effected pursuant to this
subsection (c), any holding of a Modified Mortgage Loan by the
REMIC or any purchase of a Modified Mortgage Loan by the Company
(but such obligation shall not prevent the Company or any other
appropriate Person from contesting any such tax in appropriate
proceedings and shall not prevent the Company from withholding
payment of such tax, if permitted by law, pending the outcome of
such proceedings). The Company shall have no right of
reimbursement for any amount paid pursuant to the foregoing
indemnification, except to the extent that the amount of any tax,
interest and penalties, together with interest thereon, is
refunded to the Trust Fund or the Company.
(d) The relationship of the Company (and of any
successor to the Company as servicer under this Agreement) to the
Trustee under this Agreement is intended by the parties to be
that of an independent contractor and not that of a joint
venturer, partner or agent.
(e) All costs incurred by the Company in effecting the
timely payment of taxes and assessments on the properties subject
to the Mortgage Loans shall not, for the purpose of calculating
monthly distributions to Certificateholders, be added to the
amount owing under the related Mortgage Loans, notwithstanding
that the terms of such Mortgage Loans so permit, and such costs
shall be recoverable by the Company to the extent permitted by
Section 3.04. The Company shall collect such amounts from the
Mortgagor and shall credit the Mortgage Loan Payment Record
accordingly.
(f) If the Company enters into a servicing agreement
with any servicer (a "Primary Servicer") pursuant to which such
Primary Servicer shall directly service certain Mortgage Loans
and the Company shall perform master servicing with respect
thereto, the Company shall not be released from its obligations
to the Trustee and Certificateholders with respect to the
servicing and administration of the Mortgage Loans in accordance
with the provisions of Article III hereof and such obligations
shall not be diminished by virtue of any such servicing agreement
or arrangement and the Company shall be obligated to the same
extent and under the same terms and conditions as if the Company
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alone were servicing and administering the Mortgage Loans. Any
amounts received by a Primary Servicer in respect of a Mortgage
Loan shall be deemed to have been received by the Company whether
or not actually received by it. Any servicing agreement that may
be entered into and any transactions or services relating to the
Mortgage Loans involving a Primary Servicer in its capacity as
such shall be deemed to be between the Company and the Primary
Servicer alone, and the Trustee and the Certificateholders shall
have no claims, obligations, duties or liabilities with respect
thereto. Notwithstanding the foregoing, in the event the Company
has been removed as the servicer hereunder pursuant to Section
6.04 or Section 7.01, the Trustee or any successor servicer
appointed pursuant to Section 7.02 shall succeed to all of the
Company's rights and interests (but not to any obligations or
liabilities of the Company arising prior to the date of
succession) under any servicing agreement with any Primary
Servicer in respect of the Mortgage Loans, subject to the
limitation on the Trustee's responsibilities under Section 7.02.
(g) In no event shall any collateral fund established
under the agreement referred to in Section 3.08(e) constitute an
asset of any REMIC established hereunder.
Section 3.02. Collection of Certain Mortgage Loan
Payments; Mortgage Loan Payment Record; Certificate Account. (a)
The Company shall make reasonable efforts to collect all payments
called for under the terms and provisions of the Mortgage Loans,
and shall, to the extent such procedures shall be consistent with
this Agreement, follow such collection procedures as it follows
with respect to mortgage loans comparable to the Mortgage Loans
in its servicing portfolio. Consistent with the foregoing, the
Company may in its discretion (i) waive any late payment charge
or any assumption fees or other fees which may be collected in
the ordinary course of servicing such Mortgage Loan and (ii) if a
default on the Mortgage Loan has occurred or is reasonably
foreseeable, arrange at any time prior to foreclosure with a
Mortgagor a schedule for the payment of due and unpaid principal
and interest for a period extending not longer than 125 days
after the date that such schedule is arranged. Any arrangement of
the sort described in clause (ii) above shall not affect the
amount or timing of the Company's obligation to make Monthly
Advances with respect to any Mortgage Loan which Monthly Advances
shall be made pursuant to the original amortization schedule
applicable to such Mortgage Loan.
(b) The Company shall establish and maintain a
Mortgage Loan Payment Record in which the following payments on
and collections in respect of each Mortgage Loan shall as
promptly as practicable be credited by the Company for the
account of the Holders of the Certificates:
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(i) All payments on account of principal, including
Principal Prepayments (other than (A) payments of principal
due and payable on the Mortgage Loans on or before, and all
Principal Prepayments received before, the Cut-off Date,
(B) in the case of a substitute Mortgage Loan, payments of
principal due and payable on such Mortgage Loan on or
before the Determination Date in the month of substitution,
and all Principal Prepayments received before the first day
of the month of substitution, and (C) in the case of a
replaced Mortgage Loan, payments of principal due and
payable on such Mortgage Loan after the Determination Date
in the month of substitution, and all Principal Prepayments
received in the month of substitution);
(ii) All payments (other than (A) those due and payable
on or before the Cut-off Date, (B) in the case of a
substitute Mortgage Loan, those due and payable on such
Mortgage Loan on or before the Determination Date in the
month of substitution, and (C) in the case of a replaced
Mortgage Loan, those due and payable on such Mortgage Loan
after the Determination Date in the month of substitution)
on account of interest at the applicable Net Mortgage Rate
on the Mortgage Loan received from the related Mortgagor,
including any Buydown Funds applied with respect to
interest at the applicable Net Mortgage Rate on any Buydown
Mortgage Loan;
(iii) All Liquidation Proceeds received by the Company
with respect to such Mortgage Loan and the Purchase Price
for any Mortgage Loan purchased by the Company pursuant to
Sections 2.02, 2.03, 3.01(c) and 3.16 (including any
amounts received in respect of a substitution of a Mortgage
Loan);
(iv) All Insurance Proceeds (including, for this
purpose, any amounts required to be credited by the Company
pursuant to the last sentence of Section 3.06) received by
the Company for the benefit of the Trust Fund, other than
proceeds to be applied to the restoration or repair of the
property subject to the related Mortgage or released, or to
be released, to the related Mortgagor in accordance with
the normal servicing procedures of the Company; and
(v) All REO Proceeds.
The foregoing requirements respecting credits to the Mortgage
Loan Payment Record are exclusive, it being understood that,
without limiting the generality of the foregoing, the Company
need not enter in the Mortgage Loan Payment Record collections,
Liquidation Proceeds or Insurance Proceeds in respect of Mortgage
Loans which have been previously released from the terms of this
Agreement, amounts representing fees or late charge penalties
payable by Mortgagors, or amounts received by the Company for the
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account of Mortgagors for application towards the payment of
taxes, insurance premiums, assessments and similar items.
(c) Subject to subsection (e) below, until the
Business Day prior to each Distribution Date on which amounts are
required to be deposited in the Certificate Account pursuant to
subsection (d) of this Section 3.02, the Company may retain and
commingle such amounts with its own funds and shall be entitled
to retain for its own account any gain or investment income
thereon, and any such investment income shall not be subject to
any claim of the Trustee or Certificateholders. To the extent
that the Company realizes any net loss on any such investments,
the Company shall deposit in the Certificate Account an amount
equal to such net loss at the time the Company is required to
deposit amounts in the Certificate Account pursuant to subsection
(d) of this section 3.02. Any such deposit shall not increase the
Company's obligation under said subsection (d).
(d) The Trustee shall establish and maintain with the
Trustee in its corporate trust department a single separate trust
account designated in the name of the Trustee for the benefit of
the Holders of the Certificates issued hereunder (the
"Certificate Account") into which the Company shall deposit, not
later than 11:00 a.m. New York time on the Business Day prior to
each Distribution Date, an amount in next day funds equal to the
Available Funds for such Distribution Date. If the Trustee does
not receive such deposit by 2:00 p.m. on such Business Day, it
shall give the Company written notice thereof.
(e) If the Company or a Responsible Officer of the
Trustee obtains actual notice of or knowledge of the occurrence
of either (x) any Trigger Event or (y) the downgrade by S&P of
General Electric Capital Corporation's short-term senior
unsecured debt rating below A-1+ then, notwithstanding subsection
(c) above, the Company shall promptly establish, and thereafter
maintain, one or more Eligible Accounts in the name of the
Trustee and bearing a designation indicating that amounts therein
are held for the benefit of the Trustee and the
Certificateholders, into which the Company and any Primary
Servicer shall deposit within two Business Days after receipt,
all amounts otherwise required to be credited to the Mortgage
Loan Payment Record pursuant to Section 3.02(b); provided,
however, that such action shall not be required if the Company
delivers to the Trustee a letter from each Rating Agency to the
effect that the failure to take such action will not cause such
Rating Agency to withdraw or reduce its then current ratings of
the Certificates. All amounts so deposited shall be held in trust
for the benefit of Certificateholders. Amounts so deposited may
be invested at the written instruction of the Company in
Permitted Investments in the name of the Trustee maturing no
later than the Business Day preceding the Distribution Date
following the date of such investment; provided,
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however, that any such Permitted Investment which is an
obligation of State Street Bank and Trust Company, in its
individual capacity and not in its capacity as Trustee, may
mature on such Distribution Date; and, provided further, that no
such Permitted Investment shall be sold before the maturity
thereof if the sale thereof would result in the realization of
gain prior to maturity unless the Company has obtained an Opinion
of Counsel that such sale or disposition will not cause the Trust
Fund to be subject to the tax on prohibited transactions under
section 860F of the Code, or otherwise subject the Trust Fund to
tax or cause the REMIC established hereunder to fail to qualify
as a REMIC. The Trustee shall maintain physical possession of all
Permitted Investments, other than Permitted Investments
maintained in book-entry form. The Company, as servicer, shall be
entitled to retain for its own account any gain or other income
from Permitted Investments, and neither the Trustee nor
Cer-tificateholders shall have any right or claim with respect to
such income. The Company shall deposit an amount equal to any
loss realized on any Permitted Investment as soon as any such
loss is realized. If the provisions in this subsection (e) become
operable, references in this Agreement to the Mortgage Loan
Payment Record and credits and debits to such Record shall be
deemed to refer to Eligible Accounts and deposits to and
withdrawals from such Eligible Accounts. Any action which may be
necessary to establish the terms of an account pursuant to this
Section 3.02(e) may be taken by an amendment or supplement to
this Agreement or pursuant to a written order of the Company,
which amendment, supplement or order shall not require the
consent of Certificateholders, provided that the Company has
delivered to the Trustee a letter from each Rating Agency to the
effect that such amendment, supplement or order will not cause
such Rating Agency to withdraw or reduce its then current ratings
of the Certificates.
Section 3.03. Collection of Taxes, Assessments and
Other Items. The Company shall establish and maintain with one or
more depository institutions one or more accounts into which it
shall deposit all collections of taxes, assessments, private
mortgage or hazard insurance premiums or comparable items for the
account of the Mortgagors. As servicer, the Company shall effect
the timely payment of all such items for the account of
Mortgagors. Withdrawals from such account or accounts may be made
only to effect payment of taxes, assessments, private mortgage or
standard hazard insurance premiums or comparable items, to
reimburse the Company out of related collections for any payments
made regarding taxes and assessments or for any payments made
pursuant to Section 3.05 regarding premiums on Primary Insurance
Policies and Section 3.06 regarding premiums on standard hazard
insurance policies, to refund to any Mortgagors any sums
determined to be overages, or to pay interest owed to Mortgagors
to the extent required by law.
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Section 3.04. Permitted Debits to the Mortgage Loan
Payment Record. The Company (or any successor servicer pursuant
to Section 7.02) may, from time to time, make debits to the
Mortgage Loan Payment Record for the following purposes:
(i) To reimburse the Company or the applicable Primary
Servicer for Liquidation Expenses theretofore incurred in
respect of any Mortgage Loan in an amount not to exceed the
amount of the related Liquidation Proceeds credited to the
Mortgage Loan Payment Record pursuant to Section
3.02(b)(iii); provided that the Company or the applicable
Primary Servicer shall not be entitled to reimbursement for
Liquidation Expenses incurred after the initiation of
foreclosure proceedings in respect of any Defaulted
Mortgage Loan that is repurchased pursuant to Section 3.16;
(ii) To reimburse the Company or the applicable Primary
Servicer for Insured Expenses and amounts expended by it
pursuant to Section 3.08 in good faith in connection with
the restoration of property damaged by an Uninsured Cause,
in an amount not to exceed the amount of the related
Insurance Proceeds and Liquidation Proceeds (net of any
debits pursuant to clause (i) above) and amounts
representing proceeds of other insurance policies covering
the property subject to the related Mortgage credited to
the Mortgage Loan Payment Record pursuant to Section
3.02(b) (iii) and (iv);
(iii) To reimburse the Company to the extent permitted
by Sections 3.01(a) and 6.04;
(iv) To pay to the Company amounts received in respect
of any Defective Mortgage Loan, Defaulted Mortgage Loan, or
Modified Mortgage Loan purchased by the Company to the
extent that the distribution of any such amounts on the
Distribution Date upon which the proceeds of such purchase
are distributed would make the total amount distributed in
respect of any such Mortgage Loan on such Distribution Date
greater than the Purchase Price therefor, net of any
unreimbursed Monthly Advances made by the Company;
(v) To reimburse the Company (or the Trustee, as
applicable) for Monthly Advances theretofore made in
respect of any Mortgage Loan to the extent of late
payments, REO Proceeds, Insurance Proceeds and Liquidation
Proceeds in respect of such Mortgage Loan;
(vi) To reimburse the Company from any Mortgagor
payment of interest or other recovery with respect to a
particular Mortgage Loan, to the extent not previously
retained by the Company, for unpaid Servicing Fees with
respect to such Mortgage Loan, subject to Section 3.08(d);
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(vii) To reimburse the Company (or the Trustee, as
applicable) for any Nonrecoverable Advance (which right of
reimbursement of the Trustee pursuant to this clause shall
be prior to such right of the Company);
(viii) To make deposits into the Certificate Account
pursuant to Section 3.02(d); and
(ix) to deduct any amount credited to the Mortgage Loan
Payment Record in error.
The Company shall keep and maintain separate
accounting records, on a Mortgage Loan by Mortgage Loan basis,
for the purpose of accounting for debits to the Mortgage Loan
Payment Record pursuant to clauses (i), (ii), (iv), (v) and (vi)
of this Section 3.04; provided, however, that it is understood
and agreed that the records of such accounting need not be
retained by the Company for a period longer than the five most
recent fiscal years.
Section 3.05. Maintenance of the Primary Insurance
Policies. (a) The Company shall not take any action which would
result in non-coverage under any applicable Primary Insurance
Policy of any loss which, but for the actions of the Company,
would have been covered thereunder. To the extent coverage is
available, the Company shall keep or cause to be kept in full
force and effect each such Primary Insurance Policy until the
principal balance of the related Mortgage Note is 80% or less of
the greater of (i) the related Original Value and (ii) the then
current value of the property underlying the related Mortgage
Note as evidenced by an appraisal thereof satisfactory to the
Company; provided that no such Primary Insurance Policy need be
kept in effect if doing so would violate applicable law. The
Company shall not cancel or refuse to renew any such Primary
Insurance Policy applicable to a Mortgage Loan that is in effect
at the Closing Date and is required to be kept in force hereunder
unless the replacement Primary Insurance Policy for such canceled
or non-renewed policy is maintained with an insurer whose
claims-paying ability is acceptable to each Rating Agency for
mortgage pass-through certificates having ratings equal to or
better than the ratings then assigned to the Certificates by such
Rating Agency. The Company agrees to effect the timely payment of
the premium on each Primary Insurance Policy, and such costs not
otherwise recoverable shall be recoverable by the Company from
related Insurance Proceeds and Liquidation Proceeds pursuant to
Section 3.04.
(b) In connection with its activities as administrator
and servicer of the Mortgage Loans, the Company agrees to
present, on behalf of itself, the Trustee and the
Certificateholders, claims to the insurer under each Primary
Insurance Policy and, in this regard, to take such reasonable
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action as shall be necessary to permit recovery under any Primary
Insurance Policy respecting a related defaulted Mortgage Loan. To
the extent provided in Section 3.02(b), any amounts collected by
the Company under any Primary Insurance Policy in respect of the
Mortgage Loans (including, without limitation, a Mortgage Loan
purchased by a related insurer) shall be credited to the Mortgage
Loan Payment Record.
Section 3.06. Maintenance of Hazard Insurance. The
Company shall cause to be maintained for each Mortgage Loan
hazard insurance with a standard mortgagee clause and with
extended coverage in an amount which is at least equal to the
maximum insurable value of the improvements securing such
Mortgage Loan from time to time or the principal balance owing on
such Mortgage Loan from time to time, whichever is less. The
Company shall also maintain on property acquired upon
foreclosure, or by deed in lieu of foreclosure, hazard insurance
with extended coverage in an amount which is at least equal to
the lesser of (i) the maximum insurable value from time to time
of the improvements which are a part of such property or (ii) the
unpaid principal balance of such Mortgage Loan at the time of
such foreclosure or deed in lieu of foreclosure plus accrued
interest and the good-faith estimate of the Company of related
Liquidation Expenses to be incurred in connection therewith. To
the extent provided in Section 3.02(b)(iv), amounts collected by
the Company under any such policies in respect of the Mortgage
Loans shall be credited to the Mortgage Loan Payment Record. Such
costs shall be recoverable by the Company pursuant to Sections
3.03 and 3.04. In cases in which property securing any Mortgage
Loan is located in a federally designated flood area, the hazard
insurance to be maintained for such Mortgage Loan shall include
flood insurance. All such flood insurance shall be in such
amounts as are required under applicable guidelines of FNMA. The
Company shall be under no obligation to require that any
Mortgagor maintain earthquake or other additional insurance and
shall be under no obligation itself to maintain any such
additional insurance on property acquired in respect of a
Mortgage Loan, other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require
such additional insurance. If the Company shall obtain and
maintain a blanket policy insuring against hazard losses on all
of the Mortgage Loans, it shall conclusively be deemed to have
satisfied its obligations as set forth in the first sentence of
this Section 3.06, it being understood and agreed that such
policy may contain a deductible clause, in which case the Company
shall, in the event that there shall not have been maintained on
the related Mortgaged Property a policy complying with the first
sentence of this Section 3.06, and there shall have been a loss
which would have been covered by such policy, credit to the
Mortgage Loan Payment Record the amount not otherwise payable
under the blanket policy because of such deductible clause.
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Section 3.07. Assumption and Modification Agreements.
(a) In any case in which property subject to a Mortgage has been
or is about to be conveyed by the Mortgagor, the Company shall
exercise its right to accelerate the maturity of such Mortgage
Loan under any "due-on-sale" clause applicable thereto, unless in
the reasonable discretion of the Company, such exercise would
adversely affect or jeopardize coverage under the related Primary
Insurance Policy, if any; provided, however, that if the Company
is prevented, as provided in Section 3.07(b), from enforcing any
such clause, the Company is authorized to make or enter into an
assumption and modification agreement from or with the Person to
whom such property has been or is about to be conveyed, pursuant
to which such Person becomes liable under the Mortgage Note and
the Mortgagor remains liable thereon. In connection with any such
assumption and modification agreement, the Company shall apply
its then current underwriting standards to such Person. The
Company shall not make or enter into any such assumption and
modification agreement, however, unless (to the extent
practicable in the circumstances) it shall have received
confirmation of the continued effectiveness of any applicable
Primary Insurance Policy and hazard insurance policy. The Company
shall notify the Trustee that any assumption and modification
agreement has been completed by forwarding to the Trustee the
original copy thereof, which copy shall be added by the Trustee
to the related Mortgage File and shall, for all purposes, be
considered a part of such Mortgage File to the same extent as all
other documents and instruments constituting a part thereof. In
connection with any such agreement, the Mortgage Rate, mortgage
term and any other material term of such Mortgage Loan shall not
be changed. Any fee collected by the Company for entering into
any such agreement will be retained by the Company as additional
servicing compensation.
(b) Notwithstanding Section 3.07(a) or any other
provision of this Agreement, the Company shall not be deemed to
be in default, breach or any other violation of its obligations
hereunder by reason of any assumption of a Mortgage Loan, or
transfer of the property subject to a Mortgage without the
assumption thereof, by operation of law or any assumption or
transfer which the Company reasonably believes it may be
restricted by law from preventing, for any reason whatsoever.
Section 3.08. Realization Upon Defaulted Mortgage
Loans. (a) The Company shall foreclose upon or otherwise
comparably convert the ownership of properties securing such of
the Mortgage Loans as come into and continue in default and as to
which no satisfactory arrangements can be made for collection of
delinquent payments pursuant to Section 3.02. In connection with
such foreclosure or other conversion the Company shall,
consistent with Section 3.05, follow such practices and
procedures as it shall deem necessary or advisable and as shall
be normal and usual in its general mortgage servicing activities.
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The foregoing is subject to the proviso that the Company shall
not be required to expend its own funds in connection with any
foreclosure or towards the restoration of any property unless it
shall determine (i) that such restoration or foreclosure will
increase the proceeds of liquidation of the Mortgage Loan to
Certificateholders after reimbursement to itself for such
expenses and (ii) that such expenses will be recoverable to it
either through Liquidation Proceeds or Insurance Proceeds.
Notwithstanding the foregoing, the Company shall not be entitled
to recover legal expenses incurred in connection with foreclosure
proceedings where the Mortgage Loan is reinstated and such
foreclosure proceedings are terminated prior to completion, other
than sums received from the Mortgagor for such expenses.
Notwithstanding anything to the contrary contained
herein, the Company shall be under no obligation to foreclose
upon or otherwise convert the ownership of any Mortgaged Property
which it believes may be contaminated with or affected by
hazardous or toxic wastes, materials or substances. The Company
may, but shall not be obligated to, make such determination on
the basis of a Phase I environmental assessment with respect to
the related Mortgaged Property. Neither the Trustee nor the
Company shall be liable to the Trust Fund or the
Certificateholders if, based on the Company's belief that such
contamination or effect exists, the Company does not foreclose
upon or otherwise convert the ownership of a Mortgaged Property.
In addition, neither the Trustee nor the Company shall be liable
to the Trust Fund or the Certificateholders if, based on the
Company's belief that no such contamination or effect exists, the
Company forecloses upon a Mortgaged Property and the Trustee or
its nominee on behalf of the Trust Fund takes title to such
Mortgaged Property, and thereafter such Mortgaged Property is
determined to be so contaminated or affected.
(b) In the event that title to any Mortgaged Property
is acquired in foreclosure or by deed in lieu of foreclosure, the
deed or certificate of sale shall be issued to the Trustee, or to
its nominee on behalf of the Trust Fund. Notwithstanding any such
acquisition of title and cancellation of the related Mortgage
Loan, such Mortgage Loan shall (except for purposes of Section
9.01) be considered to be an Outstanding Mortgage Loan until such
time as the Mortgaged Property shall be sold and such Mortgage
Loan becomes a Liquidated Mortgage Loan. Consistent with the
foregoing, for purposes of all calculations hereunder so long as
such Mortgage Loan shall be considered to be an Outstanding
Mortgage Loan, it shall be assumed that the related Mortgage Note
and its amortization schedule in effect on and after such
acquisition of title (after giving effect to any previous
Principal Prepayments and Deficient Valuations incurred
subsequent to the related Bankruptcy Coverage Termination Date
and before any adjustment thereto by reason of any bankruptcy
(other than as aforesaid) or any similar proceeding or any
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moratorium or similar waiver or grace period) remain in effect
(notwithstanding that the indebtedness evidenced by such Mortgage
Note shall have been discharged), subject to adjustment to
reflect the application of REO Proceeds received in any month.
REO Proceeds received in any month shall be applied to the
payment of the installments of principal due and interest accrued
on the related REO Mortgage Loan in accordance with the terms of
such Mortgage Note. REO Proceeds received in any month in excess
of the Amortization Payment for such month due on an REO Mortgage
Loan shall be treated as a Principal Prepayment received in
respect of such Mortgage Loan.
(c) In the event that the Trust Fund acquires any
Mortgaged Property as aforesaid or otherwise in connection with a
default or imminent default on a Mortgage Loan, the Company shall
dispose of such Mortgaged Property prior to two years after its
acquisition by the Trust Fund unless (a) the Trustee shall have
been supplied with an Opinion of Counsel to the effect that the
holding by the Trust Fund of such Mortgaged Property subsequent
to such two-year period (and specifying the period beyond such
two-year period for which the Mortgaged Property may be held)
will not result in the imposition of taxes on "prohibited
transactions" of the Trust Fund as defined in section 860F of the
Code, or cause the REMIC established hereunder to fail to qualify
as a REMIC at any time that any Certificates are outstanding, in
which case the Trust Fund may continue to hold such Mortgaged
Property (subject to any conditions contained in such Opinion of
Counsel), or (b) the Trustee (at the Company's expense) or the
Company shall have applied for, not later than 61 days prior to
the expiration of such two-year period, an extension of such
two-year period in the manner contemplated by section 856(e)(3)
of the Code, in which case the two-year period shall be extended
by the applicable period. Notwithstanding any other provision of
this Agreement, no Mortgaged Property acquired by the Trust Fund
shall be rented (or allowed to continue to be rented) or
otherwise used for the production of income by or on behalf of
the Trust Fund or sold in such a manner or pursuant to any terms
that would (i) cause such Mortgaged Property to fail to qualify
at any time as "foreclosure property" within the meaning of
section 860G(a)(8) of the Code, (ii) subject the Trust Fund to
the imposition of any federal or state income taxes on "net
income from foreclosure property" with respect to such Mortgaged
Property within the meaning of section 860G(c) of the Code, or
(iii) cause the sale of such Mortgaged Property to result in the
receipt by the Trust Fund of any income from non-permitted assets
as described in section 860F(a)(2)(B) of the Code, unless the
Company has agreed to indemnify and hold harmless the Trust Fund
with respect to the imposition of any such taxes.
(d) Any collection of Insurance Proceeds or
Liquidation Proceeds will be applied in the following order of
priority: first, to reimburse the Company for any related
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unreimbursed Liquidation Expenses and to reimburse the Company or
the Trustee, as applicable, for any related unreimbursed Monthly
Advances; second, to accrued and unpaid interest on the Mortgage
Loan at the Mortgage Rate from the date to which interest was
last paid or advanced to the Due Date prior to the Distribution
Date on which such amounts are to be distributed; and third, as a
recovery of principal of the Mortgage Loan. If the amount so
allocated to interest is less than the full amount of accrued and
unpaid interest due on such Mortgage Loan, the amount of such
recovery will be allocated between the Servicing Fee and interest
at the Net Mortgage Rate in proportion to the amount of such
accrued interest which would have been allocated to each such
category in the absence of any shortfall.
(e) Notwithstanding anything to the contrary contained
herein, the Company shall have the right to enter into an
agreement substantially in the form of Exhibit K hereto with any
Person that is the Holder of 100% of the Class B5 Certificates
(provided that such form may be revised to delete the option on
the part of such Person to purchase a defaulted Mortgage Loan as
set forth in Section 2.02(f) thereof). Prior to entering into any
such agreement with any Person, the Company shall obtain a
certification from such Person to the effect that (i) such Person
is not an "affiliate" (within the meaning of the Prohibited
Transaction Exemption) of the Trustee and (ii) such Person will
not purchase any Certificates if such purchase would cause such
Person to hold more than a ten percent interest in the Mortgage
Pool. It is understood that the right of the Company to be
reimbursed for Monthly Advances and Nonrecoverable Advances under
this Agreement shall not be affected in any way by the provisions
of any such agreement. The Trustee hereby agrees to perform such
obligations as may be expressly required of it pursuant to the
provisions of such agreement and to promptly notify each party to
such agreement if a Responsible Officer of the Trustee (with
direct responsibility for administration of this Agreement)
becomes aware of any discussions, plans or events that might lead
to the Trustee's becoming an "affiliate" (within the meaning of
the Prohibited Transaction Exemption) of any Person with which
the Company has entered into such agreement, provided that the
contents of any such notification shall be kept confidential by
the parties to such agreement. The Company agrees to promptly
notify the Trustee upon entering into any such agreement. In
addition, the Company shall provide the Trustee with such
information as may be necessary for the Trustee to perform its
obligations thereunder, including written instructions, clearly
identifying the source, amount and application of funds to be
deposited or withdrawn from the Collateral Fund (as defined in
such agreement). The Trustee shall provide the Company with such
information concerning credits and debits to the Collateral Fund
on account of income, gains and losses realized from Collateral
Fund Permitted Investments (as defined in such agreement), and
costs associated with the purchase and sale thereof, as the
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Company may request in order to prepare the instructions
described in the preceding sentence.
In addition, subject to the provisions of the
preceding paragraph, the Company shall have the right to enter
into an agreement substantially in the form of Exhibit K hereto
with any Person that is the Holder of 100% of the Class B4
Certificates, provided that (i) such Person is also the Holder of
100% of the Class B5 Certificates, (ii) such Person shall have no
rights under such agreement until the date on which the Class
Certificate Principal Balance of the Class B5 Certificates has
been reduced to zero, and (iii) any rights of such Person under
such Agreement shall terminate in the event that such Person
transfers, directly or indirectly, the Class B4 Certificates to
any other Person.
Section 3.09. Trustee to Cooperate; Release of
Mortgage Files. Upon the payment in full of any Mortgage Loan,
the Company will immediately notify the Trustee by a
certification (which certification shall include a statement to
the effect that all amounts received in connection with such
payment which are required to be credited to the Mortgage Loan
Payment Record pursuant to Section 3.02 have been so credited) of
a Servicing Officer and shall request delivery to it of the
Mortgage File. If a Buydown Mortgage Loan is the subject of a
Principal Prepayment in full during the related Buydown Period,
the related Buydown Funds will be applied or returned to the
Person entitled thereto in accordance with the terms of such
Buydown Mortgage Loan. Upon receipt of such certification and
request in form satisfactory to the Trustee, the Trustee shall
promptly, but in any event within five Business Days, release the
related Mortgage File to the Company; provided, that the Trustee
shall not be responsible for any delay in the release of a
Mortgage File resulting from acts beyond its control, including
without limitation, acts of God, strikes, lockouts, riots, acts
of war or terrorism, epidemics, nationalization, governmental
regulations imposed after the fact, fire, communication line
failures, computer viruses, power failures, earthquakes or other
disasters. Upon any such payment in full, the Company is
authorized to execute, pursuant to the authorization contained in
Section 3.01, an instrument of satisfaction regarding such
Mortgage, which instrument of satisfaction shall be recorded by
the Company if required by applicable law and be delivered to the
Person entitled thereto, it being understood and agreed that no
expenses incurred in connection with such instrument of
satisfaction shall be reimbursed from amounts at the time
credited to the Mortgage Loan Payment Record. From time to time
and as appropriate for the servicing or foreclosure of any
Mortgage Loan (including, without limitation, collection under
any Primary Insurance Policy), the Trustee shall, upon request of
the Company and delivery to the Trustee of a receipt signed by a
Servicing Officer, release the related Mortgage File to the
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Company and shall execute such documents as shall be necessary to
the prosecution of any such proceedings. Such receipt shall
obligate the Company to return the Mortgage File to the Trustee
when the need therefor by the Company no longer exists unless the
Mortgage Loan shall be liquidated, in which case, upon receipt of
a certificate of a Servicing Officer similar to that hereinabove
specified, the receipt shall be released by the Trustee to the
Company.
Section 3.10. Servicing Compensation; Payment of
Certain Expenses by the Company. (a) As compensation for its
activities and obligations hereunder, the Company shall be
entitled to withhold and pay to itself out of each payment
received by it on account of interest on each Mortgage Loan
(including the portion of any Buydown Funds applied to the
related Buydown Mortgage Loan for the applicable period) an
amount equal to the Servicing Fee. The aggregate of the Servicing
Fees payable to the Company on any Distribution Date shall be
reduced by the amount of any Compensating Interest Payment for
such Distribution Date. Additional servicing compensation in the
form of Prepayment Interest Excess, assumption fees, modification
fees, late payment charges, interest income or gain with respect
to amounts deposited in the Certificate Account and invested by
the Company or otherwise shall be retained by the Company,
subject to Section 3.10(b), if applicable. The Company shall be
required to pay all expenses incurred by it in connection with
its activities hereunder (including payment of Trustee fees and
all other fees and expenses not expressly stated hereunder to be
for the account of the Certificateholders) and shall not be
entitled to reimbursement therefor except as provided in Sections
3.01, 3.03, 3.04 and 3.08.
(b) The Company may, as a condition to granting any
request by a Mortgagor for any consent, modification, waiver or
amendment or any other matter or thing, the granting of which is
in the Company's discretion pursuant to the terms of the
instruments evidencing or securing the related Mortgage Loan and
is permitted by other sections of this Agreement, require (to the
extent permitted by applicable law) that such Mortgagor pay to it
a reasonable or customary fee in accordance with the schedule set
forth as Exhibit H (which may be amended from time to time by
provision of a revised schedule of such fees to the Trustee,
whereupon such revised schedule shall be deemed to be Exhibit H
hereunder) for the additional services performed in connection
with such request, together with any related costs and expenses
incurred by it. Such fees shall be additional servicing
compensation to the Company.
Section 3.11. Reports to the Trustee; Certificate
Account Statements. Not later than 15 days after each
Distribution Date, the Company shall forward to the Trustee a
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statement, certified by a Servicing Officer, setting forth the
status of the Mortgage Loan Payment Record as of the close of
business on such Distribution Date and showing, for the period
covered by such statement, the aggregate of credits to the
Mortgage Loan Payment Record for each category of credit
specified in Section 3.02 and each category of debit specified in
Section 3.04.
Section 3.12. Annual Statement as to Compliance. The
Company will deliver to the Trustee, on or before March 31 of
each year, beginning with March 31, 1998, an Officer's
Certificate stating that (a) a review of the activities of the
Company during the preceding calendar year and of its performance
under this Agreement has been made under such Officer's
supervision and (b) to the best of such Officer's knowledge,
based on such review, the Company has fulfilled all its material
obligations under this Agreement throughout such year, or, if
there has been a default in the fulfillment of any such
obligation, specifying each such default known to such Officer
and the nature and status thereof.
Section 3.13. Annual Independent Public Accountants'
Servicing Report. On or before March 31 of each year, beginning
with March 31, 1998, the Company at its expense shall cause a
firm of independent public accountants (who may also render other
services to the Company) to furnish a report to the Trustee to
the effect that such firm has examined certain documents and
records relating to the servicing of mortgage loans in the
Company's servicing portfolio and that such examination, which
has been conducted substantially in compliance with the Uniform
Single Attestation Program for Mortgage Bankers has disclosed no
items of noncompliance with the provisions of this Agreement
which, in the opinion of such firm, are material, except for such
items of noncompliance as shall be set forth in such report. In
rendering such report, such firm may rely, as to matters relating
to direct servicing of Mortgage Loans by any Primary Servicer,
upon comparable reports of independent public accountants with
respect to such Primary Servicer.
Section 3.14. Access to Certain Documentation and
Information Regarding the Mortgage Loans. To the extent permitted
by applicable law, the Company shall provide to the Trustee,
Certificateholders which are regulated insurance entities and the
applicable insurance regulatory agencies thereof,
Certificateholders which are federally insured savings and loan
associations, the Office of Thrift Supervision, the FDIC and the
supervisory agents and examiners thereof access to the
documentation regarding the Mortgage Loans required by applicable
regulations of the Office of Thrift Supervision or of such
insurance regulatory agencies, as the case may be, such access
being afforded without charge but only upon reasonable request
and during normal business hours at the offices of the Company.
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Nothing in this Section 3.14 shall derogate from the obligation
of the Company to observe any applicable law prohibiting
disclosure of information regarding the Mortgagors and the
failure of the Company to provide access as provided in this
Section 3.14 as a result of such obligation shall not constitute
a breach of this Section 3.14.
Section 3.15. Maintenance of Certain Servicing
Policies. The Company shall during the term of its service as
servicer maintain in force (i) a policy or policies of insurance
covering errors and omissions in the performance of its
obligations as servicer hereunder and (ii) a fidelity bond in
respect of its officers, employees or agents. Each such policy or
policies and bond shall, together, comply with the requirements
from time to time of FNMA for persons performing servicing for
mortgage loans purchased by such association.
Section 3.16. Optional Purchase of Defaulted Mortgage
Loans. The Company shall have the right, but not the obligation,
to purchase any Defaulted Mortgage Loan for a price equal to the
Purchase Price therefor. Any such purchase shall be accomplished
as provided in Section 4.04(a) hereof.
ARTICLE IV
PAYMENTS AND STATEMENTS
Section 4.01. Distributions. (a) On each Distribution
Date, the Trustee shall withdraw the Available Funds from the
Certificate Account and shall make distributions to Holders of
the Certificates as of the preceding Record Date in the following
order of priority, to the extent of the remaining Available
Funds:
(i) to each Class of Senior Certificates (other than
any Class of Principal Only Certificates) and the Class S
Certificates, the Accrued Certificate Interest thereon for
such Distribution Date; provided that any shortfall in
available amounts shall be allocated among such Classes in
proportion to the amount of Accrued Certificate Interest
that would otherwise be distributable thereon or added to
the Certificate Principal Balance thereof;
(ii) to each Class of Senior Certificates (other than
any Class of Principal Only Certificates) and the Class S
Certificates, any related Unpaid Class Interest Shortfall
for such Distribution Date; provided that any shortfall in
available amounts shall be allocated among such Classes in
proportion to the Unpaid Class Interest Shortfall for each
such Class on such Distribution Date;
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(iii) to the Classes of Senior Certificates, in
reduction of the Class Certificate Principal Balances
thereof, concurrently as follows:
(A) to the Category A and Category B Senior
Certificates, the Senior Optimal Principal Amount for
such Distribution Date concurrently as follows:
(1) to the Category A Senior Certificate,
the Category A Senior Optimal Principal Amount
for such Distribution Date, until the Class
Certificate Principal Balance thereof has been
reduced to zero.
(2) to the Category B Senior Certificates,
the Category B Senior Optimal Principal Amount
for such Distribution Date, concurrently, as
follows:
(i) to the Category B Group II Senior
Certificates, the Class A6 Principal
Distribution Amount for such Distribution
Date, until the Class Certificate Principal
Balance thereof has been reduced to zero;
and
(ii) to the Category B Group I Senior
Certificates, the Category B Senior Optimal
Principal Amount for such Distribution Date
(as reduced by the Class A6 Principal
Distribution Amount distributed in clause
(i)) in the following order of priority;
(a) to the Class R Certificates,
until the Class Certificate Principal
Balance thereof has been reduced to
zero;
(b) concurrently, 50.577999667% to
the Class A2 Certificates and
49.422000333% to the Class A3
Certificates, until the Class
Certificate Principal Balance of the
Class A2 Certificates has been reduced
to zero;
(c) concurrently, 49.422000333% to
the Class A3 Certificates and
50.577999667% to the Class A4
Certificates, until the Class
Certificate Principal Balance of the
Class A3 Certificates has been reduced
to zero;
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(d) to the Class A4 Certificates,
until the Class Certificate Principal
Balance thereof has been reduced to
zero; and
(e) to the Class A5 Certificates,
until the Class Certificate Principal
Balance thereof has been reduced to
zero; and
(B) to the Class PO Certificates, the PO
Principal Distribution Amount for such Distribution
Date, until the Class Certificate Principal Balance
thereof has been reduced to zero.
(iv) to the Class PO Certificates, any Class PO
Deferred Amount for such Distribution Date, up to an amount
not to exceed the Junior Optimal Principal Amount for such
Distribution Date, until the Class Certificate Principal
Balance of such Class has been reduced to zero; provided,
that any such amounts distributed to the Class PO
Certificates pursuant to this clause (iv) shall not reduce
the Class Certificate Principal Balance thereof;
(v) to the Class M Certificates, the Accrued
Certificate Interest thereon for such Distribution Date;
(vi) to the Class M Certificates, any Unpaid Class
Interest Shortfall therefor on such Distribution Date;
(vii) to the Class M Certificates, in reduction of the
Class Certificate Principal Balance thereof, such Class's
Allocable Share of the Junior Optimal Principal Amount on
such Distribution Date;
(viii) to the Class B1 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date;
(ix) to the Class B1 Certificates, any Unpaid Class
Interest Shortfall therefor on such Distribution Date;
(x) to the Class B1 Certificates, in reduction of the
Class Certificate Principal Balance thereof, such Class's
Allocable Share of the Junior Optimal Principal Amount on
such Distribution Date;
(xi) to the Class B2 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date;
(xii) to the Class B2 Certificates, any Unpaid Class
Interest Shortfall therefor on such Distribution Date;
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(xiii) to the Class B2 Certificates, in reduction of the
Class Certificate Principal Balance thereof, such Class's
Allocable Share of the Junior Optimal Principal Amount on
such Distribution Date;
(xiv) to the Class B3 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date;
(xv) to the Class B3 Certificates, any Unpaid Class
Interest Shortfall therefor on such Distribution Date;
(xvi) to the Class B3 Certificates, in reduction of the
Class Certificate Principal Balance thereof, such Class's
Allocable Share of the Junior Optimal Principal Amount on
such Distribution Date;
(xvii) to the Class B4 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date;
(xviii) to the Class B4 Certificates, any Unpaid Class
Interest Shortfall therefor on such Distribution Date;
(xix) to the Class B4 Certificates, in reduction of the
Class Certificate Principal Balance thereof, such Class's
Allocable Share of the Junior Optimal Principal Amount on
such Distribution Date;
(xx) to the Class B5 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date;
(xxi) to the Class B5 Certificates, any Unpaid Class
Interest Shortfall therefor on such Distribution Date; and
(xxii) to the Class B5 Certificates, in reduction of the
Class Certificate Principal Balance thereof, such Class's
Allocable Share of the Junior Optimal Principal Amount on
such Distribution Date.
Notwithstanding the foregoing, amounts otherwise distributable
pursuant to clauses (vii), (x), (xiii), (xvi), (xix) and (xxii)
on any Distribution Date shall be reduced, in inverse order of
priority, by any amount distributed pursuant to clause (iv) on
such date, such that such amount distributed pursuant to clause
(iv) on such date shall be applied first to reduce the amount
distributable pursuant to clause (xxii), and then, to the extent
of any excess, applied second, to reduce the amount distributable
pursuant to clause (xix), third, to reduce the amount
distributable pursuant to clause (xvi), fourth, to reduce the
amount distributable pursuant to clause (xiii), fifth, to reduce
the amount distributable pursuant to clause (x) and sixth, to
reduce the amount distributable pursuant to clause (vii).
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(b) On each Distribution Date, the Trustee shall
distribute to the holder of the Class R Certificate any remaining
Available Funds for such Distribution Date after application of
all amounts described in clause (a) of this Section 4.01. Any
distributions pursuant to this clause (b) shall not reduce the
Class Certificate Principal Balance of the Class R Certificate.
(c) If on any Distribution Date the Class Certificate
Principal Balances of the Junior Certificates have each been
reduced to zero, the amount distributable to the Senior
Certificates other than the Class PO Certificates pursuant to
Sections 4.01(a)(iii)(A) and (B) for such Distribution Date and
each succeeding Distribution Date shall be allocated among such
Classes of Senior Certificates, pro rata, on the basis of their
respective Class Certificate Principal Balances immediately prior
to such Distribution Date, regardless of the priorities and
amounts set forth in Sections 4.01(a)(iii)(A) and (B).
(d) If on any Distribution Date (i) the Class
Certificate Principal Balance of the Class M Certificates or any
Class of Class B Certificates for which the related Prepayment
Distribution Trigger was satisfied on such Distribution Date is
reduced to zero and (ii) amounts distributable pursuant to
clauses (ii), (iv) and (v) of the Junior Optimal Principal Amount
remain undistributed on such Distribution Date after all amounts
otherwise distributable on such date pursuant to clauses (iv)
through (xxii) of Section 4.01(a) have been distributed, such
amounts shall be distributed on such Distribution Date to the
remaining Classes of Junior Certificates in order of priority,
such that no such distribution shall be made to any Class of
Junior Certificates while a prior such Class is outstanding.
Section 4.02. Method of Distribution. (a) All
distributions with respect to each Class of Certificates on each
Distribution Date shall be made pro rata among the outstanding
Certificates of such Class, based on the Percentage Interest in
such Class represented by each Certificate. Payments to the
Certificateholders on each Distribution Date will be made by the
Trustee to the Certificateholders of record on the related Record
Date (other than as provided in Section 9.01 respecting the final
distribution) by check or money order mailed to a
Certificateholder at the address appearing in the Certificate
Register, or upon written request by such Certificateholder to
the Trustee made not later than the applicable Record Date, by
wire transfer to a U.S. depository institution acceptable to the
Trustee, or by such other means of payment as such
Certificateholder and the Trustee shall agree.
(b) Each distribution with respect to a Book-Entry
Certificate shall be paid to the Depository, which shall credit
the amount of such distribution to the accounts of its Depository
Participants in accordance with its normal procedures. Each
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Depository Participant shall be responsible for disbursing such
distribution to the Certificate Owners that it represents and to
each Financial Intermediary for which it acts as agent. Each
Financial Intermediary shall be responsible for disbursing funds
to the Certificate Owners that it represents. All such credits
and disbursements with respect to a Book-Entry Certificate are to
be made by the Depository and the Depository Participants in
accordance with the provisions of the applicable Certificates.
Neither the Trustee nor the Company shall have any responsibility
therefor except as otherwise provided by applicable law.
(c) The Trustee shall withhold or cause to be withheld
such amounts as it reasonably determines are required by the Code
(giving full effect to any exemptions from withholding and
related certifications required to be furnished by
Certificateholders or Certificate Owners and any reductions to
withholding by virtue of any bilateral tax treaties and any
applicable certification required to be furnished by
Certificateholders or Certificate Owners with respect thereto)
from distributions to be made to Non-U.S. Persons. If the Trustee
reasonably determines that a more accurate determination of the
amount required to be withheld for a distribution can be made
within a reasonable period after the scheduled date for such
distribution, it may hold such distribution in trust for a holder
of a Residual Certificate until such determination can be made.
For the purposes of this paragraph, a "Non-U.S. Person" is (i) an
individual other than a citizen or resident of the United States,
(ii) a partnership, corporation or entity treated as a
partnership or corporation for U.S. federal income tax purposes
not formed under the laws of the United States, any state thereof
or the District of Columbia (unless, in the case of a
partnership, Treasury regulations provide otherwise), (iii) any
estate, the income of which is not subject to U.S. federal income
taxation, regardless of source, and (iv) any trust, other than a
trust that a court within the United States is able to exercise
primary supervision over the administration of the trust and one
or more U.S. Persons have the authority to control all
substantial decisions of the trust.
Section 4.03. Allocation of Losses. (a) On or prior to
each Determination Date, the Company shall determine the amount
of any Realized Loss in respect of each Mortgage Loan that
occurred during the immediately preceding calendar month.
(b) With respect to any Distribution Date, the
principal portion of each Realized Loss (other than any Excess
Loss) shall be allocated as follows:
(i) the applicable PO Percentage of the principal
portion of any such Realized Loss shall be allocated to the
Class PO Certificates until the Class Certificate Principal
Balance thereof has been reduced to zero; and
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(ii) the applicable Non-PO Percentage of the principal
portion of any such Realized Loss shall be allocated in the
following order of priority:
first, to the Class B5 Certificates until the
Class Certificate Principal Balance thereof has been
reduced to zero;
second, to the Class B4 Certificates until the
Class Certificate Principal Balance thereof has been
reduced to zero;
third, to the Class B3 Certificates until the
Class Certificate Principal Balance thereof has been
reduced to zero;
fourth, to the Class B2 Certificates until the
Class Certificate Principal Balance thereof has been
reduced to zero;
fifth, to the Class B1 Certificates until the
Class Certificate Principal Balance thereof has been
reduced to zero;
sixth, to the Class M Certificates until the Class
Certificate Principal Balance thereof has been reduced
to zero; and
seventh, to the Classes of Senior Certificates
other than the Class PO Certificates, pro rata, in
accordance with their Class Certificate Principal
Balances; provided, that any such loss allocated to
any Class of Accrual Certificates (and any Accrual
Component) shall be allocated (subject to Section
4.03(d)) on the basis of the lesser of (x) the Class
Certificate Principal Balance (or Component Principal
Balance) thereof immediately prior to the applicable
Distribution Date and (y) the Class Certificate
Principal Balance (or Component Principal Balance)
thereof on the Closing Date (as reduced by any
Realized Losses previously allocated thereto).
(c) With respect to any Distribution Date, the
principal portion of any Excess Loss (other than Excess
Bankruptcy Losses attributable to Debt Service Reductions) shall
be allocated as follows: (1) the PO Percentage of any such loss
shall be allocated to the Class PO Certificates, and (2) the
Non-PO Percentage of any such loss shall be allocated to each
Class of Certificates other than the Class PO Certificates, pro
rata, based on the respective Class Certificate Principal
Balances thereof; provided, that any such loss allocated to any
Class of Accrual Certificates (and any Accrual Component) shall be
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allocated (subject to Section 4.03(d)) on the basis of the lesser
of (x) the Class Certificate Principal Balance (or Component
Principal Balance) thereof immediately prior to the applicable
Distribution Date and (y) the Class Certificate Principal Balance
(or Component Principal Balance) thereof on the Closing Date (as
reduced by any Realized Losses previously allocated thereto).
(d) Any Realized Losses allocated to a Class of
Certificates pursuant to Section 4.03(b) or (c) shall be
allocated among the Certificates of such Class in proportion to
their respective Certificate Principal Balances. In addition, any
Realized Losses allocated to any Class of Component Certificates
on a Distribution Date shall be allocated in reduction of the
Component Principal Balances of the related Components (other
than any Notional Component) in proportion to their respective
Component Principal Balances immediately prior to such
Distribution Date. Any allocation of Realized Losses pursuant to
this paragraph (d) shall be accomplished by reducing the
Certificate Principal Balance (or, in the case of any Component,
the Component Principal Balance) of the related Certificates (or
Components) on the related Distribution Date in accordance with
Section 4.03(e).
(e) Realized Losses allocated in accordance with this
Section 4.03 shall be allocated on the Distribution Date in the
month following the month in which such loss was incurred and, in
the case of the principal portion thereof, after giving effect to
distributions made on such Distribution Date, except that the
aggregate amount of Realized Losses to be allocated to the Class
PO Certificates on such Distribution Date will be taken into
account in determining distributions in respect of any Class PO
Deferred Amount for such date.
(f) On each Distribution Date, the Company shall
determine the Subordinate Certificate Writedown Amount, if any.
Any such Subordinate Certificate Writedown Amount shall effect a
corresponding reduction in the Certificate Principal Balance of
the Subordinate Certificates, which reduction shall occur on such
Distribution Date after giving effect to distributions made on
such Distribution Date.
(g) Notwithstanding the foregoing, no such allocation
of any Realized Loss shall be made on a Distribution Date to a
Class of Certificates to the extent that such allocation would
result in the reduction of the aggregate Certificate Principal
Balances of all the Certificates as of such Distribution Date,
after giving effect to all distributions and prior allocations of
Realized Losses on such date, to an amount less than the
aggregate Scheduled Principal Balance of the Mortgage Loans as of
the first day of the month of such Distribution Date, less any
Deficient Valuations occurring on or prior to the Bankruptcy
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Coverage Termination Date (such limitation, the "Loss Allocation
Limitation").
Section 4.04. Monthly Advances; Purchases of Defaulted
Mortgage Loans. (a) The Company shall be required to make Monthly
Advances in the manner and to the extent provided herein. Prior
to the close of business on each Determination Date, the Company
shall determine (i) the amount of the Monthly Advance which it is
required to make on the related Distribution Date and (ii)
whether it has elected to purchase any Defaulted Mortgage Loan or
Loans on such Distribution Date. If the Company so elects to
purchase any Defaulted Mortgage Loans (or is required to purchase
any Mortgage Loan pursuant to Section 2.02 or 2.03(a) or purchase
any Modified Mortgage Loan pursuant to Section 3.01(c)), no
Monthly Advance shall be required with respect thereto for the
month in which such purchase occurs (or, in the case of a
purchase of a Modified Mortgage Loan, in the month in which the
Purchase Price thereof is required to be deposited in the
Certificate Account). The Company shall include information as to
each of such determinations in the Servicer's Certificate
furnished by it to the Trustee in accordance with Section 4.06
and shall be obligated to deposit in the Certificate Account
pursuant to Section 3.02(d) on or before 11:00 a.m. New York time
on the Business Day next preceding the following Distribution
Date the respective amounts applicable to such determinations
appearing in such Servicer's Certificate. Upon receipt by the
Trustee of written notification signed by a Servicing Officer of
any such deposit relating to the purchase by the Company of such
a Mortgage Loan, the Trustee shall release to the Company the
related Mortgage File and shall execute and deliver such
instruments of transfer or assignment, in each case without
recourse, as shall be necessary to vest in the Company any
Mortgage Loan released pursuant hereto.
(b) In the event that the Company deposits or expects
to deposit less than the Available Funds required to be deposited
by it pursuant to Section 3.02(d), the Company shall so notify
the Trustee no later than 9:00 a.m. on the Business Day preceding
the related Distribution Date, and the amount so deposited, if
any, shall be deemed to have been deposited first pursuant to
clause (i) of the definition of Available Funds, second pursuant
to clause (iii) of the definition of Available Funds, and third
pursuant to clause (ii) of the definition of Available Funds.
Such notice shall specify each Mortgage Loan delinquent as of the
preceding Determination Date. In such event, the Trustee shall
make any Monthly Advance required to be made hereunder, in the
manner and to the extent required; provided, the Trustee shall
not be so obligated if prohibited by applicable law.
(c) In the event that the Company is succeeded
hereunder as servicer, the obligation to make Monthly Advances in
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the manner and to the extent required by Section 4.04(a) shall be
assumed by the successor servicer (subject to Section 7.02).
Section 4.05. Statements to Certificateholders. (a)
Each month, at least two Business Days prior to each Distribution
Date, the Company shall deliver to the Trustee for mailing to
each Certificateholder, and the Trustee shall mail to each
Certificateholder on such Distribution Date, a statement (each, a
"Distribution Date Statement") substantially in the form of
Exhibit J hereto, setting forth:
(i) The amount of such distribution to the
Certificateholders of each Class (and in respect of any
Component), other than any Notional Certificates (and any
Notional Component), allocable to principal, separately
identifying the aggregate amount of any Principal
Prepay-ments included therein (including, for this purpose,
the Scheduled Principal Balances of all Defaulted Mortgage
Loans and Defective Mortgage Loans purchased pursuant to
Section 2.02, 2.03(b) or 3.16, respectively, and any
amounts deposited pursuant to Section 2.03(b) in connection
with the substitution of any Mortgage Loans pursuant to
Section 2.02 or 2.03(a), the proceeds of which purchases or
substitutions are being distributed on such Distribution
Date);
(ii) The amount of such distribution to the
Certificateholders of each Class (other than any Class of
Principal Only Certificates) allocable to interest,
including any Accrual Amount added to the Class Certificate
Principal Balance or Component Principal Balance of any
Class of Accrual Certificates or any Accrual Components;
(iii) The amount of servicing compensation paid to the
Company during the month preceding the month of
distribution in respect of the Mortgage Loans and such
other customary information as the Company deems necessary
or desirable to enable Certificateholders to prepare their
tax returns;
(iv) The Pool Scheduled Principal Balance and the
aggregate number of the Mortgage Loans on the preceding Due
Date after giving effect to all distributions allocable to
principal made on such Distribution Date;
(v) The Class Certificate Principal Balance (or
Notional Principal Balance) of each Class, the Component
Principal Balance of each Component and the Certificate
Principal Balance (or Notional Principal Balance) of a
Single Certificate of each Class after giving effect to (i)
all distributions allocable to principal (or reductions in
the Notional Principal Balance, in the case of the Notional
Certificates, or the addition of any Accrual Amount, in the
case of any Class of Accrual Certificates) made on such
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Distribution Date and (ii) the allocation of any Realized
Losses and any Subordinate Certificate Writedown Amount for
such Distribution Date;
(vi) The Pay-out Rate applicable to each Class of
Certificates;
(vii) The book value and unpaid principal balance of any
real estate acquired on behalf of Certificateholders
through foreclosure, or grant of a deed in lieu of
foreclosure or otherwise, of any REO Mortgage Loan, and the
number of the related Mortgage Loans;
(viii) The aggregate Scheduled Principal Balances and
number of Mortgage Loans which, as of the close of business
on the last day of the month preceding the related
Distribution Date, were (a) delinquent as to a total of (x)
30-59 days, (y) 60-89 days and (z) 90 days or more, and (b)
in foreclosure;
(ix) The Scheduled Principal Balance of any Mortgage
Loan replaced pursuant to Section 2.03(b), and of any
Modified Mortgage Loan purchased pursuant to Section
3.01(c);
(x) The Certificate Interest Rates of any LIBOR
Certificates, any COFI Certificates and the Class S
Certificates applicable to the Interest Accrual Period
relating to such Distribution Date and such Class;
(xi) The Senior Percentage, Category A Percentage,
Category B Percentage and Junior Percentage for such
Distribution Date; and
(xii) The Senior Prepayment Percentage and the Junior
Prepayment Percentage for such Distribution Date.
In the case of information furnished pursuant to
clauses (i) through (iii) above, the amounts shall be expressed
as a dollar amount per Single Certificate.
In connection with any proposed transfer of a
Certificate that is purported to be made in reliance on Rule 144A
under the Securities Act, the Company shall be responsible for
furnishing such information as may be required thereunder to a
proposed transferee. In furtherance of the Company's obligations
hereunder, the Company hereby instructs the Trustee, at the
Company's expense and on its behalf, and the Trustee agrees, to
promptly make available to the proposed transferee, upon request
of the holder, (i) all statements furnished to Certificateholders
pursuant to this Section 4.05(a) on previous Distribution Dates,
(ii) all certificates furnished to the Trustee pursuant to
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Section 4.06 in prior months, (iii) Officer's Certificates
furnished to the Trustee pursuant to Section 3.12 for the two
years preceding such request, (iv) reports of independent
accountants furnished to the Trustee pursuant to Section 3.13 for
the two years preceding such request, (v) a copy of the Private
Placement Memorandum relating to such Certificate, together with
any amendments or supplements thereto issued by the Company
(which copy shall be furnished to the Trustee by the Company),
and (vi) the Company's Current Report on Form 8-K, dated the
Closing Date, relating to the Mortgage Loans; provided, however,
that the Trustee shall in no event be required to make available
such statements or certificates pursuant to clauses (i) and (ii)
above relating to Distribution Dates occurring more than
twenty-four months preceding the month in which such request was
received; provided, further, however, that notwithstanding the
Trustee's agreement as aforesaid to provide such materials to a
proposed transferee, the Trustee does not assume, and shall not
thereby be deemed to have assumed, any responsibility for
compliance by the Company with Rule 144A (subject to the
Trustee's agreement set forth in the second sentence of this
paragraph) and shall be entitled to include a notice with such
statements or certificates to the effect that such materials have
not been prepared or assembled by the Trustee and that the
Trustee assumes no responsibility for the adequacy, sufficiency
or contents thereof. In connection with any such proposed
transfer, the Company shall make available to the proposed
holder, at the request of the related transferor, such additional
information, if any, as may be required to be delivered pursuant
to Rule 144A(d)(4).
(b) On or prior to January 20th of each year,
commencing in 1998, the Company shall furnish to the Trustee for
mailing to each Person who at any time during the previous
calendar year was a Certificateholder a statement containing
information required to be provided pursuant to the Code.
Section 4.06. Servicer's Certificate. Each month, not
later than the second Business Day next preceding each
Distribution Date, the Company shall deliver to the Trustee a
completed Servicer's Certificate.
Section 4.07. Reports of Foreclosures and Abandonments
of Mortgaged Property. The Trustee (or the Company on behalf of
the Trustee) shall, in each year beginning after 1997, make the
reports of foreclosures and abandonments of any Mortgaged
Property as required by section 6050J of the Code. In order to
facilitate this reporting process, the Company, on or before
January 15th of each year, shall provide to the Trustee reports
relating to each instance occurring during the previous calendar
year in which the Company (i) on behalf of the Trustee acquires
an interest in a Mortgaged Property through foreclosure or other
comparable conversion in full or partial satisfaction of a
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Mortgage Loan, or (ii) knows or has reason to know that a
Mortgaged Property has been abandoned. Reports from the Company
shall be in form and substance sufficient to meet the reporting
requirements imposed by section 6050J of the Code.
Section 4.08. Reduction of Servicing Fees by
Compensating Interest Payments. The aggregate amount of the
Servicing Fees subject to retention by the Company as servicer in
respect of any Distribution Date shall be reduced by the amount
of any Compensating Interest Payment for such Distribution Date.
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates. (a) The Certificates
shall be substantially in the forms set forth in Exhibit A
hereto, as applicable, and shall, on original issue, be executed
by the Trustee, not in its individual capacity but solely as
Trustee, and countersigned and delivered by the Trustee to or
upon the order of the Company as provided in Article II.
(b) The Certificates shall be issued in an aggregate
Initial Certificate Principal Balance of $155,033,107.81. Such
aggregate original principal balance shall be divided among the
Classes having the designations, Class Certificate Principal
Balances, Certificate Interest Rates and minimum denominations as
follows:
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Initial
Class
Certificate Certificate
Principal Interest Minimum
Designation Balance Rate Denominations
- ----------- ------- ---- -------------
Class A1 $50,000,000.00 6.750% $25,000
Class A2 20,289,000.00 6.750 25,000
Class A3 29,648,258.00 6.750 25,000
Class A4 10,052,742.00 6.750 25,000
Class A5 20,270,345.00 6.750 25,000
Class A6 20,500,000.00 6.750 25,000
Class PO 8,554.70 0.000 8,554
Class M 1,551,000.00 6.750 100,000
Class B1 775,000.00 6.750 100,000
Class B2 775,000.00 6.750 100,000
Class B3 465,000.00 6.750 250,000
Class B4 310,000.00 6.750 250,000
Class B5 388,108.11 6.750 250,000
Class S (1) (1) 12,500,000
Class R 100.00 6.750 100
(1) The Class S Certificates are issued with an initial
Notional Principal Balance of $154,341,560.15 and shall
bear interest at the Strip Rate.
(c) The Certificates shall be issuable in registered
form only. The Book-Entry Certificates will be evidenced by one
or more certificates, beneficial ownership of which will be held
in the minimum dollar denominations in Certificate Principal
Balance or Notional Principal Balance, as applicable, specified
in Section 5.01(b), and integral multiples of $1,000 in excess
thereof. The Non-Book-Entry Certificates other than the Residual
Certificate shall each be issued in the minimum dollar
denominations in Certificate Principal Balance or Notional
Principal Balance, as applicable, specified in Section 5.01(b),
and integral multiples of $1,000 (or $1,000,000 in the case of
the Class S Certificates) in excess thereof (and, if necessary,
in the amount of the remaining Class Certificate Principal
Balance or Notional Principal Balance, as applicable, of each
Class, in the case of one Certificate of such Class). The
Residual Certificate shall be issued as a single certificate
evidencing the entire Class Certificate Principal Balance of such
Class and having a Percentage Interest of 100%. If necessary, one
Certificate of each Class of Book-Entry Certificates and the
Class S Certificates may evidence an additional amount equal to
the remainder of the Class Certificate Principal Balance (or
Notional Principal Balance) of such Class.
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(d) The Certificates shall be executed by manual or
facsimile signature on behalf of the Trustee by an authorized
officer under its seal, which may be in facsimile form and be
imprinted or otherwise reproduced thereon. Certificates bearing
the manual or facsimile signatures of individuals who were, at
the time when such signatures were affixed, authorized to sign on
behalf of the Trustee shall bind the Trustee, notwithstanding
that such individuals or any of them have ceased to be so
authorized prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of such
Certificate. No Certificate shall be entitled to any benefit
under this Agreement, or be valid for any purpose, unless such
Certificate shall have been manually countersigned by the Trustee
substantially in the forms set forth in Exhibit A hereto, and
such countersignature upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been
duly executed and delivered hereunder. All Certificates issued on
the Closing Date shall be dated the Closing Date; all
Certificates issued thereafter shall be dated the date of their
countersignature.
(e) The Strip Rate for each Interest Accrual Period
shall be determined by the Company and included in the Servicer's
Certificate for the related Distribution Date.
Section 5.02. Registration of Transfer and Exchange of
Certificates. (a) The Trustee shall cause to be kept at an office
or agency in the city in which the Corporate Trust Office of the
Trustee is located or in the City of New York, New York a
Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trustee shall provide for
the registration of Certificates and of transfers and exchanges
of Certificates as herein provided. The Trustee shall initially
serve as Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as
herein provided.
Subject to Sections 5.02(b) and 5.02(c), upon
surrender for registration of transfer of any Certificate at the
Corporate Trust Office, the Trustee shall execute, authenticate
and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of the same Class in
authorized denominations of a like Percentage Interest.
At the option of a Certificateholder, Certificates may
be exchanged for other Certificates of authorized denominations
of a like Class and Percentage Interest, upon surrender of the
Certificates to be exchanged at any such office or agency.
Whenever any Certificates are so surrendered for exchange the
Trustee shall execute, countersign and deliver the Certificates
which the Certificateholder making the exchange is entitled to
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receive. Every Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a
written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder
thereof or his attorney duly authorized in writing.
No service charge shall be made for any registration
of transfer or exchange of Certificates, but the Trustee may
require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
All Certificates surrendered for registration of
transfer and exchange shall be canceled and subsequently
destroyed by the Trustee and a certificate of destruction shall
be delivered by the Trustee to the Company.
(b) No legal or beneficial interest in all or any
portion of the Residual Certificates may be transferred directly
or indirectly to (i) a Disqualified Organization or an agent of a
Disqualified Organization (including a broker, nominee, or
middleman), (ii) an entity that holds REMIC residual securities
as nominee to facilitate the clearance and settlement of such
securities through electronic book-entry changes in accounts of
participating organizations (a "Book-Entry Nominee"), or (iii) an
individual, corporation, partnership or other person unless such
transferee (A) is not a Non-U.S. Person or (B) is a Non-U.S.
Person that holds a Residual Certificate in connection with the
conduct of a trade or business within the United States and has
furnished the transferor and the Trustee with an effective
Internal Revenue Service Form 4224 or (C) is a Non-U.S. Person
that has delivered to both the transferor and the Trustee an
opinion of a nationally recognized tax counsel to the effect that
the transfer of a Residual Certificate to it is in accordance
with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of a Residual Certificate will
not be disregarded for federal income tax purposes (any such
person who is not covered by clause (A), (B) or (C) above being
referred to herein as a "Non-permitted Foreign Holder"), and any
such purported transfer shall be void and have no effect. The
Trustee shall not execute, and shall not authenticate and
deliver, a Residual Certificate in connection with any transfer
thereof unless the transferor shall have provided to the Trustee
an affidavit, substantially in the form attached as Exhibit F
hereto, signed by the transferee, to the effect that the
transferee is not such a Disqualified Organization, an agent
(including a broker, nominee, or middleman) for any entity as to
which the transferee has not received a substantially similar
affidavit, a Book-Entry Nominee or a Non-permitted Foreign
Holder, which affidavit shall contain the consent of the
transferee to any such amendments of this Agreement as may be
required to further effectuate the foregoing restrictions on
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transfer of the Residual Certificates to Disqualified
Organizations, Book-Entry Nominees or Non-permitted Foreign
Holders, and an agreement by the Transferee that it will not
transfer a Residual Certificate without providing to the Trustee
an affidavit substantially in the form attached as Exhibit F
hereto and a letter substantially in the form attached as Exhibit
G hereto. Such affidavit shall also contain the statement of the
transferee that (i) it does not have the intention to impede the
assessment or collection of any federal, state or local taxes
legally required to be paid with respect to the Residual
Certificates and (ii) it understands that it may incur tax
liabilities in excess of cash flows generated by a Residual
Certificate and that it intends to pay taxes associated with
holding a Residual Certificate as they become due.
The affidavit described in the preceding paragraph, if
not executed in connection with the initial issuance of the
Residual Certificates, shall be accompanied by a written
statement in the form attached as Exhibit G hereto, signed by the
transferor, to the effect that as of the time of the transfer,
the transferor has (i) no actual knowledge that the transferee is
a Disqualified Organization, Book-Entry Nominee or Non-permitted
Foreign Holder, (ii) no reason to believe that the transferee has
the intention to impede the assessment or collection of any
federal, state or local taxes legally required to be paid with
respect to a Residual Certificate, and (iii) conducted a
reasonable investigation and found that the transferee had
historically paid its debts as they came due and found no
significant evidence to indicate that the transferee will not
continue to pay its debts as they become due. The Residual
Certificates shall bear a legend referring to the foregoing
restrictions contained in this paragraph and the preceding
paragraph.
Upon notice to the Company that any legal or
beneficial interest in any portion of the Residual Certificates
has been transferred, directly or indirectly, to a Disqualified
Organization or agent thereof (including a broker, nominee, or
middleman) in contravention of the foregoing restrictions, (i)
such transferee shall be deemed to hold the Residual Certificate
in constructive trust for the last transferor who was not a
Disqualified Organization or agent thereof, and such transferor
shall be restored as the owner of such Residual Certificate as
completely as if such transfer had never occurred, provided that
the Company may, but is not required to, recover any
distributions made to such transferee with respect to the
Residual Certificate and return such recovery to the transferor,
and (ii) the Company agrees to furnish to the Internal Revenue
Service and to any transferor of the Residual Certificate or such
agent (within 60 days of the request therefor by the transferor
or agent) such information necessary to the application of
section 860E(e) of the Code as may be required by the Code,
including but not limited to the present value of the total
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anticipated excess inclusions with respect to the Residual
Certificate (or portion thereof) for periods after such transfer.
At the election of the Company, the cost to the Company of
computing and furnishing such information may be charged to the
transferor or such agent referred to above; however, the Company
shall in no event be excused from furnishing such information.
The restrictions on transfers of the Residual
Certificates set forth in the preceding three paragraphs shall
cease to apply to transfers (and the applicable portions of the
legend to the Residual Certificates may be deleted) after
delivery to the Trustee of an Opinion of Counsel to the effect
that the elimination of such restrictions will not cause the
REMIC established hereunder to fail to qualify as a REMIC at any
time that the Certificates are outstanding.
No transfer of a Restricted Certificate shall be made
unless such transfer is made pursuant to an effective
registration statement under the Securities Act of 1933, as
amended (the "Act"), and any applicable state securities laws, in
each case as evidenced by an Officer's Certificate, or is exempt
from the registration requirements of the Act and any applicable
state securities laws. In the event of such registration, any
restrictive legends set forth in the form of the relevant
Restricted Certificate in Exhibit A hereto with respect to the
Act and state securities law restrictions shall be removed by the
Trustee upon request of the Holder thereof and automatically upon
exchange or registration of transfer thereof. As a condition to
any transfer that is to be made in reliance upon an exemption
from the Act and such laws of a (i) Class S Certificate or (ii)
Restricted Junior Certificate to any person other than a QIB (as
certified by the proposed transferee in the form of assignment
attached to the related Certificate), either (x) the Trustee
shall require the transferee to execute an investment letter in
the form substantially as set forth in Exhibit I hereto or in
such other form as may be acceptable to the Trustee, certifying
as to the facts surrounding such transfer, or (y) in lieu of such
investment letter, the Trustee may accept a written Opinion of
Counsel (in form and substance acceptable to the Trustee) that
such proposed transfer may be made pursuant to an exemption from
the Act. As an additional condition to any transfer of a
Restricted Certificate, either (i) the transferor and the
transferee shall complete the form of assignment attached to the
Certificate proposed to be transferred, or (ii) the Trustee shall
have received the above-referenced Opinion of Counsel. The holder
of any Restricted Certificate desiring to effect the transfer
thereof to a person other than a QIB shall, and hereby agrees to,
comply with any applicable conditions set forth in the preceding
two sentences and indemnify the Trustee and the Company against
any liability that may result if the transfer thereof is not so
exempt or is not made in accordance with such federal and state
laws. Such agreement to so indemnify the Trustee and the
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Company shall survive the termination of this Agreement.
Notwithstanding the foregoing, no Opinion of Counsel or
investment letter shall be required upon the original issuance of
(i) the Restricted Junior Certificates to the Initial Purchaser
(as defined in the Private Placement Memorandum) or its nominee
and (ii) the Class PO or Class S Certificates to the Company or
upon any subsequent transfer of any Class PO or Class S
Certificate by the Company, provided that if any Restricted
Junior Certificates are, at the request of the Initial Purchaser,
registered in the name of its nominee, the Initial Purchaser
shall be deemed to acknowledge and agree with the Company and the
Trustee that no transfer of a beneficial interest in such
Certificates will be made without registering such Certificates
in the name of the transferee, which shall be a Person other than
such nominee. Any opinion or letter required pursuant to this
paragraph shall not be at the expense of the Trust Fund or the
Trustee.
(c) (i) No transfer of an ERISA-Restricted Certificate
in the form of a Definitive Certificate shall be made to any
Person unless the Trustee has received (A) a certificate
(substantially in the form of Exhibit E or such other form as is
acceptable to the Company and the Trustee) from such transferee
to the effect that such transferee (i) is not a Plan or a Person
that is using the assets of a Plan to acquire such
ERISA-Restricted Certificate or (ii) is an insurance company
investing assets of its general account and the exemptions
provided by Section III(a) of Department of Labor Prohibited
Transaction Class Exemption 95-60, 60 Fed. Reg. 35925 (July 12,
1995) (the "Exemptions") apply to the transferee's acquisition
and holding of any ERISA-Restricted Certificate or (B) an opinion
of counsel satisfactory to the Trustee and the Company to the
effect that the purchase and holding of such a Certificate will
not constitute or result in the assets of the Trust Fund being
deemed to be "plan assets" subject to the prohibited transactions
provisions of ERISA or Section 4975 of the Code and will not
subject the Trustee or the Company to any obligation in addition
to those undertaken in the Agreement; provided, however, that the
Trustee will not require such certificate or opinion in the event
that, as a result of a change of law or otherwise, counsel
satisfactory to the Trustee has rendered an opinion to the effect
that the purchase and holding of an ERISA-Restricted Certificate
by a Plan or a Person that is purchasing or holding such a
Certificate with the assets of a Plan will not constitute or
result in a prohibited transaction under ERISA or Section 4975 of
the Code. The preparation and delivery of the certificate and
opinions referred to above shall not be an expense of the Trust
Fund, the Trustee or the Company. Notwithstanding the foregoing,
no opinion or certificate shall be required for the initial
issuance of the ERISA-Restricted Certificates.
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(ii) No transfer of a Residual Certificate shall be
made to any Person unless the Trustee has received a
certification (substantially in the form of paragraph 4 of
Exhibit F) from such transferee to the effect that, among other
things, such transferee is not a Plan or a Person that is using
the assets of a Plan to acquire any such Certificate. The
preparation and delivery of such certificate shall not be an
expense of the Trust Fund, the Trustee or the Company.
(d) Subject to Section 8.01(i) hereof, the Trustee may
conclusively rely upon any certificate, affidavit or opinion
delivered pursuant to Section 5.02(b) or (c). Any certificate or
affidavit required to be delivered by a transferee under this
Section 5.02 may be executed and delivered in the name of such
transferee by its attorney-in-fact duly authorized in writing in
form and substance satisfactory to the Trustee.
(e) Except as to any additional Certificate of any
Class of Book-Entry Certificates held in physical certificated
form pursuant to Section 5.02(g) or any Restricted Junior
Certificate of any Class of Book-Entry Certificates that is
transferred to an entity other than a QIB, the Book-Entry
Certificates shall, subject to Section 5.02(f), at all times
remain registered in the name of the Depository or its nominee
and at all times: (i) registration thereof may not be transferred
by the Trustee except to another Depository; (ii) the Depository
shall maintain book-entry records with respect to the Certificate
Owners and with respect to ownership and transfers of such
Certificates; (iii) ownership and transfers of registration of
the Certificates issued in book-entry form on the books of the
Depository shall be governed by applicable rules established by
the Depository and the rights of Certificate Owners with respect
to Book-Entry Certificates shall be governed by applicable law
and agreements between such Certificate Owners and the
Depository, Depository Participants, and indirect participating
firms; (iv) the Depository may collect its usual and customary
fees, charges and expenses from its Depository Participants; (v)
the Trustee shall deal with the Depository, Depository
Participants and indirect participating firms as authorized
representatives of the Certificate Owners of the Certificates
issued in book-entry form for all purposes including the making
of payments due on the Book-Entry Certificates and exercising the
rights of Holders under this Agreement, and requests and
directions for and votes of such representatives shall not be
deemed to be inconsistent if they are made with respect to
different Certificate Owners; (vi) the Trustee may rely and shall
be fully protected in relying upon information furnished by the
Depository with respect to its Depository Participants and
furnished by the Depository Participants with respect to indirect
participating firms and persons shown on the books of such
indirect participating firms as direct or indirect Certificate
Owners; (vii) Certificate Owners shall not be entitled to
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certificates for the Book-Entry Certificates and (viii) the
Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders
and give notice to the Depository of such record date.
All transfers by Certificate Owners of Book-Entry
Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm
representing such Certificate Owner. Each Depository Participant
shall only transfer Book-Entry Certificates of Certificate Owners
it represents or of brokerage firms for which it acts as agent in
accordance with the Depository's normal procedures. Except as
provided herein, the Trustee shall have no duty to monitor or
restrict the transfer of Certificates or interests therein, and
shall have no liability for any transfer, including any transfer
made through the book-entry facilities of the Depository or
between or among Depository Participants or Certificate Owners,
made in violation of applicable restrictions set forth herein,
except in the event of the failure of the Trustee to perform its
duties and fulfill its obligations under this Agreement.
(f) If (x)(i) the Company or the Depository advises
the Trustee in writing that the Depository is no longer willing,
qualified or able to properly discharge its responsibilities as
Depository, and (ii) the Trustee or the Company is unable to
locate a qualified successor, (y) the Company at its option
advises the Trustee in writing that it elects to terminate the
book-entry system through the Depository or (z) after the
occurrence of an Event of Default, Certificate Owners
representing not less than 51% of the aggregate Voting Rights
allocated to the Book-Entry Certificates together advise the
Trustee and the Depository through the Depository Participants in
writing that the continuation of a book-entry system through the
Depository is no longer in the best interests of the Certificate
Owners, the Trustee shall notify all Certificate Owners, through
the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to Certificate Owners
requesting the same. Upon surrender to the Trustee of such
Certificates by the Depository, accompanied by registration
instructions from the Depository for registration, the Trustee
shall issue the Definitive Certificates. Neither the Company nor
the Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected
in relying on, such instructions. Upon the issuance of Definitive
Certificates all references herein to obligations imposed upon or
to be performed by the Depository shall be deemed to be imposed
upon and performed by the Trustee, to the extent applicable with
respect to such Definitive Certificates and the Trustee shall
recognize the Holders of the Definitive Certificates as
Certificateholders hereunder.
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(g) On or prior to the Closing Date, there shall be
delivered to the Depository one certificate for each Class of
Book-Entry Certificates registered in the name of the
Depository's nominee, Cede & Co. The face amount of each such
Certificate shall represent 100% of the initial Class Certificate
Principal Balance thereof, except for such amount that does not
constitute an acceptable denomination to the Depository. An
additional Certificate of each Class of Book-Entry Certificates
may be issued evidencing such remainder and, if so issued, will
be held in physical certificated form by the Holders thereof.
Each Certificate issued in book-entry form shall bear the
following legend:
"Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to Issuer or its agent for registration of
transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein."
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates. If (a) any mutilated Certificate is surrendered to
the Certificate Registrar, or the Certificate Registrar receives
evidence to its satisfaction of the destruction, loss or theft of
any Certificate and (b) there is delivered to the Company, the
Certificate Registrar and the Trustee such security or indemnity
as may be required by them to save each of them harmless, then,
in the absence of notice to the Certificate Registrar or the
Trustee that such Certificate has been acquired by a bona fide
purchaser, the Trustee shall execute, countersign and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor, Class and
Percentage Interest. In connection with the issuance of any new
Certificate under this Section 5.03, the Trustee may require the
payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any
duplicate Certificate issued pursuant to this Section 5.03 shall
constitute complete and indefeasible evidence of ownership in the
Trust Fund, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners. Prior to due
presentation of a Certificate for registration of transfer, the
Company, the Trustee, the Certificate Registrar and any agent of
the Company, the Trustee or the Certificate Registrar may treat
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the person in whose name any Certificate is registered as the
owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01 and for all other purposes
whatsoever, and neither the Company, the Trustee, the Certificate
Registrar nor any agent of the Company, the Trustee or the
Certificate Registrar shall be affected by any notice to the
contrary.
Section 5.05. Access to List of Certificateholders'
Names and Addresses. The Certificate Registrar will furnish or
cause to be furnished to the Company, within 15 days after
receipt by the Certificate Registrar of request therefor from the
Company in writing, a list, in such form as the Company may
reasonably require, of the names and addresses of the
Certificateholders as of the most recent Record Date for payment
of distributions to Certificateholders. If three or more
Certificateholders (hereinafter referred to as "applicants")
apply in writing to the Trustee, and such application states that
the applicants desire to communicate with other
Certificateholders with respect to their rights under this
Agreement or under the Certificates and is accompanied by a copy
of the communication which such applicants propose to transmit,
then the Trustee shall, within five Business Days after the
receipt of such application, afford such applicants access during
normal business hours to the most recent list of
Certificateholders held by the Trustee. If such list is as of a
date more than 90 days prior to the date of receipt of such
applicants' request, the Trustee shall promptly request from the
Certificate Registrar a current list as provided above, and shall
afford such applicants access to such list promptly upon receipt.
Every Certificateholder, by receiving and holding a Certificate,
agrees with the Certificate Registrar and the Trustee that
neither the Certificate Registrar nor the Trustee shall be held
accountable by reason of the disclosure of any such information
as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information
was derived.
Section 5.06. Representation of Certain
Certificateholders. The fiduciary of any Plan which becomes a
Holder of a Certificate, by virtue of its acceptance of such
Certificate, will be deemed to have represented and warranted to
the Trustee and the Company that such Plan is an "accredited
investor" as defined in Rule 501(a)(1) of Regulation D
promulgated by the Securities and Exchange Commission under the
Securities Act of 1933.
Section 5.07. Determination of COFI. (a) If the
outstanding Certificates include any COFI Certificates, then on
each COFI Determination Date the Trustee shall determine the
value of COFI on the basis of the most recently available
Information Bulletin referred to in the definition of "COFI".
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The establishment of COFI by the Trustee and the Trustee's
subsequent calculation of the rates of interest applicable to the
COFI Certificates for each Interest Accrual Period shall (in the
absence of manifest error) be final and binding. During each
Interest Accrual Period, the Certificate Interest Rate for the
COFI Certificates for the current and immediately preceding
Interest Accrual Period shall be made available by the Trustee to
Certificate Owners and Certificateholders at the following
telephone number: (617) 664-5500.
(b) The failure by the Federal Home Loan Bank of San
Francisco to publish COFI for a period of 65 calendar days will
constitute an "Alternative Rate Event" for purposes hereof. Upon
the occurrence of an Alternative Rate Event, the Company will
calculate the Certificate Interest Rates for the COFI
Certificates for the subsequent Interest Accrual Periods by
using, in place of COFI, (i) the replacement index, if any,
published or designated by the Federal Home Loan Bank of San
Francisco or (ii) if no replacement index is so published or
designated, an alternative index to be selected by the Company
that has performed, or that the Company expects to perform, in a
manner substantially similar to COFI. At the time an alternative
index is first selected by the Company, the Company shall
determine the average number of basis points, if any, by which
the alternative index differed from COFI for such period as the
Company, in its sole discretion, reasonably determines to reflect
fairly the long-term difference between COFI and the alternative
index, and shall adjust the alternative index by such average.
The Company shall select a particular index as an alternative
only if it receives an Opinion of Counsel to the effect that the
selection of such index will not cause any REMIC established
hereunder to fail to qualify as a REMIC for federal income tax
purposes. In the absence of manifest error, the selection of any
alternative index as provided by this Section 5.07(b) shall be
final and binding for each subsequent Interest Accrual Period.
Upon the occurrence of an Alternative Rate Event, the Trustee
shall have no responsibility for the determination of any
alternative index or the calculation of the Certificate Interest
Rates for the COFI Certificates.
(c) If at any time after the occurrence of an
Alternative Rate Event the Federal Home Loan Bank of San
Francisco resumes publication of COFI, the Certificate Interest
Rates for the COFI Certificates for each Interest Accrual Period
commencing thereafter will be calculated by reference to COFI.
Section 5.08. Determination of LIBOR. (a) If the
outstanding Certificates include any LIBOR Certificates, then on
each LIBOR Determination Date the Trustee shall determine LIBOR
on the basis of the offered LIBOR quotations of the Reference
Banks as of 11:00 a.m. London time on such LIBOR Determination
Date as follows:
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(i) If on any LIBOR Determination Date two or more of
the Reference Banks provide such offered quotations, LIBOR
for the next Interest Accrual Period will be the arithmetic
mean of such offered quotations (rounding such arithmetic
mean upwards if necessary to the nearest whole multiple of
1/16%);
(ii) If on any LIBOR Determination Date only one or
none of the Reference Banks provides such offered
quotations, LIBOR for the next Interest Accrual Period will
be whichever is the higher of (x) LIBOR as determined on
the previous LIBOR Determination Date or (y) the Reserve
Interest Rate. The "Reserve Interest Rate" will be either
(A) the rate per annum which the Trustee determines to be
the arithmetic mean (rounding such arithmetic mean upwards
if necessary to the nearest whole multiple of 1/16%) of the
one-month Eurodollar lending rates that New York City banks
selected by the Trustee are quoting, on the relevant LIBOR
Determination Date, to the principal London offices of
leading banks in the London interbank market or (B) in the
event that the Trustee can determine no such arithmetic
mean, the lowest one-month Eurodollar lending rate that the
New York City banks selected by the Trustee are quoting on
such LIBOR Determination Date to leading European banks;
and
(iii) If on any LIBOR Determination Date the Trustee is
required but is unable to determine the Reserve Interest
Rate in the manner provided in paragraph (ii) above, LIBOR
for the next Interest Accrual Period will be LIBOR as
determined on the previous LIBOR Determination Date, or, in
the case of the first LIBOR Determination Date, the Initial
LIBOR Rate.
(b) The establishment of LIBOR by the Trustee and the
Trustee's subsequent calculation of the Certificate Interest
Rates applicable to the LIBOR Certificates for the relevant
Interest Accrual Period, in the absence of manifest error, will
be final and binding. In all cases, the Trustee may conclusively
rely on quotations of LIBOR for the Reference Banks as such
quotations appear on the display designated "LIBO" on the Reuters
Monitor Money Rates Service.
(c) Within five Business Days of the Trustee's
calculation of the Certificate Interest Rates of the LIBOR
Certificates, the Trustee shall furnish to the Company by
telecopy (or by such other means as the Trustee and the Company
may agree from time to time) such Certificate Interest Rates.
(d) The Trustee shall provide to Certificateholders
who inquire of it by telephone the Certificate Interest Rates of
the LIBOR Certificates for the current and immediately preceding
Interest Accrual Period.
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(e) As used herein, "Reference Banks" shall mean no
more than four leading banks engaged in transactions in
Eurodollar deposits in the international Eurocurrency market (i)
with an established place of business in London, England, (ii)
whose quotations appear on the "Reuters Screen LIBO Page" (as
described in the definition of LIBOR hereof) on the applicable
LIBOR Determination Date and (iii) which have been designated as
such by the Trustee and are able and willing to provide such
quotations to the Trustee on each LIBOR Determination Date. The
Reference Banks initially shall be: Barclay's plc, Bank of Tokyo,
National Westminster Bank and Trust Company and Bankers Trust
Company. If any of the initial Reference Banks should be removed
from the Reuters Screen LIBO Page or in any other way fail to
meet the qualifications of a Reference Bank, the Trustee, after
consultation with the Company, shall use its best efforts to
designate alternate Reference Banks.
ARTICLE VI
THE COMPANY
Section 6.01. Liability of the Company. The Company
shall be liable in accordance herewith only to the extent of the
obligations specifically imposed upon and undertaken by the
Company herein.
Section 6.02. Merger or Consolidation of, or
Assumption of the Obligations of, the Company. Any corporation
into which the Company may be merged or consolidated, or any
corporation resulting from any merger, conversion or
consolidation to which the Company shall be a party, or any
corporation succeeding to the business of the Company, or any
corporation, more than 50% of the voting stock of which is,
directly or indirectly, owned by General Electric Company, or any
limited partnership, the sole general partner of which is either
the Company or a corporation, more than 50% of the voting stock
of which is owned, directly or indirectly, by General Electric
Company, which executes an agreement of assumption to perform
every obligation of the Company hereunder, shall be the successor
of the Company hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding.
Section 6.03. Assignment. The Company may assign its
rights and delegate its duties and obligations as servicer under
this Agreement; provided, that (i) the purchaser or transferee
accepting such assignment or delegation is qualified to service
mortgage loans for FNMA or FHLMC, is reasonably satisfactory to
the Trustee and executes and delivers to the Trustee an
agreement, in form and substance reasonably satisfactory to the
Trustee, which contains an assumption by such purchaser or
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transferee of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the
Company as servicer hereunder from and after the date of such
agreement and (ii) each Rating Agency's rating of any Classes of
Certificates in effect immediately prior to such assignment or
delegation would not be qualified, downgraded or withdrawn as a
result thereof. In the case of any such assignment or delegation,
the Company will be released from its obligations as servicer
hereunder except for liabilities and obligations as servicer
incurred prior to such assignment or delegation.
Section 6.04. Limitation on Liability of the Company
and Others. Neither the Company nor any of the directors or
officers or employees or agents of the Company shall be under any
liability to the Trust Fund or the Certificateholders for any
action taken or for refraining from the taking of any action by
the Company pursuant to this Agreement, or for errors in
judgment; provided, however, that this provision shall not
protect the Company or any such person against any liability
which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of
duties of the Company or by reason of reckless disregard of
obligations and duties of the Company hereunder. The Company and
any director or officer or employee or agent of the Company may
rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any
matters arising hereunder. The Company and any director or
officer or employee or agent of the Company shall be indemnified
by the Trust Fund and held harmless against any loss, liability
or expense incurred in connection with any legal action relating
to this Agreement or the Certificates, other than any loss,
liability or expense related to any specific Mortgage Loan or
Mortgage Loans (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement) and
any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance of
duties hereunder or by reason of reckless disregard of
obligations and duties hereunder. The Company shall be under no
obligation to appear in, prosecute or defend any legal action
which is not incidental to its duties to service the Mortgage
Loans in accordance with this Agreement and which in its opinion
may involve it in any expense or liability; provided, however,
that the Company may in its sole discretion undertake any such
action which it may deem necessary or desirable in respect of
this Agreement, and the rights and duties of the parties hereto
and the interests of the Certificateholders hereunder. In such
event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Fund and the Company shall be entitled
to be reimbursed therefor from amounts credited to the Mortgage
Loan Payment Record as provided by Section 3.04.
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Section 6.05. The Company Not to Resign. Subject to
the provisions of Sections 6.02 and 6.03, the Company shall not
resign from the obligations and duties hereby imposed on it
except upon determination that the performance of its duties
hereunder is no longer permissible under applicable law. Any such
determination permitting the resignation of the Company shall be
evidenced by an Opinion of Counsel to such effect delivered to
the Trustee. No such resignation shall become effective until the
Trustee or a successor servicer shall have assumed the
responsibilities and obligations of the Company in accordance
with Section 7.02.
ARTICLE VII
DEFAULT
Section 7.01. Events of Default. If any one of the
following events ("Events of Default") shall occur and be
continuing:
(i) Any failure by the Company to make any payment to
the Trustee of funds pursuant to Section 3.02(d) out of
which distributions to Certificateholders of any Class are
required to be made under the terms of the Certificates and
this Agreement which failure continues unremedied for a
period of three Business Days after the date upon which
written notice of such failure shall have been given to the
Company by the Trustee or to the Company and the Trustee by
Holders of Certificates of each Class affected thereby
evidencing, as to each such Class, Percentage Interests
aggregating not less than 25%; or
(ii) Failure on the part of the Company duly to observe
or perform in any material respect any other covenants or
agreements of the Company set forth in the Certificates or
in this Agreement, which covenants and agreements (A)
materially affect the rights of Certificateholders and (B)
continue unremedied for a period of 60 days after the date
on which written notice of such failure, requiring the same
to be remedied, shall have been given to the Company by the
Trustee, or to the Company and the Trustee by the Holders
of Certificates of each Class affected thereby evidencing,
as to each such Class, Percentage Interests aggregating not
less than 25%; or
(iii) The entry of a decree or order by a court or
agency or supervisory authority having jurisdiction in the
premises for the appointment of a conservator, receiver or
liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar
proceedings of or relating to the Company, or for the
winding up or
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liquidation of the Company's affairs, and the continuance of
any such decree or order unstayed and in effect for a period
of 60 consecutive days; or
(iv) The consent by the Company to the appointment of a
conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities
or similar proceedings of or relating to the Company or of
or relating to substantially all of its property; or the
Company shall admit in writing its inability to pay its
debts generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization
statute, make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its
obligations;
then, and in each and every such case, so long as an Event of
Default shall not have been remedied by the Company, either the
Trustee, or the Holders of Certificates of each Class affected
thereby evidencing, as to each such Class, Percentage Interests
aggregating not less than 51%, by notice then given in writing to
the Company (and to the Trustee if given by the
Certificateholders) may terminate all of the rights and
obligations of the Company as servicer under this Agreement. On
or after the receipt by the Company of such written notice, all
authority and power of the Company under this Agreement, whether
with respect to the Certificates or the Mortgage Loans or
otherwise, shall pass to and be vested in the Trustee pursuant to
and under this Section 7.01; and, without limitation, the Trustee
is hereby authorized and empowered to execute and deliver, on
behalf of the Company, as attorney-in-fact or otherwise, any and
all documents and other instruments, and to do or accomplish all
other acts or things necessary or appropriate to effect the
purposes of such notice of termination, whether to complete the
transfer and endorsement of the Mortgage Loans and related
documents, or otherwise, including, without limitation, the
recordation of the assignments of the Mortgage Loans to it. The
Company agrees to cooperate with the Trustee in effecting the
termination of the responsibilities and rights of the Company
hereunder, including, without limitation, the transfer to the
Trustee for the administration by it of all cash amounts that
shall at the time be held by the Company and that have been or
should have been credited by it to the Mortgage Loan Payment
Record, or that have been deposited by the Company in the
Certificate Account or are thereafter received by the Company
with respect to the Mortgage Loans. In addition to any other
amounts which are then, or, notwithstanding the termination of
its activities as servicer, may become, payable to the Company
under this Agreement, the Company shall be entitled to receive
out of any delinquent payment on account of interest on a
Mortgage Loan, due during the period prior to the notice pursuant
to this Section 7.01 which terminates the obligation and rights
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of the Company hereunder and received after such notice, that
portion of such payment which it would have been entitled to
retain pursuant to Section 3.04(vi) if such notice had not been
given.
Section 7.02. Trustee to Act; Appointment of
Successor. (a) On and after the time the Company receives a
notice of termination pursuant to Section 7.01, the Trustee shall
be the successor in all respects to the Company in its capacity
as servicer under this Agreement and the transactions set forth
or provided for herein and shall succeed to all the rights of and
be subject to all the responsibilities, duties and liabilities
relating thereto placed on the Company in its capacity as
servicer by the terms and provisions hereof; provided, however,
that the responsibilities and duties of the Company pursuant to
Sections 2.02 and 2.03(a) and, if the Trustee is prohibited by
law or regulation from making Monthly Advances, the
responsibility to make Monthly Advances pursuant to Section 4.04,
shall not be the responsibilities, duties or obligations of the
Trustee; and provided further, that any failure of the Trustee to
perform such duties and responsibilities that is caused by the
Company's failure to cooperate with the Trustee as required by
Section 7.01 shall not be considered a default by the Trustee
hereunder. As compensation therefor, the Trustee shall, except as
provided in Section 7.01, be entitled to such compensation as the
Company would have been entitled to hereunder if no such notice
of termination had been given. Notwithstanding the above, the
Trustee may, if it shall be unwilling so to act, or shall, if it
is legally unable so to act, appoint, or petition a court of
competent jurisdiction to appoint, any established housing and
home finance institution approved to service mortgage loans for
either FNMA or FHLMC, having a net worth of not less than
$10,000,000, as the successor to the Company hereunder in the
assumption of all or any part of the responsibilities, duties or
liabilities of the Company hereunder. Pending appointment of a
successor to the Company pursuant to this Article VII, unless the
Trustee is prohibited by law from so acting, the Trustee shall
act in such capacity as hereinabove provided. In connection with
such appointment and assumption, the Trustee may make such
arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree;
provided, however, that no such compensation shall be in excess
of that permitted the Company hereunder. The Trustee and such
successor shall take such action, consistent with this Agreement,
as shall be necessary to effectuate any such succession.
(b) Any successor, including the Trustee, to the
Company as servicer pursuant to this Article VII shall during the
term of its service as servicer maintain in force (i) a policy or
policies of insurance covering errors and omissions in the
performance of its obligations as servicer hereunder, and (ii) a
fidelity bond in respect of its officers, employees and agents to
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the same extent as the Company is so required pursuant to Section
3.15.
Section 7.03. Notification to Certificateholders. Upon
any termination or appointment of a successor to the Company
pursuant to this Article VII, the Trustee shall give prompt
written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register.
ARTICLE VIII
THE TRUSTEE
Section 8.01. Duties of Trustee. The Trustee, prior to
the occurrence of an Event of Default and after the curing of all
Events of Default which may have occurred, undertakes to perform
such duties and only such duties as are specifically set forth in
this Agreement. If an Event of Default has occurred (which has
not been cured), the Trustee shall exercise such of the rights
and powers vested in it by this Agreement, and use the same
degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of
his or her own affairs.
The Trustee, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Trustee which are specifically
required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they conform
to the requirements of this Agreement.
No provision of this Agreement shall be construed to
relieve the Trustee from liability for its own negligent action,
its own negligent failure to act or its own misconduct; provided,
however, that:
(i) Prior to the occurrence of an Event of Default,
and after the curing of all such Events of Default which
may have occurred, the duties and obligations of the
Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be
liable except for the performance of such duties and
obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be
read into this Agreement against the Trustee and, in the
absence of bad faith on the part of the Trustee, the
Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the
Trustee and conforming to the requirements of this
Agreement;
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(ii) The Trustee shall not be personally liable for an
error of judgment made in good faith by a Responsible
Officer of the Trustee, unless it shall be proved that the
Trustee was negligent in performing its duties in
accordance with the terms of this Agreement;
(iii) The Trustee shall not be personally liable with
respect to any action taken, suffered or omitted to be
taken by it in good faith in accordance with the direction
of the Holders of Certificates of each Class affected
thereby evidencing, as to each such Class, Percentage
Interests aggregating not less than 25%, relating to the
time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Agreement; and
(iv) The Trustee shall not be charged with knowledge of
(A) any failure by the Company to comply with the
obligations of the Company referred to in clauses (i) and
(ii) of Section 7.01, (B) the rating downgrade referred to
in the definition of "Trigger Event" or (C) any failure by
the Company to comply with the obligations of the Company
to record the assignments of Mortgages referred to in
Section 2.01 unless a Responsible Officer of the Trustee at
the Corporate Trust Office obtains actual knowledge of such
failures, occurrence or downgrade or the Trustee receives
written notice of such failures, occurrence or downgrade
from the Company or the Holders of Certificates of each
Class affected thereby evidencing, as to each such Class,
Percentage Interests aggregating not less than 25%.
Subject to any obligation of the Trustee to make
Monthly Advances as provided herein, the Trustee shall not be
required to expend or risk its own funds or otherwise incur
financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if
there is reasonable ground for believing that the repayment of
such funds or adequate indemnity against such risk or liability
is not reasonably assured to it, and none of the provisions
contained in this Agreement shall in any event require the
Trustee to perform, or be responsible for the manner of
performance of, any of the obligations of the Company under this
Agreement, except during such time, if any, as the Trustee shall
be the successor to, and be vested with the rights, duties,
powers and privileges of, the Company in accordance with the
terms of this Agreement.
Section 8.02. Certain Matters Affecting the Trustee.
Except as otherwise provided in Section 8.01:
(i) The Trustee may conclusively rely and shall be
protected in acting or refraining from acting upon any
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resolution, Officer's Certificate, certificate of auditors
or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, appraisal, bond or
other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or
parties;
(ii) The Trustee may consult with counsel and any
Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or suffered
or omitted by it hereunder in good faith and in accordance
with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this
Agreement, or to institute, conduct or defend any
litigation hereunder or in relation hereto, at the request,
order or direction of any of the Certificateholders,
pursuant to the provisions of this Agreement, unless such
Certificateholders shall have offered to the Trustee
reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or
thereby; nothing contained herein shall, however, relieve
the Trustee of the obligations, upon the occurrence of an
Event of Default (which has not been cured), to exercise
such of the rights and powers vested in it by this
Agreement, and to use the same degree of care and skill in
their exercise as a prudent person would exercise or use
under the circumstances in the conduct of his or her own
affairs;
(iv) The Trustee shall not be personally liable for any
action taken, suffered or omitted by it in good faith and
believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement;
(v) Prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have
occurred, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond or
other paper or documents, unless requested in writing so to
do by Holders of Certificates of each Class affected thereby
evidencing, as to each such Class, Percentage Interests
aggregating not less than 25%; provided, however, that if
the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it
in the making of such investigation is, in the opinion of
the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Agreement, the
Trustee may require reasonable indemnity against such cost,
expense or liability as a condition to such proceeding. The
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reasonable expense of every such investigation shall be
paid by the Company or, if paid by the Trustee, shall be
reimbursed by the Company upon demand. Nothing in this
clause (v) shall derogate from the obligation of the
Company to observe any applicable law prohibiting
disclosure of information regarding the Mortgagors; and
(vi) The Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys or a
custodian.
Section 8.03. Trustee Not Liable for Certificates or
Mortgage Loans. The recitals contained herein and in the
Certificates (other than the signature and countersignature of
the Trustee on the Certificates) shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representations as
to the validity or sufficiency of this Agreement or of the
Certificates (other than the signature and countersignature of
the Trustee on the Certificates) or of any Mortgage Loan or
related document. The Trustee shall not be accountable for the
use or application by the Company of any of the Certificates or
of the proceeds of such Certificates, or for the use or
application of any funds paid to the Company in respect of the
Mortgage Loans or deposited in or withdrawn from the Certificate
Account by the Company.
Section 8.04. Trustee May Own Certificates. The
Trustee in its individual or any other capacity may become the
owner or pledgee of Certificates with the same rights as it would
have if it were not Trustee.
Section 8.05. The Company to Pay Trustee's Fees and
Expenses. The Company covenants and agrees to pay to the Trustee
from time to time, and the Trustee shall be entitled to,
reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an
express trust) for all services rendered by it in the execution
of the trusts hereby created and in the exercise and performance
of any of the powers and duties hereunder of the Trustee, and the
Company will pay or reimburse the Trustee upon its request for
all reasonable expenses, disbursements and advances (including
any Monthly Advances of the Trustee not previously reimbursed
thereto pursuant to Section 3.04) incurred or made by the Trustee
in accordance with any of the provisions of this Agreement
(including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in
its employ) except any such expense, disbursement or advance as
may arise from its negligence or bad faith or which is the
responsibility of Certificateholders hereunder. In addition, the
Company covenants and agrees to indemnify the Trustee from, and
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hold it harmless against, any and all losses, liabilities,
damages, claims or expenses other than those resulting from the
negligence or bad faith of the Trustee. From time to time, the
Trustee may request that the Company debit the Mortgage Loan
Payment Record pursuant to Section 3.04 to reimburse the Trustee
for any Monthly Advances and Nonrecoverable Advances.
Section 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation having
its principal office either in the State of New York or in the
same state as that in which the initial Trustee under this
Agreement has its principal office and organized and doing
business under the laws of such State or the United States of
America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal
or state authority. If such corporation publishes reports of
condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section 8.06, the combined capital
and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent
report of condition so published. The Trustee shall not be an
affiliate of the Company. In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this
Section 8.06, the Trustee shall resign immediately in the manner
and with the effect specified in Section 8.07.
Section 8.07. Resignation or Removal of Trustee. The
Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Company.
Upon receiving such notice of resignation, the Company shall
promptly appoint a successor Trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor Trustee. If no
successor Trustee shall have been so appointed and having
accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a
successor Trustee.
If the conditions in any of the following clauses (i),
(ii) or (iii) shall occur at any time, the Company may remove the
Trustee: (i) the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign
after written request therefor by the Company; (ii) the Trustee
shall be legally unable to act, or shall be adjudged a bankrupt
or insolvent, or a receiver of the Trustee or of its property
shall be appointed, or any public officer shall take charge or
control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation; or (iii)
the replacement of the Trustee with a successor Trustee
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will enable the Company to avoid (and should, based on the
information included in the notice referred to below, result in
the avoidance of) a downgrading of the ratings assigned to the
Certificates by the Rating Agencies (whether or not other actions
could avoid such downgrading) and no Event of Default, as
provided by Section 7.01 hereof, shall have occurred or be
continuing; provided, however, that no action shall be taken
pursuant to this clause (iii) unless reasonable notice shall have
been provided to the Trustee, which notice shall set forth the
basis for any rating downgrade as contemplated by the Rating
Agencies and shall also indicate the manner in which such
proposed action is intended to avoid such downgrade. If it
removes the Trustee under the authority of the immediately
preceding sentence, the Company shall promptly appoint a
successor trustee by written instrument, in duplicate, one copy
of which instrument shall be delivered to the Trustee so removed
and one copy to the successor trustee.
Any resignation or removal of the Trustee and
appointment of a successor Trustee pursuant to any of the
provisions of this Section 8.07 shall not become effective until
acceptance of appointment by the successor Trustee as provided in
Section 8.08.
Section 8.08. Successor Trustee. Any successor Trustee
appointed as provided in Section 8.07 shall execute, acknowledge
and deliver to the Company and to its predecessor Trustee an
instrument accepting such appointment hereunder, and thereupon
the resignation or removal of the predecessor Trustee shall
become effective and such successor Trustee, without any further
act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor
hereunder, with like effect as if originally named as Trustee.
The predecessor Trustee shall deliver to the successor Trustee
all Mortgage Files and related documents and statements held by
it hereunder; and the Company and the predecessor Trustee shall
execute and deliver such instruments and do such other things as
may reasonably be required for fully and certainly vesting and
confirming in the successor Trustee all such rights, powers,
duties and obligations.
No successor Trustee shall accept appointment as
provided in this Section 8.08 unless at the time of such
acceptance such successor Trustee shall be eligible under the
provisions of Section 8.06.
Upon acceptance of appointment by a successor Trustee
as provided in this Section 8.08, the Company shall mail notice
of the succession of such Trustee hereunder to all holders of
Certificates at their addresses as shown in the Certificate
Register. If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor Trustee,
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the successor Trustee shall cause such notice to be mailed at the
expense of the Company.
Section 8.09. Merger or Consolidation of Trustee. Any
corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to the corporate
trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided that such corporation shall be
eligible under the provisions of Section 8.06, without the
execution or filing of any paper or any further act on the part
of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 8.10. Appointment of Co-Trustee or Separate
Trustee. Notwithstanding any other provisions of this Agreement,
at any time, for the purpose of meeting any legal requirements of
any jurisdiction in which any part of the Trust Fund or property
securing any Mortgage Note may at the time be located, the
Company and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more
Persons approved by the Trustee to act as co-trustee or
co-trustees, jointly with the Trustee, of all or any part of the
Trust Fund, or separate trustee or separate trustees of any part
of the Trust Fund, and to vest in such Person or Persons, in such
capacity and for the benefit of the Certificateholders, such
title to the Trust Fund, or any part thereof, and, subject to the
other provisions of this Section 8.10, such powers, duties,
obligations, rights and trusts as the Company and the Trustee may
consider necessary or desirable. If the Company shall not have
joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have
occurred and be continuing, the Trustee alone shall have the
power to make such appointment. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a
successor trustee under Section 8.06 and no notice to
Certificateholders of the appointment of any co-trustee or
separate trustee shall be required under Section 8.08.
Every separate trustee and co-trustee shall, to the
extent permitted by law, be appointed and act subject to the
following provisions and conditions:
(i) All rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or
imposed upon and exercised or performed by the Trustee and
such separate trustee or co-trustee jointly (it being
understood that such separate trustee or co-trustee is not
authorized to act separately without the Trustee joining in
such act), except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be
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performed (whether as Trustee hereunder or as successor to
the Company hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event
such rights, powers, duties and obligations (including the
holding of title to the Trust Fund or any portion thereof
in any such jurisdiction) shall be exercised and performed
singly by such separate trustee or co-trustee, but solely
at the direction of the Trustee;
(ii) No trustee hereunder shall be held personally
liable by reason of any act or omission of any other trustee
hereunder; and
(iii) The Company and the Trustee acting jointly may at
any time accept the resignation of or remove any separate
trustee or co-trustee.
Any notice, request or other writing given to the
Trustee shall be deemed to have been given to each of the then
separate trustees and co-trustees, as effectively as if given to
each of them. Every instrument appointing any separate trustee or
co-trustee shall refer to this Agreement and the conditions of
this Article VIII. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the
estates or property specified in its instrument of appointment,
either jointly with the Trustee or separately, as may be provided
therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating
to the conduct of, affecting the liability of, or affording
protection to, the Trustee. Every such instrument shall be filed
with the Trustee and a copy thereof given to the Company.
Any separate trustee or co-trustee may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full
power and authority, to the extent not prohibited by law, to do
any lawful act under or in respect of this Agreement on its
behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted
by law, without the appointment of a new or successor trustee.
Section 8.11. Compliance with REMIC Provisions; Tax
Returns. The Trustee shall at all times act in such a manner in
the performance of its duties hereunder as shall be necessary to
prevent the Trust Fund from failing to qualify as a REMIC and to
prevent the imposition of a tax on the Trust Fund or the REMIC
established hereunder. The Trustee, upon request, will furnish
the Company with all such information within its possession as
may be reasonably required in connection with the preparation of
all tax returns of the Trust Fund and any Reserve Fund, and
shall, upon request, execute such returns.
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ARTICLE IX
TERMINATION
Section 9.01. Termination upon Repurchase by the
Company or Liquidation of All Mortgage Loans. Subject to Section
9.02, the respective obligations and responsibilities of the
Company and the Trustee created hereby (other than the obligation
of the Trustee to make certain payments to Certificateholders
after the final Distribution Date and the obligation of the
Trustee to send certain notices as hereinafter set forth) shall
terminate upon the last action required to be taken by the
Trustee on the final Distribution Date pursuant to this Article
IX following the earlier of (a) the repurchase by the Company of
all Mortgage Loans and all REO Mortgage Loans remaining in the
Trust Fund at a price equal to the sum of (x) 100% of the unpaid
principal balance of each Mortgage Loan (other than any REO
Mortgage Loans described in the following clause) plus accrued
and unpaid interest thereon at the applicable Net Mortgage Rate
(less any amounts constituting previously unreimbursed Monthly
Advances) to the first day of the month in which such purchase
price is to be distributed to Certificateholders and (y) the
appraised value of any REO Mortgage Loan (less the good faith
estimate of the Company of Liquidation Expenses to be incurred in
connection with its disposal thereof), such appraisal to be
conducted by an appraiser mutually agreed upon by the Company and
the Trustee, and (b) the later of the final payment or other
liquidation (or any Monthly Advance with respect thereto) of the
last Mortgage Loan remaining in the Trust Fund or the disposition
of all property acquired upon foreclosure or by deed in lieu of
foreclosure of any Mortgage Loan; provided, however, that in no
event shall the Trust Fund created hereby continue beyond the
expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the
United States of America to the Court of St. James's, living on
the date of this Agreement. The right of the Company to
repurchase all Mortgage Loans pursuant to clause (a) above shall
be conditioned upon the aggregate of the Scheduled Principal
Balance of the Outstanding Mortgage Loans, at the time of any
such repurchase, aggregating less than 10 percent of the
aggregate of the Scheduled Principal Balance of the Mortgage
Loans as of the Cut-off Date.
Notice of any termination, specifying the Distribution
Date upon which the Certificateholders may surrender their
Certificates to the Trustee for payment of the final distribution
and cancellation, shall be given promptly by the Trustee by
letter to Certificateholders mailed not earlier than the 15th day
and not later than the 25th day of the month next preceding the
month of such final distribution specifying (A) the Distribution
Date upon which final payment of the Certificates will be made
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upon presentation and surrender of the Certificates at the office
of the Trustee therein designated, (B) the amount of any such
final payment and (C) that the Record Date otherwise applicable
to such Distribution Date is not applicable, payments being made
only upon presentation and surrender of the Certificates at the
office of the Trustee therein specified. The Trustee shall give
such notice to the Certificate Registrar at the time such notice
is given to Certificateholders. In the event such notice is given
in connection with the exercise by the Company of its right of
repurchase, the Company shall deposit in the Certificate Account
not later than 11:00 a.m. on the Business Day prior to the final
Distribution Date in next-day funds an amount equal to the price
described above. Upon presentation and surrender of the
Certificates, the Trustee shall cause to be distributed to
Certificateholders an amount equal to the price calculated as
above provided, any such repurchase being in lieu of the
distribution otherwise required to be made on the Distribution
Date upon which the repurchase is effected. Upon certification to
the Trustee by a Servicing Officer following such final deposit,
the Trustee shall promptly release to the Company the Mortgage
Files for the repurchased Mortgage Loans.
On the final Distribution Date, the Trustee shall
distribute amounts on deposit in the Certificate Account in
accordance with the applicable priorities provided by Section
4.01. Distributions on each Certificate shall be made on the
final Distribution Date in the manner specified in Section 4.02
but only upon presentation and surrender of the Certificates.
In the event that all of the Certificateholders shall
not surrender their Certificates for cancellation within six
months after the date specified in the above-mentioned written
notice, the Trustee shall give a second written notice to the
remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect
thereto. If within one year after the second notice all the
Certificates shall not have been surrendered for cancellation,
the Trustee may take appropriate steps, or may appoint an agent
to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates,
and the cost thereof shall be paid out of the funds and other
assets which remain subject hereto.
Section 9.02. Additional Termination Requirements. (a)
In the event the Company exercises its purchase option as
provided in Section 9.01, the Trust Fund and the REMIC
established hereunder shall be terminated in accordance with the
following additional requirements, unless the Trustee has been
supplied with an Opinion of Counsel to the effect that the
failure to comply with the requirements of this Section 9.02 will
not (i) result in the imposition of taxes on "prohibited
transactions" of such REMIC as defined in section 860F of the
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Code, or (ii) cause the Trust Fund to fail to qualify as a REMIC
at any time that any Certificates are outstanding:
(i) Within 90 days prior to the final Distribution
Date set forth in the notice given by the Trustee under
Section 9.01, the Company shall prepare and the Trustee
shall execute and adopt a plan of complete liquidation for
such REMIC within the meaning of section 860F(a)(4)(A)(i)
of the Code, which shall be evidenced by such notice; and
(ii) Within 90 days after the time of adoption of such
a plan of complete liquidation, the Trustee shall sell all
of the assets of the Trust Fund to the Company for cash in
accordance with Section 9.01.
(b) By their acceptance of the Residual Certificates,
the Holders thereof hereby authorize the Trustee to adopt such a
plan of complete liquidation which authorization shall be binding
on all successor Holders of the Residual Certificates.
(c) On the final federal income tax return for the
REMIC established hereunder, the Trustee will attach a statement
specifying the date of the adoption of the plan of liquidation.
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment. This Agreement may be
amended from time to time by the Company and the Trustee, without
the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or
therein which may be defective or inconsistent with any other
provisions herein, or to add any other provisions with respect to
matters or questions arising under this Agreement, which shall
not be materially inconsistent with the provisions of this
Agreement; provided, however, that such action shall not, as
evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder.
Notwithstanding the foregoing, without the consent of the
Certificateholders, the Trustee and the Company may at any time
and from time to time amend this Agreement to modify, eliminate
or add to any of its provisions to such extent as shall be
necessary or appropriate to maintain the qualification of the
Trust Fund as a REMIC under the Code or to avoid or minimize the
risk of the imposition of any tax on the Trust Fund pursuant to
the Code that would be a claim against the Trust Fund at any time
prior to the final redemption of the Certificates, provided that
the Trustee has obtained an opinion of independent counsel (which
opinion also shall be addressed to the Company) to the effect
that such action is necessary or appropriate to maintain such
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qualification or to avoid or minimize the risk of the imposition
of such a tax.
This Agreement may also be amended from time to time
by the Company and the Trustee with the consent of Holders of
Certificates evidencing (i) not less than 66% of the Voting
Rights of all the Certificates or (ii) Percentage Interests
aggregating not less than 66% of each Class affected by such
amendment, for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of
this Agreement, or of modifying in any manner the rights of the
Holders of Certificates; provided, however, that no such
amendment shall (a) reduce in any manner the amount of, or delay
the timing of, collections of payments on the Mortgage Loans or
distributions which are required to be made on any Certificate
without the consent of the Holder of such Certificate, (b)
adversely affect in any material respects the interests of the
Holders of any Class of Certificates in any manner other than as
described in (a), without the consent of the Holders of
Certificates evidencing Percentage Interests aggregating not less
than 66% of such Class, or (c) reduce the aforesaid percentages
of Certificates of any Class required to consent to any such
amendment, without the consent of the Holders of all Certificates
of such Class then outstanding. For purposes of this paragraph,
references to "Holder" or "Holders" shall be deemed to include,
in the case of any Class of Book-Entry Certificates, the related
Certificate Owners.
Notwithstanding any contrary provision of this
Agreement, the Trustee shall not consent to any amendment to this
Agreement unless it shall have first received an Opinion of
Counsel to the effect that such amendment will not subject the
Trust Fund to tax or cause the Trust Fund to fail to qualify as a
REMIC at any time that any Certificates are outstanding.
Promptly after the execution of any such amendment or
consent the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of
Certificateholders under this Section 10.01 to approve the
particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof.
The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders
shall be subject to such reasonable requirements as the Trustee
may prescribe.
Section 10.02. Recordation of Agreement. This
Agreement is subject to recordation in all appropriate public
offices for real property records in all the counties or other
comparable jurisdictions in which any or all of the properties
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subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such
recordation to be effected by the Company and at its expense on
direction by the Trustee, but only upon direction of the Trustee
accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of
Certificateholders.
For the purpose of facilitating the recordation of
this Agreement as herein provided and for other purposes, this
Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an
original, and such counterparts shall constitute but one and the
same instrument.
Section 10.03. Limitation on Rights of
Certificateholders. The death or incapacity of any
Certificateholder shall not operate to terminate this Agreement
or the Trust Fund, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any
action or commence any proceeding in any court for a partition or
winding up of the Trust Fund, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.
No Certificateholder shall have any right to vote
(except as provided in Section 10.01) or in any manner otherwise
control the operation and management of the Trust Fund, or the
obligations of the parties hereto, nor shall anything herein set
forth, or contained in the terms of the Certificates, be
construed so as to constitute the Certificateholders from time to
time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third person by
reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder shall have any right by virtue or
by availing itself of any provisions of this Agreement to
institute any suit, action or proceeding in equity or at law upon
or under or with respect to this Agreement, unless such Holder
previously shall have given to the Trustee a written notice of
default and of the continuance thereof, as hereinbefore provided,
and unless also the Holders of Certificates of each Class
affected thereby evidencing, as to each such Class, Percentage
Interests aggregating not less than 25% shall have made written
request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after
its receipt of such notice, request and offer of indemnity, shall
have neglected or refused to institute any such action, suit or
proceeding; it being understood and intended, and being expressly
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covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatever by
virtue or by availing itself or themselves of any provisions of
this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of the Certificates, or to obtain or seek to
obtain priority over or preference to any other such Holder, or
to enforce any right under this Agreement, except in the manner
herein provided and for the equal, ratable and common benefit of
all Certificateholders. For the protection and enforcement of the
provisions of this Section 10.03, each and every
Certificateholder and the Trustee shall be entitled to such
relief as can be given either at law or in equity.
Section 10.04. Governing Law. THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 10.05. Notices. All demands, notices and
communications hereunder shall be in writing and shall be deemed
to have been duly given if personally delivered at or mailed by
certified mail, return receipt requested, (a) in the case of the
Company, to GE Capital Mortgage Services, Inc., 3 Executive
Campus, Cherry Hill, New Jersey 08002, Attention: General
Counsel, (b) in the case of the Trustee, to State Street Bank and
Trust Company, Corporate Trust Department, 225 Franklin Street,
Boston, Massachusetts 02110, (c) in the case of Fitch, to Fitch
Investors Service, L.P., One State Street Plaza, New York, New
York 10004, Attention: Structured Finance Surveillance, and (d)
in the case of S&P, Standard and Poor's Rating Services, 26
Broadway, 16th Floor, New York, New York 10007, Attention:
Mortgage-Backed Securities, or, as to each such Person, at such
other address as shall be designated by such Person in a written
notice to each other named Person. Any notice required or
permitted to be mailed to a Certificateholder shall be given by
first class mail, postage prepaid, at the address of such Holder
as shown in the Certificate Register. Any notice so mailed within
the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the
Certificateholder receives such notice.
Section 10.06. Notices to the Rating Agencies. The
Company shall deliver written notice of the following events to
each Rating Agency promptly following the occurrence thereof:
material amendment to this Agreement; any Event of Default; any
Trigger Event; change in or termination of the Trustee; removal
of the Company or any successor servicer as servicer; repurchase
or replacement of any Defective Mortgage Loan pursuant to Section
2.03; and final payment to Certificateholders. In addition, the
Company shall deliver copies of the following documents to each
Rating Agency at the time such documents are required to be
112
<PAGE>
delivered pursuant to this Agreement: monthly statements to
Certificateholders pursuant to Section 4.05, annual report of
independent accountants pursuant to Section 3.13 and annual
servicer compliance report pursuant to Section 3.12.
Notwithstanding the foregoing, the failure to deliver such
notices or copies shall not constitute an Event of Default under
this Agreement.
Section 10.07. Severability of Provisions. If any one
or more of the covenants, agreements, provisions or terms of this
Agreement shall be for any reason whatsoever held invalid, then
to the extent permitted by law such covenants, agreements,
provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the
other provisions of this Agreement or of the Certificates or the
rights of the Holders thereof.
Section 10.08. Certificates Nonassessable and Fully
Paid. It is the intention of the Trustee that Certificateholders
shall not be personally liable for obligations of the Trust Fund,
that the beneficial ownership interests represented by the
Certificates shall be nonassessable for any losses or expenses of
the Trust Fund or for any reason whatsoever, and that
Certificates upon execution, countersignature and delivery
thereof by the Trustee are and shall be deemed fully paid.
* * *
<PAGE>
IN WITNESS WHEREOF, the Company and the Trustee have
caused this Agreement to be duly executed by their respective
officers and their respective seals, duly attested, to be
hereunto affixed, all as of the day and year first above written.
GE CAPITAL MORTGAGE
SERVICES, INC.
By:_______________________
Name:
Title:
[SEAL]
Attest:
By:______________________
Name:
Title:
STATE STREET BANK AND
TRUST COMPANY,
as Trustee
By:_______________________
Name:
Title:
[SEAL]
Attest:
By:______________________
Name:
Title:
<PAGE>
State of New Jersey )
) ss.:
County of Camden )
On the day of September, 1997 before me, a notary
public in and for the State of New Jersey, personally appeared
_______________________, known to me who, being by me duly sworn,
did depose and say that he/she resides at
_____________________________________________________________;
that he/she is a(n) _________________________ of GE Capital
Mortgage Services, Inc., a corporation formed under the laws of
the State of New Jersey, one of the parties that executed the
foregoing instrument; that he/she knows the seal of said
corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by order of the Board of
Directors of said corporation; and that he/she signed his/her
name thereto by like order.
____________________________
Notary Public
[Notarial Seal]
<PAGE>
The Commonwealth of Massachusetts )
) ss.:
County of Suffolk )
On the day of September, 1997 before me, a notary
public in and for the Commonwealth of Massachusetts, personally
appeared ____________________, known to me who, being by me duly
sworn, did depose and say that he/she resides at
_____________________________________________________________;
that he/she is a(n) __________________________________ of State
Street Bank and Trust Company, one of the parties that executed
the foregoing instrument; that he/she knows the seal of said
Bank; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by order of the Board of Directors
of said Bank; and that he/she signed his/her name thereto by
order of the Board of Directors of said Bank.
____________________________
Notary Public
[Notarial Seal]
<PAGE>
EXHIBIT A
FORMS OF CERTIFICATES
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET
FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY
BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE
SERVICES, INC. OR THE TRUSTEE (AS DEFINED HEREIN).
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1997-10
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class A1 Certificate
Principal Balance:
Class A1 $50,000,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.75% Balance of this Certificate:
$
Cut-off Date:
September 1, 1997
First Distribution Date: CUSIP: 36157NBZ6
October 27, 1997
2
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by
this Certificate (obtained by dividing the initial Certificate
Principal Balance of this Certificate by the aggregate initial
Certificate Principal Balance of all Class A1 Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
conventional, fixed rate, one- to four-family mortgage loans (the
"Mortgage Loans"), sold and serviced by GE Capital Mortgage
Services, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Company"). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement dated
as of September 1, 1997 (the "Agreement") between the Company and
State Street Bank and Trust Company, as trustee (the "Trustee"),
a summary of certain of the pertinent provisions of which is set
forth herein below. To the extent not defined herein, the terms
used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement
the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in October 1997, to the Person in whose name this
Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), of an amount equal to the
product of the Percentage Interest evidenced by this Certificate
and the aggregate amount required to be distributed to Holders of
Certificates of the same Class as this Certificate pursuant to
the Agreement.
Distributions on this Certificate will be made by the
Trustee by check or money order mailed to the Person entitled
thereto at the address appearing in the Certificate Register or,
upon written request by the Certificateholder, by such other
means of payment as such Person and the Trustee shall agree.
Except as otherwise provided in the Agreement, the final
distribution on
3
<PAGE>
this Certificate will be made in the applicable manner described
above, after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this
Certificate at the office or agency maintained for that purpose
by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of
Certificates designated as REMIC Multi-Class Pass-Through
Certificates, Series 1997-10, issued in fifteen Classes (Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class R,
Class M, Class B1, Class B2, Class B3, Class B4, Class B5, Class
PO and
Class S, herein called the "Certificates").
The Certificates are limited in right of payment to
certain payments on and collections in respect of the Mortgage
Loans, all as more specifically set forth in the Agreement. The
Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the
Certificate Account for payment hereunder and that the Trustee in
its individual capacity is not personally liable to the
Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain
exceptions therein provided, certain losses on the Mortgage Loans
resulting from defaults by Mortgagors will be borne by the
Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the
Holders of the other Classes of the Certificates.
This Certificate does not purport to summarize the
Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties
and immunities of the Trustee.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Certificateholders under the Agreement at any time by the Company
and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined
4
<PAGE>
in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
No transfer of any Class M, Class B1, Class B2, Class
B3, Class B4 or Class B5 Certificate which is in the form of a
Definitive Certificate shall be made to any Person unless the
Trustee has received (i) a certificate from such transferee to
the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or a plan subject to Section 4975 of
the Internal Revenue Code of 1986, as amended ("Section 4975") (a
"Plan") or a Person that is using the assets of a Plan to acquire
such Certificate or (y) is an insurance company investing assets
of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption
95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemption")
applies to such transferee's acquisition and holding of such
Certificate, or (ii) an opinion of counsel satisfactory to the
Trustee, which opinion shall not be an expense of the Trustee or
the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the
Trust Fund being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA or Section 4975 and
will not subject the Trustee or the Company to any obligation in
addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in
the event that, as a result of a change of law or otherwise,
counsel satisfactory to the Trustee has rendered an opinion to
the effect that the purchase and holding of a Class M, Class B1,
Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or
a Person that is purchasing or holding such Certificate with the
assets of a Plan will not constitute or result in a prohibited
transaction under ERISA or Section 4975.
No transfer of any Class R Certificate shall be made
to any Person unless the Trustee has received a certificate from
such transferee to the effect that, among other things, such
transferee
5
<PAGE>
(x) is not an employee benefit plan subject to ERISA or a Plan or
a Person that is using the assets of a Plan to acquire any such
Class R Certificate or (y) is an insurance company investing
assets of its general account and the Exemption applies to such
transferee's acquisition and holding of any such Class R
Certificate.
As provided in the Agreement, and subject to certain
limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register of the Trustee upon
surrender of this Certificate for registration of transfer at the
office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the
City of New York, accompanied by a written instrument of transfer
in form satisfactory to the Company, the Trustee, and the
Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized
denominations evidencing the same aggregate Percentage Interest
will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in denominations specified in the
Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for
new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by
the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Trustee may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any
agent of the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Trustee, the Certificate
Registrar nor any such agent shall be affected by any notice to
the contrary.
The obligations and responsibilities created by the
Agreement, and the Trust Fund created thereby shall terminate upon
6
<PAGE>
payment to the Certificateholders, or provision therefor, in
accordance with the Agreement following the earlier of (a) the
repurchase by the Company of all Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid
principal balance of each Mortgage Loan (other than a Mortgage
Loan described in clause (y)) plus accrued and unpaid interest
thereon at the rate provided for in the Agreement (less any
amounts representing previously unreimbursed Monthly Advances)
and (y) the appraised value of any property acquired in respect
of a Mortgage Loan determined as provided in the Agreement, and
(b) the later of the final payment or other liquidation (or any
Monthly Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of
any Mortgage Loan. The right of the Company to repurchase all the
Mortgage Loans and property in respect of Mortgage Loans is
subject to the Pool Scheduled Principal Balance at the time of
repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise
of such right will result in early retirement of the
Certificates.
Unless this Certificate has been countersigned by the
Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any
purpose.
7
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed under its official seal.
STATE STREET BANK AND TRUST
COMPANY, not in its individual
capacity but solely as Trustee
(SEAL)
By:_____________________________
Name:
Title:
Countersigned:
By_________________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee
Dated:__________________
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s),
assign(s) and transfer(s) unto
Please insert social security
or other identifying number of assignee
_________________________________________________________________
_________________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
_________________________________________________________________
this Certificate evidencing a Percentage Interest in certain
distributions with respect to the Trust Fund and hereby
authorizes the transfer of registration of such interest to
assignee on the Certificate Register of said Trust Fund.
I (we) further direct the Certificate Registrar to
issue a new Certificate of like Class and Percentage Interest, to
the above named assignee and deliver such Certificate to the
following address:
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
Dated:_________________
______________________________________
Signature by or on behalf of assignor
_______________________________
*Signature Guaranteed*
*The signature hereon must be guaranteed by a bank, trust company
or broker of the signatory who is a member of a signature
guarantee medallion program.
2
<PAGE>
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET
FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY
BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE
SERVICES, INC. OR THE TRUSTEE (AS DEFINED HEREIN).
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
3
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1997-10
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class A2 Certificate
Principal Balance:
Class A2 $20,289,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.75% Balance of this Certificate:
$
Cut-off Date:
September 1, 1997
First Distribution Date: CUSIP: 36157NCA0
October 27, 1997
4
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by
this Certificate (obtained by dividing the initial Certificate
Principal Balance of this Certificate by the aggregate initial
Certificate Principal Balance of all Class A2 Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
conventional, fixed rate, one- to four-family mortgage loans (the
"Mortgage Loans"), sold and serviced by GE Capital Mortgage
Services, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Company"). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement dated
as of September 1, 1997 (the "Agreement") between the Company and
State Street Bank and Trust Company, as trustee (the "Trustee"),
a summary of certain of the pertinent provisions of which is set
forth herein below. To the extent not defined herein, the terms
used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement
the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in October 1997, to the Person in whose name this
Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), of an amount equal to the
product of the Percentage Interest evidenced by this Certificate
and the aggregate amount required to be distributed to Holders of
Certificates of the same Class as this Certificate pursuant to
the Agreement.
Distributions on this Certificate will be made by the
Trustee by check or money order mailed to the Person entitled
thereto at the address appearing in the Certificate Register or,
upon written request by the Certificateholder, by such other
means of payment as such Person and the Trustee shall agree.
Except as otherwise provided in the Agreement, the final
distribution on
5
<PAGE>
this Certificate will be made in the applicable manner described
above, after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this
Certificate at the office or agency maintained for that purpose
by the Trustee in New York, New York.
6
<PAGE>
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET
FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY
BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE
SERVICES, INC. OR THE TRUSTEE (AS DEFINED HEREIN).
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
7
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1997-10
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class A3 Certificate
Principal Balance:
Class A3 $29,648,258
Certificate Interest Initial Certificate Principal
Rate per annum: 6.75% Balance of this Certificate:
$
Cut-off Date:
September 1, 1997
First Distribution Date: CUSIP: 36157NCB8
October 27, 1997
8
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by
this Certificate (obtained by dividing the initial Certificate
Principal Balance of this Certificate by the aggregate initial
Certificate Principal Balance of all Class A3 Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
conventional, fixed rate, one- to four-family mortgage loans (the
"Mortgage Loans"), sold and serviced by GE Capital Mortgage
Services, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Company"). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement dated
as of September 1, 1997 (the "Agreement") between the Company and
State Street Bank and Trust Company, as trustee (the "Trustee"),
a summary of certain of the pertinent provisions of which is set
forth herein below. To the extent not defined herein, the terms
used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement
the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in October 1997, to the Person in whose name this
Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), of an amount equal to the
product of the Percentage Interest evidenced by this Certificate
and the aggregate amount required to be distributed to Holders of
Certificates of the same Class as this Certificate pursuant to
the Agreement.
Distributions on this Certificate will be made by the
Trustee by check or money order mailed to the Person entitled
thereto at the address appearing in the Certificate Register or,
upon written request by the Certificateholder, by such other
means of payment as such Person and the Trustee shall agree.
Except as otherwise provided in the Agreement, the final
distribution on
9
<PAGE>
this Certificate will be made in the applicable manner described
above, after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this
Certificate at the office or agency maintained for that purpose
by the Trustee in New York, New York.
10
<PAGE>
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET
FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY
BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE
SERVICES, INC. OR THE TRUSTEE (AS DEFINED HEREIN).
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
11
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1997-10
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class A4 Certificate
Principal Balance:
Class A4 $10,052,742
Certificate Interest Initial Certificate Principal
Rate per annum: 6.75% Balance of this Certificate:
$
Cut-off Date:
September 1, 1997
First Distribution Date: CUSIP: 36157NCC6
October 27, 1997
12
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by
this Certificate (obtained by dividing the initial Certificate
Principal Balance of this Certificate by the aggregate initial
Certificate Principal Balance of all Class A4 Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
conventional, fixed rate, one- to four-family mortgage loans (the
"Mortgage Loans"), sold and serviced by GE Capital Mortgage
Services, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Company"). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement dated
as of September 1, 1997 (the "Agreement") between the Company and
State Street Bank and Trust Company, as trustee (the "Trustee"),
a summary of certain of the pertinent provisions of which is set
forth herein below. To the extent not defined herein, the terms
used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement
the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in October 1997, to the Person in whose name this
Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), of an amount equal to the
product of the Percentage Interest evidenced by this Certificate
and the aggregate amount required to be distributed to Holders of
Certificates of the same Class as this Certificate pursuant to
the Agreement.
Distributions on this Certificate will be made by the
Trustee by check or money order mailed to the Person entitled
thereto at the address appearing in the Certificate Register or,
upon written request by the Certificateholder, by such other
means of payment as such Person and the Trustee shall agree.
Except as otherwise provided in the Agreement, the final
distribution on
13
<PAGE>
this Certificate will be made in the applicable manner described
above, after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this
Certificate at the office or agency maintained for that purpose
by the Trustee in New York, New York.
14
<PAGE>
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET
FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY
BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE
SERVICES, INC. OR THE TRUSTEE (AS DEFINED HEREIN).
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
15
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1997-10
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class A5 Certificate
Principal Balance:
Class A5 $20,270,345
Certificate Interest Initial Certificate Principal
Rate per annum: 6.75% Balance of this Certificate:
$
Cut-off Date:
September 1, 1997
First Distribution Date: CUSIP: 36157NCD4
October 27, 1997
16
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by
this Certificate (obtained by dividing the initial Certificate
Principal Balance of this Certificate by the aggregate initial
Certificate Principal Balance of all Class A5 Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
conventional, fixed rate, one- to four-family mortgage loans (the
"Mortgage Loans"), sold and serviced by GE Capital Mortgage
Services, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Company"). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement dated
as of September 1, 1997 (the "Agreement") between the Company and
State Street Bank and Trust Company, as trustee (the "Trustee"),
a summary of certain of the pertinent provisions of which is set
forth herein below. To the extent not defined herein, the terms
used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement
the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in October 1997, to the Person in whose name this
Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), of an amount equal to the
product of the Percentage Interest evidenced by this Certificate
and the aggregate amount required to be distributed to Holders of
Certificates of the same Class as this Certificate pursuant to
the Agreement.
Distributions on this Certificate will be made by the
Trustee by check or money order mailed to the Person entitled
thereto at the address appearing in the Certificate Register or,
upon written request by the Certificateholder, by such other
means of payment as such Person and the Trustee shall agree.
Except as otherwise provided in the Agreement, the final
distribution on
17
<PAGE>
this Certificate will be made in the applicable manner described
above, after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this
Certificate at the office or agency maintained for that purpose
by the Trustee in New York, New York.
18
<PAGE>
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET
FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY
BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE
SERVICES, INC. OR THE TRUSTEE (AS DEFINED HEREIN).
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
19
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1997-10
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class A6 Certificate
Principal Balance:
Class A6 $20,500,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.75% Balance of this Certificate:
$
Cut-off Date:
September 1, 1997
First Distribution Date: CUSIP: 36157NCE2
October 27, 1997
20
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by
this Certificate (obtained by dividing the initial Certificate
Principal Balance of this Certificate by the aggregate initial
Certificate Principal Balance of all Class A6 Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
conventional, fixed rate, one- to four-family mortgage loans (the
"Mortgage Loans"), sold and serviced by GE Capital Mortgage
Services, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Company"). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement dated
as of September 1, 1997 (the "Agreement") between the Company and
State Street Bank and Trust Company, as trustee (the "Trustee"),
a summary of certain of the pertinent provisions of which is set
forth herein below. To the extent not defined herein, the terms
used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement
the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in October 1997, to the Person in whose name this
Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), of an amount equal to the
product of the Percentage Interest evidenced by this Certificate
and the aggregate amount required to be distributed to Holders of
Certificates of the same Class as this Certificate pursuant to
the Agreement.
Distributions on this Certificate will be made by the
Trustee by check or money order mailed to the Person entitled
thereto at the address appearing in the Certificate Register or,
upon written request by the Certificateholder, by such other
means of payment as such Person and the Trustee shall agree.
Except as otherwise provided in the Agreement, the final
distribution on
21
<PAGE>
this Certificate will be made in the applicable manner described
above, after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this
Certificate at the office or agency maintained for that purpose
by the Trustee in New York, New York.
22
<PAGE>
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO
CERTAIN CLASSES OF THE CERTIFICATES AS SET FORTH HEREIN AND IN THE
AGREEMENT REFERRED TO HEREIN.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET
FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY
BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE
SERVICES, INC. OR THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION
5.02 OF THE AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR A PLAN SUBJECT TO
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE ASSETS
OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED
HEREIN. THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN
OTHER RESTRICTIONS AS SET FORTH HEREIN.
23
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1997-10
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class M Certificate
Principal Balance:
Class M $1,551,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.75% Balance of this Certificate:
$
Cut-off Date:
September 1, 1997
First Distribution Date: CUSIP: 36157NCK8
October 27, 1997
24
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by
this Certificate (obtained by dividing the initial Certificate
Principal Balance of this Certificate by the aggregate initial
Certificate Principal Balance of all Class M Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
conventional, fixed rate, one- to four-family mortgage loans (the
"Mortgage Loans"), sold and serviced by GE Capital Mortgage
Services, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Company"). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement dated
as of September 1, 1997 (the "Agreement") between the Company and
State Street Bank and Trust Company, as trustee (the "Trustee"),
a summary of certain of the pertinent provisions of which is set
forth herein below. To the extent not defined herein, the terms
used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement
the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in October 1997, to the Person in whose name this
Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), of an amount equal to the
product of the Percentage Interest evidenced by this Certificate
and the aggregate amount required to be distributed to Holders of
Certificates of the same Class as this Certificate pursuant to
the Agreement.
Distributions on this Certificate will be made by the
Trustee by check or money order mailed to the Person entitled
thereto at the address appearing in the Certificate Register or,
upon written request by the Certificateholder, by such other
means of payment as such Person and the Trustee shall agree.
Except as otherwise provided in the Agreement, the final
distribution on
25
<PAGE>
this Certificate will be made in the applicable manner described
above, after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this
Certificate at the office or agency maintained for that purpose
by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of
Certificates designated as REMIC Multi-Class Pass-Through
Certificates, Series 1997-10, issued in fifteen Classes (Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class R,
Class M, Class B1, Class B2, Class B3, Class B4, Class B5, Class
PO and
Class S, herein called the "Certificates").
The Certificates are limited in right of payment to
certain payments on and collections in respect of the Mortgage
Loans, all as more specifically set forth in the Agreement. The
Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the
Certificate Account for payment hereunder and that the Trustee in
its individual capacity is not personally liable to the
Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain
exceptions therein provided, certain losses on the Mortgage Loans
resulting from defaults by Mortgagors will be borne by the
Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the
Holders of the other Classes of the Certificates.
This Certificate does not purport to summarize the
Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties
and immunities of the Trustee.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Certificateholders under the Agreement at any time by the Company
and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined
26
<PAGE>
in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
No transfer of any Class M, Class B1, Class B2, Class
B3, Class B4 or Class B5 Certificate which is in the form of a
Definitive Certificate shall be made to any Person unless the
Trustee has received (i) a certificate from such transferee to
the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or a plan subject to Section 4975 of
the Internal Revenue Code of 1986, as amended ("Section 4975") (a
"Plan") or a Person that is using the assets of a Plan to acquire
such Certificate or (y) is an insurance company investing assets
of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption
95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemption")
applies to such transferee's acquisition and holding of such
Certificate, or (ii) an opinion of counsel satisfactory to the
Trustee, which opinion shall not be an expense of the Trustee or
the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the
Trust Fund being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA or Section 4975 and
will not subject the Trustee or the Company to any obligation in
addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in
the event that, as a result of a change of law or otherwise,
counsel satisfactory to the Trustee has rendered an opinion to
the effect that the purchase and holding of a Class M, Class B1,
Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or
a Person that is purchasing or holding such Certificate with the
assets of a Plan will not constitute or result in a prohibited
transaction under ERISA or Section 4975.
No transfer of any Class R Certificate shall be made
to any Person unless the Trustee has received a certificate from
such transferee to the effect that, among other things, such
transferee
27
<PAGE>
(x) is not an employee benefit plan subject to ERISA or a Plan or
a Person that is using the assets of a Plan to acquire any such
Class R Certificate or (y) is an insurance company investing
assets of its general account and the Exemption applies to such
transferee's acquisition and holding of any such Class R
Certificate.
As provided in the Agreement, and subject to certain
limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register of the Trustee upon
surrender of this Certificate for registration of transfer at the
office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the
City of New York, accompanied by a written instrument of transfer
in form satisfactory to the Company, the Trustee, and the
Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized
denominations evidencing the same aggregate Percentage Interest
will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in denominations specified in the
Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for
new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by
the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Trustee may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any
agent of the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Trustee, the Certificate
Registrar nor any such agent shall be affected by any notice to
the contrary.
The obligations and responsibilities created by the
Agreement, and the Trust Fund created thereby shall terminate upon
28
<PAGE>
payment to the Certificateholders, or provision therefor, in
accordance with the Agreement following the earlier of (a) the
repurchase by the Company of all Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid
principal balance of each Mortgage Loan (other than a Mortgage
Loan described in clause (y)) plus accrued and unpaid interest
thereon at the rate provided for in the Agreement (less any
amounts representing previously unreimbursed Monthly Advances)
and (y) the appraised value of any property acquired in respect
of a Mortgage Loan determined as provided in the Agreement, and
(b) the later of the final payment or other liquidation (or any
Monthly Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of
any Mortgage Loan. The right of the Company to repurchase all the
Mortgage Loans and property in respect of Mortgage Loans is
subject to the Pool Scheduled Principal Balance at the time of
repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise
of such right will result in early retirement of the
Certificates.
Unless this Certificate has been countersigned by the
Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any
purpose.
29
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed under its official seal.
STATE STREET BANK AND TRUST
COMPANY, not in its individual
capacity but solely as Trustee
(SEAL)
By:_____________________________
Name:
Title:
Countersigned:
By_________________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee
___________________
Dated:
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s),
assign(s) and transfer(s) unto
Please insert social security
or other identifying number of assignee
_______________________________________________________________
_______________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
_______________________________________________________________
this Certificate evidencing a Percentage Interest in certain
distributions with respect to the Trust Fund and hereby
authorizes the transfer of registration of such interest to
assignee on the Certificate Register of said Trust Fund.
I (we) further direct the Certificate Registrar to
issue a new Certificate of like Class and Percentage Interest, to
the above named assignee and deliver such Certificate to the
following address:
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
Dated:____________________
_____________________________________
Signature by or on behalf of assignor
______________________________
*Signature Guaranteed*
*The signature hereon must be guaranteed by a bank, trust company
or broker of the signatory who is a member of a signature
guarantee medallion program.
2
<PAGE>
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO
CERTAIN CLASSES OF THE CERTIFICATES AS SET FORTH HEREIN AND IN THE
AGREEMENT REFERRED TO HEREIN.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET
FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY
BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE
SERVICES, INC. OR THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION
5.02 OF THE AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR A PLAN SUBJECT TO
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE ASSETS
OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED
HEREIN. THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN
OTHER RESTRICTIONS AS SET FORTH HEREIN.
3
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1997-10
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class B1 Certificate
Principal Balance:
Class B1 $775,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.75% Balance of this Certificate:
$
Cut-off Date:
September 1, 1997
First Distribution Date: CUSIP: 36157NCL6
October 27, 1997
4
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by
this Certificate (obtained by dividing the initial Certificate
Principal Balance of this Certificate by the aggregate initial
Certificate Principal Balance of all Class B1 Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
conventional, fixed rate, one- to four-family mortgage loans (the
"Mortgage Loans"), sold and serviced by GE Capital Mortgage
Services, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Company"). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement dated
as of September 1, 1997 (the "Agreement") between the Company and
State Street Bank and Trust Company, as trustee (the "Trustee"),
a summary of certain of the pertinent provisions of which is set
forth herein below. To the extent not defined herein, the terms
used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement
the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in October 1997, to the Person in whose name this
Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), of an amount equal to the
product of the Percentage Interest evidenced by this Certificate
and the aggregate amount required to be distributed to Holders of
Certificates of the same Class as this Certificate pursuant to
the Agreement.
Distributions on this Certificate will be made by the
Trustee by check or money order mailed to the Person entitled
thereto at the address appearing in the Certificate Register or,
upon written request by the Certificateholder, by such other
means of payment as such Person and the Trustee shall agree.
Except as otherwise provided in the Agreement, the final
distribution on
5
<PAGE>
this Certificate will be made in the applicable manner described
above, after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this
Certificate at the office or agency maintained for that purpose
by the Trustee in New York, New York.
6
<PAGE>
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO
CERTAIN CLASSES OF THE CERTIFICATES AS SET FORTH HEREIN AND IN THE
AGREEMENT REFERRED TO HEREIN.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET
FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY
BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE
SERVICES, INC. OR THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION
5.02 OF THE AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR A PLAN SUBJECT TO
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE ASSETS
OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED
HEREIN. THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN
OTHER RESTRICTIONS AS SET FORTH HEREIN.
7
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1997-10
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class B2 Certificate
Principal Balance:
Class B2 $775,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.75% Balance of this Certificate:
$
Cut-off Date:
September 1, 1997
First Distribution Date: CUSIP: 36157NCM4
October 27, 1997
8
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by
this Certificate (obtained by dividing the initial Certificate
Principal Balance of this Certificate by the aggregate initial
Certificate Principal Balance of all Class B2 Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
conventional, fixed rate, one- to four-family mortgage loans (the
"Mortgage Loans"), sold and serviced by GE Capital Mortgage
Services, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Company"). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement dated
as of September 1, 1997 (the "Agreement") between the Company and
State Street Bank and Trust Company, as trustee (the "Trustee"),
a summary of certain of the pertinent provisions of which is set
forth herein below. To the extent not defined herein, the terms
used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement
the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in October 1997, to the Person in whose name this
Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), of an amount equal to the
product of the Percentage Interest evidenced by this Certificate
and the aggregate amount required to be distributed to Holders of
Certificates of the same Class as this Certificate pursuant to
the Agreement.
Distributions on this Certificate will be made by the
Trustee by check or money order mailed to the Person entitled
thereto at the address appearing in the Certificate Register or,
upon written request by the Certificateholder, by such other
means of payment as such Person and the Trustee shall agree.
Except as otherwise provided in the Agreement, the final
distribution on
9
<PAGE>
this Certificate will be made in the applicable manner described
above, after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this
Certificate at the office or agency maintained for that purpose
by the Trustee in New York, New York.
10
<PAGE>
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO
CERTAIN CLASSES OF THE CERTIFICATES AS SET FORTH HEREIN AND IN THE
AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES ("BLUE SKY
LAWS"), AND SUCH CERTIFICATE MAY NOT BE OFFERED, RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (B) PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE) OR (C) TO AN INSTITUTIONAL
ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, IN EACH CASE IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE BLUE SKY
LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF THE
EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THIS CERTIFICATE.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET
FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY
BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE
SERVICES, INC. OR THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION
5.02 OF THE AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED).
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR A PLAN SUBJECT TO
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE ASSETS
OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED
HEREIN.
11
<PAGE>
THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER
RESTRICTIONS AS SET FORTH HEREIN.
12
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1997-10
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class B3 Certificate
Principal Balance:
Class B3 $465,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.75% Balance of this Certificate:
$
Cut-off Date:
September 1, 1997
First Distribution Date: CUSIP: 36157NCG7
October 27, 1997
13
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by
this Certificate (obtained by dividing the initial Certificate
Principal Balance of this Certificate by the aggregate initial
Certificate Principal Balance of all Class B3 Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
conventional, fixed rate, one- to four-family mortgage loans (the
"Mortgage Loans"), sold and serviced by GE Capital Mortgage
Services, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Company"). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement dated
as of September 1, 1997 (the "Agreement") between the Company and
State Street Bank and Trust Company, as trustee (the "Trustee"),
a summary of certain of the pertinent provisions of which is set
forth herein below. To the extent not defined herein, the terms
used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement
the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in October 1997, to the Person in whose name this
Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), of an amount equal to the
product of the Percentage Interest evidenced by this Certificate
and the aggregate amount required to be distributed to Holders of
Certificates of the same Class as this Certificate pursuant to
the Agreement.
Distributions on this Certificate will be made by the
Trustee by check or money order mailed to the Person entitled
thereto at the address appearing in the Certificate Register or,
upon written request by the Certificateholder, by such other
means of payment as such Person and the Trustee shall agree.
Except as otherwise provided in the Agreement, the final
distribution on
14
<PAGE>
this Certificate will be made in the applicable manner described
above, after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this
Certificate at the office or agency maintained for that purpose
by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of
Certificates designated as REMIC Multi-Class Pass-Through
Certificates, Series 1997-10, issued in fifteen Classes (Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class R,
Class M, Class B1, Class B2, Class B3, Class B4, Class B5, Class
PO and Class S, herein called the "Certificates").
The Certificates are limited in right of payment to
certain payments on and collections in respect of the Mortgage
Loans, all as more specifically set forth in the Agreement. The
Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the
Certificate Account for payment hereunder and that the Trustee in
its individual capacity is not personally liable to the
Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain
exceptions therein provided, certain losses on the Mortgage Loans
resulting from defaults by Mortgagors will be borne by the
Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the
Holders of the other Classes of the Certificates.
This Certificate does not purport to summarize the
Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties
and immunities of the Trustee.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Certificateholders under the Agreement at any time by the Company
and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined
15
<PAGE>
in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
No transfer of any Class M, Class B1, Class B2, Class
B3, Class B4 or Class B5 Certificate which is in the form of a
Definitive Certificate shall be made to any Person unless the
Trustee has received (i) a certificate from such transferee to
the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or a plan subject to Section 4975 of
the Internal Revenue Code of 1986, as amended ("Section 4975") (a
"Plan") or a Person that is using the assets of a Plan to acquire
such Certificate or (y) is an insurance company investing assets
of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption
95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemption")
applies to such transferee's acquisition and holding of such
Certificate, or (ii) an opinion of counsel satisfactory to the
Trustee, which opinion shall not be an expense of the Trustee or
the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the
Trust Fund being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA or Section 4975 and
will not subject the Trustee or the Company to any obligation in
addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in
the event that, as a result of a change of law or otherwise,
counsel satisfactory to the Trustee has rendered an opinion to
the effect that the purchase and holding of a Class M, Class B1,
Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or
a Person that is purchasing or holding such Certificate with the
assets of a Plan will not constitute or result in a prohibited
transaction under ERISA or Section 4975.
No transfer of any Class R Certificate shall be made
to any Person unless the Trustee has received a certificate from
such transferee to the effect that, among other things, such
transferee
16
<PAGE>
(x) is not an employee benefit plan subject to ERISA or a Plan or
a Person that is using the assets of a Plan to acquire any such
Class R Certificate or (y) is an insurance company investing
assets of its general account and the Exemption applies to such
transferee's acquisition and holding of any such Class R
Certificate.
As provided in the Agreement, and subject to certain
limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register of the Trustee upon
surrender of this Certificate for registration of transfer at the
office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the
City of New York, accompanied by a written instrument of transfer
in form satisfactory to the Company, the Trustee, and the
Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized
denominations evidencing the same aggregate Percentage Interest
will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in denominations specified in the
Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for
new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by
the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Trustee may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any
agent of the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Trustee, the Certificate
Registrar nor any such agent shall be affected by any notice to
the contrary.
The obligations and responsibilities created by the
Agreement, and the Trust Fund created thereby shall terminate
upon
17
<PAGE>
payment to the Certificateholders, or provision therefor, in
accordance with the Agreement following the earlier of (a) the
repurchase by the Company of all Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid
principal balance of each Mortgage Loan (other than a Mortgage
Loan described in clause (y)) plus accrued and unpaid interest
thereon at the rate provided for in the Agreement (less any
amounts representing previously unreimbursed Monthly Advances)
and (y) the appraised value of any property acquired in respect
of a Mortgage Loan determined as provided in the Agreement, and
(b) the later of the final payment or other liquidation (or any
Monthly Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of
any Mortgage Loan. The right of the Company to repurchase all the
Mortgage Loans and property in respect of Mortgage Loans is
subject to the Pool Scheduled Principal Balance at the time of
repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise
of such right will result in early retirement of the
Certificates.
Unless this Certificate has been countersigned by the
Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any
purpose.
18
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed under its official seal.
STATE STREET BANK AND TRUST
COMPANY, not in its individual
capacity but solely as Trustee
(SEAL)
By:_____________________________
Name:
Title:
Countersigned:
By________________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee
Dated:_____________________
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s),
assign(s) and transfer(s) unto
Please insert social security
or other identifying number of assignee
_________________________________________________________________
_________________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
this Certificate evidencing a Percentage Interest in certain
distributions with respect to the Trust Fund and hereby
authorizes the transfer of registration of such interest to
assignee on the Certificate Register of said Trust Fund.
I (we) further direct the Certificate Registrar to
issue a new Certificate of like Class and Percentage Interest, to
the above named assignee and deliver such Certificate to the
following address:
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
Dated:___________________
_________________________________________
Signature by or on behalf of assignor
______________________________
*Signature Guaranteed*
*The signature hereon must be guaranteed by a bank, trust company
or broker of the signatory who is a member of a signature
guarantee medallion program.
2
<PAGE>
In connection with any transfer of this Certificate,
the undersigned registered holder hereof confirms that without
utilizing any general solicitation or general advertising:
(Check One) -
|_| (a) This Certificate is being transferred by the
undersigned to a person whom the undersigned
reasonably believes is a "qualified
institutional buyer" (as defined in Rule 144A
under the Securities Act of 1933, as amended)
pursuant to the exemption from registration
under the Securities Act of 1933, as amended,
provided by Rule 144A thereunder.
|_| (b) This Certificate is being transferred by the
undersigned to an institutional "accredited
investor" (as defined in Rule 501(a)(1), (2),
(3) or (7) of Regulation D under the
Securities Act of 1933, as amended) and that
the undersigned has been advised by the
prospective purchaser that it intends to hold
this Certificate for investment and not for
distribution or resale.
Dated___________________________ ________________________________
(Signature)
If none of the foregoing boxes is checked, the Trustee shall not
be obligated to register this Certificate in the name of any
person other than the registered holder thereof unless and until
the conditions to any such transfer of registration set forth
herein, and in the Pooling and Servicing Agreement have been
satisfied.
TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED:
The undersigned represents and warrants that (i) it is
a "qualified institutional buyer" (as defined in Rule 144A under
the
3
<PAGE>
Securities Act of 1933, as amended) and acknowledges that it has
received such information as the undersigned has requested
pursuant to Rule 144A or has determined not to request such
information and that it is aware that the registered holder is
relying upon the undersigned's foregoing representations in order
to claim the exemption from registration provided by Rule 144A,
and (ii) the undersigned (x) is not an employee benefit plan
subject to the Employee Retirement Income Security Act of 1974,
as amended, or a plan subject to Section 4975 of the Internal
Revenue Code of 1986, as amended, and is not using the assets of
any such employee benefit or other plan to acquire this
Certificate or (y) is an insurance company investing assets of
its general account and the exemptions provided by Section III(a)
of Department of Labor Prohibited Transaction Exemption 95-60, 60
Fed. Reg. 35925 (July 12, 1995), apply to the acquisition and
holding by the undersigned of this Certificate.
Dated________________________ ________________________________
(Signature)
TO BE COMPLETED BY PURCHASER IF (b) ABOVE IS CHECKED:
The undersigned represents and warrants that (i) it is
an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act of 1933, as amended), and (ii) the undersigned (x) is not an
employee benefit plan subject to the Employee Retirement Income
Security Act of 1974, as amended, or a plan subject to Section
4975 of the Internal Revenue Code of 1986, as amended, and is not
using the assets of any such employee benefit or other plan to
acquire this Certificate or (y) is an insurance company investing
assets of its general account and the exemptions provided by
Section III(a) of Department of Labor Prohibited Transaction
Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995), apply to the
acquisition and holding by the undersigned of this Certificate.
ated________________________ ________________________________
(Signature)
4
<PAGE>
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO
CERTAIN CLASSES OF THE CERTIFICATES AS SET FORTH HEREIN AND IN THE
AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES ("BLUE SKY
LAWS"), AND SUCH CERTIFICATE MAY NOT BE OFFERED, RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (B) PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE) OR (C) TO AN INSTITUTIONAL
ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, IN EACH CASE IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE BLUE SKY
LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF THE
EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THIS CERTIFICATE.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET
FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY
BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE
SERVICES, INC. OR THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION
5.02 OF THE AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED).
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR A PLAN SUBJECT TO
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE ASSETS
OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED
HEREIN.
5
<PAGE>
THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER
RESTRICTIONS AS SET FORTH HEREIN.
6
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1997-10
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class B4 Certificate
Principal Balance:
Class B4 $310,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.75% Balance of this Certificate:
$
Cut-off Date:
September 1, 1997
First Distribution Date: CUSIP: 36157NCH5
October 27, 1997
7
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by
this Certificate (obtained by dividing the initial Certificate
Principal Balance of this Certificate by the aggregate initial
Certificate Principal Balance of all Class B4 Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
conventional, fixed rate, one- to four-family mortgage loans (the
"Mortgage Loans"), sold and serviced by GE Capital Mortgage
Services, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Company"). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement dated
as of September 1, 1997 (the "Agreement") between the Company and
State Street Bank and Trust Company, as trustee (the "Trustee"),
a summary of certain of the pertinent provisions of which is set
forth herein below. To the extent not defined herein, the terms
used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement
the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in October 1997, to the Person in whose name this
Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), of an amount equal to the
product of the Percentage Interest evidenced by this Certificate
and the aggregate amount required to be distributed to Holders of
Certificates of the same Class as this Certificate pursuant to
the Agreement.
Distributions on this Certificate will be made by the
Trustee by check or money order mailed to the Person entitled
thereto at the address appearing in the Certificate Register or,
upon written request by the Certificateholder, by such other
means of payment as such Person and the Trustee shall agree.
Except as otherwise provided in the Agreement, the final
distribution on
8
<PAGE>
this Certificate will be made in the applicable manner described
above, after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this
Certificate at the office or agency maintained for that purpose
by the Trustee in New York, New York.
9
<PAGE>
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO
CERTAIN CLASSES OF THE CERTIFICATES AS SET FORTH HEREIN AND IN THE
AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES ("BLUE SKY
LAWS"), AND SUCH CERTIFICATE MAY NOT BE OFFERED, RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (B) PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE) OR (C) TO AN INSTITUTIONAL
ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, IN EACH CASE IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE BLUE SKY
LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF THE
EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THIS CERTIFICATE.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET
FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY
BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE
SERVICES, INC. OR THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION
5.02 OF THE AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED).
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR A PLAN SUBJECT TO
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE ASSETS
OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED
HEREIN.
10
<PAGE>
THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER
RESTRICTIONS AS SET FORTH HEREIN.
11
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1997-10
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class B5 Certificate
Principal Balance:
Class B5 $388,108.11
Certificate Interest Initial Certificate Principal
Rate per annum: 6.75% Balance of this Certificate:
$
Cut-off Date:
September 1, 1997
First Distribution Date: CUSIP: 36157NCJ1
October 27, 1997
12
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by
this Certificate (obtained by dividing the initial Certificate
Principal Balance of this Certificate by the aggregate initial
Certificate Principal Balance of all Class B5 Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
conventional, fixed rate, one- to four-family mortgage loans (the
"Mortgage Loans"), sold and serviced by GE Capital Mortgage
Services, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Company"). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement dated
as of September 1, 1997 (the "Agreement") between the Company and
State Street Bank and Trust Company, as trustee (the "Trustee"),
a summary of certain of the pertinent provisions of which is set
forth herein below. To the extent not defined herein, the terms
used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement
the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in October 1997, to the Person in whose name this
Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), of an amount equal to the
product of the Percentage Interest evidenced by this Certificate
and the aggregate amount required to be distributed to Holders of
Certificates of the same Class as this Certificate pursuant to
the Agreement.
Distributions on this Certificate will be made by the
Trustee by check or money order mailed to the Person entitled
thereto at the address appearing in the Certificate Register or,
upon written request by the Certificateholder, by such other
means of payment as such Person and the Trustee shall agree.
Except as otherwise provided in the Agreement, the final
distribution on
13
<PAGE>
this Certificate will be made in the applicable manner described
above, after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this
Certificate at the office or agency maintained for that purpose
by the Trustee in New York, New York.
14
<PAGE>
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET
FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY
BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE
SERVICES, INC. OR THE TRUSTEE (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS
CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY
BE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH SECTION 5.02 OF
THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED).
15
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1997-10
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class PO Certificate
Principal Balance:
Class PO $8554.70
Certificate Interest Initial Certificate Principal
Rate per annum: Balance of this Certificate:
non-interest bearing $
Cut-off Date:
September 1, 1997
First Distribution Date:
October 27, 1997
16
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by
this Certificate (obtained by dividing the initial Certificate
Principal Balance of this Certificate by the aggregate initial
Certificate Principal Balance of all Class PO Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
conventional, fixed rate, one- to four-family mortgage loans (the
"Mortgage Loans"), sold and serviced by GE Capital Mortgage
Services, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Company"). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement dated
as of September 1, 1997 (the "Agreement") between the Company and
State Street Bank and Trust Company, as trustee (the "Trustee"),
a summary of certain of the pertinent provisions of which is set
forth herein below. To the extent not defined herein, the terms
used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement
the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in October 1997, to the Person in whose name this
Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), of an amount equal to the
product of the Percentage Interest evidenced by this Certificate
and the aggregate amount required to be distributed to Holders of
Certificates of the same Class as this Certificate pursuant to
the Agreement.
Distributions on this Certificate will be made by the
Trustee by check or money order mailed to the Person entitled
thereto at the address appearing in the Certificate Register or,
upon written request by the Certificateholder, by such other
means of payment as such Person and the Trustee shall agree.
Except as otherwise provided in the Agreement, the final
distribution on
17
<PAGE>
this Certificate will be made in the applicable manner described
above, after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this
Certificate at the office or agency maintained for that purpose
by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of
Certificates designated as REMIC Multi-Class Pass-Through
Certificates, Series 1997-10, issued in fifteen Classes (Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class R,
Class M, Class B1, Class B2, Class B3, Class B4, Class B5, Class
PO and
Class S, herein called the "Certificates").
The Certificates are limited in right of payment to
certain payments on and collections in respect of the Mortgage
Loans, all as more specifically set forth in the Agreement. The
Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the
Certificate Account for payment hereunder and that the Trustee in
its individual capacity is not personally liable to the
Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain
exceptions therein provided, certain losses on the Mortgage Loans
resulting from defaults by Mortgagors will be borne by the
Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the
Holders of the other Classes of the Certificates.
This Certificate does not purport to summarize the
Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties
and immunities of the Trustee.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Certificateholders under the Agreement at any time by the Company
and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined
18
<PAGE>
in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
No transfer of any Class M, Class B1, Class B2, Class
B3, Class B4 or Class B5 Certificate which is in the form of a
Definitive Certificate shall be made to any Person unless the
Trustee has received (i) a certificate from such transferee to
the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or a plan subject to Section 4975 of
the Internal Revenue Code of 1986, as amended ("Section 4975") (a
"Plan") or a Person that is using the assets of a Plan to acquire
such Certificate or (y) is an insurance company investing assets
of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Class
Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the
"Exemption") applies to such transferee's acquisition and holding
of such Certificate, or (ii) an opinion of counsel satisfactory
to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and
holding of such Certificate will not constitute or result in the
assets of the Trust Fund being deemed to be "plan assets" and
subject to the prohibited transaction provisions of ERISA or
Section 4975 and will not subject the Trustee or the Company to
any obligation in addition to those undertaken in the Agreement;
provided, however, that the Trustee will not require such
certificate or opinion in the event that, as a result of a change
of law or otherwise, counsel satisfactory to the Trustee has
rendered an opinion to the effect that the purchase and holding
of a Class M, Class B1, Class B2, Class B3, Class B4 or Class B5
Certificate by a Plan or a Person that is purchasing or holding
such Certificate with the assets of a Plan will not constitute or
result in a prohibited transaction under ERISA or Section 4975.
No transfer of any Class R Certificate shall be made
to any Person unless the Trustee has received a certificate from
such transferee to the effect that, among other things, such
transferee
19
<PAGE>
(x) is not an employee benefit plan subject to ERISA or a Plan or
a Person that is using the assets of a Plan to acquire any such
Class R Certificate or (y) is an insurance company investing
assets of its general account and the Exemption applies to such
transferee's acquisition and holding of any such Class R
Certificate.
As provided in the Agreement, and subject to certain
limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register of the Trustee upon
surrender of this Certificate for registration of transfer at the
office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the
City of New York, accompanied by a written instrument of transfer
in form satisfactory to the Company, the Trustee, and the
Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized
denominations evidencing the same aggregate Percentage Interest
will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in denominations specified in the
Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for
new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by
the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Trustee may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any
agent of the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Trustee, the Certificate
Registrar nor any such agent shall be affected by any notice to
the contrary.
The obligations and responsibilities created by the
Agreement, and the Trust Fund created thereby shall terminate
upon
20
<PAGE>
payment to the Certificateholders, or provision therefor, in
accordance with the Agreement following the earlier of (a) the
repurchase by the Company of all Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid
principal balance of each Mortgage Loan (other than a Mortgage
Loan described in clause (y)) plus accrued and unpaid interest
thereon at the rate provided for in the Agreement (less any
amounts representing previously unreimbursed Monthly Advances)
and (y) the appraised value of any property acquired in respect
of a Mortgage Loan determined as provided in the Agreement, and
(b) the later of the final payment or other liquidation (or any
Monthly Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of
any Mortgage Loan. The right of the Company to repurchase all the
Mortgage Loans and property in respect of Mortgage Loans is
subject to the Pool Scheduled Principal Balance at the time of
repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise
of such right will result in early retirement of the
Certificates.
Unless this Certificate has been countersigned by the
Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any
purpose.
21
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed under its official seal.
STATE STREET BANK AND TRUST
COMPANY, not in its individual
capacity but solely as Trustee
(SEAL)
By:_____________________________
Name:
Title:
Countersigned:
By_______________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee
Dated:__________________
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s),
assign(s) and transfer(s) unto
Please insert social security
or other identifying number of assignee
__________________________________________________________________
__________________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
__________________________________________________________________
this Certificate evidencing a Percentage Interest in certain
distributions with respect to the Trust Fund and hereby
authorizes the transfer of registration of such interest to
assignee on the Certificate Register of said Trust Fund.
I (we) further direct the Certificate Registrar to
issue a new Certificate of like Class and Percentage Interest, to
the above named assignee and deliver such Certificate to the
following address:
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
Dated:_______________________
__________________________________________
Signature by or on behalf of assignor
_____________________________
*Signature Guaranteed*
*The signature hereon must be guaranteed by a bank, trust company
or broker of the signatory who is a member of a signature
guarantee medallion program.
2
<PAGE>
PRINCIPAL WILL NOT BE DISTRIBUTABLE IN RESPECT OF THIS
CERTIFICATE. INTEREST IS CALCULATED ON THIS CERTIFICATE BASED ON
THE CLASS S NOTIONAL PRINCIPAL BALANCE, WHICH, AS OF ANY
DISTRIBUTION DATE, IS EQUAL TO THE AGGREGATE SCHEDULED PRINCIPAL
BALANCE OF THE OUTSTANDING NON-DISCOUNT MORTGAGE LOANS AS SET
FORTH IN THE AGREEMENT (AS DEFINED HEREIN). CONSEQUENTLY, THE
NOTIONAL PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE
LESS THAN THE INITIAL NOTIONAL PRINCIPAL BALANCE OF THIS
CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE
SERVICES, INC. OR THE TRUSTEE (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS
CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY
BE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH SECTION 5.02 OF
THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED).
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
DISQUALIFIED ORGANIZATION, BOOK-ENTRY NOMINEE OR NON-PERMITTED
FOREIGN HOLDER, AS DEFINED IN THE AGREEMENT OR TO ANY EMPLOYEE
BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA") OR A PLAN SUBJECT TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ("SECTION
4975") (A "PLAN") OR A PERSON THAT IS USING THE ASSETS OF A PLAN
TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER
RESTRICTIONS AS SET FORTH HEREIN.
3
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1997-10
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class S Notional
Principal Balance:
Class S $151,341,560.15
Certificate Interest Initial Notional Principal
Rate per annum: variable Balance of this Certificate:
$
Cut-off Date:
September 1, 1997
First Distribution Date:
October 27, 1997
4
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by
this Certificate (obtained by dividing the initial Notional
Principal Balance of this Certificate by the aggregate initial
Notional Principal Balance of all Class S Certificates, both as
specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
conventional, fixed rate, one- to four-family mortgage loans (the
"Mortgage Loans"), sold and serviced by GE Capital Mortgage
Services, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Company"). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement dated
as of September 1, 1997 (the "Agreement") between the Company and
State Street Bank and Trust Company, as trustee (the "Trustee"),
a summary of certain of the pertinent provisions of which is set
forth herein below. To the extent not defined herein, the terms
used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement
the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in October 1997, to the Person in whose name this
Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), of an amount equal to the
product of the Percentage Interest evidenced by this Certificate
and the aggregate amount required to be distributed to Holders of
Certificates of the same Class as this Certificate pursuant to
the Agreement.
Distributions on this Certificate will be made by the
Trustee by check or money order mailed to the Person entitled
thereto at the address appearing in the Certificate Register or,
upon written request by the Certificateholder, by such other
means of payment as such Person and the Trustee shall agree.
Except as otherwise provided in the Agreement, the final
distribution on this Certificate will be made in the applicable
manner described above, after due notice by the Trustee of the
5
<PAGE>
pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency maintained
for that purpose by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of
Certificates designated as REMIC Multi-Class Pass-Through
Certificates, Series 1997-10, issued in fifteen Classes (Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class R,
Class M, Class B1, Class B2, Class B3, Class B4, Class B5, Class
PO and Class S, herein called the "Certificates").
The Certificates are limited in right of payment to
certain payments on and collections in respect of the Mortgage
Loans, all as more specifically set forth in the Agreement. The
Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the
Certificate Account for payment hereunder and that the Trustee in
its individual capacity is not personally liable to the
Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain
exceptions therein provided, certain losses on the Mortgage Loans
resulting from defaults by Mortgagors will be borne by the
Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the
Holders of the other Classes of the Certificates.
This Certificate does not purport to summarize the
Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties
and immunities of the Trustee.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Certificateholders under the Agreement at any time by the Company
and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined
in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
6
<PAGE>
herefor or in lieu hereof whether or not notation of such consent
is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
No transfer of any Class S Certificate which is in the
form of a Definitive Certificate shall be made to any Person
unless the Trustee has received (i) a certificate from such
transferee to the effect that such transferee (x) is not an
employee benefit plan subject to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") or a plan subject to
Section 4975 of the Internal Revenue Code of 1986, as amended
("Section 4975") (a "Plan") or a Person that is using the assets
of a Plan to acquire such Certificate or (y) is an insurance
company investing assets of its general account and the exemption
provided by Section III(a) of Department of Labor Prohibited
Transaction Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995)
(the "Exemption") applies to such transferee's acquisition and
holding of such Certificate, or (ii) an opinion of counsel
satisfactory to the Trustee, which opinion shall not be an
expense of the Trustee or the Company, to the effect that the
purchase and holding of such Certificate will not constitute or
result in the assets of the Trust Fund being deemed to be "plan
assets" and subject to the prohibited transaction provisions of
ERISA or Section 4975 and will not subject the Trustee or the
Company to any obligation in addition to those undertaken in the
Agreement; provided, however, that the Trustee will not require
such certificate or opinion in the event that, as a result of a
change of law or otherwise, counsel satisfactory to the Trustee
has rendered an opinion to the effect that the purchase and
holding of a Class S Certificate by a Plan or a Person that is
purchasing or holding such Certificate with the assets of a Plan
will not constitute or result in a prohibited transaction under
ERISA or Section 4975.
As provided in the Agreement, and subject to certain
limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register of the Trustee upon
surrender of this Certificate for registration of transfer at the
office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the
City of New York, accompanied by a written instrument of transfer
in form satisfactory to the Company, the Trustee, and the
Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one
7
<PAGE>
or more new Certificates of the same Class of authorized
denominations evidencing the same aggregate Percentage Interest
will be issued to the designated transferee or transferees. The
Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set
forth, Certificates are exchangeable for new Certificates of the
same Class of authorized denominations evidencing the same
aggregate Percentage Interest as requested by the Holder
surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Trustee may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any
agent of the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Trustee, the Certificate
Registrar nor any such agent shall be affected by any notice to
the contrary.
The obligations and responsibilities created by the
Agreement, and the Trust Fund created thereby shall terminate
upon payment to the Certificateholders, or provision therefor, in
accordance with the Agreement following the earlier of (a) the
repurchase by the Company of all Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid
principal balance of each Mortgage Loan (other than a Mortgage
Loan described in clause (y)) plus accrued and unpaid interest
thereon at the rate provided for in the Agreement (less any
amounts representing previously unreimbursed Monthly Advances)
and (y) the appraised value of any property acquired in respect
of a Mortgage Loan determined as provided in the Agreement, and
(b) the later of the final payment or other liquidation (or any
Monthly Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of
any Mortgage Loan. The right of the Company to repurchase all the
Mortgage Loans and property in respect of Mortgage Loans is
subject to the Pool Scheduled Principal Balance at the time of
repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise
8
<PAGE>
of such right will result in early retirement of the
Certificates.
Unless this Certificate has been countersigned by the
Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any
purpose.
9
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed under its official seal.
STATE STREET BANK AND TRUST
COMPANY, not in its individual
capacity but solely as Trustee
(SEAL) By:______________________________
Name:
Title:
Countersigned:
By_________________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee
Dated:_____________________
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s),
assign(s) and transfer(s) unto
Please insert social security or other identifying number of
assignee
__________________________________________________________________
__________________________________________________________________
(Please print or typewrite name and address including postal zip
code of assignee)
__________________________________________________________________
this Certificate evidencing a Percentage Interest in certain
distributions with respect to the Trust Fund and hereby
authorizes the transfer of registration of such interest to
assignee on the Certificate Register of said Trust Fund.
I (we) further direct the Certificate Registrar to
issue a new Certificate of like Class and Percentage Interest, to
the above named assignee and deliver such Certificate to the
following address:
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
Dated:____________________
________________________________________
Signature by or on behalf of assignor
_____________________________
*Signature Guaranteed*
*The signature hereon must be guaranteed by a bank, trust company
or broker of the signatory who is a member of a signature
guarantee medallion program.
<PAGE>
EXHIBIT B
PRINCIPAL BALANCE SCHEDULES
[Not Applicable]
<PAGE>
EXHIBIT C
MORTGAGE LOANS
[Each Mortgage Loan shall be identified by loan
number, address of the Mortgaged Property and name of the
Mortgagor. The following details shall be set forth as to each
Mortgage Loan: (i) the principal balance at the time of its
origination, (ii) the Scheduled Principal Balance as of the
Cut-off Date, (iii) the interest rate borne by the Mortgage Note,
(iv) the scheduled monthly level payment of principal and
interest, (v) the loan-to-value ratio, (vi) the maturity date of
the Mortgage Note and (vii) the Servicing Fee Rate for such
Mortgage Loan.]
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 1
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0004882239 MORTGAGORS: STENKO MICHAEL
STENKO CHRISTINE
REGION CODE ADDRESS : 1683 MAYACOO LAKESBOULEVARD
04 CITY : WEST PALM BEACH
STATE/ZIP : FL 33411
MORTGAGE AMOUNT : 410,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 97,463.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,189.04 OUTSIDE CONV DATE :
LIFETIME RATE : 9.12500 MATURITY DATE : 11/01/06
CURRENT INT RATE: 9.12500 PRODUCT CODE : 002
LTV : 60.29400
----------------------------------------------------------------
0 0007015753 MORTGAGORS: WIGGINS ELIZABETH
REGION CODE ADDRESS : 33 ESSEX STREET
01 CITY : ROCHESTER
STATE/ZIP : NY 14611
MORTGAGE AMOUNT : 34,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 30,580.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 337.91 OUTSIDE CONV DATE :
LIFETIME RATE : 8.55600 MATURITY DATE : 11/01/09
CURRENT INT RATE: 8.55600 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
0 0007521586 MORTGAGORS: ALBERT WARREN
ALBERT EVE
REGION CODE ADDRESS : 124 PERCHERON LANE
00 CITY : ROSLYN HEIGHTS
STATE/ZIP : NY 11577
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 345,732.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,244.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 05/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 68.62745
----------------------------------------------------------------
0 0007571318 MORTGAGORS: BLANDA BARBARA
DRAKE JEFFREY
REGION CODE ADDRESS : 85-24 RADNOR STREET
00 CITY : JAMAICA
STATE/ZIP : NY 11432
MORTGAGE AMOUNT : 214,601.00 OPTION TO CONVERT :
UNPAID BALANCE : 212,230.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,589.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 07/01/07
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 79.48100
----------------------------------------------------------------
0 0007598543 MORTGAGORS: NELKIN ISRAEL
NELKIN POLA
REGION CODE ADDRESS : 6508 DRESDEN COURT
00 CITY : ALPARETTA
STATE/ZIP : GA 30202
MORTGAGE AMOUNT : 204,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 203,370.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,862.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,212,801.00
P & I AMT: 12,223.30
UPB AMT: 889,376.48
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 2
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007600786 MORTGAGORS: MARCO MANOHAR
REGION CODE ADDRESS : 94-35 118TH STREET
00 CITY : RICHMOND HILL
STATE/ZIP : NY 11419
MORTGAGE AMOUNT : 100,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 100,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 948.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 41.66600
----------------------------------------------------------------
0 0007601370 MORTGAGORS: LEE JOHN
TOM JOCELYN
REGION CODE ADDRESS : 41 CRAGMONT AVE
00 CITY : SAN FRANCISCO
STATE/ZIP : CA 94118
MORTGAGE AMOUNT : 282,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 281,266.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,655.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 59.38947
----------------------------------------------------------------
0 0007604192 MORTGAGORS: BUCKLEY KEVIN
BUCKLEY LEANNE
REGION CODE ADDRESS : 433 HEATHERWOOD LANE
00 CITY : DEVON
STATE/ZIP : PA 19333
MORTGAGE AMOUNT : 216,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 215,347.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,002.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007604416 MORTGAGORS: BORSONI ANTHONY
BORSONI BERNADETTE
REGION CODE ADDRESS : 3353 WASHINGTON COURT
00 CITY : ALAMEDA
STATE/ZIP : CA 94501
MORTGAGE AMOUNT : 234,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 233,542.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,171.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 51.48351
----------------------------------------------------------------
0 0007605249 MORTGAGORS: OLLERTON RAND
OLLERTON LISA
REGION CODE ADDRESS : 241 SPRUCE STREET
00 CITY : HALF MOON BAY
STATE/ZIP : CA 94019
MORTGAGE AMOUNT : 286,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 285,195.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,672.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 72.41772
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,118,400.00
P & I AMT: 10,449.75
UPB AMT: 1,115,352.26
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 3
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007607260 MORTGAGORS: LODGE FREDERICK
LODGE CHRISTINE
REGION CODE ADDRESS : 1757 HAGGIN GROVE WAY
00 CITY : CARMICHAEL
STATE/ZIP : CA 95608
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,124.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,688.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 54.71698
----------------------------------------------------------------
0 0007608946 MORTGAGORS: BARRON RICHARD
BARRON DEIRDRA
REGION CODE ADDRESS : 93 PLEASANT LAKE ROAD WEST
00 CITY : NORTH OAKS
STATE/ZIP : MN 55127
MORTGAGE AMOUNT : 344,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 344,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,213.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007609050 MORTGAGORS: HART JAMES
REGION CODE ADDRESS : 6325 VANCE LN
00 CITY : KNOXVILLE
STATE/ZIP : TN 37921
MORTGAGE AMOUNT : 56,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 55,409.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 671.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/07
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 59.21052
----------------------------------------------------------------
0 0007611437 MORTGAGORS: BEAZER RICHARD
BEAZER GAIL
REGION CODE ADDRESS : 6220 MORNING PLACE
00 CITY : RANCHO CUCAMONGA
STATE/ZIP : CA 91737
MORTGAGE AMOUNT : 253,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,332.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007611866 MORTGAGORS: BETHENCOURT GUILLERMO
BETHENCOURT ROBERTA
REGION CODE ADDRESS : 4 GRAHAM PLACE
00 CITY : MILLSTONE
STATE/ZIP : NJ 07726
MORTGAGE AMOUNT : 317,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 317,050.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,916.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 74.60000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,260,900.00
P & I AMT: 11,822.68
UPB AMT: 1,259,183.62
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 4
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007612831 MORTGAGORS: ALLEN CHARLES
ALLEN CAROL
REGION CODE ADDRESS : 111 SOUTH WILTON ROAD
00 CITY : RICHMOND
STATE/ZIP : VA 23226
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 320,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,943.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 65.30600
----------------------------------------------------------------
0 0007613573 MORTGAGORS: GOLDFARB RICHARD
REGION CODE ADDRESS : 7100 BALBOA BOULEVARD #409
00 CITY : VAN NUYS
STATE/ZIP : CA 91406
MORTGAGE AMOUNT : 55,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 55,150.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 519.12 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 56.27500
----------------------------------------------------------------
0 0007614464 MORTGAGORS: THOMAS GREGORY
THOMAS MARY
REGION CODE ADDRESS : 32582 BALEARIC
00 CITY : DANA POINT
STATE/ZIP : CA 92629
MORTGAGE AMOUNT : 512,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 512,300.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,712.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 64.03700
----------------------------------------------------------------
0 0007614696 MORTGAGORS: GATHINGS W.
GATHINGS SANDRA
REGION CODE ADDRESS : 137 KINGS CREST LANE
00 CITY : PELHAM
STATE/ZIP : AL 35124
MORTGAGE AMOUNT : 237,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,180.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 49.37500
----------------------------------------------------------------
0 0007617194 MORTGAGORS: MC CORMICK BILLY
MC CORMICK PAULINE
REGION CODE ADDRESS : 160 PIEDRA LOOP
00 CITY : LOS ALAMOS
STATE/ZIP : NM 87544
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 240,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,207.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 72.72727
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,364,450.00
P & I AMT: 12,563.69
UPB AMT: 1,364,450.00
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 5
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007619729 MORTGAGORS: NAIFY JAMES
REGION CODE ADDRESS : 9 HINGHAM COVE
00 CITY : SAN RAFAEL
STATE/ZIP : CA 94901
MORTGAGE AMOUNT : 287,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,200.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,642.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007621493 MORTGAGORS: BAIN RONALD
BAIN CONSTANCE
REGION CODE ADDRESS : 9406 FENCHURCH DRIVE
01 CITY : SPRING
STATE/ZIP : TX 77379
MORTGAGE AMOUNT : 299,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,685.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,756.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007621501 MORTGAGORS: LEVY BARRY
LEVY
REGION CODE ADDRESS : 701 NORTH DOHENY DRIVE
01 CITY : BEVERLY HILLS
STATE/ZIP : CA 90210
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,562.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,317.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 29.41100
----------------------------------------------------------------
0 0007621519 MORTGAGORS: KANG SEONG
KANG JOO
REGION CODE ADDRESS : 120 OVERLOOK LANE
01 CITY : HAWLEY
STATE/ZIP : PA 18428
MORTGAGE AMOUNT : 80,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 79,768.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 764.53 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 64.00000
----------------------------------------------------------------
0 0007621527 MORTGAGORS: ROBERTS HUGH
ROBERTS SARAH
REGION CODE ADDRESS : 410 MOYLAN AVENUE
01 CITY : MOYLAN
STATE/ZIP : PA 19063
MORTGAGE AMOUNT : 292,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 291,606.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,690.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,209,300.00
P & I AMT: 11,170.95
UPB AMT: 1,203,823.38
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 6
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007621535 MORTGAGORS: REKOW SHEILA
REGION CODE ADDRESS : 6115 GEORGETOWN ROAD
01 CITY : BROAD RUN
STATE/ZIP : VA 20137
MORTGAGE AMOUNT : 249,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,351.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,387.22 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 73.47058
----------------------------------------------------------------
0 0007621543 MORTGAGORS: STIVERS ROBERT
STIVERS MARY JEANE
REGION CODE ADDRESS : 504 PONCE DE LEON MANOR
01 CITY : ATLANTA
STATE/ZIP : GA 30307
MORTGAGE AMOUNT : 260,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,219.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,359.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 05/01/12
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 69.55900
----------------------------------------------------------------
0 0007621550 MORTGAGORS: LARSEN STEPHEN
REGION CODE ADDRESS : 379 BRYN DU DRIVE
01 CITY : GRANVILLE
STATE/ZIP : OH 43023
MORTGAGE AMOUNT : 592,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 588,987.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,577.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0007621568 MORTGAGORS: KNOLL STEVEN
KNOLL SALLY
REGION CODE ADDRESS : 4124 SW EAGLE POINT ROAD
01 CITY : TOPEKA
STATE/ZIP : KS 66610
MORTGAGE AMOUNT : 298,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,233.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,805.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 70.78300
----------------------------------------------------------------
0 0007621576 MORTGAGORS: CHASE JONATHAN
CHASE ELIZABETH
REGION CODE ADDRESS : 3903 DOVER ROAD
01 CITY : RICHMOND
STATE/ZIP : VA 23221
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 308,162.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,917.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 65.26300
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,710,800.00
P & I AMT: 16,046.93
UPB AMT: 1,698,953.94
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 7
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007621584 MORTGAGORS: CHO WON
CHO EN
REGION CODE ADDRESS : 10356 CRUZENSHIRE COVE
01 CITY : COLLIERVILLE
STATE/ZIP : TN 38017
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,518.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,353.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 66.31200
----------------------------------------------------------------
0 0007621592 MORTGAGORS: STERN STEVEN
OSSWALD INGRID
REGION CODE ADDRESS : 5050 SPRINGFARM RD
01 CITY : PROSPECT
STATE/ZIP : KY 40059
MORTGAGE AMOUNT : 440,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 437,391.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,141.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 79.56600
----------------------------------------------------------------
0 0007621600 MORTGAGORS: WALTERS ROBERT
WALTERS CAROLYN
REGION CODE ADDRESS : 4352 EDMONDSON AVENUE
01 CITY : HIGHLAND PARK
STATE/ZIP : TX 75205
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 498,489.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,635.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 60.89300
----------------------------------------------------------------
0 0007621618 MORTGAGORS: FULLEN VICKY
REGION CODE ADDRESS : 262 ARAPAHOE EAST
01 CITY : LAKE QUIVIRA
STATE/ZIP : KS 66106
MORTGAGE AMOUNT : 223,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 222,274.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,104.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007621626 MORTGAGORS: GRIZZLE JESSY
MC CAULEY LAURIE
REGION CODE ADDRESS : 2424 LONDONDERRY RD
01 CITY : ANN ARBOR
STATE/ZIP : MI 48104
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 293,983.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,828.73 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,709,600.00
P & I AMT: 16,063.30
UPB AMT: 1,700,657.65
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 8
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007621634 MORTGAGORS: TRIMMER DAVID
TRIMMER JACQUELINE
REGION CODE ADDRESS : 250 RHODODENDRON LANE
01 CITY : BRINNON
STATE/ZIP : WA 98320
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,063.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,873.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 68.88800
----------------------------------------------------------------
0 0007621642 MORTGAGORS: LA BARRE RONALD
LA BARRE MAURA
REGION CODE ADDRESS : 118 PARK LAUREATE DRIVE
01 CITY : HOUSTON
STATE/ZIP : TX 77024
MORTGAGE AMOUNT : 336,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 333,964.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,114.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007621659 MORTGAGORS: PRIBYL STEVEN
PRIBYL SHARON
REGION CODE ADDRESS : 40565 PRAIRIE AVENUE
01 CITY : ANTIOCH
STATE/ZIP : IL 60002
MORTGAGE AMOUNT : 297,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,239.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,795.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0007621667 MORTGAGORS: TURK GEORGE
TURK HELEN
REGION CODE ADDRESS : 12 BLUE HERON DRIVE WEST
01 CITY : GREENWOOD VILLAGE
STATE/ZIP : CO 80121
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 347,902.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,269.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 66.66600
----------------------------------------------------------------
0 0007621675 MORTGAGORS: DAVIS CHARLES
DAVIS JOSETTE
REGION CODE ADDRESS : 2828 VIA SEGOVIA
01 CITY : PALOS VERDES ESTATES
STATE/ZIP : CA 90274
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,162.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,759.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 30.92700
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,593,000.00
P & I AMT: 14,813.31
UPB AMT: 1,584,332.02
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 9
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007621691 MORTGAGORS: WINE DUNCAN
WINE LAURA
REGION CODE ADDRESS : 3110 IVY FALLS DRIVE
01 CITY : HOUSTON
STATE/ZIP : TX 77068
MORTGAGE AMOUNT : 233,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 232,687.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,147.10 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------
0 0007621709 MORTGAGORS: OBERMILLER TIMOTHY
OBERMILLER MARY
REGION CODE ADDRESS : 282 ARBOUR DR WEST
01 CITY : KALISPELL
STATE/ZIP : MT 59901
MORTGAGE AMOUNT : 294,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,218.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,725.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.45900
----------------------------------------------------------------
0 0007621717 MORTGAGORS: VON DRESSLER WOLFGANG
VON DRESSLER EDDA
REGION CODE ADDRESS : 13 CLONMEL CLOSE
01 CITY : ST CHARLES
STATE/ZIP : MO 63304
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,492.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,484.70 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 69.98600
----------------------------------------------------------------
0 0007621725 MORTGAGORS: DELL PAUL
DELARIOS CARYN
REGION CODE ADDRESS : 6585 SOUTH ANNE MARIE DRIVE
01 CITY : SALT LAKE CITY
STATE/ZIP : UT 84121
MORTGAGE AMOUNT : 336,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 333,035.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,186.79 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 06/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007621733 MORTGAGORS: DAUGHERTY RITA
DAUGHERTY DENNIS
REGION CODE ADDRESS : 19011 TOWERING OAKS TRAIL
01 CITY : CREDIT RIVER TWP,
STATE/ZIP : MN 55372
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 448,625.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,139.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 70.31200
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,573,400.00
P & I AMT: 14,683.67
UPB AMT: 1,565,059.41
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 10
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007621741 MORTGAGORS: BECKER DAVID
BECKER VALERIE
REGION CODE ADDRESS : 866 FAIR WAY
01 CITY : LIBERTYVILLE
STATE/ZIP : IL 60048
MORTGAGE AMOUNT : 235,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 233,606.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,212.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 74.60300
----------------------------------------------------------------
0 0007621758 MORTGAGORS: TJEN HIAN-THAI
CHANG SERENA
REGION CODE ADDRESS : 138 COUNTRY LANE
01 CITY : WESTWOOD
STATE/ZIP : MA 02090
MORTGAGE AMOUNT : 244,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,294.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,331.79 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007621766 MORTGAGORS: CRAIG DANIEL
CRAIG SHAWN
REGION CODE ADDRESS : 1011 HUNTERS POINT LANE SW
01 CITY : ROCHESTER
STATE/ZIP : MN 55902
MORTGAGE AMOUNT : 342,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,972.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,219.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007621774 MORTGAGORS: BAUMGARTNER GUNTHER
BAUMGARTNER MARY
REGION CODE ADDRESS : 8315 HUNTERS CREEK ROAD
01 CITY : HOUSTON
STATE/ZIP : TX 77024
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,083.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,759.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007621782 MORTGAGORS: O'DONNELL WILLIAM
O'DONNELL VIRGINIA
REGION CODE ADDRESS : 5640 NORTH KENNETH AVENUE
01 CITY : CHICAGO
STATE/ZIP : IL 60646
MORTGAGE AMOUNT : 218,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 216,735.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,083.32 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,339,000.00
P & I AMT: 12,606.06
UPB AMT: 1,332,694.21
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 11
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007621790 MORTGAGORS: CHEN YUNG
JEN WEI
REGION CODE ADDRESS : 19028 BRAMHALL LANE
01 CITY : ROWLAND HEIGHTS
STATE/ZIP : CA 91748
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,093.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,781.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 69.50000
----------------------------------------------------------------
0 0007621808 MORTGAGORS: CHANG WILLIAM
CHANG MAY
REGION CODE ADDRESS : 23600 FALCONS VIEW DRIVE
01 CITY : DIAMOND BAR
STATE/ZIP : CA 91765
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 418,717.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,863.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 33.87000
----------------------------------------------------------------
0 0007621816 MORTGAGORS: NGUYEN THAI
NGUYEN THALIA
REGION CODE ADDRESS : 9262 ROYAL PALM BLVD
01 CITY : GARDEN GROVE
STATE/ZIP : CA 92841
MORTGAGE AMOUNT : 484,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 482,601.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,625.36 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007621824 MORTGAGORS: SWEET M
SWEET IDA
REGION CODE ADDRESS : 30633 SUNDERLAND
01 CITY : FARMINGTON
STATE/ZIP : MI 48331
MORTGAGE AMOUNT : 243,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,336.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,329.41 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0007621832 MORTGAGORS: PEACHER ARTIE
PEACHER CONNIE
REGION CODE ADDRESS : 118 SCENIC SHORE DR
01 CITY : DOVER
STATE/ZIP : TN 37058
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,172.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,635.57 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 69.66900
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,727,750.00
P & I AMT: 16,235.06
UPB AMT: 1,721,922.08
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 12
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007621840 MORTGAGORS: LEVIN SCOTT
MANCINI MARISA
REGION CODE ADDRESS : 393 ARLINGTON AVENUE
01 CITY : ELMHURST
STATE/ZIP : IL 60126
MORTGAGE AMOUNT : 271,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,007.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,575.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 79.99000
----------------------------------------------------------------
0 0007621857 MORTGAGORS: RUSSELL P
RUSSELL GABRIELLE
REGION CODE ADDRESS : 165 GREENCREST DRIVE
01 CITY : PONTE VEDRA BEACH
STATE/ZIP : FL 32082
MORTGAGE AMOUNT : 290,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,640.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,692.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007621865 MORTGAGORS: GOBBLE JEFFREY
GOBBLE ELIZABETH
REGION CODE ADDRESS : 780 ZAMIA AVENUE
01 CITY : BOULDER
STATE/ZIP : CO 80304
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,952.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,410.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 71.62500
----------------------------------------------------------------
0 0007621873 MORTGAGORS: CORNU MICHEL
CORNU ANNE-LISE
REGION CODE ADDRESS : 2937 PINE STREET
01 CITY : NAPA
STATE/ZIP : CA 94558
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 313,153.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,987.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 41.83200
----------------------------------------------------------------
0 0007621881 MORTGAGORS: MICHIE ROBERT
SUTTON JACKELENE
REGION CODE ADDRESS : 5478 GOLDENROD DRIVE
01 CITY : LIVERMORE
STATE/ZIP : CA 94550
MORTGAGE AMOUNT : 266,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,586.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,450.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,403,400.00
P & I AMT: 13,116.58
UPB AMT: 1,396,340.18
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 13
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007621899 MORTGAGORS: FENSTERMAKER WILLIAM
FENSTERMAKER PATRICIA
REGION CODE ADDRESS : 6819 WAITE HILL ROAD
01 CITY : WAITE HILL
STATE/ZIP : OH 44094
MORTGAGE AMOUNT : 455,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 453,794.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,155.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007621907 MORTGAGORS: HURWITZ JEFFREY
HURWITZ TERRY
REGION CODE ADDRESS : 4 DEVON LANE
01 CITY : WARREN
STATE/ZIP : NJ 07059
MORTGAGE AMOUNT : 287,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 286,170.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,742.72 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0007621915 MORTGAGORS: MALATINO THOMAS
MALATINO JANA
REGION CODE ADDRESS : 7647 SILVER WELLS ROAD
01 CITY : LAS VEGAS
STATE/ZIP : NV 89129
MORTGAGE AMOUNT : 220,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 219,350.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,070.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 78.57100
----------------------------------------------------------------
0 0007621923 MORTGAGORS: YOHO ROBERT
YOHO JUDITH
REGION CODE ADDRESS : 819 INVERNESS DRIVE
01 CITY : LA CANADA-FLINTRIDGE
STATE/ZIP : CA 91011
MORTGAGE AMOUNT : 488,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 486,542.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,558.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007621956 MORTGAGORS: DE SILVA SUNIL
DE SILVA CHANDRA
REGION CODE ADDRESS : 1464 ROSEHILL CREST
01 CITY : REDLANDS
STATE/ZIP : CA 92373
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,157.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,682.64 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 55.33900
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,735,200.00
P & I AMT: 16,210.07
UPB AMT: 1,730,015.71
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 14
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007621964 MORTGAGORS: PARKS WILLIAM
PARKS DEBORAH
REGION CODE ADDRESS : 320 BOLLINGER ESTATES COURT
01 CITY : SAN RAMON
STATE/ZIP : CA 94583
MORTGAGE AMOUNT : 481,875.00 OPTION TO CONVERT :
UNPAID BALANCE : 480,435.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,501.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 68.83900
----------------------------------------------------------------
0 0007621972 MORTGAGORS: RUSSO PAUL
GORANITES TASIA
REGION CODE ADDRESS : 15 CARDIFF COURT
01 CITY : SOUTH HUNTINGTON
STATE/ZIP : NY 11746
MORTGAGE AMOUNT : 168,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 168,251.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,588.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0007621980 MORTGAGORS: YOO JOON
YOO CHOON
REGION CODE ADDRESS : 208 AVONDALE COURT
01 CITY : VESTAL
STATE/ZIP : NY 13850
MORTGAGE AMOUNT : 107,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 106,700.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,045.85 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 74.82500
----------------------------------------------------------------
0 0007621998 MORTGAGORS: JUBELA ERNEST
JUBELA ETHEL
REGION CODE ADDRESS : 3577 VIA LOMA VISTA
01 CITY : ESCONDIDO
STATE/ZIP : CA 92029
MORTGAGE AMOUNT : 327,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 326,543.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,106.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 43.66600
----------------------------------------------------------------
0 0007622004 MORTGAGORS: KUSKIE MICHAEL
KUSKIE BEVERLY
REGION CODE ADDRESS : 1550 BIG VALLEY
01 CITY : COLORADO SPRINGS
STATE/ZIP : CO 80919
MORTGAGE AMOUNT : 251,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,006.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,369.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,336,875.00
P & I AMT: 12,611.43
UPB AMT: 1,332,937.20
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 15
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007622012 MORTGAGORS: MATHERNE LEN
REGION CODE ADDRESS : 2016 FRANCIS AVENUE
01 CITY : MERAUX
STATE/ZIP : LA 70075
MORTGAGE AMOUNT : 51,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 51,648.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 491.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 56.45700
----------------------------------------------------------------
0 0007622038 MORTGAGORS: PAUL JAMES
PAUL RONNIE
REGION CODE ADDRESS : 7026 VALLEY GREENS CIRCLE # 21
01 CITY : CARMEL
STATE/ZIP : CA 93923
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,599.38 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 09/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007622046 MORTGAGORS: GREENE RANDY
GREENE LU
REGION CODE ADDRESS : 2230 HIGH POINT CIRCLE
01 CITY : CARROLLTON
STATE/ZIP : TX 75007
MORTGAGE AMOUNT : 273,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,309.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,492.12 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 76.90100
----------------------------------------------------------------
0 0007622053 MORTGAGORS: CARROLL RUSSELL
CARROLL NANCY
REGION CODE ADDRESS : 4212 BRYN MAWR DRIVE
01 CITY : UNIVERSITY PARK
STATE/ZIP : TX 75225
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,253.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,335.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 62.50000
----------------------------------------------------------------
0 0007622061 MORTGAGORS: SCHOLTEN RICHARD
SCHOLTEN PAMELA
REGION CODE ADDRESS : 3940 EAST OAKHURST AVENUE
01 CITY : ORANGE
STATE/ZIP : CA 92867
MORTGAGE AMOUNT : 424,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 422,719.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,930.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,270,800.00
P & I AMT: 11,848.65
UPB AMT: 1,266,930.75
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 16
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007622079 MORTGAGORS: RAY BURDICK
RAY LORI
REGION CODE ADDRESS : 18 CHAPARRAL COURT
01 CITY : LAS FLORES
STATE/ZIP : CA 92688
MORTGAGE AMOUNT : 310,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,313.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,876.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.99300
----------------------------------------------------------------
0 0007622087 MORTGAGORS: ANGLISS FREDERICK
ANGLISS PAMELA
REGION CODE ADDRESS : 18 HAZEL AVENUE
01 CITY : SAN ANSELMO
STATE/ZIP : CA 94960
MORTGAGE AMOUNT : 224,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 223,338.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,108.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 64.00000
----------------------------------------------------------------
0 0007622095 MORTGAGORS: LEMLEY JOHN
LEMLEY KANUNGNIJ
REGION CODE ADDRESS : 7020 SOUTH MONICA COVE
01 CITY : SALT LAKE CITY
STATE/ZIP : UT 84121
MORTGAGE AMOUNT : 412,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 409,557.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,878.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 65.92000
----------------------------------------------------------------
0 0007622103 MORTGAGORS: ALICEA NANCY
REGION CODE ADDRESS : 9655 CHELMSFORD
01 CITY : SAN ANTONIO
STATE/ZIP : TX 78239
MORTGAGE AMOUNT : 40,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 39,884.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 382.26 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 48.19200
----------------------------------------------------------------
0 0007622111 MORTGAGORS: MARTIN RICHARD
REGION CODE ADDRESS : 6892 CHILLINGSWORTH CIRCLE
01 CITY : CANTON
STATE/ZIP : OH 44718
MORTGAGE AMOUNT : 381,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 378,815.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,614.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 70.69500
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,367,300.00
P & I AMT: 12,858.91
UPB AMT: 1,360,909.13
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 17
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007622129 MORTGAGORS: ROBINSON LAWRENCE
WANG LEILEI
REGION CODE ADDRESS : 14817 SOUTHEAST 50TH STREET
01 CITY : BELLEVUE
STATE/ZIP : WA 98006
MORTGAGE AMOUNT : 277,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,060.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,576.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 74.10600
----------------------------------------------------------------
0 0007622137 MORTGAGORS: WADE ROBERT
REGION CODE ADDRESS : 7401 TUDOR ROAD
01 CITY : COLORADO SPRINGS
STATE/ZIP : CO 80919
MORTGAGE AMOUNT : 83,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 82,754.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 781.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 44.86400
----------------------------------------------------------------
0 0007622152 MORTGAGORS: GIRALDO MACARIO
GIRALDO MABELLE
REGION CODE ADDRESS : 6826 GEORGETOWN PIKE
01 CITY : MCLEAN
STATE/ZIP : VA 22101
MORTGAGE AMOUNT : 605,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 603,212.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,694.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 74.69100
----------------------------------------------------------------
0 0007622186 MORTGAGORS: TSENG CHING
TSENG CHING
REGION CODE ADDRESS : 6940 DARTMOOR WAY
01 CITY : SAN JOSE
STATE/ZIP : CA 95129
MORTGAGE AMOUNT : 225,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 224,356.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,166.49 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 55.55555
----------------------------------------------------------------
0 0007622194 MORTGAGORS: DASHE MURRAY
DASHE ROBIN
REGION CODE ADDRESS : 1945 SMOKEY RIDGE AVENUE
01 CITY : THOUSAND OAKS
STATE/ZIP : CA 91362
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 348,965.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,294.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 47.29700
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,540,900.00
P & I AMT: 14,513.11
UPB AMT: 1,536,350.96
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 18
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007622210 MORTGAGORS: MCDOWELL VIRGINIA
CRAMER WILLIAM
REGION CODE ADDRESS : 101 SHADY VALLEY
01 CITY : ST LOUIS
STATE/ZIP : MO 63017
MORTGAGE AMOUNT : 228,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 228,043.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,088.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0007622228 MORTGAGORS: MCGOWAN WILLIAM
MCGOWAN LOUISE
REGION CODE ADDRESS : 8324 QUEEN ELIZABETH BLVD
01 CITY : ANNANDALE
STATE/ZIP : VA 22003
MORTGAGE AMOUNT : 252,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,745.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,358.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 74.26470
----------------------------------------------------------------
0 0007622236 MORTGAGORS: VEDDA JOSEPH
VEDDA CINDY
REGION CODE ADDRESS : 2901 ALBERT DRIVE
01 CITY : MCHENRY
STATE/ZIP : IL 60050
MORTGAGE AMOUNT : 237,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 236,774.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,184.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 58.49700
----------------------------------------------------------------
0 0007622244 MORTGAGORS: FREEMAN JAMES
FREEMAN KAREN
REGION CODE ADDRESS : 5597 TROWBRIDGE DRIVE
01 CITY : DUNWOODY
STATE/ZIP : GA 30338
MORTGAGE AMOUNT : 315,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 314,667.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,970.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007622269 MORTGAGORS: COWAN SCOTT
COWAN CHARLENE
REGION CODE ADDRESS : 18873 SAN ANTONIO STREET
01 CITY : FOUNTAIN VA
STATE/ZIP : CA 92708
MORTGAGE AMOUNT : 228,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 227,326.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,146.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,262,350.00
P & I AMT: 11,748.45
UPB AMT: 1,258,558.39
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 19
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007622277 MORTGAGORS: SCHWINN DOUGLAS
SCHWINN JEAN
REGION CODE ADDRESS : 2222 HARCOURT DRIVE
01 CITY : CLEVELAND HEIGHTS
STATE/ZIP : OH 44106
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,172.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,635.57 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007622285 MORTGAGORS: MASSEY RAWLINSON
MASSEY WENDY
REGION CODE ADDRESS : 10 NORTHAMPTON PLACE
01 CITY : (COTO DE CAZA AREA)
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 268,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,906.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,529.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 79.97000
----------------------------------------------------------------
0 0007622293 MORTGAGORS: MARTIN HOWARD
MARTIN LYNNE
REGION CODE ADDRESS : 10 SOUTH BRIAR HOLLOW LANE
01 CITY : HOUSTON
STATE/ZIP : TX 77019
MORTGAGE AMOUNT : 306,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 305,335.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,860.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0007622301 MORTGAGORS: MCDANIEL DARRIS
MCDANIEL SHIRLEY
REGION CODE ADDRESS : 1946 WINDWARD POINT
01 CITY : DISCOVERY BAY
STATE/ZIP : CA 94514
MORTGAGE AMOUNT : 273,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,950.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,596.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0007622319 MORTGAGORS: KUMAR HALKUR
REGION CODE ADDRESS : 5036 WESLEY DRIVE
01 CITY : TAMPA
STATE/ZIP : FL 33647
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,225.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,513.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 74.64700
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,393,700.00
P & I AMT: 13,135.33
UPB AMT: 1,389,589.85
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 20
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007622327 MORTGAGORS: ERVIN DWIGHT
ERWIN WENDI
REGION CODE ADDRESS : 735 18TH AVENUE N.E.
01 CITY : ST. PETERSBURG
STATE/ZIP : FL 33704
MORTGAGE AMOUNT : 224,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 223,352.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,140.66 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0007622335 MORTGAGORS: HUBLEY BRANDON
PEPAS MARYELLEN
REGION CODE ADDRESS : 56 NORTH ELK RUN
01 CITY : DURANGO
STATE/ZIP : CO 81301
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,208.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,475.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 89.83000
----------------------------------------------------------------
0 0007622343 MORTGAGORS: SAENZ CHARLES
SAENZ TERESA
REGION CODE ADDRESS : 322 E COLUMBIA
01 CITY : TELLURIDE
STATE/ZIP : CO 81435
MORTGAGE AMOUNT : 412,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 410,755.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,819.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007622350 MORTGAGORS: COX GREGORY
COX DIANNE
REGION CODE ADDRESS : 7719 GRANDVIEW LAKE DRIVE
01 CITY : ASHLAND
STATE/ZIP : KY 41102
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 418,745.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,923.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007622368 MORTGAGORS: SHETH ASHOK
SHETH SANGITA
REGION CODE ADDRESS : 10 STORY COURT
01 CITY : FREEHOLD
STATE/ZIP : NJ 07728
MORTGAGE AMOUNT : 207,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 206,395.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,963.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 64.68700
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,528,000.00
P & I AMT: 14,322.05
UPB AMT: 1,523,457.32
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 21
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007622376 MORTGAGORS: HOFFMAN SUSAN
REGION CODE ADDRESS : 3645 MILITARY AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90034
MORTGAGE AMOUNT : 292,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 291,457.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,689.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 73.08700
----------------------------------------------------------------
0 0007622384 MORTGAGORS: HARIRI MOUSTAFA
HARIRI LINA
REGION CODE ADDRESS : 2580 DAVENPORT CIRCLE
01 CITY : KISSIMMEE
STATE/ZIP : FL 34746
MORTGAGE AMOUNT : 67,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 67,001.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 632.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 54.19354
----------------------------------------------------------------
0 0007622392 MORTGAGORS: KAU WOLFGANG
KAU NICOLE
REGION CODE ADDRESS : 2808 WOODSTOCK ROAD
01 CITY : LOS ANGELES
STATE/ZIP : CA 90046
MORTGAGE AMOUNT : 283,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,163.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,663.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 48.79300
----------------------------------------------------------------
0 0007622400 MORTGAGORS: RUSSELL GREG
REGION CODE ADDRESS : 7833 TORREYSON DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90046
MORTGAGE AMOUNT : 501,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 499,486.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,644.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 66.80000
----------------------------------------------------------------
0 0007622418 MORTGAGORS: PRESTWICH THOMAS
REGION CODE ADDRESS : NO. 12 OF 2919 PACIFIC AVENUE
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94115
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,084.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,917.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 72.09300
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,453,550.00
P & I AMT: 13,548.04
UPB AMT: 1,449,193.73
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 22
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007622426 MORTGAGORS: MANUEL ERNEST
MANUEL CAROL
REGION CODE ADDRESS : 6350 N. PLACITA DERRUMBADERA
01 CITY : TUCSON
STATE/ZIP : AZ 85750
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 358,924.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,362.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 68.57100
----------------------------------------------------------------
0 0007622434 MORTGAGORS: ATIEH HOSSAM
REGION CODE ADDRESS : 97 PRINCETON ROAD
01 CITY : OLD BRIDGE
STATE/ZIP : NJ 08857
MORTGAGE AMOUNT : 98,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 98,208.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 927.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 73.78200
----------------------------------------------------------------
0 0007622442 MORTGAGORS: WILLIAMS DENNIS
WILLIAMS VIRGINIA
REGION CODE ADDRESS : 2268 MIDLOTHIAN DRIVE
01 CITY : ALTADENA
STATE/ZIP : CA 91001
MORTGAGE AMOUNT : 547,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 545,347.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,070.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 73.12800
----------------------------------------------------------------
0 0007622459 MORTGAGORS: MAXWELL DANNY
MAXWELL DRU
REGION CODE ADDRESS : 2409 WALSH DRIVE
01 CITY : ROUND ROCK
STATE/ZIP : TX 78681
MORTGAGE AMOUNT : 252,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,488.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,338.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 74.85100
----------------------------------------------------------------
0 0007622467 MORTGAGORS: HAU THINH
HAU ANNE
REGION CODE ADDRESS : 1621 RAQUEL COURT
01 CITY : SAN JOSE
STATE/ZIP : CA 95128
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,104.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,345.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,512,750.00
P & I AMT: 14,044.98
UPB AMT: 1,508,073.88
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 23
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007622483 MORTGAGORS: THOMPSON KENNETH
THOMPSON HELEN
REGION CODE ADDRESS : 831 HOLLYWOOD BLVD.
01 CITY : CROWNSVILLE
STATE/ZIP : MD 21032
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 329,025.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,106.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 39.75900
----------------------------------------------------------------
0 0030526834 MORTGAGORS: RICH DAVID
RICH MELISSA
REGION CODE ADDRESS : 15600 SW 16TH COURT
01 CITY : PEMBROKE PINES
STATE/ZIP : FL 33027
MORTGAGE AMOUNT : 237,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 225,712.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,235.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 05/01/11
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
0 0030591523 MORTGAGORS: ROBINSON JOHN
REGION CODE ADDRESS : 507 A STREET
01 CITY : ENCINITAS
STATE/ZIP : CA 92024
MORTGAGE AMOUNT : 607,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 581,827.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,805.59 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 07/01/11
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0030755029 MORTGAGORS: SCHMITT JOHN
REGION CODE ADDRESS : 5054 ODINS WAY
01 CITY : MARIETTA
STATE/ZIP : GA 30068
MORTGAGE AMOUNT : 257,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,109.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,406.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 02/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030770929 MORTGAGORS: ANNEN THOMAS
REGION CODE ADDRESS : 704 NE LAKE POINT DRIVE
01 CITY : LEE'S SUMMIT
STATE/ZIP : MO 65064
MORTGAGE AMOUNT : 394,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 390,621.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,738.79 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 06/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,826,800.00
P & I AMT: 17,292.45
UPB AMT: 1,779,297.02
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 24
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030774384 MORTGAGORS: KELLY TIMOTHY
KELLY MARTHA
REGION CODE ADDRESS : 98 MEADOWLARK LANE
01 CITY : BRIDGE HAMPTON
STATE/ZIP : NY 11932
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,401.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,845.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 05/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 52.63100
----------------------------------------------------------------
0 0030779789 MORTGAGORS: DEPP DAVID
DEPP KAREN
REGION CODE ADDRESS : 6735 PIKES LANE
01 CITY : BATON ROUGE
STATE/ZIP : LA 70808
MORTGAGE AMOUNT : 254,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,157.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,372.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 04/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 47.29981
----------------------------------------------------------------
0 0030811244 MORTGAGORS: KINGSBURY JUDY
REGION CODE ADDRESS : 1048 EAST CEDAR RIDGE ROAD
01 CITY : SANDY
STATE/ZIP : UT 84094
MORTGAGE AMOUNT : 108,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 105,988.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,001.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030818322 MORTGAGORS: MCQUILLAN DENNIS
MCQUILLAN CHARMAINE
REGION CODE ADDRESS : 1505 POWNAL DRIVE
01 CITY : YARDLEY
STATE/ZIP : PA 19067
MORTGAGE AMOUNT : 239,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,200.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,217.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.11400
----------------------------------------------------------------
0 0030822670 MORTGAGORS: BONNER BRIGID
MCCARTHY TIMOTHY
REGION CODE ADDRESS : 25 WILLOW WOODS DRIVE
01 CITY : TONKA BAY
STATE/ZIP : MN 55331
MORTGAGE AMOUNT : 562,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 559,102.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,334.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,463,600.00
P & I AMT: 13,770.71
UPB AMT: 1,450,850.05
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 25
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030823199 MORTGAGORS: SOMMO WILLIAM
SOMMO DAWN
REGION CODE ADDRESS : 21 MEGANS WAY
01 CITY : WADING RIVER
STATE/ZIP : NY 11792
MORTGAGE AMOUNT : 279,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,276.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,674.88 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 79.98500
----------------------------------------------------------------
0 0030828420 MORTGAGORS: JACKSON JOHN
JACKSON DONNA
REGION CODE ADDRESS : 31282 PASEO MONTEVIDEO
01 CITY : SAN JUAN CAPISTRANO
STATE/ZIP : CA 92675
MORTGAGE AMOUNT : 332,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 332,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,081.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.99300
----------------------------------------------------------------
0 0030832760 MORTGAGORS: LYNCH JAMES
LYNCH CATHERINE
REGION CODE ADDRESS : 2 CLINTON COURT
01 CITY : BARNEGAT
STATE/ZIP : NJ 08005
MORTGAGE AMOUNT : 90,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 89,288.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 873.13 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0030833263 MORTGAGORS: EDWARDS RICHARD
EDWARDS MARGARET
REGION CODE ADDRESS : 5 W 20TH STREET
01 CITY : BARNEGAT
STATE/ZIP : NJ 08006
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,261.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,353.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 69.93000
----------------------------------------------------------------
0 0030835326 MORTGAGORS: HAJIAN DAVID
GREENWALD MARY
REGION CODE ADDRESS : 17 GRAY STREET
01 CITY : ARLINGTON
STATE/ZIP : MA 02174
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,501.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,335.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 76.92300
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,202,300.00
P & I AMT: 11,317.92
UPB AMT: 1,197,728.04
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 26
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030835839 MORTGAGORS: ROSS GREGORY
ROSS GRACE
REGION CODE ADDRESS : 318 LAUREL CREEK BLVD
01 CITY : MOORESTOWN
STATE/ZIP : NJ 08057
MORTGAGE AMOUNT : 373,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 371,480.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,624.45 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 79.92500
----------------------------------------------------------------
0 0030839427 MORTGAGORS: FLACH THOMAS
FLACH BARBARA
REGION CODE ADDRESS : 4631 CENTRAL
01 CITY : WESTERN SPRINGS
STATE/ZIP : IL 60558
MORTGAGE AMOUNT : 352,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 348,961.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,389.35 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 06/01/12
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030844120 MORTGAGORS: WALSH EDWARD
WALSH KAY
REGION CODE ADDRESS : 3 SNOWHILL LANE
01 CITY : MEDFIELD
STATE/ZIP : MA 02052
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 397,441.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,567.42 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 70.17500
----------------------------------------------------------------
0 0030846232 MORTGAGORS: SEABRING THOMAS
VAUGHN STEPHEN
REGION CODE ADDRESS : 3 WEST WOODS ROAD
01 CITY : KENT
STATE/ZIP : CT 06757
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 447,332.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,235.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 72.00000
----------------------------------------------------------------
0 0030849418 MORTGAGORS: LEE JONG-IL
LEE SUZANNE
REGION CODE ADDRESS : 1236 MUIRFIELD DRIVE
01 CITY : SCHERERVILLE
STATE/ZIP : IN 46375
MORTGAGE AMOUNT : 460,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 458,640.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,329.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,035,600.00
P & I AMT: 19,146.84
UPB AMT: 2,023,856.86
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 27
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030852362 MORTGAGORS: TEICH MALVIN
REGION CODE ADDRESS : 70 MONTGOMERY STREET
01 CITY : BOSTON
STATE/ZIP : MA 02116
MORTGAGE AMOUNT : 400,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 397,730.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,823.09 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 57.15000
----------------------------------------------------------------
0 0030856215 MORTGAGORS: JALAL SOHAIL
JALAL YASMEEN
REGION CODE ADDRESS : 3703 ALCORN BEND DRIVE
01 CITY : SUGAR LAND
STATE/ZIP : TX 77479
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 291,076.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,866.96 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 05/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 73.17000
----------------------------------------------------------------
0 0030857031 MORTGAGORS: STOCKMAN A
REGION CODE ADDRESS : LOGAN LANE
01 CITY : CASHIERS
STATE/ZIP : NC 23717
MORTGAGE AMOUNT : 248,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,577.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,387.95 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030860183 MORTGAGORS: ACREE PAGE
REGION CODE ADDRESS : 18 STONES THROW
01 CITY : BATON ROUGE
STATE/ZIP : LA 70809
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 337,984.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,200.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 58.82300
----------------------------------------------------------------
0 0030861322 MORTGAGORS: ARONSHTEIN DIMITRY
ARONSHTEIN OLGA
REGION CODE ADDRESS : 3389 POPLAR STREET
01 CITY : OCEANSIDE
STATE/ZIP : NY 11572
MORTGAGE AMOUNT : 300,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,402.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,805.20 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,588,350.00
P & I AMT: 15,083.54
UPB AMT: 1,572,771.64
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 28
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030861587 MORTGAGORS: ELIA EUGENE
ELIA CAROL
REGION CODE ADDRESS : 16 CANTER DRIVE
01 CITY : NEWTOWN SQUARE
STATE/ZIP : PA 19073
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 397,522.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,651.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 76.92307
----------------------------------------------------------------
0 0030861702 MORTGAGORS: MILLER MICHAEL
MILLER NANCY
REGION CODE ADDRESS : 109 OVERLOOK LANE
01 CITY : ST DAVIDS
STATE/ZIP : PA 19087
MORTGAGE AMOUNT : 875,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 869,869.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 8,298.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 015
LTV : 66.79400
----------------------------------------------------------------
0 0030862213 MORTGAGORS: SASSE SCOTT
KRAMER FRANCOISE
REGION CODE ADDRESS : 2726 LAKEWOOD AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90039
MORTGAGE AMOUNT : 362,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 359,400.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,439.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 06/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 73.25200
----------------------------------------------------------------
0 0030863013 MORTGAGORS: NEZHADIAN FARIBORZ
NEZHADIAN SHEIVA
REGION CODE ADDRESS : 1624 CAMINITO ASTERISSO
01 CITY : LA JOLLA
STATE/ZIP : CA 92037
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,106.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,639.89 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030865182 MORTGAGORS: LUDWIN FREDRIC
LUDWIN ANNETTE
REGION CODE ADDRESS : 4 PIRATES WAY
01 CITY : MANTEO
STATE/ZIP : NC 27954
MORTGAGE AMOUNT : 351,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,813.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,312.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 78.02600
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,285,500.00
P & I AMT: 21,341.71
UPB AMT: 2,270,713.67
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 29
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030865398 MORTGAGORS: ANDERSON CHRISTOPHER
ANDERSON ADRIENNE
REGION CODE ADDRESS : 308 DURIE AVENUE
01 CITY : CLOSTER
STATE/ZIP : NJ 07624
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 397,680.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,822.61 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 72.72700
----------------------------------------------------------------
0 0030865471 MORTGAGORS: LESTER CHARLES
LESTER PATRICIA
REGION CODE ADDRESS : 198 COUNTRY CLUB DRIVE #20
01 CITY : INCLINE VILLAGE
STATE/ZIP : NV 89450
MORTGAGE AMOUNT : 368,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 365,912.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,570.12 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030867659 MORTGAGORS: OTWELL ROY
REGION CODE ADDRESS : 2520 PEACH TREE ROAD UNIT 303
01 CITY : ATLANTA
STATE/ZIP : GA 30305
MORTGAGE AMOUNT : 70,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 69,534.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 691.29 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 06/01/12
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030868830 MORTGAGORS: ANGELO JOHN
ANGELO ANDREA
REGION CODE ADDRESS : 418 MORNING CLOUD
01 CITY : AUSTIN
STATE/ZIP : TX 78734
MORTGAGE AMOUNT : 336,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 334,974.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,090.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030870679 MORTGAGORS: GEIGER JAMES
GEIGER CHARLOTTE
REGION CODE ADDRESS : 126 DEER CREEK CROSSING
01 CITY : KENNETT SQUARE
STATE/ZIP : PA 19348
MORTGAGE AMOUNT : 283,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 281,782.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,628.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,457,700.00
P & I AMT: 13,803.06
UPB AMT: 1,449,883.67
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 30
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030870794 MORTGAGORS: MAGID LARRY
MAGID BARBARA
REGION CODE ADDRESS : 612-614 ADDISON STREET
01 CITY : PHILADELPHIA
STATE/ZIP : PA 19147
MORTGAGE AMOUNT : 414,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 412,749.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,837.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 47.31400
----------------------------------------------------------------
0 0030872543 MORTGAGORS: LEDDICK JOHN
LEDDICK A.
REGION CODE ADDRESS : 552 TRIPLE TREE ROAD
01 CITY : BOZEMAN
STATE/ZIP : MT 59715
MORTGAGE AMOUNT : 345,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 342,977.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,272.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 74.19300
----------------------------------------------------------------
0 0030873921 MORTGAGORS: DE HEGEDUS COLOMAN
DE HEGEDUS SUSANA
REGION CODE ADDRESS : 2811 BENT CYPRESS ROAD
01 CITY : WELLINGTON
STATE/ZIP : FL 33414
MORTGAGE AMOUNT : 300,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,163.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,824.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 65.22800
----------------------------------------------------------------
0 0030874630 MORTGAGORS: VELSER PAUL
VELSER JUDY
REGION CODE ADDRESS : 7611 S. 31ST STREET
01 CITY : FRANKLIN
STATE/ZIP : WI 53132
MORTGAGE AMOUNT : 243,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,045.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,329.41 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0030874697 MORTGAGORS: KLEIN ROBERT
KLEIN JEAN
REGION CODE ADDRESS : 1225 EAST WARNER RD.
01 CITY : TEMPE
STATE/ZIP : AZ 85284
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 323,051.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,035.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 52.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,627,800.00
P & I AMT: 15,299.62
UPB AMT: 1,620,987.71
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 31
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030874812 MORTGAGORS: RUBINO JOHN
RUBINO JEANETTE
REGION CODE ADDRESS : 806 COUNTRY CLUB PARKWAY
01 CITY : CASTLE ROCK
STATE/ZIP : CO 80104
MORTGAGE AMOUNT : 349,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 346,885.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,235.28 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 63.57000
----------------------------------------------------------------
0 0030874887 MORTGAGORS: DE PAOLA PAUL
DE PAOLA ELLEN
REGION CODE ADDRESS : 319 WINIFRED DRIVE
01 CITY : TOTOWA
STATE/ZIP : NJ 07512
MORTGAGE AMOUNT : 229,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 228,352.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,221.62 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 89.80300
----------------------------------------------------------------
0 0030879183 MORTGAGORS: JACKSON DOUGLAS
JACKSON BETH
REGION CODE ADDRESS : 6224 HILLSBORO ROAD
01 CITY : NASHVILLE
STATE/ZIP : TN 37215
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 357,912.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,440.35 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030879845 MORTGAGORS: HEATH PAUL
HEATH BARBARA
REGION CODE ADDRESS : 14311 QUITO ROAD
01 CITY : SARATOGA
STATE/ZIP : CA 95070
MORTGAGE AMOUNT : 850,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 845,124.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 8,184.50 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 8.12500 PRODUCT CODE : 015
LTV : 43.58900
----------------------------------------------------------------
0 0030880009 MORTGAGORS: BARTON HOWARD
BARTON ELIZBETH
REGION CODE ADDRESS : 8213 MARSH POINTE DRIVE
01 CITY : MONTGOMERY
STATE/ZIP : AL 36117
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 398,831.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,793.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,188,000.00
P & I AMT: 20,875.55
UPB AMT: 2,177,106.65
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 32
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030881221 MORTGAGORS: ROSENTHAL JOSEPH
ROSENTHAL JUDY
REGION CODE ADDRESS : 67 RADNOR PLACE
01 CITY : GREAT NECK
STATE/ZIP : NY 11023
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,053.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,335.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 64.93500
----------------------------------------------------------------
0 0030881544 MORTGAGORS: SATTERFIELD BRIAN
SATTERFIELD RUSH
REGION CODE ADDRESS : 409 CHINQUAPIN ORCHARD
01 CITY : YORKTOWN
STATE/ZIP : VA 23693
MORTGAGE AMOUNT : 273,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,241.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,453.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.93600
----------------------------------------------------------------
0 0030881577 MORTGAGORS: SEN'GERNI PAULETTE
REGION CODE ADDRESS : 8624 MAGNOLIA DR
01 CITY : BOULDER
STATE/ZIP : CO 80302
MORTGAGE AMOUNT : 287,360.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,360.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,725.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 77.66486
----------------------------------------------------------------
0 0030881775 MORTGAGORS: OMAR ISSAM
REGION CODE ADDRESS : 5157 # A RENAISSANCE AVENUE
01 CITY : SAN DIEGO
STATE/ZIP : CA 92122
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,369.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,540.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030882450 MORTGAGORS: SACKS BURTON
SACKS CAROL
REGION CODE ADDRESS : 5757 GREEN MEADOW DRIVE
01 CITY : AGOURA HILLS
STATE/ZIP : CA 91301
MORTGAGE AMOUNT : 300,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,231.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,781.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 66.67777
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,382,410.00
P & I AMT: 12,836.92
UPB AMT: 1,376,256.54
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 33
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030883086 MORTGAGORS: TYNDALL KENNETH
REGION CODE ADDRESS : 6636 SOLITARY AVE
01 CITY : LAS VEGAS
STATE/ZIP : NV 89110
MORTGAGE AMOUNT : 289,550.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,852.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,746.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 94.98768
----------------------------------------------------------------
0 0030884589 MORTGAGORS: SHANK CLIFFORD
SHANK VICKI
REGION CODE ADDRESS : 4801 EAST 28TH AVENUE
01 CITY : HUTCHINSON
STATE/ZIP : KS 67502
MORTGAGE AMOUNT : 246,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,939.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,319.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030884597 MORTGAGORS: MOUNT DAVID
MOUNT MARGARET
REGION CODE ADDRESS : 6241 E YUCCA STREET
01 CITY : SCOTTSDALE`
STATE/ZIP : AZ 85254
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,280.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,729.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 38.15700
----------------------------------------------------------------
0 0030884803 MORTGAGORS: ILSTRUP SARAH
STRAIT KEVIN
REGION CODE ADDRESS : 2815 WEST DAYBREAKER DRIVE
01 CITY : PARK CITY
STATE/ZIP : UT 84098
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,350.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,389.14 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 52.19200
----------------------------------------------------------------
0 0030885263 MORTGAGORS: STALEY CURT
STALEY ANDREA
REGION CODE ADDRESS : 31 TIMBER KNOLL DRIVE
01 CITY : WASHINGTON CROSSING
STATE/ZIP : PA 18977
MORTGAGE AMOUNT : 465,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 463,564.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,244.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,540,950.00
P & I AMT: 14,429.20
UPB AMT: 1,532,987.36
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 34
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030886626 MORTGAGORS: HU THOMAS
HU JENNY
REGION CODE ADDRESS : 9 LEDGEWOOD DRIVE
01 CITY : LAS FLORES AREA
STATE/ZIP : CA 92688
MORTGAGE AMOUNT : 269,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 268,686.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,498.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.99406
----------------------------------------------------------------
0 0030887095 MORTGAGORS: MBA EMMAUNUEL
MBA NWADIOGO
REGION CODE ADDRESS : 5640 WEST 62ND STREET
01 CITY : LOS ANGELES
STATE/ZIP : CA 90056
MORTGAGE AMOUNT : 222,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 221,728.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,061.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 46.33300
----------------------------------------------------------------
0 0030887657 MORTGAGORS: MILLER STEVE
MILLER KAREN
REGION CODE ADDRESS : 4450 EAST PERRY PARKWAY
01 CITY : GREENWOOD VILLAGE
STATE/ZIP : CO 80121
MORTGAGE AMOUNT : 480,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 477,059.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,415.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 49.74093
----------------------------------------------------------------
0 0030887665 MORTGAGORS: SHAKOORI ALI
SHAKOORI FERIAL
REGION CODE ADDRESS : 332 POMPANO CIRCLE
01 CITY : FOSTER CITY
STATE/ZIP : CA 94404
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,566.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,407.21 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 56.81800
----------------------------------------------------------------
0 0030887954 MORTGAGORS: KUN SAUL
KUN NEILA
REGION CODE ADDRESS : 4339 WHITEHORSE ROAD
01 CITY : MALVERN
STATE/ZIP : PA 19355
MORTGAGE AMOUNT : 415,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 412,502.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,936.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 74.10700
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,636,900.00
P & I AMT: 15,318.89
UPB AMT: 1,628,542.72
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 35
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030888788 MORTGAGORS: O'BRIEN ROBERT
O'BRIEN CHRISTINE
REGION CODE ADDRESS : 7059 TORREY STREET
01 CITY : ARVADA
STATE/ZIP : CO 80007
MORTGAGE AMOUNT : 305,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 303,589.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,874.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 82.54000
----------------------------------------------------------------
0 0030888812 MORTGAGORS: ALLEN KENNETH
ALLEN KAREN
REGION CODE ADDRESS : 234 PARKLANE DRIVE
01 CITY : OLMOS PARK
STATE/ZIP : TX 78212
MORTGAGE AMOUNT : 408,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 405,418.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,667.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030888887 MORTGAGORS: DILLAN J.A.
REGION CODE ADDRESS : 12401 CENTRAL VALLEY ROAD NW
01 CITY : POULSBO
STATE/ZIP : WA 98370
MORTGAGE AMOUNT : 258,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,026.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,417.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 78.42400
----------------------------------------------------------------
0 0030889281 MORTGAGORS: LANJEWAR DANIEL
LANJEWAR MARIA
REGION CODE ADDRESS : 13 BRUCE LANE
01 CITY : MOUNT PLEASANT
STATE/ZIP : NY 10595
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,153.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,335.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 71.42800
----------------------------------------------------------------
0 0030889505 MORTGAGORS: ESTEBAN JOSE
HAWKINS MARY
REGION CODE ADDRESS : 4871 LA CANADA BOULEVARD
01 CITY : LA CANADA FLINTRIDGE
STATE/ZIP : CA 91011
MORTGAGE AMOUNT : 549,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 548,052.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,018.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,771,950.00
P & I AMT: 16,313.19
UPB AMT: 1,764,240.75
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 36
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030891048 MORTGAGORS: KUZAN JOHN
KUZAN HELEN
REGION CODE ADDRESS : 77 EAST 22ND STREET
01 CITY : AVALON BOROUGH
STATE/ZIP : NJ 08202
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 358,876.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,260.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 66.05504
----------------------------------------------------------------
0 0030891147 MORTGAGORS: HICKEY WILLLIAM
REGION CODE ADDRESS : 26 RECORD RIDGE LANE
01 CITY : LYME
STATE/ZIP : NH 03768
MORTGAGE AMOUNT : 445,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 442,084.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,062.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 68.46100
----------------------------------------------------------------
0 0030891899 MORTGAGORS: BRADY STEVEN
BRADY PENNY
REGION CODE ADDRESS : 12999 BRIDGEVIEW COURT
01 CITY : MCCORDSVILLE
STATE/ZIP : IN 46055
MORTGAGE AMOUNT : 293,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 291,996.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,806.76 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 78.73900
----------------------------------------------------------------
0 0030893036 MORTGAGORS: RUCCI COREY
RUCCI TAMMY
REGION CODE ADDRESS : 58 BRIDGETON COURT
01 CITY : SUGARLAND
STATE/ZIP : TX 77479
MORTGAGE AMOUNT : 223,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 222,346.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,012.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.98500
----------------------------------------------------------------
0 0030893820 MORTGAGORS: MACQUEEN JULIAN
MACQUEEN KIM
REGION CODE ADDRESS : 22 HIGHPOINT DR
01 CITY : GULF BREEZE
STATE/ZIP : FL 32561
MORTGAGE AMOUNT : 455,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 452,212.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,185.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 75.58100
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,777,650.00
P & I AMT: 16,328.58
UPB AMT: 1,767,516.86
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 37
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030893911 MORTGAGORS: PETRUCELLI SALVATORE
REGION CODE ADDRESS : 23 OAK TAVERN CIRCLE
01 CITY : BRANCHBURG
STATE/ZIP : NJ 08876
MORTGAGE AMOUNT : 245,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,276.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.89500
----------------------------------------------------------------
0 0030894638 MORTGAGORS: KONING MICHAEL
KONING SUSAN
REGION CODE ADDRESS : 2915 W. LEOTA
01 CITY : NORTH PLATTE
STATE/ZIP : NE 69101
MORTGAGE AMOUNT : 224,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 223,345.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,124.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030895163 MORTGAGORS: WILLIAMSON ROBERT
WILLIAMSON MARY
REGION CODE ADDRESS : 2005 ROSE POINT LANE
01 CITY : KIRKLAND
STATE/ZIP : WA 98033
MORTGAGE AMOUNT : 505,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 503,524.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,789.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 69.03600
----------------------------------------------------------------
0 0030895379 MORTGAGORS: QUIST DAVID
REGION CODE ADDRESS : 942 EVERGREEN COURT
01 CITY : IOWA CITY
STATE/ZIP : IA 52245
MORTGAGE AMOUNT : 264,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,952.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,466.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.24400
----------------------------------------------------------------
0 0030895387 MORTGAGORS: BROOKS PHILIP
BROOKS DIANE
REGION CODE ADDRESS : 4831 MORELLE RD NE
01 CITY : CEDAR RAPIDS
STATE/ZIP : IA 52402
MORTGAGE AMOUNT : 248,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,251.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,299.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 73.48100
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,486,600.00
P & I AMT: 13,956.06
UPB AMT: 1,471,673.36
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 38
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030895916 MORTGAGORS: OTSUBO LAWRENCE
OTSUBO HAYAKO
REGION CODE ADDRESS : 1420 SEA RIDGE DRIVE
01 CITY : NEWPORT BEACH
STATE/ZIP : CA 92660
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 302,034.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,940.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 65.26300
----------------------------------------------------------------
0 0030897169 MORTGAGORS: ANGLIN RICHARD
ANGLIN ANN
REGION CODE ADDRESS : 414 NORTH LAKE SHORE DRIVE
01 CITY : FONTANA
STATE/ZIP : WI 53125
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,181.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,655.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030897599 MORTGAGORS: DILWORTH RICHARD
DILWORTH WINIFRED
REGION CODE ADDRESS : 8600 SOUTH OCEAN DRIVE #304
01 CITY : JENSEN BEACH
STATE/ZIP : FL 34957
MORTGAGE AMOUNT : 232,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 231,329.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,217.11 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030898159 MORTGAGORS: RICHARDSON LEWIS
RICHARDSON KATHARINE
REGION CODE ADDRESS : 404 BOWEN WAY
01 CITY : W CHESTER
STATE/ZIP : PA 19380
MORTGAGE AMOUNT : 245,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,434.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,221.10 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 74.98400
----------------------------------------------------------------
0 0030898233 MORTGAGORS: RISER MARK
RISER RHONDA
REGION CODE ADDRESS : 125 SPRING HILL DRIVE
01 CITY : BOERNE
STATE/ZIP : TX 78006
MORTGAGE AMOUNT : 203,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 201,822.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,939.98 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,270,200.00
P & I AMT: 11,974.04
UPB AMT: 1,258,803.35
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 39
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030900104 MORTGAGORS: GERRITS MIRIAM
REGION CODE ADDRESS : 1950 DUBAY DRIVE
01 CITY : MASINEE
STATE/ZIP : WI 54455
MORTGAGE AMOUNT : 223,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 222,540.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,100.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 79.71400
----------------------------------------------------------------
0 0030901193 MORTGAGORS: KAZAN YANAL
KAZAN REGINE
REGION CODE ADDRESS : 15 FORGE ROAD
01 CITY : KINNELON
STATE/ZIP : NJ 07405
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 345,542.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,344.79 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 74.78600
----------------------------------------------------------------
0 0030901250 MORTGAGORS: FERRIGAN PAUL
FERRIGAN LYNDA
REGION CODE ADDRESS : 6439 SETON HOUSE LANE
01 CITY : CHARLOTTE
STATE/ZIP : NC 28277
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 392,570.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,736.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 72.99200
----------------------------------------------------------------
0 0030902456 MORTGAGORS: ROBBINS KENNETH
ROOT-ROBBINS LOUISE
REGION CODE ADDRESS : 2113 ADAMS STREET
01 CITY : MADISON
STATE/ZIP : WI 53711
MORTGAGE AMOUNT : 334,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 334,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,147.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030902555 MORTGAGORS: PEARSON GEORGE
PEARSON SMRUTI
REGION CODE ADDRESS : 8320 LAURALWOOD LANE
01 CITY : COLORADO SPRINGS
STATE/ZIP : CO 80919
MORTGAGE AMOUNT : 285,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,906.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,688.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,593,200.00
P & I AMT: 15,018.16
UPB AMT: 1,578,961.07
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 40
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030903991 MORTGAGORS: BAKER KENNETH
BAKER GINA
REGION CODE ADDRESS : 3265 CRYSTAL PALM COURT
01 CITY : LAS VEGAS
STATE/ZIP : NV 89177
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,221.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,823.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030904866 MORTGAGORS: MOORE STEVEN
MOORE JACQUELYN
REGION CODE ADDRESS : 6503 LIBERTY RIDGE DRIVE
01 CITY : HAMILTON
STATE/ZIP : OH 45011
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 418,745.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,923.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030905921 MORTGAGORS: PUGH MARK
PUGH KATHY
REGION CODE ADDRESS : 1103 E PHIPPS COURT
01 CITY : HIGHLANDS RANCH
STATE/ZIP : CO 80126
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,121.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,717.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 68.96500
----------------------------------------------------------------
0 0030905962 MORTGAGORS: COPELAND WILLIAM
COPELAND LOTTE
REGION CODE ADDRESS : 2033 EAST LEE STREET
01 CITY : TUSCON
STATE/ZIP : AZ 85719
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,471.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,382.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0030906408 MORTGAGORS: STEINMANN WILLIAM,
STEINMANN PATRICIA
REGION CODE ADDRESS : 6372 LA POSTA DRIVE
01 CITY : EL PASO
STATE/ZIP : TX 79912
MORTGAGE AMOUNT : 241,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 240,429.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,252.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 79.90000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,516,150.00
P & I AMT: 14,099.37
UPB AMT: 1,508,990.32
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 41
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030906424 MORTGAGORS: LETO WILLIAM
REGION CODE ADDRESS : 10305 EAST SHAGRI LA ROAD
01 CITY : SCOTTSDALE
STATE/ZIP : AZ 85260
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,501.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,335.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 36.76470
----------------------------------------------------------------
0 0030907141 MORTGAGORS: EISENBERG ROBERT
EISENBERG ELAINE
REGION CODE ADDRESS : 1313 CLINTON ROAD
01 CITY : HUGHSON
STATE/ZIP : CA 95326
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 397,628.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,765.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030908255 MORTGAGORS: MORARSKI EDWARD
MARTENS CHRISTINA
REGION CODE ADDRESS : 141 ERICA WAY
01 CITY : MENLO PARK
STATE/ZIP : CA 94028
MORTGAGE AMOUNT : 410,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 408,801.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,888.64 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 56.16400
----------------------------------------------------------------
0 0030909733 MORTGAGORS: FROST ROBERT
FROST CYNTHIA
REGION CODE ADDRESS : 102 HUNTERS CREEK DRIVE
01 CITY : LONGVIEW
STATE/ZIP : TX 75606
MORTGAGE AMOUNT : 424,425.00 OPTION TO CONVERT :
UNPAID BALANCE : 421,853.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,934.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 78.59700
----------------------------------------------------------------
0 0030909857 MORTGAGORS: MCMENEMY MATTHEW
MCMENEMY DAYNOR
REGION CODE ADDRESS : 13 PECAN GORGE COURT
01 CITY : SUGAR LAND
STATE/ZIP : TX 77479
MORTGAGE AMOUNT : 299,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,774.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,735.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 74.99200
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,784,125.00
P & I AMT: 16,659.41
UPB AMT: 1,775,560.67
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 42
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030910293 MORTGAGORS: BONE KERRY
BONE LYNN
REGION CODE ADDRESS : 165 PRUITT DRIVE
01 CITY : ALPHARETTA
STATE/ZIP : GA 30202
MORTGAGE AMOUNT : 294,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,734.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,751.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
0 0030910640 MORTGAGORS: NORSIGIAN CEDRIC
REGION CODE ADDRESS : 19 CHISHOLM ROAD
01 CITY : WINCHESTER
STATE/ZIP : MA 01890
MORTGAGE AMOUNT : 227,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 226,336.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,152.98 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 72.06300
----------------------------------------------------------------
0 0030910871 MORTGAGORS: JANAN JALAL
JANAN PARVIN
REGION CODE ADDRESS : 403 12TH STREET
01 CITY : SANTA MONICA
STATE/ZIP : CA 90402
MORTGAGE AMOUNT : 580,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 578,209.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,294.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 55.23800
----------------------------------------------------------------
0 0030912174 MORTGAGORS: EARLE SHERRILL
EARLE JOHN
REGION CODE ADDRESS : 39311 SPYGLASS PLACE
01 CITY : DAVIS
STATE/ZIP : CA 95616
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 371,654.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,529.79 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 06/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 76.95400
----------------------------------------------------------------
0 0030913008 MORTGAGORS: TRUMPOWER KEVIN
REGION CODE ADDRESS : 3650 BAY DRIVE
01 CITY : EDGEWATER
STATE/ZIP : MD 21037
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,163.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,615.57 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,756,500.00
P & I AMT: 16,343.96
UPB AMT: 1,748,099.60
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 43
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030913131 MORTGAGORS: SIEGEL WADE
SIEGEL TESSA
REGION CODE ADDRESS : 7344 RINDGE AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90293
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 397,102.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,736.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 73.05900
----------------------------------------------------------------
0 0030913370 MORTGAGORS: PARKER BRUCE
PARKER DIANE
REGION CODE ADDRESS : 210 WEXFORD COURT
01 CITY : COLUMBIA
STATE/ZIP : SC 29212
MORTGAGE AMOUNT : 332,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 330,986.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,054.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030913438 MORTGAGORS: TOLEN HENRY
TOLEN LAURA
REGION CODE ADDRESS : 10001 MARINE VIEW DRIVE
01 CITY : SEATTLE
STATE/ZIP : WA 98146
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 358,888.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,286.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030914204 MORTGAGORS: GONZALEZ GUSTAVO
REGION CODE ADDRESS : 1413 SUNSET HARBOUR DR. UNIT 407
01 CITY : MIAMI BEACH
STATE/ZIP : FL 33139
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,190.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,675.83 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0030914360 MORTGAGORS: CHARIFSON PAUL
HAMAGUCHI NOBUKO
REGION CODE ADDRESS : 7 DARTMOUTH DRIVE
01 CITY : FRAMINGHAM
STATE/ZIP : MA 01701
MORTGAGE AMOUNT : 220,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 219,320.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,008.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 71.66100
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,592,000.00
P & I AMT: 14,761.12
UPB AMT: 1,585,489.35
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 44
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030915649 MORTGAGORS: CARRINGTON JANICE
REGION CODE ADDRESS : 500 FREEDOM VIEW LANE
01 CITY : VALLEY FORGE
STATE/ZIP : PA 19481
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 398,844.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,822.61 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 63.49200
----------------------------------------------------------------
0 0030915706 MORTGAGORS: CALLAGHAN JOHN
CALLAGHAN NANCY
REGION CODE ADDRESS : 1 MOORS END LANE
01 CITY : NANTUCKET
STATE/ZIP : MA 02554
MORTGAGE AMOUNT : 237,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,247.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 40.86200
----------------------------------------------------------------
0 0030916779 MORTGAGORS: MANNING STEPHEN
MANNING JANIS
REGION CODE ADDRESS : 17 FAIRVIEW ROAD
01 CITY : SALEM
STATE/ZIP : MA 01970
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,193.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,522.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 64.28500
----------------------------------------------------------------
0 0030916910 MORTGAGORS: EXUM MARILYN
REGION CODE ADDRESS : 15701 NEW CASTLE CT
01 CITY : TAMPA
STATE/ZIP : FL 33647
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,225.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,513.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 57.60800
----------------------------------------------------------------
0 0030917066 MORTGAGORS: HEMPELMAN ROBERT
HEMPELMAN MARY
REGION CODE ADDRESS : 6234 MIDNIGHT PASS ROAD #301
01 CITY : SARASOTA
STATE/ZIP : FL 34242
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,268.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,464.98 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,428,000.00
P & I AMT: 13,570.96
UPB AMT: 1,424,531.56
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 45
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030918262 MORTGAGORS: HILL DAVID
HILL ROSEANNE
REGION CODE ADDRESS : 915 SAINT ANNE DRIVE
01 CITY : STREET
STATE/ZIP : MD 21154
MORTGAGE AMOUNT : 230,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 229,282.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,083.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 71.87500
----------------------------------------------------------------
0 0030919328 MORTGAGORS: KIANI HAMID
REGION CODE ADDRESS : 203 LYNN CREEK DRIVE
01 CITY : ARLINGTON
STATE/ZIP : TX 76018
MORTGAGE AMOUNT : 93,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 92,796.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 878.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 79.99100
----------------------------------------------------------------
0 0030920532 MORTGAGORS: ROSENBAUM MARCIA
REGION CODE ADDRESS : 3985 DUNE DRIVE
01 CITY : AVALON
STATE/ZIP : NJ 08202
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,148.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,662.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 74.02500
----------------------------------------------------------------
0 0030920979 MORTGAGORS: RADETSKY SAMUEL
RADETSKY SHERYL
REGION CODE ADDRESS : 321 SLEEPING OWL POINT
01 CITY : BOULDER
STATE/ZIP : CO 80026
MORTGAGE AMOUNT : 250,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,751.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,340.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 77.19400
----------------------------------------------------------------
0 0030921530 MORTGAGORS: EXCOFFIER JEAN-LOUIS
EXCOFFIER KATIE
REGION CODE ADDRESS : 5307 SADDLECOURT COURT
01 CITY : RICHMOND
STATE/ZIP : CA 94803
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,244.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,317.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,108,850.00
P & I AMT: 10,281.90
UPB AMT: 1,105,224.19
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 46
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030922108 MORTGAGORS: ELAZAB DEAN
ELAZAB BONNIE
REGION CODE ADDRESS : 9 DOESCHER DRIVE
01 CITY : HARAHAN
STATE/ZIP : LA 70123
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,123.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,845.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 54.05400
----------------------------------------------------------------
0 0030922389 MORTGAGORS: LIN PETER
SOMSOUK TIENGKHAM
REGION CODE ADDRESS : 1207 EUCLID
01 CITY : SAN GABRIEL
STATE/ZIP : CA 91776
MORTGAGE AMOUNT : 287,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 285,298.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,701.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0030922603 MORTGAGORS: WONG LEON
CHONG LORRAINE
REGION CODE ADDRESS : 19 SHAW ROAD
01 CITY : WELLESLEY
STATE/ZIP : MA 02181
MORTGAGE AMOUNT : 249,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,714.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,255.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 62.40601
----------------------------------------------------------------
0 0030922892 MORTGAGORS: LIESNER LARRY
BUSH AMELIA
REGION CODE ADDRESS : 615 OAKLEY PLACE
01 CITY : ALEXANDRIA
STATE/ZIP : VA 22302
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,176.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,723.61 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0030923304 MORTGAGORS: SULLIVAN MARK
REGION CODE ADDRESS : 3 BALDHILL PLACE
01 CITY : WILTON
STATE/ZIP : CT 06897
MORTGAGE AMOUNT : 267,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,494.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 50.47200
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,388,000.00
P & I AMT: 13,020.07
UPB AMT: 1,382,312.48
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 47
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030923379 MORTGAGORS: NADOLNEY JEFFREY
NADOLNEY ANDREA
REGION CODE ADDRESS : 70 JOHNSON DRIVE
01 CITY : HOLLISTON
STATE/ZIP : MA 01746
MORTGAGE AMOUNT : 297,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,217.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,836.57 OUTSIDE CONV DATE :
LIFETIME RATE : 7.99000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.99000 PRODUCT CODE : 002
LTV : 70.37900
----------------------------------------------------------------
0 0030923577 MORTGAGORS: RAHIMI STEVE
RAHIMI ZIBA
REGION CODE ADDRESS : 751 WEST TEAKWOOD AVENUE
01 CITY : LA HABRA
STATE/ZIP : CA 90631
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,683.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,400.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0030923700 MORTGAGORS: DE ARCANGELIS PETER
REGION CODE ADDRESS : 7705 LOOKOUT COURT
01 CITY : ALEXANDRIA
STATE/ZIP : VA 22306
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,053.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,851.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.58900
----------------------------------------------------------------
0 0030923957 MORTGAGORS: SEGAL MARK
SEGAL ARLEEN
REGION CODE ADDRESS : 1135 FALLEN LEAF ROAD
01 CITY : ARCADIA
STATE/ZIP : CA 91006
MORTGAGE AMOUNT : 1,000,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 992,045.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 9,412.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 015
LTV : 58.82353
----------------------------------------------------------------
0 0030924195 MORTGAGORS: JOHNSON KARL
JOHNSON KATHRYN
REGION CODE ADDRESS : 7675 LAVENHAM LANDING
01 CITY : KINGSTOWNE
STATE/ZIP : VA 22315
MORTGAGE AMOUNT : 265,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,200.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,420.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 89.98400
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,127,200.00
P & I AMT: 19,922.27
UPB AMT: 2,114,200.01
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 48
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030925200 MORTGAGORS: FRIEDMAN MICHAEL
FRIEDMAN FRANCES
REGION CODE ADDRESS : 17 STONEGATE DRIVE
01 CITY : WATCHUNG
STATE/ZIP : NJ 07060
MORTGAGE AMOUNT : 299,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 293,380.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,821.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 02/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0030925598 MORTGAGORS: ROSS STEVEN
SHIH KITTY
REGION CODE ADDRESS : 13103 BACH WAY
01 CITY : CERRITOS
STATE/ZIP : CA 90703
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 337,962.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,176.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 75.55500
----------------------------------------------------------------
0 0030926968 MORTGAGORS: MARINEC TIMOTHY
MARINEC VERA
REGION CODE ADDRESS : 876 CANYON VIEW DRIVE
01 CITY : LAGUNA BEACH
STATE/ZIP : CA 92651
MORTGAGE AMOUNT : 482,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 480,560.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,502.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 58.07200
----------------------------------------------------------------
0 0030927818 MORTGAGORS: MAYS GREG
MAYS KATHRYN
REGION CODE ADDRESS : 71 SOUTH PEAK
01 CITY : LAGUNA NIGUEL
STATE/ZIP : CA 92677
MORTGAGE AMOUNT : 649,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 647,039.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 6,016.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 60.37200
----------------------------------------------------------------
0 0030928261 MORTGAGORS: MORGAN JOHN
MORGAN MARTHA
REGION CODE ADDRESS : 25827 STUCKEY AVE SW
01 CITY : VASHON ISLAND
STATE/ZIP : WA 98070
MORTGAGE AMOUNT : 232,794.00 OPTION TO CONVERT :
UNPAID BALANCE : 231,383.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,158.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 54.77500
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,003,494.00
P & I AMT: 18,673.90
UPB AMT: 1,990,326.39
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 49
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030928295 MORTGAGORS: BUNCHMAN HERBERT
QUINLAN JANET
REGION CODE ADDRESS : 3700 S. WATERFRONT DRIVE
01 CITY : CHANDLER
STATE/ZIP : AZ 85248
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 268,399.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,541.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 68.35400
----------------------------------------------------------------
0 0030928329 MORTGAGORS: PETRO ERIC
PETRO LINDA
REGION CODE ADDRESS : 341 AUBURN AVE
01 CITY : SIERRA MADRE
STATE/ZIP : CA 91024
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 397,628.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,765.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 68.96500
----------------------------------------------------------------
0 0030928519 MORTGAGORS: YELLICH GEORGE
YELLICH LINDA
REGION CODE ADDRESS : CAMINO REAL 4TH NW OF OCEAN AVE
01 CITY : CARMEL
STATE/ZIP : CA 93923
MORTGAGE AMOUNT : 543,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 537,183.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,155.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 05/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030928592 MORTGAGORS: LEHMAN PAM
LEHMAN GIFFORD
REGION CODE ADDRESS : 1222 BRISTOL LANE
01 CITY : PEBBLE BEACH
STATE/ZIP : CA 93953
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 311,200.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,942.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 05/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 39.92300
----------------------------------------------------------------
0 0030928618 MORTGAGORS: BELLINI ALMA
BELLINI CARL
REGION CODE ADDRESS : 7 WINDSOR RIDGE
01 CITY : FRISCO
STATE/ZIP : TX 75034
MORTGAGE AMOUNT : 529,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 524,383.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,055.40 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 06/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 68.79063
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,057,600.00
P & I AMT: 19,460.25
UPB AMT: 2,038,795.18
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 50
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030928832 MORTGAGORS: TRAN XUAN
NGUYEN THANH
REGION CODE ADDRESS : 14371 TWISTED BRANCH RD
01 CITY : POWAY
STATE/ZIP : CA 92064
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 478,300.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,778.27 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 05/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 45.45400
----------------------------------------------------------------
0 0030928840 MORTGAGORS: PHAM CATHY
REGION CODE ADDRESS : 574 COUNTRY ISLE
01 CITY : ALAMEDA
STATE/ZIP : CA 94501
MORTGAGE AMOUNT : 276,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 273,591.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,637.60 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 06/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030928873 MORTGAGORS: KAPRAL DANIEL
KAPRAL DEBORAH
REGION CODE ADDRESS : 4609 NE 142ND ST
01 CITY : VANCOUVER
STATE/ZIP : WA 98686
MORTGAGE AMOUNT : 225,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 222,285.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,101.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 05/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 72.58000
----------------------------------------------------------------
0 0030928881 MORTGAGORS: AFNAN MOHAMMED
AFNAN JIA
REGION CODE ADDRESS : 1048 VUELTA OLIVOS
01 CITY : FREMONT
STATE/ZIP : CA 94539
MORTGAGE AMOUNT : 248,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,234.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,303.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 06/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 67.16200
----------------------------------------------------------------
0 0030928907 MORTGAGORS: SPADONI ALEXANDER
REGION CODE ADDRESS : 2310 CAMINITO CALA
01 CITY : SAN DIEGO
STATE/ZIP : CA 92014
MORTGAGE AMOUNT : 282,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,146.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,683.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 05/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 79.69000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,532,400.00
P & I AMT: 14,504.47
UPB AMT: 1,498,558.47
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 51
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030928923 MORTGAGORS: KRANZ MICHAEL
KRANZ DEBORAH
REGION CODE ADDRESS : 10 MEADOW LANE
01 CITY : ATHERTON
STATE/ZIP : CA 94027
MORTGAGE AMOUNT : 440,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 435,988.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,078.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 06/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 17.77700
----------------------------------------------------------------
0 0030928949 MORTGAGORS: SIMPSON BRIAN
SIMPSON JERILYN
REGION CODE ADDRESS : 1903 COUNTRY CLUB LANE
01 CITY : REDLANDS
STATE/ZIP : CA 92373
MORTGAGE AMOUNT : 312,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,258.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,981.64 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 06/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 63.67300
----------------------------------------------------------------
0 0030928956 MORTGAGORS: MC COPPIN DONALD
REGION CODE ADDRESS : 1521 VIRGINIA AVE
01 CITY : GLENDALE
STATE/ZIP : CA 91202
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,992.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,580.27 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 05/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 45.00000
----------------------------------------------------------------
0 0030928972 MORTGAGORS: CARNES FRANK
CARNES JOYCE
REGION CODE ADDRESS : 7808 STEARMAN DR
01 CITY : TRACY
STATE/ZIP : CA 95376
MORTGAGE AMOUNT : 242,910.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,939.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,286.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 05/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0030929095 MORTGAGORS: NEILSON JAMES
NEILSON ADRIENNE
REGION CODE ADDRESS : 340 NORTH ARM LANE
01 CITY : ORONO
STATE/ZIP : MN 55364
MORTGAGE AMOUNT : 409,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 409,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,676.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 56.80555
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,673,910.00
P & I AMT: 15,603.44
UPB AMT: 1,656,178.51
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 52
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030929194 MORTGAGORS: HARRISON WILLIAM
HARRISON CHERYL
REGION CODE ADDRESS : 4010 SOUTHPOINTE DR.
01 CITY : EUGENE
STATE/ZIP : OR 97405
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 496,937.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,599.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 75.18700
----------------------------------------------------------------
0 0030929210 MORTGAGORS: GOVERNATORI STEFANO
PHILPOTT DYONNE
REGION CODE ADDRESS : 2029 CHANNING AVENUE
01 CITY : PALO ALTO
STATE/ZIP : CA 94303
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,241.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,845.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 56.60300
----------------------------------------------------------------
0 0030929228 MORTGAGORS: WOOD ERNEST
WOOD KAREN
REGION CODE ADDRESS : 10246 RANCH ROAD
01 CITY : ROUGH AND READY
STATE/ZIP : CA 95975
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 273,422.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,647.93 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 62.50000
----------------------------------------------------------------
0 0030929244 MORTGAGORS: COATES PAUL
SLUSKY VICTORIA
REGION CODE ADDRESS : 72 GOLDEN HIND PASSAGE
01 CITY : CORTE MADERA
STATE/ZIP : CA 94925
MORTGAGE AMOUNT : 258,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,070.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,428.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 06/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 75.88200
----------------------------------------------------------------
0 0030929251 MORTGAGORS: LAUSSADE JEAN-PIERRE
LAUSSADE HELENE
REGION CODE ADDRESS : 5803 KILLARNEY CIRCLE
01 CITY : SAN JOSE
STATE/ZIP : CA 95138
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,882.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,276.28 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 06/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 52.17300
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,573,000.00
P & I AMT: 14,797.68
UPB AMT: 1,560,553.66
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 53
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030929269 MORTGAGORS: WILLIAMS KENNETH
WILLIAMS MARGARET
REGION CODE ADDRESS : 13 MONTANAS NORTE
01 CITY : IRVINE
STATE/ZIP : CA 92612
MORTGAGE AMOUNT : 276,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,855.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,578.20 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 05/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 89.90200
----------------------------------------------------------------
0 0030929301 MORTGAGORS: CARY DONICK
REGION CODE ADDRESS : 520 SOUTH ROSSMORE AVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90020
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 644,009.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,979.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 06/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 74.28500
----------------------------------------------------------------
0 0030929319 MORTGAGORS: HOWELL ROBERT
SURPRISE JUANEE
REGION CODE ADDRESS : 1170 EMERALD SOUND BOULEVARD
01 CITY : OAK POINT
STATE/ZIP : TX 75068
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,384.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,708.98 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 06/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 74.51100
----------------------------------------------------------------
0 0030929327 MORTGAGORS: BOONE JEFFREY
FELGATE COLETTE
REGION CODE ADDRESS : 1 SOUTH LANE
01 CITY : ENGLEWOOD
STATE/ZIP : CO 80110
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,256.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,866.96 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 73.17000
----------------------------------------------------------------
0 0030929350 MORTGAGORS: MORRIS DONALD
MORRIS SUSAN
REGION CODE ADDRESS : 755 KNOLL DR.
01 CITY : SAN CARLOS
STATE/ZIP : CA 94070
MORTGAGE AMOUNT : 425,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 421,331.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,092.25 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 06/01/12
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 68.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,941,000.00
P & I AMT: 18,225.90
UPB AMT: 1,921,837.66
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 54
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030929392 MORTGAGORS: LEE CHAUR
LEE WENDY
REGION CODE ADDRESS : 6174 APPIAN WAY
01 CITY : RIVERSIDE
STATE/ZIP : CA 92506
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 325,975.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,059.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 05/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 77.64705
----------------------------------------------------------------
0 0030929418 MORTGAGORS: KEMERER WILLIAM
KEMERER BONNIE
REGION CODE ADDRESS : 935 PEPPERWOOD DR.
01 CITY : DANVILLE
STATE/ZIP : CA 94506
MORTGAGE AMOUNT : 539,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 536,301.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,078.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 79.99700
----------------------------------------------------------------
0 0030929426 MORTGAGORS: LAMBAREN ADOLFO
LAMBAREN MARGARITA
REGION CODE ADDRESS : 25892 FAIRCOURT LANE
01 CITY : LAGUANA HILLS
STATE/ZIP : CA 92653
MORTGAGE AMOUNT : 333,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 330,513.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,139.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 06/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 77.55800
----------------------------------------------------------------
0 0030929434 MORTGAGORS: GEORGAKIS PETER
GEORGAKIS HEATHER
REGION CODE ADDRESS : 5347 UNIVERSITY DR.
01 CITY : SANTA BARBARA
STATE/ZIP : CA 93111
MORTGAGE AMOUNT : 309,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 306,897.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,958.70 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 06/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030929442 MORTGAGORS: SCHWARTZ MARTIN
REGION CODE ADDRESS : 444 SYCAMORE RD.
01 CITY : LOS ANGELES
STATE/ZIP : CA 90402
MORTGAGE AMOUNT : 643,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 637,009.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,869.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/12
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 64.30000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,155,600.00
P & I AMT: 20,104.91
UPB AMT: 2,136,698.10
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 55
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030929459 MORTGAGORS: LEVY DONALD
REGION CODE ADDRESS : 120 CHERRY STREET
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94118
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 447,273.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,171.56 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 33.33300
----------------------------------------------------------------
0 0030929467 MORTGAGORS: PATEL BHUPENDRA
PATEL SHAKUNTALA
REGION CODE ADDRESS : 2 COWELL LANE
01 CITY : ATHERTON
STATE/ZIP : CA 94027
MORTGAGE AMOUNT : 307,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 305,139.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,845.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 13.64400
----------------------------------------------------------------
0 0030929483 MORTGAGORS: SCHIFFERDECKER JACK
SCHIFFERDECKER NANCY
REGION CODE ADDRESS : 6440 SW CANBY ST
01 CITY : PORTLAND
STATE/ZIP : OR 97219
MORTGAGE AMOUNT : 326,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 323,123.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,091.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 06/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030929509 MORTGAGORS: JACOBSON ALAN
JACOBSON LINDA
REGION CODE ADDRESS : 11696 LARGO COURT
01 CITY : LOMA LINDA
STATE/ZIP : CA 92354
MORTGAGE AMOUNT : 245,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,908.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,376.85 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 06/01/12
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 87.50000
----------------------------------------------------------------
0 0030929533 MORTGAGORS: STEWART MATTHEW
REGION CODE ADDRESS : 15 VILLENEUVE
01 CITY : NEWPORT COAST AREA
STATE/ZIP : CA 92657
MORTGAGE AMOUNT : 313,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 310,241.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,991.20 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 06/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 71.95400
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,641,000.00
P & I AMT: 15,477.49
UPB AMT: 1,628,686.68
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 56
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030929558 MORTGAGORS: LE ROY CHRISTOPHER
REGION CODE ADDRESS : 14 KETCH STREET #2
01 CITY : LOS ANGELES
STATE/ZIP : CA 90292
MORTGAGE AMOUNT : 370,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 366,735.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,509.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 06/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030929640 MORTGAGORS: HERAVI BIJAN
HERAVI MAHVASH
REGION CODE ADDRESS : 1087 ACANTO PLACE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90049
MORTGAGE AMOUNT : 423,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 422,206.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,895.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0030929665 MORTGAGORS: MC DONNAL DANIEL
MC DONNAL LORI
REGION CODE ADDRESS : 17596 RIVER RUN ROAD
01 CITY : SALINAS
STATE/ZIP : CA 93908
MORTGAGE AMOUNT : 283,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 281,713.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,607.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 89.98400
----------------------------------------------------------------
0 0030929715 MORTGAGORS: PENNINGTON JEROME
PENNINGTON BETSY
REGION CODE ADDRESS : 13219 BINNACLE WAY
01 CITY : GALVESTON
STATE/ZIP : TX 77554
MORTGAGE AMOUNT : 289,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,044.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,746.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 06/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 60.96800
----------------------------------------------------------------
0 0030929749 MORTGAGORS: GOY SUI
HU YIMI
REGION CODE ADDRESS : 6132 JOHNSTON DR
01 CITY : OAKLAND
STATE/ZIP : CA 94611
MORTGAGE AMOUNT : 255,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,068.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,387.64 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,622,150.00
P & I AMT: 15,147.04
UPB AMT: 1,611,768.59
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 57
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030929764 MORTGAGORS: LE ANTHONY
HUYNH NHAN
REGION CODE ADDRESS : 887 HUNTER LANE
01 CITY : FREMONT
STATE/ZIP : CA 94539
MORTGAGE AMOUNT : 470,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 467,183.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,390.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 48.20500
----------------------------------------------------------------
0 0030929780 MORTGAGORS: MORRIS RONALD
MORRIS NANCY
REGION CODE ADDRESS : 777 DAY VALLEY RD
01 CITY : APTOS
STATE/ZIP : CA 95003
MORTGAGE AMOUNT : 366,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 361,773.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,524.15 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 05/01/12
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 53.82300
----------------------------------------------------------------
0 0030929806 MORTGAGORS: PIRZADEH SEAN
REGION CODE ADDRESS : 145 CHURCHILL AVE
01 CITY : PALO ALTO
STATE/ZIP : CA 94301
MORTGAGE AMOUNT : 368,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 364,681.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,437.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 06/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030929814 MORTGAGORS: SMITH JOSEPH
MORELAND AUDREY
REGION CODE ADDRESS : 1027 23RD AVE EAST
01 CITY : SEATTLE
STATE/ZIP : WA 98112
MORTGAGE AMOUNT : 344,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 341,846.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,116.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030929822 MORTGAGORS: MASON NORA
REGION CODE ADDRESS : 20282 LA PALOMA AVE
01 CITY : SARATOGA
STATE/ZIP : CA 95070
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 336,900.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,151.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 06/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 45.94500
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,888,000.00
P & I AMT: 17,620.07
UPB AMT: 1,872,384.24
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 58
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030929830 MORTGAGORS: LEE ARTHUR
LEE LAINOR
REGION CODE ADDRESS : 20791 MAUREEN WAY
01 CITY : SARATOGA
STATE/ZIP : CA 95070
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 345,694.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,170.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 06/01/12
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 46.66600
----------------------------------------------------------------
0 0030929848 MORTGAGORS: MILLS ALAN
MILLS CATHLEEN
REGION CODE ADDRESS : 13324 SW ASCENSION DR
01 CITY : TIGARD
STATE/ZIP : OR 97223
MORTGAGE AMOUNT : 241,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,293.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,306.95 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 06/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 70.70800
----------------------------------------------------------------
0 0030929863 MORTGAGORS: LEUNG MARTIN
HUNG MIN
REGION CODE ADDRESS : 45 SANTA ANA AVE
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94127
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 495,683.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,814.42 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 06/01/12
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 78.36900
----------------------------------------------------------------
0 0030929889 MORTGAGORS: HAMBLEY RICHARD
HAMBLEY CATHERINE
REGION CODE ADDRESS : 87 ALTA MESA CIRCLE
01 CITY : MONTEREY
STATE/ZIP : CA 93940
MORTGAGE AMOUNT : 479,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 476,694.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,445.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030929897 MORTGAGORS: STERNLICHT MARK
STERNLICHT CLAIRE
REGION CODE ADDRESS : 243 OAK PARK DRIVE
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 91431
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,438.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,910.42 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 06/01/12
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 63.82900
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,871,000.00
P & I AMT: 17,648.16
UPB AMT: 1,854,804.52
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 59
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030929913 MORTGAGORS: YAP KOOI
YAP THORISA
REGION CODE ADDRESS : 18880 PENDERGAST AVE
01 CITY : CUPERTINO
STATE/ZIP : CA 95014
MORTGAGE AMOUNT : 370,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 365,417.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,456.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 05/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 74.00000
----------------------------------------------------------------
0 0030929947 MORTGAGORS: SLAVIN JEFFREY
SLAVIN JANICE
REGION CODE ADDRESS : 12005 LAMBERT
01 CITY : TUSTIN
STATE/ZIP : CA 92782
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 396,470.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,793.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 06/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 66.66600
----------------------------------------------------------------
0 0030929962 MORTGAGORS: LEUNG YUK
CHIU CHOI
REGION CODE ADDRESS : 18945 MT LASSEN DR
01 CITY : CASTRO VALLEY
STATE/ZIP : CA 94552
MORTGAGE AMOUNT : 294,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,654.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,771.12 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030929970 MORTGAGORS: HAYNES JAMES
HAYNES CHRISTIE
REGION CODE ADDRESS : 221 14TH STREET
01 CITY : MANHATTEN BEACH
STATE/ZIP : CA 90266
MORTGAGE AMOUNT : 370,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 367,782.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,456.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 70.47600
----------------------------------------------------------------
0 0030929996 MORTGAGORS: CANIZALEZ JOSE
CANIZALEZ ROSA
REGION CODE ADDRESS : 18168 PATRONELLA AVE
01 CITY : TORRANCE
STATE/ZIP : CA 90504
MORTGAGE AMOUNT : 244,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,505.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,244.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,678,400.00
P & I AMT: 15,722.12
UPB AMT: 1,664,830.65
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 60
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030930010 MORTGAGORS: TSANG FLORA
LAM BOSCO
REGION CODE ADDRESS : 2835 95TH AVE NE
01 CITY : CLYDE HILL
STATE/ZIP : WA 98004
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,502.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,635.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 06/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 58.09100
----------------------------------------------------------------
0 0030930044 MORTGAGORS: ELKIN MICHAEL
KLUZIK TERESE
REGION CODE ADDRESS : 182 TAMAL VISTA DRIVE
01 CITY : SAN RAFAEL
STATE/ZIP : CA 94901
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 268,328.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,464.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 78.26087
----------------------------------------------------------------
0 0030930077 MORTGAGORS: SWAGER GARY
SWAGER LESLIE
REGION CODE ADDRESS : 12457 MONTANYA DRIVE
01 CITY : VALLEY CENTER
STATE/ZIP : CA 92082
MORTGAGE AMOUNT : 241,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 238,365.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,322.00 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 05/01/12
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 89.98134
----------------------------------------------------------------
0 0030930101 MORTGAGORS: VU BAN
VU ANH
REGION CODE ADDRESS : 1429 NEWPORTER WAY
01 CITY : NEWPORT BEACH
STATE/ZIP : CA 92660
MORTGAGE AMOUNT : 477,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 468,619.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,359.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/12
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030930135 MORTGAGORS: MILLER JAMES
MILLER NANCY
REGION CODE ADDRESS : 521 PASEO DE LA PLAYA
01 CITY : TORRANCE
STATE/ZIP : CA 90277
MORTGAGE AMOUNT : 279,295.55 OPTION TO CONVERT :
UNPAID BALANCE : 274,779.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,444.22 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 06/01/07
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 28.49900
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,548,045.55
P & I AMT: 15,226.37
UPB AMT: 1,527,593.76
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 61
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030930440 MORTGAGORS: LU TAI
LU LY LISA
REGION CODE ADDRESS : 532 SHELLEY COURT
01 CITY : MILPITAS
STATE/ZIP : CA 95035
MORTGAGE AMOUNT : 287,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 286,211.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,730.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 65.74500
----------------------------------------------------------------
0 0030930705 MORTGAGORS: CHANG HSIAO
REGION CODE ADDRESS : 2578 NORTH SAN MIGUEL DRIVE
01 CITY : ORANGE
STATE/ZIP : CA 92867
MORTGAGE AMOUNT : 365,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 362,812.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,409.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 54.64472
----------------------------------------------------------------
0 0030930713 MORTGAGORS: NELSON TIMOTHY
NELSON CHRISTINA
REGION CODE ADDRESS : 9710 APPIN FALLS DRIVE
01 CITY : SPRING
STATE/ZIP : TX 77379
MORTGAGE AMOUNT : 133,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 132,245.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,290.29 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 37.15000
----------------------------------------------------------------
0 0030930739 MORTGAGORS: KING MIKE
KING DAWN
REGION CODE ADDRESS : 71 LAKE ESTATES DRIVE
01 CITY : MONTGOMERY
STATE/ZIP : TX 77356
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 497,036.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,706.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 71.42800
----------------------------------------------------------------
0 0030930754 MORTGAGORS: MCDONNELL JOHN
MCDONNELL LORI
REGION CODE ADDRESS : 2568 N. SAN MIGUEL DRIVE
01 CITY : ORANGE
STATE/ZIP : CA 92867
MORTGAGE AMOUNT : 480,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 462,372.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,587.14 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 06/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,765,900.00
P & I AMT: 16,723.98
UPB AMT: 1,740,678.51
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 62
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030930770 MORTGAGORS: SPERRY KRIS
SPERRY LAURIE
REGION CODE ADDRESS : 5797 TROTTERS COURT
01 CITY : STONE MOUNTAIN
STATE/ZIP : GA 30087
MORTGAGE AMOUNT : 258,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,602.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,358.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030930796 MORTGAGORS: CUEVAS ISABEL
CUEVAS NORMA
REGION CODE ADDRESS : 7271 RIO FLORA PLACE
01 CITY : DOWNEY
STATE/ZIP : CA 90241
MORTGAGE AMOUNT : 344,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 340,997.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,287.45 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 06/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030930812 MORTGAGORS: EVANS ELLEN
EVANS PETER
REGION CODE ADDRESS : 836 BUCK LANE
01 CITY : HAVERFORD TOWNSHIP
STATE/ZIP : PA 19041
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 447,182.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,076.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------
0 0030930903 MORTGAGORS: SAMAN NAHID
SAMAN DAVOUD
REGION CODE ADDRESS : SOUTH EAST CORNER OF 4TH AVENUE
01 CITY : CARMEL
STATE/ZIP : CA 93921
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,277.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,910.43 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 70.58800
----------------------------------------------------------------
0 0030930937 MORTGAGORS: KELLY CHRISTINE
KELLY MARK
REGION CODE ADDRESS : 2913 KEELINGWOOD COURT
01 CITY : VIRGINIA BEACH
STATE/ZIP : VA 23454
MORTGAGE AMOUNT : 295,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 293,270.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,797.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 53.63636
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,647,400.00
P & I AMT: 15,430.90
UPB AMT: 1,634,331.02
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 63
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030931109 MORTGAGORS: BENSON SUSAN
BENSON MARK
REGION CODE ADDRESS : 3095 NORTH ELECTRA DRIVE
01 CITY : COLORADO SPRINGS
STATE/ZIP : CO 80906
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,182.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,781.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 70.58800
----------------------------------------------------------------
0 0030931323 MORTGAGORS: HE LI-JING
LIOU FANG-LIN
REGION CODE ADDRESS : 1706 LEXINGTON ROAD
01 CITY : GREEN OAKS
STATE/ZIP : IL 60048
MORTGAGE AMOUNT : 311,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 311,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,905.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 78.23800
----------------------------------------------------------------
0 0030932941 MORTGAGORS: ROUSE CHARLES
GENDE DIANE
REGION CODE ADDRESS : 11916 SW ELEMAR COURT
01 CITY : TIGARD
STATE/ZIP : OR 97224
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,125.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,786.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030934038 MORTGAGORS: RUTTINGER CHRIS
RUTTINGER KAREN
REGION CODE ADDRESS : 4653 EAST GROVE CIRCLE
01 CITY : MESA
STATE/ZIP : AZ 85206
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,044.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,989.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030934251 MORTGAGORS: KAUSHIK VENKATESWARAN
KAUSHIK LAXMI
REGION CODE ADDRESS : 595 YAMPA WAY
01 CITY : FREMONT
STATE/ZIP : CA 94539
MORTGAGE AMOUNT : 279,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,674.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,630.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 57.62800
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,506,500.00
P & I AMT: 14,092.46
UPB AMT: 1,502,026.10
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 64
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030934640 MORTGAGORS: COLVIN ROBERT
COLVIN GATEWOOD
REGION CODE ADDRESS : 46 CHAPPAQUIDDICK ROAD
01 CITY : EDGARTOWN
STATE/ZIP : MA 02539
MORTGAGE AMOUNT : 440,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 438,626.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,985.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 64.23357
----------------------------------------------------------------
0 0030934772 MORTGAGORS: EILERS ROBERT
REGION CODE ADDRESS : 4 HOP HOLLOW
01 CITY : SIMSBURY
STATE/ZIP : CT 06070
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 314,761.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,035.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 04/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030934897 MORTGAGORS: WEISSMULLER KURT
WEISSMULLER JENNIFER
REGION CODE ADDRESS : 1400 EL RITO AVE
01 CITY : GLENDALE
STATE/ZIP : CA 91208
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 372,702.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,449.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 71.63300
----------------------------------------------------------------
0 0030934913 MORTGAGORS: BARUCH MAURY
BARUCH KIRSTEN
REGION CODE ADDRESS : 3414 N.E. 23RD PL.
01 CITY : RENTON
STATE/ZIP : WA 98056
MORTGAGE AMOUNT : 266,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,370.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,447.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030934939 MORTGAGORS: VEIRS JOELLEN
VEIRS STEPHEN
REGION CODE ADDRESS : 950 FAIRVIEW DR.
01 CITY : WOODLAND
STATE/ZIP : CA 95695
MORTGAGE AMOUNT : 249,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,199.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,439.66 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,650,600.00
P & I AMT: 15,357.08
UPB AMT: 1,638,661.49
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 65
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030934947 MORTGAGORS: CHANG ELSON
CHANG HWA-MAI
REGION CODE ADDRESS : 46665 WINDMILL DRIVE
01 CITY : FREMONT
STATE/ZIP : CA 94539
MORTGAGE AMOUNT : 440,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 437,420.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,173.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 68.32200
----------------------------------------------------------------
0 0030934962 MORTGAGORS: DAMBERGER STANLEY
GRIGG-DAMBERGER MADELINE
REGION CODE ADDRESS : 910 LOS ARBOLES AVE NW
01 CITY : ALBUQUERQUE
STATE/ZIP : NM 87107
MORTGAGE AMOUNT : 239,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 230,593.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,268.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 04/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030934970 MORTGAGORS: MCBREEN ROBERT
MCBREEN ELIZABETH
REGION CODE ADDRESS : 13561 N.E. 54TH PL
01 CITY : BELLEVUE
STATE/ZIP : WA 98005
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,202.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,802.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 29.41100
----------------------------------------------------------------
0 0030934988 MORTGAGORS: FRUMAN LEWIS
REGION CODE ADDRESS : 6 CEDAR RIDGE
01 CITY : IRVINE
STATE/ZIP : CA 92715
MORTGAGE AMOUNT : 283,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 281,228.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,563.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 44.92000
----------------------------------------------------------------
0 0030935357 MORTGAGORS: BRUNNER JOAN
REGION CODE ADDRESS : 2861 VISTA MARIANA
01 CITY : CARLSBAD
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 351,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,140.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,330.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,613,400.00
P & I AMT: 15,138.74
UPB AMT: 1,596,584.46
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 66
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030935365 MORTGAGORS: LOCKERT ANDREW
REGION CODE ADDRESS : 12020 SW. RIVERSIDE DR.
01 CITY : PORTLAND
STATE/ZIP : OR 97219
MORTGAGE AMOUNT : 390,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 386,558.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,698.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 06/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 72.89700
----------------------------------------------------------------
0 0030935548 MORTGAGORS: JAMES W.
JAMES JANET
REGION CODE ADDRESS : 606 WEST FOREST DRIVE
01 CITY : HOUSTON
STATE/ZIP : TX 77079
MORTGAGE AMOUNT : 254,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,354.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,409.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 06/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030935738 MORTGAGORS: CHOU CHIA
CHOU LIN
REGION CODE ADDRESS : 18819 E ELMHURST STREET
01 CITY : ROWLAND HEIGHTS
STATE/ZIP : CA 91748
MORTGAGE AMOUNT : 233,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 232,199.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,182.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 76.59016
----------------------------------------------------------------
0 0030936215 MORTGAGORS: IACUONE JOHN
IACUONE CONNIE
REGION CODE ADDRESS : 1110 THE CAPE
01 CITY : HORSESHOE BAY
STATE/ZIP : TX 78657
MORTGAGE AMOUNT : 344,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 342,972.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,213.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030936405 MORTGAGORS: WU-PONG DAVID
WU-PONG SUSANNA
REGION CODE ADDRESS : 2101 OLD PRESCOTT PLACE
01 CITY : RICHMOND
STATE/ZIP : VA 23233
MORTGAGE AMOUNT : 244,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,010.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,268.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.99600
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,466,350.00
P & I AMT: 13,772.44
UPB AMT: 1,457,096.81
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 67
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030936652 MORTGAGORS: CALLANAN DANIEL
CALLANAN NIKI
REGION CODE ADDRESS : 3612 DRAYTON HALL NORTH
01 CITY : NEW ALBANY
STATE/ZIP : OH 43054
MORTGAGE AMOUNT : 260,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,399.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 69.98700
----------------------------------------------------------------
0 0030936660 MORTGAGORS: SANDERSON PAUL
SANDERSON JUDITH
REGION CODE ADDRESS : 4935 E OAKMONT PLACE
01 CITY : TUCSON
STATE/ZIP : AZ 85718
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 324,018.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,012.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 69.14800
----------------------------------------------------------------
0 0030937007 MORTGAGORS: ANTALEK FRANK
ANTALEK CHARLENE
REGION CODE ADDRESS : 5555 TROWBRIDGE DRIVE
01 CITY : DUNWOODY
STATE/ZIP : GA 30338
MORTGAGE AMOUNT : 268,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,181.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,465.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030937015 MORTGAGORS: LITRAS STEPHEN
JAMES LUCINDA
REGION CODE ADDRESS : 625 DARTINGTON WAY
01 CITY : ALPHARETTA
STATE/ZIP : GA 30022
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,166.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,464.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 78.26000
----------------------------------------------------------------
0 0030938120 MORTGAGORS: KEMBLE EUGENIA
REGION CODE ADDRESS : 1409 35TH STREET NW
01 CITY : WASHINGTON
STATE/ZIP : DC 20007
MORTGAGE AMOUNT : 344,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 342,370.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,237.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,467,800.00
P & I AMT: 13,580.09
UPB AMT: 1,463,536.92
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 68
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030938302 MORTGAGORS: WANG SHI
TENG CHIA
REGION CODE ADDRESS : 1478 VALCARTIER DRIVE
01 CITY : SUNNYVALE
STATE/ZIP : CA 94087
MORTGAGE AMOUNT : 287,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 286,152.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,701.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 56.49606
----------------------------------------------------------------
0 0030938385 MORTGAGORS: BERG MICHAEL
BERG DIANE
REGION CODE ADDRESS : FM 2480
01 CITY : LOS FRESNOS
STATE/ZIP : TX 78566
MORTGAGE AMOUNT : 228,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 226,677.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,178.89 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
0 0030938393 MORTGAGORS: ESTOCLET ANDREW
REGION CODE ADDRESS : 2575 THOROUGHBRED LANE
01 CITY : ORONO
STATE/ZIP : MN 55356
MORTGAGE AMOUNT : 460,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 457,883.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,141.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030938666 MORTGAGORS: KIRSCH ROD
KIRSCH ELIZABETH
REGION CODE ADDRESS : 2618 80TH AVE NE
01 CITY : MEDINA
STATE/ZIP : WA 98039
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,205.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,579.79 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030938682 MORTGAGORS: WANG SHINMIN
WANG MAY
REGION CODE ADDRESS : 12 PONTE
01 CITY : IRVINE
STATE/ZIP : CA 92606
MORTGAGE AMOUNT : 312,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 310,428.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,917.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 79.99400
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,560,100.00
P & I AMT: 14,519.23
UPB AMT: 1,552,347.35
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 69
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030938708 MORTGAGORS: BRENLY ROBERT
BRENLY JOAN
REGION CODE ADDRESS : 9726 E. LAUREL LANE
01 CITY : SCOTTSDALE
STATE/ZIP : AZ 85260
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,550.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,389.14 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 42.37200
----------------------------------------------------------------
0 0030938914 MORTGAGORS: SMITH MATTHEW
SMITH JILL
REGION CODE ADDRESS : 38 THACKERAY ROAD
01 CITY : WELLESLEY
STATE/ZIP : MA 02181
MORTGAGE AMOUNT : 558,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 558,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,015.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.71400
----------------------------------------------------------------
0 0030938948 MORTGAGORS: PENTA CARL
PENTA NELLIE
REGION CODE ADDRESS : 8 SANDERS DRIVE
01 CITY : SAUGUS
STATE/ZIP : MA 01906
MORTGAGE AMOUNT : 244,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,254.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,244.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 73.93900
----------------------------------------------------------------
0 0030939136 MORTGAGORS: RING JAMES
HOPKINS MERITA
REGION CODE ADDRESS : 343 COMMERCIAL STREET, #503
01 CITY : BOSTON
STATE/ZIP : MA 02109
MORTGAGE AMOUNT : 289,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,741.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 74.10200
----------------------------------------------------------------
0 0030939193 MORTGAGORS: CHICCO ROBERT
CHICCO CHRISTINE
REGION CODE ADDRESS : 1831 HENDRICKSON COURT
01 CITY : MERRICK
STATE/ZIP : NY 11566
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,267.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,207.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,581,000.00
P & I AMT: 14,598.05
UPB AMT: 1,578,072.39
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 70
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030939227 MORTGAGORS: MCLEAY PETER
MCLEAY CAROL
REGION CODE ADDRESS : 672 NORTH 63RD STREET
01 CITY : OMAHA
STATE/ZIP : NE 68132
MORTGAGE AMOUNT : 462,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 462,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,315.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 72.18700
----------------------------------------------------------------
0 0030939938 MORTGAGORS: BROWNELL STEPHEN
BROWNELL STEPHANIE
REGION CODE ADDRESS : 3435 CAMINO ALEGRE
01 CITY : CARLSBAD
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 288,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,320.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,651.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.97700
----------------------------------------------------------------
0 0030940100 MORTGAGORS: WIGGINS JACK
REGION CODE ADDRESS : 15817 E. ECHO HILLS DRIVE
01 CITY : FOUNTIAN HILLS
STATE/ZIP : AZ 85268
MORTGAGE AMOUNT : 302,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 301,117.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,864.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 77.83500
----------------------------------------------------------------
0 0030940175 MORTGAGORS: CREWS DAVID
EAGLE ELIZABETH
REGION CODE ADDRESS : 17 LOCH RIDGE DRIVE
01 CITY : GREENSBORO
STATE/ZIP : NC 27408
MORTGAGE AMOUNT : 800,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 797,503.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 7,246.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.12500 PRODUCT CODE : 015
LTV : 66.66600
----------------------------------------------------------------
0 0030940787 MORTGAGORS: HARAZIM ERNEST
HARAZIM INGRID
REGION CODE ADDRESS : 9041 N 46TH STREET
01 CITY : PHOENIX
STATE/ZIP : AZ 85028
MORTGAGE AMOUNT : 416,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 413,560.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,945.56 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 69.91500
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,268,200.00
P & I AMT: 21,023.43
UPB AMT: 2,261,501.82
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 71
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030941710 MORTGAGORS: TOERGE NORMAN
TOERGE BRENDA
REGION CODE ADDRESS : 8 SUNPEAK
01 CITY : IRVINE
STATE/ZIP : CA 92612
MORTGAGE AMOUNT : 623,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 621,616.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,779.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 64.27800
----------------------------------------------------------------
0 0030942346 MORTGAGORS: FARIELLO RICHARD
FARIELLO THERESA
REGION CODE ADDRESS : 4104 AMBER LANE
01 CITY : FT. LAUDERDALE
STATE/ZIP : FL 33331
MORTGAGE AMOUNT : 100,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 99,707.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 948.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 43.92900
----------------------------------------------------------------
0 0030944441 MORTGAGORS: PATEL SAMIR
PATEL ARTI
REGION CODE ADDRESS : 6564 HERON ROAD UNIT 3
01 CITY : SAUGATUCK
STATE/ZIP : MI 49453
MORTGAGE AMOUNT : 276,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,166.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,558.56 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030944557 MORTGAGORS: ROBERTSON GLENN
CONLEY JANE
REGION CODE ADDRESS : 2419 BONNIE BRAE
01 CITY : SANTA ANA
STATE/ZIP : CA 92706
MORTGAGE AMOUNT : 242,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 240,549.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,260.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 77.19200
----------------------------------------------------------------
0 0030945752 MORTGAGORS: WALKER DAVID
WHITAKER-WALKER NANCY
REGION CODE ADDRESS : 1013 ARBOR TRACE
01 CITY : ATLANTA
STATE/ZIP : GA 30319
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,759.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 57.14200
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,541,500.00
P & I AMT: 14,307.30
UPB AMT: 1,537,040.83
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 72
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030945927 MORTGAGORS: ROBERTS DENNIS
REGION CODE ADDRESS : 50375 VISTA MONTANA
01 CITY : LA QUINTA
STATE/ZIP : CA 92253
MORTGAGE AMOUNT : 722,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 719,819.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 6,693.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 015
LTV : 65.63600
----------------------------------------------------------------
0 0030947584 MORTGAGORS: KUPSTAS ANTHONY
KUPSTAS LESLIE
REGION CODE ADDRESS : 217 CHURCH ROAD
01 CITY : DEVON
STATE/ZIP : PA 19333
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,335.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 60.97500
----------------------------------------------------------------
0 0030948202 MORTGAGORS: CLELAND DENNIS
CLELAND CHERYL
REGION CODE ADDRESS : 6462 SPOTTED FAWN RUN
01 CITY : LITTLETON
STATE/ZIP : CO 80125
MORTGAGE AMOUNT : 291,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 290,648.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,764.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 73.79700
----------------------------------------------------------------
0 0030948822 MORTGAGORS: DUNLAVEY DANA
WARD APRIL
REGION CODE ADDRESS : 1925 BUCKRIDGE COURT
01 CITY : COLFAX
STATE/ZIP : CA 95713
MORTGAGE AMOUNT : 244,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,570.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,282.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 79.83660
----------------------------------------------------------------
0 0030948848 MORTGAGORS: MANZO PATRICIA
REGION CODE ADDRESS : 2223 BAYSIDE DRIVE
01 CITY : NEWPORT BEACH
STATE/ZIP : CA 92625
MORTGAGE AMOUNT : 600,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 596,364.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,562.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 39.08700
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,107,800.00
P & I AMT: 19,637.25
UPB AMT: 2,100,402.45
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 73
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030948889 MORTGAGORS: ORNE RICHARD
ORNE SHERI
REGION CODE ADDRESS : 11934 PALMS BLVD
01 CITY : LOS ANGELES
STATE/ZIP : CA 90066
MORTGAGE AMOUNT : 237,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 236,107.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,252.57 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 79.16600
----------------------------------------------------------------
0 0030949903 MORTGAGORS: WINDHAM DARRELL
REGION CODE ADDRESS : 1101 RIM ROAD
01 CITY : EL PASO
STATE/ZIP : TX 79902
MORTGAGE AMOUNT : 416,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 413,560.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,945.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030949911 MORTGAGORS: PERKINS JUDSON
PERKINS CHERYL
REGION CODE ADDRESS : 605 RIVIERA ISLE
01 CITY : FT LAUDERDALE
STATE/ZIP : FL 33301
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 317,782.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,989.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030950034 MORTGAGORS: SULLIVAN MAUREEN
REGION CODE ADDRESS : 20925 CLAYTHORNE ROAD
01 CITY : SHAKER HEIGHTS
STATE/ZIP : OH 44122
MORTGAGE AMOUNT : 228,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 228,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,113.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 57.00000
----------------------------------------------------------------
0 0030951016 MORTGAGORS: BUZZARD GREGORY
LIGHT MARY
REGION CODE ADDRESS : 205 VIA SODERINI
01 CITY : APTOS
STATE/ZIP : CA 95003
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,103.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,802.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 68.96500
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,501,500.00
P & I AMT: 14,103.32
UPB AMT: 1,494,554.42
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 74
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030951651 MORTGAGORS: ERENSEL BRENT
ERENSEL ORHAN
REGION CODE ADDRESS : 869 VIEW RIDGE
01 CITY : SAN MATEO
STATE/ZIP : CA 94403
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,113.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,823.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 53.57100
----------------------------------------------------------------
0 0030951933 MORTGAGORS: SCAMMELL CHARLES
REGION CODE ADDRESS : 165 STANTON ROAD
01 CITY : STANTON
STATE/ZIP : NJ 08885
MORTGAGE AMOUNT : 235,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 233,606.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,212.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 68.11500
----------------------------------------------------------------
0 0030952352 MORTGAGORS: GOODMAN JOHN
BRESLIN MARIE
REGION CODE ADDRESS : 2810 29TH STREET, N.W.
01 CITY : WASHINGTON
STATE/ZIP : DC 20008
MORTGAGE AMOUNT : 392,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 387,372.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,717.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 05/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030952659 MORTGAGORS: MILBURN JARRELL
MILBURN BERLENE
REGION CODE ADDRESS : 6005 MERRYMOUNT ROAD
01 CITY : WESTOVER HILLS
STATE/ZIP : TX 76107
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 340,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,151.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030954259 MORTGAGORS: RUSH EDDIE
REGION CODE ADDRESS : 205 MONTICELLO WAY
01 CITY : FAIRBURN
STATE/ZIP : GA 30213
MORTGAGE AMOUNT : 324,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 323,010.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,980.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,591,000.00
P & I AMT: 14,886.16
UPB AMT: 1,583,104.28
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 75
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030954291 MORTGAGORS: IONOV STANISLAV
IONOV IRINA
REGION CODE ADDRESS : 26025 MULHOLLAND HIGHWAY
01 CITY : CALABASAS AREA
STATE/ZIP : CA 91302
MORTGAGE AMOUNT : 335,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 334,010.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,153.28 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 84.81000
----------------------------------------------------------------
0 0030954333 MORTGAGORS: KREVAT LEE
KREVAT KATHLEEN
REGION CODE ADDRESS : 10921 FESTIVAL DRIVE
01 CITY : CUPERTINO
STATE/ZIP : CA 95014
MORTGAGE AMOUNT : 301,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 301,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,811.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 54.72727
----------------------------------------------------------------
0 0030954531 MORTGAGORS: CROLY DAVID
CROLY LOIS
REGION CODE ADDRESS : 1020 MOLAD COURT
01 CITY : CONCORD
STATE/ZIP : CA 94518
MORTGAGE AMOUNT : 247,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,289.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 72.64700
----------------------------------------------------------------
0 0030956668 MORTGAGORS: CHEN ALLAN
CHEN WILLIAM
REGION CODE ADDRESS : 1521 CONSTANSO COURT
01 CITY : SAN JOSE
STATE/ZIP : CA 95129
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,110.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,581.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 68.03700
----------------------------------------------------------------
0 0030956726 MORTGAGORS: VENKATESWARAN MANI
VENKATESWARAN MALTHI
REGION CODE ADDRESS : 1101 WHITE CLIFF DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95129
MORTGAGE AMOUNT : 313,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 312,075.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,946.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 68.49000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,481,000.00
P & I AMT: 13,782.55
UPB AMT: 1,478,196.10
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 76
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030957062 MORTGAGORS: GORDON CECIL
GORDON YVONNE
REGION CODE ADDRESS : 4101 PYLES FORD ROAD
01 CITY : GREENVILLE
STATE/ZIP : DE 19807
MORTGAGE AMOUNT : 547,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 536,221.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,036.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 04/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 78.77600
----------------------------------------------------------------
0 0030957401 MORTGAGORS: CHOI JEONG
CHOI SUNGSHIN
REGION CODE ADDRESS : 2327 SAINT FRANCIS DRIVE
01 CITY : PALO ALTO
STATE/ZIP : CA 94303
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 348,965.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,294.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0030957963 MORTGAGORS: COFFEY HUI
REGION CODE ADDRESS : 4541 CROWN RIDGE
01 CITY : PLANO
STATE/ZIP : TX 75024
MORTGAGE AMOUNT : 115,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 115,116.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,103.31 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 74.97200
----------------------------------------------------------------
0 0030959472 MORTGAGORS: MAI MICHAEL
MAI CHAULINH
REGION CODE ADDRESS : 5070 GREENHAVEN STREET
01 CITY : YORBA LINDA
STATE/ZIP : CA 92887
MORTGAGE AMOUNT : 364,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 362,888.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,348.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 74.28500
----------------------------------------------------------------
0 0030959670 MORTGAGORS: ALCANTRA KENNETH
ALCANTRA AMY
REGION CODE ADDRESS : 24781 WINTERWOOD DRIVE
01 CITY : LAKE FOREST
STATE/ZIP : CA 92630
MORTGAGE AMOUNT : 230,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 229,289.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,099.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.90700
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,606,950.00
P & I AMT: 14,882.48
UPB AMT: 1,592,482.50
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 77
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030959704 MORTGAGORS: KIGER MICHAEL
KIGER JAMIE
REGION CODE ADDRESS : 1129 CAPITOL DR # 17
01 CITY : SAN PEDRO
STATE/ZIP : CA 90731
MORTGAGE AMOUNT : 237,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,065.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,170.79 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.97700
----------------------------------------------------------------
0 0030959803 MORTGAGORS: NABAVI MASSOUD
NABAVI TAHEREH
REGION CODE ADDRESS : 10811 WILKINS AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90024
MORTGAGE AMOUNT : 302,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 301,486.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,803.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0030960173 MORTGAGORS: STRUTIN MILLARD
STRUTIN NANCY
REGION CODE ADDRESS : 12 EDINBERG LANE
01 CITY : RANDOLPH TOWNSHIP
STATE/ZIP : NJ 07869
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,113.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,823.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 65.78900
----------------------------------------------------------------
0 0030960793 MORTGAGORS: STAINBROOK DENNIS
REGION CODE ADDRESS : 733 ASHLEIGH LANE
01 CITY : SOUTHLAKE
STATE/ZIP : TX 76092
MORTGAGE AMOUNT : 232,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 231,283.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,117.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030962088 MORTGAGORS: MASON PETER
GETZ KENNETH
REGION CODE ADDRESS : 776 DANFORTH DR
01 CITY : LOS ANGELES
STATE/ZIP : CA 90065
MORTGAGE AMOUNT : 308,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 308,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,833.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,380,200.00
P & I AMT: 12,749.13
UPB AMT: 1,376,950.12
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 78
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030962195 MORTGAGORS: WADDELL WAYNE
WADDELL CAROL
REGION CODE ADDRESS : 4555 SUNSET BLUFFS WAY
01 CITY : SAN DIEGO
STATE/ZIP : CA 92130
MORTGAGE AMOUNT : 370,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 368,870.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,403.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 76.29000
----------------------------------------------------------------
0 0030963680 MORTGAGORS: HENKES MERVYN
HENKES RUTH
REGION CODE ADDRESS : 15545 NORTHEAST EILERS ROAD
01 CITY : AURORA
STATE/ZIP : OR 97002
MORTGAGE AMOUNT : 283,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,145.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,623.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 38.39800
----------------------------------------------------------------
0 0030963813 MORTGAGORS: FAGAN JEFFREY
FAGAN JUDY
REGION CODE ADDRESS : 100 DEVRIESE COURT
01 CITY : TENAFLY
STATE/ZIP : NJ 07670
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 496,903.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,564.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 39.87200
----------------------------------------------------------------
0 0030963854 MORTGAGORS: LANTOW SAM
LANTOW LINDA
REGION CODE ADDRESS : 18230 84TH PLACE WEST
01 CITY : EDMONDS
STATE/ZIP : WA 98026
MORTGAGE AMOUNT : 237,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 235,582.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,203.98 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 06/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0030964027 MORTGAGORS: CHI JAE
PAK YVONNE
REGION CODE ADDRESS : 1564 OAK POINT TERRACE
01 CITY : SUNNYVALE
STATE/ZIP : CA 94087
MORTGAGE AMOUNT : 363,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 361,915.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,390.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 79.94700
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,753,750.00
P & I AMT: 16,186.35
UPB AMT: 1,745,417.29
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 79
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030964191 MORTGAGORS: AZRAN DAVID
AZRAN SHARON
REGION CODE ADDRESS : 25531 W KINGSTON COURT
01 CITY : CALABASAS
STATE/ZIP : CA 91302
MORTGAGE AMOUNT : 600,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 600,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,604.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 63.15700
----------------------------------------------------------------
0 0030964225 MORTGAGORS: COOPER SCOTT
SNYDER DEBORAH
REGION CODE ADDRESS : 1541 CLUBVIEW DR
01 CITY : LOS ANGELES
STATE/ZIP : CA 90024
MORTGAGE AMOUNT : 644,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 636,315.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 6,061.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 05/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030965081 MORTGAGORS: RIPPEON DENNIS
RIPPEON PRISCILLA
REGION CODE ADDRESS : 29 BRIXTON COURT
01 CITY : BETHANY BEACH
STATE/ZIP : DE 19930
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 372,825.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,583.70 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 57.69230
----------------------------------------------------------------
0 0030965099 MORTGAGORS: SELINGER DENNIS
REGION CODE ADDRESS : 900 PARK AVENUE, #23C
01 CITY : NEW YORK
STATE/ZIP : NY 10021
MORTGAGE AMOUNT : 540,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 535,338.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,199.57 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 06/01/12
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030965149 MORTGAGORS: APFEL KARL
APFEL JULIE
REGION CODE ADDRESS : 803 LAKE HEIGHTS COURT
01 CITY : HIGHLAND VILLAGE
STATE/ZIP : TX 75067
MORTGAGE AMOUNT : 472,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 471,287.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,415.64 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 79.99100
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,631,700.00
P & I AMT: 24,865.51
UPB AMT: 2,615,767.32
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 80
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030965602 MORTGAGORS: LIU CHIA
WANG XIAOTONG
REGION CODE ADDRESS : 2425 DEVON AVENUE
01 CITY : EUGENE
STATE/ZIP : OR 97408
MORTGAGE AMOUNT : 116,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 116,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,091.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 69.87900
----------------------------------------------------------------
0 0030965677 MORTGAGORS: KARTHAUSER DENNIS
KARTHAUSER GENEVA
REGION CODE ADDRESS : 190 AUBURN WAY
01 CITY : VACAVILLE
STATE/ZIP : CA 95688
MORTGAGE AMOUNT : 275,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,686.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,593.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
0 0030965735 MORTGAGORS: VAKHNYANSKAYA TANYA
REGION CODE ADDRESS : 945 DARIEN WAY
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94127
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 418,756.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,983.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 58.74100
----------------------------------------------------------------
0 0030965917 MORTGAGORS: OLSEN STEVEN
OLSEN DARCIA
REGION CODE ADDRESS : 13B EAGLES NEST DRIVE
01 CITY : LA CONNER
STATE/ZIP : WA 98257
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 313,112.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,942.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0030966071 MORTGAGORS: AFABLE RENATO
AFABLE VICTOR
REGION CODE ADDRESS : 19416 LAGUNA DR
01 CITY : GAITHERSBURG
STATE/ZIP : MD 20879
MORTGAGE AMOUNT : 216,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 216,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,053.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 87.65100
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,343,000.00
P & I AMT: 12,664.50
UPB AMT: 1,339,054.42
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 81
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030967137 MORTGAGORS: HO CHI
HO SHUK
REGION CODE ADDRESS : 26 GRAND COVE WAY
01 CITY : EDGEWATER
STATE/ZIP : NJ 07020
MORTGAGE AMOUNT : 227,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 225,669.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,152.98 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 84.85981
----------------------------------------------------------------
0 0030967517 MORTGAGORS: SWENSON MICHAEL
SWENSON PATTI
REGION CODE ADDRESS : 13318 ST. MARY'S STREET
01 CITY : HOUSTON
STATE/ZIP : TX 77079
MORTGAGE AMOUNT : 265,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,263.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,382.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.98800
----------------------------------------------------------------
0 0030967533 MORTGAGORS: YANG DARCHUN
YANG LIFANG
REGION CODE ADDRESS : 2226 CALLE ESCARLATA
01 CITY : SAN DIMAS
STATE/ZIP : CA 91773
MORTGAGE AMOUNT : 244,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,027.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,200.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030967541 MORTGAGORS: CARRIER CHRISTOPHER
CARRIER AMY
REGION CODE ADDRESS : 5301 CUESTA VERDE
01 CITY : AUSTIN
STATE/ZIP : TX 78746
MORTGAGE AMOUNT : 267,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 266,175.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,437.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 45.64100
----------------------------------------------------------------
0 0030967921 MORTGAGORS: PAVOLOTSKY ILYA
PAVOLOTSKY MARIANNA
REGION CODE ADDRESS : 1981-A FUNSTON AVENUE
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94116
MORTGAGE AMOUNT : 469,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 467,644.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,482.01 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,472,900.00
P & I AMT: 13,655.47
UPB AMT: 1,467,780.78
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 82
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030968390 MORTGAGORS: TESFAY FITSUM
SOLOMON BELYOU
REGION CODE ADDRESS : 63 FREMONT PLACE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90005
MORTGAGE AMOUNT : 585,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 585,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,464.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 66.85700
----------------------------------------------------------------
0 0030968564 MORTGAGORS: FALGIONE ARTHUR
FALGIONE CATHRYN
REGION CODE ADDRESS : 5 GARRISON LANE
01 CITY : MENDHAM
STATE/ZIP : NJ 07945
MORTGAGE AMOUNT : 542,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 530,324.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,024.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 02/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 72.26600
----------------------------------------------------------------
0 0030969604 MORTGAGORS: LEOUNG GIFFORD
LEOUNG MEE MEE
REGION CODE ADDRESS : 161 SAN ALESO AVENUE
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94127
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 420,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,893.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030969810 MORTGAGORS: DOWNS MICHAEL
DOWNS MARLA
REGION CODE ADDRESS : 19362 MAIDSTONE LANE
01 CITY : HUNTINGDON BEACH
STATE/ZIP : CA 92648
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,456.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 76.81100
----------------------------------------------------------------
0 0030970479 MORTGAGORS: COHEN JOEL
COHEN LIBBY
REGION CODE ADDRESS : 205 24TH STREET
01 CITY : DEL MAR
STATE/ZIP : CA 92014
MORTGAGE AMOUNT : 334,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 333,412.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,147.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,146,400.00
P & I AMT: 19,986.75
UPB AMT: 2,133,736.57
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 83
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030970693 MORTGAGORS: BERLIN ROBERT
BERLIN LISA
REGION CODE ADDRESS : 109 NORTH COVE DRIVE
01 CITY : POINTE VEDRA BEACH
STATE/ZIP : FL 32082
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,152.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,750.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 74.93500
----------------------------------------------------------------
0 0030970735 MORTGAGORS: CHEN JOHN
LOUIE SUSAN
REGION CODE ADDRESS : 7908 PINEVILLE CIRCLE
01 CITY : CASTRO VALLEY
STATE/ZIP : CA 94552
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,124.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,688.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.77100
----------------------------------------------------------------
0 0030975130 MORTGAGORS: HERNANDEZ JOE
HERNANDEZ DOROTHY
REGION CODE ADDRESS : 1828 ARROYO CHAMISO
01 CITY : SANTA FE
STATE/ZIP : NM 87505
MORTGAGE AMOUNT : 274,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,320.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,298.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/07
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 37.65068
----------------------------------------------------------------
0 0030977334 MORTGAGORS: MILLER ROBERT
MILLER MARY
REGION CODE ADDRESS : 21411 MORESBY WAY
01 CITY : LAKE FOREST
STATE/ZIP : CA 92630
MORTGAGE AMOUNT : 283,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,126.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,583.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 70.75000
----------------------------------------------------------------
0 0030977391 MORTGAGORS: LAM LOREN
LAM LORETTA
REGION CODE ADDRESS : 207 SEASIDE DRIVE
01 CITY : MILPITAS
STATE/ZIP : CA 95035
MORTGAGE AMOUNT : 261,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,220.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,438.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,398,850.00
P & I AMT: 13,758.82
UPB AMT: 1,392,943.65
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 84
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030977862 MORTGAGORS: KING WALTER
REGION CODE ADDRESS : 252 POVERTY HOLLOW ROAD
01 CITY : REDDING
STATE/ZIP : CT 06896
MORTGAGE AMOUNT : 249,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,846.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,313.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030977870 MORTGAGORS: CHENG RONG-YAW
CHENG MEI-WERN
REGION CODE ADDRESS : 320 STANFORD AVENUE
01 CITY : FREMONT
STATE/ZIP : CA 94539
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,407.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,391.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 37.87327
----------------------------------------------------------------
0 0030977904 MORTGAGORS: SAYLOR KENNETH
SAYLOR GAIL
REGION CODE ADDRESS : 3875 CHARIOT CIRCLE
01 CITY : RESCUE
STATE/ZIP : CA 95672
MORTGAGE AMOUNT : 224,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 223,323.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,076.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030979306 MORTGAGORS: FORTUNATO VINCENT
REGION CODE ADDRESS : 328 MISSOURI STREET
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94107
MORTGAGE AMOUNT : 336,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 334,951.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,043.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030980775 MORTGAGORS: GOO EDWARD
GOO GRACE
REGION CODE ADDRESS : 53 VIA MALONA
01 CITY : RANCHO PALOS VERDES
STATE/ZIP : CA 90274
MORTGAGE AMOUNT : 247,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,245.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,272.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 28.39000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,316,600.00
P & I AMT: 12,097.97
UPB AMT: 1,311,774.22
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 85
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030980924 MORTGAGORS: YANG XINGBO
LI BO
REGION CODE ADDRESS : 6418 PASEO SANTA MARIA
01 CITY : PLEASANTON
STATE/ZIP : CA 94566
MORTGAGE AMOUNT : 304,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 303,101.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,861.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 71.27700
----------------------------------------------------------------
0 0030982250 MORTGAGORS: CHANG HSIANG-LING
CHANG TU AN-PING
REGION CODE ADDRESS : 180 STRATFORD DRIVE
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94132
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,211.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,247.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 63.29100
----------------------------------------------------------------
0 0030982334 MORTGAGORS: YUAN HSING
HSU JANEJANE
REGION CODE ADDRESS : 370 LOWER VINTNERS CIRCLE
01 CITY : FREMONT
STATE/ZIP : CA 94539
MORTGAGE AMOUNT : 374,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 373,281.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,497.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 65.11300
----------------------------------------------------------------
0 0030982375 MORTGAGORS: HORNG SYSHIN
YU HSIAOPING
REGION CODE ADDRESS : 14388 OKA ROAD
01 CITY : LOS GATOS
STATE/ZIP : CA 95032
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 348,954.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,269.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0030982854 MORTGAGORS: MATHEW CIBY
ABRAHAM SUSAN
REGION CODE ADDRESS : 894 CAPE DIAMOND DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95133
MORTGAGE AMOUNT : 220,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 219,342.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,055.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 69.84127
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,498,400.00
P & I AMT: 13,930.47
UPB AMT: 1,493,892.07
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 86
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030983217 MORTGAGORS: LARSON EDWARD
LARSON VIRGINIA
REGION CODE ADDRESS : 7204 CYPRESS HILL DRIVE
01 CITY : GAITHERSBURG
STATE/ZIP : MD 20879
MORTGAGE AMOUNT : 252,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,318.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.24500
----------------------------------------------------------------
0 0030984298 MORTGAGORS: LIVERNOIS MARC
LIVERNOIS SHARON
REGION CODE ADDRESS : 2795 CEDARIDGE DR.
01 CITY : MIDLAND
STATE/ZIP : MI 48640
MORTGAGE AMOUNT : 222,436.00 OPTION TO CONVERT :
UNPAID BALANCE : 222,436.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,062.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030984306 MORTGAGORS: COHEN ERIC
COHEN DONNA
REGION CODE ADDRESS : 6701 SW 125TH AVENUE
01 CITY : MIAMI
STATE/ZIP : FL 33183
MORTGAGE AMOUNT : 390,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 388,835.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,643.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 65.00000
----------------------------------------------------------------
0 0030984322 MORTGAGORS: HARTMAN GREGORY
HARTMAN SHIRLEY
REGION CODE ADDRESS : 6769 MCCORMICK WOODS DRIVE SW
01 CITY : PORT ORCHARD
STATE/ZIP : WA 98367
MORTGAGE AMOUNT : 274,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,890.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,603.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0030985980 MORTGAGORS: DAVIDSON PHILIP
DAVIDSON LORETTA
REGION CODE ADDRESS : 73 GALLUP HILL ROAD
01 CITY : LEDYARD
STATE/ZIP : CT 06339
MORTGAGE AMOUNT : 233,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 232,487.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,145.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,372,136.00
P & I AMT: 12,772.10
UPB AMT: 1,368,649.54
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 87
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030985998 MORTGAGORS: CRONIN JAMES
CRONIN MARY
REGION CODE ADDRESS : 38 ATLANTIC BEACH COURT
01 CITY : KIAWAH ISLAND
STATE/ZIP : SC 29455
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 497,003.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,670.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 43.47800
----------------------------------------------------------------
0 0030986012 MORTGAGORS: ALTMAN BENJAMIN
ALTMAN LISA
REGION CODE ADDRESS : LAKE DRIVE
01 CITY : PINEY FLATS
STATE/ZIP : TN 37686
MORTGAGE AMOUNT : 485,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 482,156.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,599.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 74.62000
----------------------------------------------------------------
0 0030986996 MORTGAGORS: SEARCY TRAVIS
SEARCY JOANN
REGION CODE ADDRESS : 2230 MONACO DRIVE
01 CITY : OXNARD
STATE/ZIP : CA 93035
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,125.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,786.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0030987010 MORTGAGORS: RAJYAGURU VRAJLAL
RAJYAGURU KALPANA
REGION CODE ADDRESS : 3631 DEVEREAUX COURT
01 CITY : ORLANDO
STATE/ZIP : FL 32837
MORTGAGE AMOUNT : 277,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 276,552.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,551.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 89.96800
----------------------------------------------------------------
0 0030987036 MORTGAGORS: OTT JAMES
OTT KRISTIE
REGION CODE ADDRESS : 22510 ROLLING HILLS LANE
01 CITY : YORBA LINDA
STATE/ZIP : CA 92887
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,086.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,702.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,854,400.00
P & I AMT: 17,310.77
UPB AMT: 1,845,924.48
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 88
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030988943 MORTGAGORS: BERNI RONALD
BERNI VICKI
REGION CODE ADDRESS : 1556 CHEROKEE ROAD
01 CITY : LOUISVILLE
STATE/ZIP : KY 40205
MORTGAGE AMOUNT : 244,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,314.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 59.51200
----------------------------------------------------------------
0 0030989511 MORTGAGORS: CHANG FU-SHIH
CHANG YU-JUNG
REGION CODE ADDRESS : 250 STANFORD AVENUE
01 CITY : FREMONT
STATE/ZIP : CA 94539
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 290,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,688.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 50.39090
----------------------------------------------------------------
0 0030990543 MORTGAGORS: BOWES PETER
BOWES DIANE
REGION CODE ADDRESS : NO. 9 WOODSTONE STREET
01 CITY : AMARILLO
STATE/ZIP : TX 79106
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,190.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,675.83 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030992515 MORTGAGORS: BAUER PHILLIP
BAUER NANCY
REGION CODE ADDRESS : 3911 BEAVER RUN DRIVE
01 CITY : LONG GROVE
STATE/ZIP : IL 60047
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,261.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,353.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 48.07600
----------------------------------------------------------------
0 0030995948 MORTGAGORS: SIPO SAID
SIPO JACKY
REGION CODE ADDRESS : 14594 ALKOSH RD
01 CITY : JAMUL
STATE/ZIP : CA 91935
MORTGAGE AMOUNT : 335,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 334,010.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,153.28 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 69.79100
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,399,000.00
P & I AMT: 13,184.86
UPB AMT: 1,396,462.49
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 89
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030995963 MORTGAGORS: HAUSER CHARLES
HAUSER LEAH
REGION CODE ADDRESS : 8 ANTIGUA COURT
01 CITY : SANTA FE
STATE/ZIP : NM 87505
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 238,545.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,224.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030996102 MORTGAGORS: BAUR DONALD
BAUR KATHERINE
REGION CODE ADDRESS : 2324 BLUEBONNET BOULEVARD
01 CITY : HOUSTON
STATE/ZIP : TX 77030
MORTGAGE AMOUNT : 231,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 229,768.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,110.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 63.16900
----------------------------------------------------------------
0 0030996110 MORTGAGORS: WAX JOSEPH
WAX JERRY
REGION CODE ADDRESS : 11 SUDBURY WAY
01 CITY : AVON
STATE/ZIP : CT 06001
MORTGAGE AMOUNT : 312,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,336.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,026.84 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 06/01/12
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030996128 MORTGAGORS: DURLAND WILLIAM
DURLAND PHYLLIS
REGION CODE ADDRESS : 1911 MILLERSVILLE PIKE
01 CITY : LANCASTER
STATE/ZIP : PA 17603
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 338,950.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,103.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030996136 MORTGAGORS: FIXLER ELLIOT
REGION CODE ADDRESS : 12 WOODED WAY
01 CITY : MAHOPAC
STATE/ZIP : NY 10541
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 273,440.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,667.89 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 73.33300
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,398,200.00
P & I AMT: 13,133.83
UPB AMT: 1,390,040.90
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 90
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030997514 MORTGAGORS: ULRICH WALTER
ULRICH ELIZABETH
REGION CODE ADDRESS : 3811 ABBEYWOOD DRIVE
01 CITY : PEARLAND
STATE/ZIP : TX 77584
MORTGAGE AMOUNT : 235,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 232,713.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,151.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/12
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.98700
----------------------------------------------------------------
0 0030997522 MORTGAGORS: PETERSON GEORGE
PETERSON LYNN
REGION CODE ADDRESS : 2501 BRIDLE PATH
01 CITY : AUSTIN
STATE/ZIP : TX 78703
MORTGAGE AMOUNT : 215,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 212,378.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,993.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 05/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 51.19000
----------------------------------------------------------------
0 0030997530 MORTGAGORS: RICHMAN DAVID
RICHMAN NANCY
REGION CODE ADDRESS : 45 LINKSLAND DRIVE
01 CITY : HUTCHINSON
STATE/ZIP : KS 06750
MORTGAGE AMOUNT : 215,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 212,999.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,013.98 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 05/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0030997548 MORTGAGORS: SAMMON LAURENCE
WALSH ANN
REGION CODE ADDRESS : 125 CHESTNUT ROAD
01 CITY : CHAPEL HILL
STATE/ZIP : NC 27514
MORTGAGE AMOUNT : 232,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 230,624.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,183.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030997555 MORTGAGORS: SOHA MICHAEL
SOHA TERRI
REGION CODE ADDRESS : 8255 KIRK DRIVE
01 CITY : COLORADO SPRINGS
STATE/ZIP : CO 80908
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,016.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,353.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 05/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 63.29100
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,148,250.00
P & I AMT: 10,695.17
UPB AMT: 1,135,732.75
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 91
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030999130 MORTGAGORS: HILGER NICHOLAS
CARNEY NANCY
REGION CODE ADDRESS : 784 BOAL PARKWAY
01 CITY : WINNETKA
STATE/ZIP : IL 60093
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 325,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,012.79 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 54.16600
----------------------------------------------------------------
0 0030999684 MORTGAGORS: FRICK WILLIAM
FRICK LAURA
REGION CODE ADDRESS : 4268 NUGGET LANE
01 CITY : VAIL
STATE/ZIP : CO 81657
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 498,506.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,670.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 41.66600
----------------------------------------------------------------
0 0031004039 MORTGAGORS: COLLINS THOMAS
COLLINS REBECCA
REGION CODE ADDRESS : 23 GREENSBURGH LANE
01 CITY : SAN ANSELMO
STATE/ZIP : CA 94960
MORTGAGE AMOUNT : 588,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 586,243.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,492.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 73.50000
----------------------------------------------------------------
0 0031004690 MORTGAGORS: DUMLER THOMAS
DUMLER LESLIE
REGION CODE ADDRESS : 62 HEATHROW LANE
01 CITY : SUGAR LAND
STATE/ZIP : TX 77479
MORTGAGE AMOUNT : 258,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,916.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,428.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 57.33333
----------------------------------------------------------------
0 0031004708 MORTGAGORS: STANBERRY BENNIE
REGION CODE ADDRESS : 508 MEODOWVIEW ROAD
01 CITY : HEALTH
STATE/ZIP : TX 75087
MORTGAGE AMOUNT : 220,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 219,335.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,039.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 66.66600
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,891,000.00
P & I AMT: 17,644.05
UPB AMT: 1,886,001.83
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 92
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031004716 MORTGAGORS: COYNE TONY
COYNE RITA
REGION CODE ADDRESS : 2374 ST. ANTON DRIVE
01 CITY : LODI
STATE/ZIP : CA 95242
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,103.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,802.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 79.78700
----------------------------------------------------------------
0 0031004724 MORTGAGORS: ZEMBAL THOMAS
ZEMBAL KATHLEEN
REGION CODE ADDRESS : 591 MONTCLAIR DRIVE
01 CITY : SANTA ROSA
STATE/ZIP : CA 95409
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,228.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,282.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 58.13953
----------------------------------------------------------------
0 0031004740 MORTGAGORS: MASSIE WILLIAM
MASSIE MELINDA
REGION CODE ADDRESS : 1621 ASHWOOD DRIVE
01 CITY : LEXINGTON
STATE/ZIP : KY 40502
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 324,039.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,059.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 59.09000
----------------------------------------------------------------
0 0031004799 MORTGAGORS: HSU ALLEN
HSU CINDY
REGION CODE ADDRESS : 11350 BUBB ROAD
01 CITY : CUPERTINO
STATE/ZIP : CA 95014
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 400,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,793.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 50.00000
----------------------------------------------------------------
0 0031004807 MORTGAGORS: GROVER ROBERT
GROVER DEBRA
REGION CODE ADDRESS : 304 VALLEY GATE ROAD
01 CITY : SIMI VALLEY
STATE/ZIP : CA 93065
MORTGAGE AMOUNT : 245,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 241,954.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,271.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 05/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,520,000.00
P & I AMT: 14,208.69
UPB AMT: 1,514,326.15
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 93
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031004815 MORTGAGORS: ALEXANDER DONALD
ALEXANDER ALICE
REGION CODE ADDRESS : 204 THE MAINE
01 CITY : WILLIAMSBURG
STATE/ZIP : VA 23185
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,290.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,259.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031004831 MORTGAGORS: CLARK VERNON
CLARK ELIANE
REGION CODE ADDRESS : 171 MYRON DRIVE
01 CITY : ZEPHYR COVE
STATE/ZIP : NV 89448
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,006.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,224.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031004849 MORTGAGORS: VADARI SUBRAMANIAN
VADARI ANUPAMA
REGION CODE ADDRESS : 15902 34TH AVENUE SE
01 CITY : MILL CREEK
STATE/ZIP : WA 98012
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,223.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,428.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031004856 MORTGAGORS: FOSTER GARY
FOSTER YVONNE
REGION CODE ADDRESS : 3181 OLD STAGE ROAD
01 CITY : CENTRAL POINT
STATE/ZIP : OR 97502
MORTGAGE AMOUNT : 308,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 304,364.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,921.23 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 05/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031004864 MORTGAGORS: AYALA VICTOR
AYALA PATRICIA
REGION CODE ADDRESS : 1811 EAGLE TRACE BLVD.
01 CITY : CORAL SPRINGS
STATE/ZIP : FL 33071
MORTGAGE AMOUNT : 248,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,251.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,299.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,396,000.00
P & I AMT: 13,132.77
UPB AMT: 1,389,136.28
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 94
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031004872 MORTGAGORS: AZZARETTO FRANK
AZZARETTO JANE
REGION CODE ADDRESS : 701 SOUTHWICK DRIVE
01 CITY : ALGONQUIN
STATE/ZIP : IL 60102
MORTGAGE AMOUNT : 228,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 227,303.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,097.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 89.76300
----------------------------------------------------------------
0 0031004930 MORTGAGORS: LEE PATRICK
LEE LISA
REGION CODE ADDRESS : 3000 JOY LAKE ROAD
01 CITY : RENO
STATE/ZIP : NV 89511
MORTGAGE AMOUNT : 303,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 302,842.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,837.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031005333 MORTGAGORS: KREMPASKY RICHARD
KREMPASKY PAMELA
REGION CODE ADDRESS : 13628 SW ASCENSION DRIVE
01 CITY : TIGARD
STATE/ZIP : OR 97223
MORTGAGE AMOUNT : 246,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,556.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,283.23 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.99300
----------------------------------------------------------------
0 0031005986 MORTGAGORS: GERSHFELD JULIAN-YURY
GERSHFELD ALANA
REGION CODE ADDRESS : 2412 JUPITER DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90046
MORTGAGE AMOUNT : 455,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 455,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,282.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 65.00000
----------------------------------------------------------------
0 0031006323 MORTGAGORS: ZELAYETA JOSEPH
ZELAYETA DOROTHY
REGION CODE ADDRESS : 23939 SE BONNIE LURE DRIVE
01 CITY : EAGLE CREEK
STATE/ZIP : OR 97022
MORTGAGE AMOUNT : 430,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 429,285.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,961.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 69.45100
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,663,650.00
P & I AMT: 15,462.08
UPB AMT: 1,659,987.84
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 95
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031008907 MORTGAGORS: SPENGEL JEAN
REGION CODE ADDRESS : 1611 ALTA LA JOLLA DRIVE
01 CITY : LA JOLLA
STATE/ZIP : CA 92037
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 373,842.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,423.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------
0 0031008964 MORTGAGORS: PLUMER FRED
PLUMBER DOROTHY
REGION CODE ADDRESS : 681 SETTLERS LANE
01 CITY : BRECKENRIDGE
STATE/ZIP : CO 80424
MORTGAGE AMOUNT : 263,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,152.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,446.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.98700
----------------------------------------------------------------
0 0031010291 MORTGAGORS: DES ROZIERS FRANCOIS
DES ROZIERS CORINNE
REGION CODE ADDRESS : 460 WEST BARRY
01 CITY : CHICAGO
STATE/ZIP : IL 60657
MORTGAGE AMOUNT : 233,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 233,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,159.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 64.72200
----------------------------------------------------------------
0 0031010457 MORTGAGORS: BONIOL CHRISTOPHER
REGION CODE ADDRESS : 444 LOUELLA AVENUE
01 CITY : RADNOR TOWNSHIP
STATE/ZIP : PA 19087
MORTGAGE AMOUNT : 303,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 301,480.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,941.47 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031011620 MORTGAGORS: HAMERLING JEFFREY
HAMERLING LESLIE
REGION CODE ADDRESS : 164 HALL DRIVE
01 CITY : ORINDA
STATE/ZIP : CA 94563
MORTGAGE AMOUNT : 322,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 322,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,984.98 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 53.66600
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,497,150.00
P & I AMT: 13,956.48
UPB AMT: 1,493,475.40
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 96
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031011638 MORTGAGORS: HO KUOBIN
WU CHAO
REGION CODE ADDRESS : 127 OLD GLORY COURT
01 CITY : FREMONT
STATE/ZIP : CA 94539
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 310,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,940.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 60.19400
----------------------------------------------------------------
0 0031012578 MORTGAGORS: CIACIURA FIROUZEH
CIACIURA GREG
REGION CODE ADDRESS : 2215 WEST MCLEAN AVE
01 CITY : CHICAGO
STATE/ZIP : IL 60647
MORTGAGE AMOUNT : 236,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 236,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,221.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031012586 MORTGAGORS: MORIARTY CATHERINE
MOLONEY JOHN
REGION CODE ADDRESS : 220 SOUTH BELMONT AVENUE
01 CITY : ARLINGTON HEIGHTS
STATE/ZIP : IL 60005
MORTGAGE AMOUNT : 248,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,306.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031012917 MORTGAGORS: LARA JOHN
LARA SUSIE
REGION CODE ADDRESS : 3879 DE LA CRUZ BLVD
01 CITY : SANTA CLARA
STATE/ZIP : CA 95054
MORTGAGE AMOUNT : 237,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 236,299.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,230.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 76.45100
----------------------------------------------------------------
0 0031012925 MORTGAGORS: HARGETT MARK
HARGETT CINDY
REGION CODE ADDRESS : 15732 LEBANON CRITTENDEN ROAD
01 CITY : CRITTENDEN
STATE/ZIP : KY 41030
MORTGAGE AMOUNT : 247,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,752.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,294.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,279,300.00
P & I AMT: 11,993.20
UPB AMT: 1,277,852.32
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 97
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031013006 MORTGAGORS: DRAGO ANTHONY
DRAGO KATHLEEN
REGION CODE ADDRESS : 1331 DUNNOCK WAY
01 CITY : SUNNYVALE
STATE/ZIP : CA 94087
MORTGAGE AMOUNT : 238,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,312.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,274.46 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 62.46700
----------------------------------------------------------------
0 0031013022 MORTGAGORS: SHAH HIMANSU
SHAH MITA
REGION CODE ADDRESS : 4031 EAST REGENCY AVENUE
01 CITY : ORANGE
STATE/ZIP : CA 92667
MORTGAGE AMOUNT : 386,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 386,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,637.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031013030 MORTGAGORS: LONG RUSSEL
CAMERON-LONG SANDRA
REGION CODE ADDRESS : 30836 CASILINA DRIVE
01 CITY : RANCHO PALOS VERDES
STATE/ZIP : CA 90275
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 310,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,895.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 72.09300
----------------------------------------------------------------
0 0031016306 MORTGAGORS: SMITH STEVEN
REGION CODE ADDRESS : 208 SE 45TH STREET
01 CITY : CAPE CORAL
STATE/ZIP : FL 33904
MORTGAGE AMOUNT : 92,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 92,044.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 908.92 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 08/01/12
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031016900 MORTGAGORS: HILLMAN DAVID
HILLMAN SHERRI
REGION CODE ADDRESS : 184 CHARLEY DAY DRIVE
01 CITY : BRIDGEPORT
STATE/ZIP : CA 93517
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,655.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,306,700.00
P & I AMT: 12,371.93
UPB AMT: 1,305,757.08
<PAGE>
1 GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/97
P.O. BOX 5260 TMS AG0004971015 00 01 04
PAGE: 98
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031016934 MORTGAGORS: CHAN EILEEN
OW GARY
REGION CODE ADDRESS : 1298 FILBERT STREET
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94109
MORTGAGE AMOUNT : 460,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 457,212.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,264.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 52.57100
----------------------------------------------------------------
0 0031017833 MORTGAGORS: ANG JOHNNY
ANG MILA
REGION CODE ADDRESS : 2079 EAST WOODLYN ROAD
01 CITY : PASADENA
STATE/ZIP : CA 91104
MORTGAGE AMOUNT : 289,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,699.64 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 85.00000
----------------------------------------------------------------
0 0031018187 MORTGAGORS: YAO YI-TING
WANG HUI-CHUAN
REGION CODE ADDRESS : 5027 CARDUCCI DRIVE
01 CITY : PLEASANTON
STATE/ZIP : CA 94588
MORTGAGE AMOUNT : 301,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 301,650.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,817.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 79.98900
----------------------------------------------------------------
0 0031018401 MORTGAGORS: RIVERA SALVADOR
RIVERA JEAN
REGION CODE ADDRESS : 2962 BURDECK DRIVE
01 CITY : OAKLAND
STATE/ZIP : CA 94602
MORTGAGE AMOUNT : 247,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,342.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 73.51100
----------------------------------------------------------------
0 0031022171 MORTGAGORS: SCHAFER ALBERT
WALLACE JANET
REGION CODE ADDRESS : 25081 SAUSALITO ST
01 CITY : LAGUNA HILLS
STATE/ZIP : CA 92653
MORTGAGE AMOUNT : 269,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,200.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,553.23 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 09/01/12
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 79.17600
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,566,850.00
P & I AMT: 14,677.60
UPB AMT: 1,564,062.80
0 TOTAL NUM OF LOANS: 490
LOAN AMT: 156,237,596.55
P & I AMT: 1,463,887.56
UPB AMT: 155,033,107.81
<PAGE>
EXHIBIT D
FORM OF SERVICER'S CERTIFICATE
________________, ______
(month) (year)
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC Multi-Class Pass-Through Certificates,
Series 1997-10
Pursuant to the Pooling and Servicing Agreement dated
as of September 1, 1997 (the "Agreement") between GE Capital
Mortgage Services, Inc. (the "Company"), and State Street Bank
and Trust Company (the "Trustee"), governing the Certificates
referred to above, the Company hereby certifies to the Trustee:
With respect to the Agreement and as of the
Determination Date for this month:
A. Mortgage Loan Information:
(1) Aggregate Scheduled Monthly
Payments:
(a) Principal $________
(b) Interest $________
(c) Total $________
(2) Aggregate Monthly Payments
received and Monthly Advances
made this Month:
(a) Principal $________
(b) Interest $________
(c) Total $________
(3) Aggregate Principal Prepayments
in part received and applied in
the applicable Prepayment Period:
(a) Principal $________
(b) Interest $________
(c) Total $________
<PAGE>
(4) Aggregate Principal Prepayments
in full received in
the applicable Prepayment
Period:
(a) Principal $________
(b) Interest $________
(c) Total $________
(5) Aggregate Insurance Proceeds
(including purchases of
Mortgage Loans by primary
mortgage insurers) for
prior month:
(a) Principal $________
(b) Interest $________
(c) Total $________
(6) Aggregate Liquidation
Proceeds for prior month:
(a) Principal $________
(b) Interest $________
(c) Total $________
(7) Aggregate Purchase Prices for
Defaulted and Modified
Mortgage Loans:
(a) Principal $________
(b) Interest $________
(c) Total $________
(8) Aggregate Purchase Prices
(and substitution adjustments)
for Defective Mortgage Loans:
(a) Principal $________
(b) Interest $________
(c) Total $________
(9) Pool Scheduled Principal
Balance: $________
(10) Available Funds: $________
(11) Realized Losses for
prior month: $________
<PAGE>
(12) Aggregate Realized
Losses and Debt
Service Reductions:
(a) Deficient Valuations $________
(b) Special Hazard
Losses $________
(c) Fraud Losses $________
(d) Excess Bankruptcy
Losses $________
(e) Excess Special
Hazard Losses $________
(f) Excess Fraud
Losses $________
(g) Debt Service
Reductions $________
(13) Compensating Interest Payment: $________
(14) Accrued Certificate Interest,
Unpaid Class Interest Shortfalls
and Pay-out Rate:
Class A1 $__________ $__________ ____%
Class A2 $__________ $__________ ____%
Class A3 $__________ $__________ ____%
Class A4 $__________ $__________ ____%
Class A5 $__________ $__________ ____%
Class A6 $__________ $__________ ____%
Class M $__________ $__________ ____%
Class B1 $__________ $__________ ____%
Class B2 $__________ $__________ ____%
Class B3 $__________ $__________ ____%
Class B4 $__________ $__________ ____%
Class B5 $__________ $__________ ____%
Class R $__________ $__________ ____%
Class S $__________ $__________ ____%
(15) Principal distributable:
Class A1 $__________
Class A2 $__________
Class A3 $__________
Class A4 $__________
Class A5 $__________
Class A6 $__________
Class PO $__________
Class M $__________
Class B1 $__________
Class B2 $__________
Class B3 $__________
Class B4 $__________
<PAGE>
Class B5 $__________
Class R $__________
(16) Additional distributions to
the Class R Certificate
pursuant to Section 4.01(b): $_____________
(17) Certificate Interest Rate of:
Class S Certificates _____________%
B. Other Amounts:
1. Senior Percentage for such
Distribution Date: _____________%
2. Category A Percentage
for such Distribution Date: _____________%
3. Category B Percentage
for such Distribution Date: _____________%
4. Senior Prepayment Percentage
for such Distribution Date: _____________%
5. Junior Percentage
for such Distribution Date: _____________%
6. Junior Prepayment Percentage
for such Distribution Date: _____________%
7. Class A6 Percentage: _____________%
8. Class A6 Prepayment
Distribution Percentage: _____________%
9. Subordinate Certificate
Writedown Amount for
such Distribution Date: $_____________
10. Prepayment Distribution
Triggers satisfied: Yes No
Class B1 _____ _____
Class B2 _____ _____
Class B3 _____ _____
Class B4 _____ _____
Class B5 _____ _____
Capitalized terms used in this Certificate shall have the same
meanings as in the Agreement.
<PAGE>
EXHIBIT E
FORM OF TRANSFER CERTIFICATE AS TO ERISA MATTERS FOR
DEFINITIVE ERISA-RESTRICTED CERTIFICATES
State Street Bank and Trust Company
Corporate Trust Department
225 Franklin Street
Boston, Massachusetts 02110
[NAME OF OFFICER] ______________________ hereby certifies
that:
1. That he [she] is [title of officer] _________________ of
[name of Investor] _______________________________________ (the
"Investor"), a ________________________ [description of type of
entity] duly organized and existing under the laws of the [State
of ____________] [United States], on behalf of which he [she]
makes this affidavit.
2. The Investor (i) is not, and on ________________ [insert
date of transfer of Certificate to Investor] will not be, and on
such date will not be investing the funds of, an employee benefit
plan subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or a plan subject to Section 4975 of
the Code or (ii) is an insurance company investing assets of its
general account and the exemptions provided by Section III(a) of
Department of Labor Prohibited Transaction Class Exemption 95-60,
60 Fed. Reg. 35925 (July 12, 1995) (the "Exemptions") apply to
the Investor's acquisition and holding or any ERISA-Restricted
Certificate.
3. The Investor hereby acknowledges that under the terms of
the Pooling and Servicing Agreement (the "Agreement") between
State Street Bank and Trust Company, as Trustee and GE Capital
Mortgage Services, Inc., dated as of September 1, 1997, no
transfer of any ERISA-Restricted Certificate shall be permitted
to be made to any person unless the Trustee has received (i) a
certificate from such transferee to the effect that (x) such
transferee is not an employee benefit plan subject to ERISA or a
plan subject to Section 4975 of the Code (a "Plan") and is not
using the assets of any such employee benefit or other plan to
acquire any such Certificate or (y) such transferee is an
insurance company investing assets of its general account and the
Exemptions apply to such transferee's acquisition and holding of
any such Certificate or (ii) an opinion of counsel satisfactory
to the Trustee to the effect that the purchase and holding of any
such Certificate will not constitute or result in the assets of
the Trust Fund created by the Agreement being deemed to be "plan
assets" and subject to the prohibited transaction provisions of
ERISA or Section 4975 of the Code and will not subject the
<PAGE>
Trustee or the Company to any obligation in addition to those
undertaken in the Agreement (provided, however, that the Trustee
will not require such certificate or opinion in the event that,
as a result of change of law or otherwise, counsel satisfactory
to the Trustee has rendered an opinion to the effect that the
purchase and holding of any such Certificate by a Plan or a
Person that is purchasing or holding any such Certificate with
the assets of a Plan will not constitute or result in a
prohibited transaction under ERISA or Section 4975 of the Code).
[4. The ERISA-Restricted Certificates shall be registered
in the name of ______________________________________________ as
nominee for the Investor.]
IN WITNESS WHEREOF, the Investor has caused this instrument
to be executed on its behalf, pursuant to authority of its Board
of Directors, by its [title of officer] __________________ and
its corporate seal to be hereunder attached, attested by its
[Assistant] Secretary, this ____ day of _________, 199_.
_____________________________
[name of Investor]
By:__________________________
Name:
Title:
The undersigned hereby
acknowledges that it is holding
and will hold the ERISA-Restricted
Certificates at the exclusive
direction of and as nominee of
the Investor named above.
_______________________________
[name of nominee]
By:____________________________
Name:
Title:
<PAGE>
EXHIBIT F
FORM OF RESIDUAL CERTIFICATE TRANSFEREE AFFIDAVIT
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], _________________ being first duly
sworn, deposes and says:
1. That he [she] is [title of officer] ___________
_____________ of [name of Purchaser] ________________________
_________________ (the "Purchaser"), a _______________________
[description of type of entity] duly organized and existing under
the laws of the [State of __________] [United States], on behalf
of which he [she] makes this affidavit.
2. That the Purchaser's Taxpayer Identification
Number is [ ].
3. That the Purchaser is not a "disqualified
organization" within the meaning of Section 860E(e)(5) of the
Internal Revenue Code of 1986, as amended (the "Code") and will
not be a "disqualified organization" as of [date of transfer],
and that the Purchaser is not acquiring a Residual Certificate
(as defined below) for the account of, or as agent (including a
broker, nominee, or other middleman) for, any person or entity
from which it has not received an affidavit substantially in the
form of this affidavit. For these purposes, a "disqualified
organization" means the United States, any state or political
subdivision thereof, any foreign government, any international
organization, any agency or instrumentality of any of the
foregoing (other than an instrumentality if all of its activities
are subject to tax and a majority of its board of directors is
not selected by such governmental entity), any cooperative
organization furnishing electric energy or providing telephone
service to persons in rural areas as described in Code Section
1381(a)(2)(C), or any organization (other than a farmers'
cooperative described in Code Section 521) that is exempt from
federal income tax unless such organization is subject to the tax
on unrelated business income imposed by Code Section 511. As used
herein, "Residual Certificate" means any Certificate designated
as a "Class R Certificate" of GE Capital Mortgage Services,
Inc.'s REMIC Multi-Class Pass-Through Certificates, Series
1997-7.
4. That the Purchaser is not, and on __________
[insert date of transfer of Residual Certificate to Purchaser]
will not be, and is not and on such date will not be investing
<PAGE>
the assets of, an employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or
a plan subject to Code Section 4975 or a person or entity that is
using the assets of any employee benefit plan or other plan to
acquire a Residual Certificate.
5. That the Purchaser hereby acknowledges that under
the terms of the Pooling and Servicing Agreement (the
"Agreement") between State Street Bank and Trust Company, as
Trustee, and GE Capital Mortgage Services, Inc. dated as of
September 1, 1997, no transfer of the Residual Certificates shall
be permitted to be made to any person unless the Trustee has
received a certificate from such transferee to the effect that
such transferee is not an employee benefit plan subject to ERISA
or a plan subject to Section 4975 of the Code and is not using
the assets of any employee benefit plan or other plan to acquire
Residual Certificates.
6. That the Purchaser does not hold REMIC residual
securities as nominee to facilitate the clearance and settlement
of such securities through electronic book-entry changes in
accounts of participating organizations (such entity, a
"Book-Entry Nominee").
7. That the Purchaser does not have the intention to
impede the assessment or collection of any federal, state or
local taxes legally required to be paid with respect to such
Residual Certificate.
8. That the Purchaser will not transfer a Residual
Certificate to any person or entity (i) as to which the Purchaser
has actual knowledge that the requirements set forth in paragraph
3, paragraph 6 or paragraph 10 hereof are not satisfied or that
the Purchaser has reason to believe does not satisfy the
requirements set forth in paragraph 7 hereof, and (ii) without
obtaining from the prospective Purchaser an affidavit
substantially in this form and providing to the Trustee a written
statement substantially in the form of Exhibit G to the
Agreement.
9. That the Purchaser understands that, as the holder
of a Residual Certificate, the Purchaser may incur tax
liabilities in excess of any cash flows generated by the interest
and that it intends to pay taxes associated with holding such
Residual Certificate as they become due.
10. That the Purchaser (i) is not a Non-U.S. Person or
(ii) is a Non-U.S. Person that holds a Residual Certificate in
connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trustee
with an effective Internal Revenue Service Form 4224 or successor
form at the time and in the manner required by the Code or (iii)
<PAGE>
is a Non-U.S. Person that has delivered to both the transferor
and the Trustee an opinion of a nationally recognized tax counsel
to the effect that the transfer of such Residual Certificate to
it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of a
Residual Certificate will not be disregarded for federal income
tax purposes. "Non-U.S. Person" means an individual, corporation,
partnership or other person other than a citizen or resident of
the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or
any political subdivision thereof, or an estate or trust that is
subject to U.S. federal income tax regardless of the source of
its income.
11. That the Purchaser agrees to such amendments of
the Pooling and Servicing Agreement as may be required to further
effectuate the restrictions on transfer of any Residual
Certificate to such a "disqualified organization," an agent
thereof, a Book-Entry Nominee, or a person that does not satisfy
the requirements of paragraph 7 and paragraph 10 hereof.
12. That the Purchaser consents to the designation of
the Company as its agent to act as "tax matters person" of the
Trust Fund, as applicable, pursuant to the Pooling and Servicing
Agreement.
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this
instrument to be executed on its behalf, pursuant to authority of
its Board of Directors, by its [title of officer] this _____ day
of __________, 19__.
_________________________________
[name of Purchaser]
By:______________________________
Name:
Title:
Personally appeared before me the above-named [name of
officer] ________________, known or proved to me to be the same
person who executed the foregoing instrument and to be the [title
of officer] _________________ of the Purchaser, and acknowledged
to me that he [she] executed the same as his [her] free act and
deed and the free act and deed of the Purchaser.
Subscribed and sworn before me this _____ day of
__________, 19__.
NOTARY PUBLIC
______________________________
COUNTY OF_____________________
STATE OF______________________
My commission expires the _____ day of __________, 19__.
<PAGE>
EXHIBIT G
[LETTER FROM TRANSFEROR OF RESIDUAL CERTIFICATE]
___________________
Date
State Street Bank and Trust Company
Corporate Trust Department
225 Franklin Street
8th Floor
Boston, Massachusetts 02110
Re: GE Capital Mortgage Services, Inc.
REMIC Multi-Class Pass-Through
Certificates, Series 1997-10
Ladies and Gentlemen:
_______________________ (the "Transferor") has
reviewed the attached affidavit of _____________________________
(the "Transferee"), and has no actual knowledge that such
affidavit is not true and has no reason to believe that the
information contained in paragraph 7 thereof is not true, and has
no reason to believe that the Transferee has the intention to
impede the assessment or collection of any federal, state or
local taxes legally required to be paid with respect to a
Residual Certificate. In addition, the Transferor has conducted a
reasonable investigation at the time of the transfer and found
that the Transferee had historically paid its debts as they came
due and found no significant evidence to indicate that the
Transferee will not continue to pay its debts as they become due.
Very truly yours,
_____________________________
Name:
Title:
<PAGE>
EXHIBIT H
ADDITIONAL SERVICER COMPENSATION
QUALIFIED ADMINISTRATIVE EXPENSES
(Conventional, Non-Conforming Loans)
Assumption Fees $550 - $800
Late Charges Per Loan Documents
Appraisal/Inspection Fees Reasonable and Customary
Charges
Partial Release Fees $300
Easements $150
Insufficient Funds Charges $15
Document Requests
(copies of loan file documents,
additional pay-off quotations,
amortization schedules, payment
histories) $0
Modification Fees Reasonable and Customary
Charges
<PAGE>
EXHIBIT I
FORM OF INVESTMENT LETTER FOR
DEFINITIVE RESTRICTED CERTIFICATES
_________________
Date
State Street Bank and Trust Company
Corporate Trust Department
225 Franklin Street
8th Floor
Boston, Massachusetts 02110
Re: GE Capital Mortgage Services, Inc.
REMIC Multi-Class Pass Through
Certificates, Series 1997-10
Ladies and Gentlemen:
1. The undersigned, a [title of officer] _______________ of
[name of Investor] _________________________________________ (the
"Investor"), a ____________________________ [description of type
of entity] duly organized and existing under the laws of the
[State of __________________] [United States], hereby certifies
as follows:
2. The Investor hereby acknowledges that under the terms of
the Pooling and Servicing Agreement between State Street Bank and
Trust Company, as Trustee, and GE Capital Mortgage Services, Inc.
(the "Company"), dated as of September 1, 1997 (the "Agreement"),
no transfer of a Restricted Certificate may be made unless such
transfer is exempt from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"), and
any applicable state securities laws, or is made in accordance
with the Securities Act and such laws.
3. The Investor understands that (a) the Restricted
Certificates have not been and will not be registered or
qualified under the Securities Act, or the securities laws of any
state, (b) neither the Company nor the Trustee is required, and
neither intends, to so register or qualify the Restricted
Certificates, (c) the Restricted Certificates cannot be resold
unless (i) they are registered and qualified under the Securities
Act and the applicable state securities laws or (ii) such sale is
exempt from the requirements of the Securities Act, (d) the
Agreement contains restrictions regarding the transfer of the
Restricted Certificates and (e) the Restricted Certificates will
bear a legend to the foregoing effect.
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4. The Investor is acquiring the Restricted Certificates
for its own account for investment only and not with a view to or
for sale or other transfer in connection with any distribution of
the Restricted Certificates in any manner that would violate the
Securities Act or any applicable state securities laws.
5. The investor (a) is a substantial, sophisticated
institutional investor having such knowledge and experience in
financial and business matters, and in particular in such matters
related to securities similar to the Restricted Certificates,
such that it is capable of evaluating the merits and risks of
investment in the Restricted Certificates, (b) is able to bear
the economic risks of such an investment and (c) is an
"accredited investor" within the meaning of Rule 501(a)(1), (2),
(3) or (7) promulgated pursuant to the Securities Act.
6. The Investor will not authorize nor has it authorized
any person to (a) offer, pledge, sell, dispose of or otherwise
transfer any Restricted Certificate, any interest in any
Restricted Certificate or any other similar security to any
person in any manner, (b) solicit any offer to buy or to accept a
pledge, disposition or other transfer of any Restricted
Certificate, any interest in any Restricted Certificate or any
other similar security from any person in any manner, (c)
otherwise approach or negotiate with respect to any Restricted
Certificate, any interest in any Restricted Certificate or any
other similar security with any person in any manner, (d) make
any general solicitation by means of general advertising or in
any other manner, or (e) take any other action that would
constitute a distribution of any Restricted Certificate under the
Securities Act, that would render the disposition of any
Restricted Certificate a violation of Section 5 of the Securities
Act or any state securities law, or that could require
registration or qualification pursuant thereto. Neither the
Investor nor anyone acting on its behalf has offered the
Restricted Certificates for sale or made any general solicitation
by means of general advertising or in any other manner with
respect to the Restricted Certificates. The Investor will not
sell or otherwise transfer any of the Restricted Certificates,
except in compliance with the provisions of the Agreement.
7. If an Investor in a Restricted Certificate sells or
otherwise transfers any such Certificate to a transferee other
than a "qualified institutional buyer" under Rule 144A of the
Securities Act, such Investor will obtain (a) from any subsequent
purchaser the same certifications, representations, warranties
and covenants contained in the foregoing paragraphs and in this
paragraph or (b) an opinion of counsel in form and substance
satisfactory to the Trustee pursuant to the Agreement.
8. The Investor hereby indemnifies the Trustee and the
Company against any liability that may result if the Investor's
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transfer of a Restricted Certificate (or any portion thereof) is
not exempt from the registration requirements of the Securities
Act and any applicable state securities laws or is not made in
accordance with such federal and state laws. Such indemnification
of the Trustee and the Company shall survive the termination of
the Agreement.
[9. The Restricted Certificates shall be registered in the
name of _____________________________ as nominee for the
Investor.]
IN WITNESS WHEREOF, the Investor has caused this
instrument to be executed on its behalf, pursuant to authority of
its Board of Directors, by its [title of officer] _____________
this _____ day of __________, 19__.
_________________________________
[name of Investor]
By:______________________________
Name:
Title:
The undersigned hereby
acknowledges that it is holding
and will hold the Restricted
Certificates at the exclusive
direction of and as nominee
of the Investor named above.
_____________________________
[name of nominee]
By:__________________________
Name:
Title:
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EXHIBIT J
FORM OF DISTRIBUTION DATE STATEMENT
________________, ______
(month) (year)
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC Multi-Class Pass-Through Certificates,
Series 1997-10
Pursuant to the Pooling and Servicing Agreement dated
as of September 1, 1997 (the "Agreement") between GE Capital
Mortgage Services, Inc. (the "Company"), and State Street Bank
and Trust Company (the "Trustee"), governing the Certificates
referred to above, the Company hereby certifies to the Trustee:
With respect to the Agreement and as of the
Determination Date for this month:
The amounts below are for a Single Certificate of
$1,000:
(1) Amount of distribution
allocable to principal:
Class A1 $__________
Class A2 $__________
Class A3 $__________
Class A4 $__________
Class A5 $__________
Class A6 $__________
Class PO $__________
Class M $__________
Class B1 $__________
Class B2 $__________
Class B3 $__________
Class B4 $__________
Class B5 $__________
Class R $__________
(2) Aggregate principal prepayments
included in distribution:
Class A1 $__________
Class A2 $__________
Class A3 $__________
Class A4 $__________
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Class A5 $__________
Class A6 $__________
Class PO $__________
Class M $__________
Class B1 $__________
Class B2 $__________
Class B3 $__________
Class B4 $__________
Class B5 $__________
Class R $__________
(3) Amount of distribution
allocable to interest;
Pay-out Rate:
Class A1 $__________ ____%
Class A2 $__________ ____%
Class A3 $__________ ____%
Class A4 $__________ ____%
Class A5 $__________ ____%
Class A6 $__________ ____%
Class M $__________ ____%
Class B1 $__________ ____%
Class B2 $__________ ____%
Class B3 $__________ ____%
Class B4 $__________ ____%
Class B5 $__________ ____%
Class R $__________ ____%
Class S $__________ ____%
(4) Servicing Compensation: $__________
The amounts below are for the aggregate of all
Certificates:
(5) Pool Scheduled Principal
Balance; number of
Mortgage Loans: $__________ __________
(6) Class Certificate Principal
Balance (or Notional Principal
Balance) of each Class;
Certificate Principal Balance
(or Notional Principal Balance)
of Single Certificate of each
Class:
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Single
Certificate
Class Balance Balance
Class A1 $__________ $__________
Class A2 $__________ $__________
Class A3 $__________ $__________
Class A4 $__________ $__________
Class A5 $__________ $__________
Class A6 $__________ $__________
Class PO $__________ $__________
Class M $__________ $__________
Class B1 $__________ $__________
Class B2 $__________ $__________
Class B3 $__________ $__________
Class B4 $__________ $__________
Class B5 $__________ $__________
Class R $__________ $__________
Class S $__________ $__________
(7) Book value of real estate acquired on behalf of
Certificate-holders; number of related Mortgage
Loans:
$__________ __________
(8) Aggregate Scheduled Principal
Balance and number of
delinquent Mortgage Loans:
30-59 days delinquent $__________ __________
60-89 days delinquent $__________ __________
90 or more days delinquent $__________ __________
In foreclosure $__________ __________
(9) Aggregate Scheduled
Principal Balance and
number of replaced
Mortgage Loans: $__________ __________
(10) Aggregate Scheduled
Principal Balance and
number of modified
Mortgage Loans: $__________ __________
(11) Certificate Interest Rate of:
Class S Certificates __________%
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(12) Senior Percentage for such
Distribution Date: __________%
(13) Category A Percentage
for such Distribution Date: __________%
(14) Category B Percentage
for such Distribution Date: __________%
(15) Senior Prepayment Percentage
for such Distribution Date: __________%
(16) Class A6 Percentage: __________%
(17) Class A6 Prepayment Distribution
Percentage: __________%
(18) Junior Percentage for
such Distribution Date: __________%
(19) Junior Prepayment Percentage
for such Distribution Date: __________%
Capitalized terms used in this Statement shall have the same
meanings as in the Agreement.
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EXHIBIT K
FORM OF SPECIAL SERVICING
AND COLLATERAL FUND AGREEMENT
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the
"Agreement") is made and entered into as of ____________________,
199_, between GE Capital Mortgage Services, Inc. (the "Company")
and _____________________________ (the "Purchaser").
PRELIMINARY STATEMENT
___________________________ or an affiliate thereof is the
holder of the entire interest in REMIC Multi-Class Pass-Through
Certificates, Series 199_-__, Class B_ (the "Class B_
Certificates"). The Class B_ Certificates were issued pursuant to
a Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement") dated as of ________ 1, 199_ between the Company (in
its capacity as servicer thereunder, the "Servicer") and State
Street Bank and Trust Company as Trustee.
____________________________ or an affiliate thereof
intends to resell all of the Class B_ Certificates directly to
the Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have
agreed that the Company, as Servicer, will engage in certain
special servicing procedures relating to foreclosures for the
benefit of the Purchaser, and that the Purchaser will deposit
funds in a collateral fund to cover any losses attributable to
such procedures as well as all advances and costs in connection
therewith, as set forth herein.
[The parties hereto have further agreed that the Purchaser
will have no rights, and the Company will have no obligations
under this Agreement until the Class Certificate Principal
Balance of the REMIC Multi-Class Pass-Through Certificates,
Series 199_-__, Class B5 (the "Class B5 Certificates") has been
reduced to zero, and any Special Servicing and Collateral Fund
Agreement in respect of such Class between the Company and the
Purchaser has been terminated.]
In consideration of the mutual agreements herein contained,
the receipt and sufficiency of which are hereby acknowledged, the
Company and the Purchaser agree that the following provisions
shall become effective and shall be binding on and enforceable by
the Company and the Purchaser upon the acquisition by the
Purchaser of the Class B_ Certificates.
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ARTICLE I
DEFINITIONS
Section 1.01. Defined Terms. Whenever used in this
Agreement, the following words and phrases, unless the context
otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday
of (ii) a day on which banking institutions in New York City or
Boston, Massachusetts are required or authorized by law or
executive order to be closed.
Collateral Fund: The fund established and maintained
pursuant to Section 3.01 hereof.
Collateral Fund Permitted Investments: Either (i)
obligations of, or obligations fully guaranteed as to principal
and interest by, the United States, or any agency or
instrumentality thereof, provided such obligations are backed by
the full faith and credit of the United States, (ii) repurchase
agreements on obligations specified in clause (i) provided that
the unsecured obligations of the party agreeing to repurchase
such obligations are at the time rated by each Rating Agency in
the highest long-term rating category, (iii) federal funds,
certificates of deposit, time deposits and banker's acceptances
of any U.S. depository institution or trust company incorporated
under the laws of the United States or any state provided that
the debt obligations of such depository institution or trust
company at the date of acquisition thereof have been rated by
each Rating Agency in the highest long-term rating category, (iv)
commercial paper of any corporation incorporated under the laws
of the United States or any state thereof which on the date of
acquisition has the highest short term rating of each Rating
Agency, and (v) other obligations or securities that are
acceptable to each Rating Agency as a Collateral Fund Permitted
Investment hereunder and will not, as evidenced in writing,
result in a reduction or withdrawal in the then current rating of
the Certificates and, for each of the preceding clauses, the
maturity thereof shall be not later than the earlier to occur of
(A) 30 days from the date of the related investment and (B) the
Business Day preceding the next succeeding Distribution Date.
Commencement of Foreclosure: The first official action
required under local law in order to commence foreclosure
proceedings or to schedule a trustee's sale under a deed of
trust, including (i) in the case of a mortgage, any filing or
service of process necessary to commence an action to foreclose,
or (ii) in the case of a deed of trust, the posting, publishing,
filing or delivery of a notice of sale, but not including in
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either case (x) any notice of default, notice of intent to
foreclose or sell or any other action prerequisite to the actions
specified in (i) or (ii) above and, upon the consent of the
Purchaser which will be deemed given unless expressly withheld
within two Business Days of notification, (y) the acceptance of a
deed-in-lieu of foreclosure (whether in connection with a sale of
the related property or otherwise) or (z) initiation and
completion of a short pay-off.
Current Appraisal: With respect to any Mortgage Loan as to
which the Purchaser has made an Election to Delay Foreclosure, an
appraisal of the related Mortgaged Property obtained by the
Purchaser as nearly contemporaneously as practicable to the time
of the Purchaser's election, prepared based on the Company's
customary requirements for such appraisals.
Election to Delay Foreclosure: Any election by the
Purchaser to delay the Commencement of Foreclosure, made in
accordance with Section 2.02(b).
Election to Foreclose: Any election by the Purchaser to
proceed with the Commencement of Foreclosure, made in accordance
with Section 2.03(a).
Required Collateral Fund Balance: As of any date of
determination, an amount equal to the aggregate of all amounts
previously required to be deposited in the Collateral Fund
pursuant to Section 2.02(d) (after adjustments for all
withdrawals and deposits prior to such date pursuant to Section
2.02(e)) and Section 2.03(b) (after adjustment for all
withdrawals and deposits prior to such date pursuant to Section
2.03(c)) and Section 3.02, reduced by all withdrawals therefrom
prior to such date pursuant to Section 2.02(g) and Section
2.03(d).
Section 1.02. Definitions Incorporated by Reference. All
capitalized terms not otherwise defined in this Agreement shall
have the meanings assigned in the Pooling and Servicing
Agreement.
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ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01. Reports and Notices.
(a) In connection with the performance of its duties under
the Pooling and Servicing Agreement relating to the realization
upon defaulted Mortgage Loans, the Company as Servicer shall
provide to the Purchaser the following notices and reports:
(i) Within five Business Days after each Distribution
Date (or included in or with the monthly statements to
Certificateholders pursuant to the Pooling and Servicing
Agreement), the Company, as Servicer, shall provide to the
Purchaser a report, using the same methodology and
calculations in its standard servicing reports, indicating
for the Trust Fund the number of Mortgage Loans that are
(A) thirty days, (B) sixty days, (C) ninety days or more
delinquent or (D) in foreclosure, and indicating for each
such Mortgage Loan the loan number and outstanding
principal balance.
(ii) Prior to the Commencement of Foreclosure in
connection with any Mortgage Loan, the Company shall
provide the Purchaser with a notice (sent by facsimile
transmission) of such proposed and imminent foreclosure,
stating the loan number and the aggregate amount owing
under the Mortgage Loan. Such notice may be provided to the
Purchaser in the form of a copy of a referral letter from
the Company to an attorney requesting the institution of
foreclosure or a copy of a request to foreclose received by
the Company from the related primary servicer which has
been approved by the Company.
(b) If requested by the Purchaser, the Company shall make
its servicing personnel available (during their normal business
hours) to respond to reasonable inquiries, in writing by
facsimile transmission, by the Purchaser in connection with any
Mortgage Loan identified in a report under subsection (a)(i) or
(a)(ii) which has been given to the Purchaser, provided, that (1)
the Company shall only be required to provide information that is
readily accessible to its servicing personnel and is
non-confidential and (2) the Company shall respond within five
Business Days orally or in writing by facsimile transmission.
(c) In addition to the foregoing, the Company shall provide
to the Purchaser such information as the Purchaser may reasonably
request concerning each Mortgage Loan that is at least sixty days
delinquent and each Mortgage Loan which has become real estate
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owned, through the final liquidation thereof, provided, that the
Company shall only be required to provide information that is
readily accessible to its servicing personnel and is
non-confidential.
Section 2.02. Purchaser's Election to Delay Foreclosure
Proceedings.
(a) The Purchaser shall be deemed to direct the Company
that in the event that the Company does not receive written
notice of the Purchaser's election pursuant to subsection (b)
below within 24 hours (exclusive of any intervening non-Business
Days) of transmission of the notice provided by the Company under
Section 2.01(a)(ii) subject to extension as set forth in Section
2.02(b), the Company may proceed with the Commencement of
Foreclosure in respect of such Mortgage Loan in accordance with
its normal foreclosure policies without further notice to the
Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage
Loan has been brought current or if a refinancing or prepayment
occurs with respect to the Mortgage Loan (including by means of a
short payoff approved by the Company) or (ii) with notice to the
Purchaser if the Company has reached the terms of a forbearance
agreement with the borrower. In such latter case the Company may
complete such forbearance agreement unless instructed otherwise
by the Purchaser within two Business Days of notification.
(b) In connection with any Mortgage Loan with respect to
which a notice under Section 2.01(a)(ii) has been given to the
Purchaser, the Purchaser may elect to instruct the Company to
delay the Commencement of Foreclosure until such time as the
Purchaser determines that the Company may proceed with the
Commencement of Foreclosure. Such election must be evidenced by
written notice received within 24 hours (exclusive of any
intervening non-Business Days) of transmission of the notice
provided by the Company under Section 2.01(a)(ii). The Purchaser
shall send a copy of such notice of election to each Rating
Agency as soon as practicable thereafter. Such 24-hour period
shall be extended for no longer than an additional four Business
Days after the receipt of the information if the Purchaser
requests additional information related to such foreclosure
within such 24-hour period; provided, however, that the Purchaser
will have at least one Business Day to make such election
following its receipt of any requested additional information.
Any such additional information shall (i) not be confidential in
nature and (ii) be obtainable by the Company from existing
reports, certificates or statements or otherwise be readily
accessible to its servicing personnel. The Purchaser agrees that
it has no right to deal with the mortgagor. However, if the
Company's normal foreclosure policies include acceptance of a
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deed-in-lieu of foreclosure or short payoff, the Purchaser will
be notified and given two Business Days to respond.
(c) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, the
Purchaser shall obtain a Current Appraisal as soon as
practicable, and shall provide the Company with a copy of such
Current Appraisal.
(d) Within two Business Days of making any Election to
Delay Foreclosure, the Purchaser shall remit by wire transfer to
the Trustee, for deposit in the Collateral Fund, an amount, as
calculated by the Company, equal to the sum of (i) 125% of the
greater of the Scheduled Principal Balance of the Mortgage Loan
and the value shown in the Current Appraisal referred to in
subsection (c) above (or, if such Current Appraisal has not yet
been obtained, the Company's estimate thereof, in which case the
required deposit under this subsection shall be adjusted upon
obtaining such Current Appraisal), and (ii) three months'
interest on the Mortgage Loan at the applicable Mortgage Rate. If
any Election to Delay Foreclosure extends for a period in excess
of three months (such excess period being referred to herein as
the "Excess Period"), the Purchaser shall remit by wire transfer
in advance to the Trustee for deposit in the Collateral Fund the
amount of each additional month's interest, as calculated by the
Company, equal to interest on the Mortgage Loan as the applicable
Mortgage Rate for the Excess Period. The terms of this Agreement
will no longer apply to the servicing of any Mortgage Loan upon
the failure of the Purchaser to deposit the above amounts
relating to the Mortgage Loan within two Business Days of (i) the
Election to Delay Foreclosure or (ii) the beginning of the
related Excess Period, as the case may be.
(e) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, the Company
or the Trustee may withdraw from the Collateral Fund from time to
time amounts necessary to reimburse the Company for all related
Monthly Advances and Liquidation Expenses thereafter made by the
Company as Servicer in accordance with the Pooling and Servicing
Agreement. To the extent that the amount of any such Liquidation
Expense is determined by the Company based on estimated costs,
and the actual costs are subsequently determined to be higher,
the Company or the Trustee may withdraw the additional amount
from the Collateral Fund to reimburse the Company. In the event
that the Mortgage Loan is brought current by the mortgagor, the
amounts so withdrawn from the Collateral Fund shall be
redeposited therein as and to the extent that reimbursement
therefor from amounts paid by the mortgagor is not prohibited
pursuant to the Pooling and Servicing Agreement as of the date
hereof. Except as provided in the preceding sentence, amounts
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withdrawn from the Collateral Fund to cover Monthly Advances and
Liquidation Expenses shall not be redeposited therein or
otherwise reimbursed to the Purchaser. If and when any such
Mortgage Loan is brought current by the mortgagor, all amounts
remaining in the Collateral Fund in respect of such Mortgage Loan
(after adjustment for all previous withdrawals and deposits
pursuant to this subsection and after reimbursement to the
Servicer for all related Monthly Advances) shall be released to
the Purchaser.
(f) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, the Company
shall continue to service the Mortgage Loan in accordance with
its customary procedures (other than the delay in Commencement of
Foreclosure as provided herein). If and when, following such
election, the Purchaser shall notify the Company that it believes
that it is appropriate to do so, the Company shall proceed with
the Commencement of Foreclosure; provided that, in any event, if
the Mortgage Loan is not brought current by the mortgagor by the
time the loan becomes 6 months delinquent, the Purchaser's
election shall no longer be effective, unless the Purchaser shall
have purchased the related Mortgage Loan promptly following (and
in any event not later than the third Business Day after) the end
of such 6-month period in the manner provided in the following
two sentences, and the Company shall be entitled to proceed with
the Commencement of Foreclosure. Any purchase of such Mortgage
Loan by the Purchaser pursuant to the preceding sentence shall be
at a purchase price equal to the unpaid principal balance of the
Mortgage Loan plus accrued interest at the Mortgage Rate from the
date last paid by the mortgagor. Such purchase price shall be
deposited by the Purchaser into the Collateral Fund in
immediately available funds on the Business Day which is the date
of purchase and the Purchaser shall instruct the Trustee (with
notice to the Company) to withdraw such amount therefrom on such
Business Day and remit the same to the Trust Fund for application
as Liquidation Proceeds pursuant to the Pooling and Servicing
Agreement. Following such withdrawal, all amounts remaining in
the Collateral Fund in respect of such Mortgage Loan (after
adjustment for all previous withdrawals and deposits pursuant to
this Agreement and after reimbursement to the Servicer for all
related Monthly Advances) shall be released to the Purchaser.
(g) Upon the occurrence of a liquidation with respect to
any Mortgage Loan as to which the Purchaser made an Election to
Delay Foreclosure and as to which the Company proceeded with the
Commencement of Foreclosure in accordance with subsection (f)
above, the Company shall calculate the amount, if any, by which
the value shown on the Current Appraisal obtained under
subsection (c) exceeds the actual sales price obtained for the
related Mortgaged Property (net of Liquidation Expenses and
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unreimbursed Monthly Advances related to the extended foreclosure
period), and the Company or the Trustee shall withdraw the amount
of such excess from the Collateral Fund and shall remit the same
to the Trust Fund for application as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After
making such withdrawal, all amounts remaining in the Collateral
Fund in respect of such Mortgage Loan (after adjustment for all
withdrawals and deposits pursuant to subsection (e) and after
reimbursement to the Servicer for all related Monthly Advances)
shall be released to the Purchaser.
Section 2.03. Purchaser's Election to Commence Foreclosure
Proceedings.
(a) In connection with any Mortgage Loan identified in a
report under Section 2.01(a)(i)(B), the Purchaser may elect to
instruct the Company to proceed with the Commencement of
Foreclosure as soon as practicable. Such election must be
evidenced by written notice received by the Company by 5:00 p.m.,
New York City time, on the third Business Day following the
delivery of such report under Section 2.01(a)(i).
(b) Within two Business Days of making any Election to
Foreclose, the Purchaser shall remit to the Trustee, for deposit
in the Collateral Fund, an amount, as calculated by the Company,
equal to 125% of the current Scheduled Principal Balance of the
Mortgage Loan and three months' interest on the Mortgage Loan at
the applicable Mortgage Rate. If and when any such Mortgage Loan
is brought current by the mortgagor, all amounts in the
Collateral Fund in respect of such Mortgage Loan (after
adjustment for all withdrawals and deposits pursuant to
subsection (c) below) shall be released to the Purchaser. The
terms of this Agreement will no longer apply to the servicing of
any Mortgage Loan upon the failure of the Purchaser to deposit
the above amounts relating to the Mortgage Loan within two
Business Days of the Election to Foreclose.
(c) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Foreclose, the Company shall
continue to service the Mortgage Loan in accordance with its
customary procedures. In connection therewith, the Company shall
have the same rights to make withdrawals for Monthly Advances and
Liquidation Expenses from the Collateral Fund as are provided
under Section 2.02(e), and the Company shall make reimbursements
thereto to the limited extent provided under such subsection. The
Company shall not be required to proceed with the Commencement of
Foreclosure if (i) the same is stayed as a result of the
mortgagor's bankruptcy or is otherwise barred by applicable law,
or to the extent that all legal conditions precedent thereto have
not yet been complied with, or (ii) the
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Company believes there is a breach of representations or
warranties by the Company, which may result in a repurchase or
substitution of such Mortgage Loan, or (iii) the Company has or
expects to have the right under the Pooling and Servicing
Agreement to purchase the defaulted Mortgage Loan and intends to
exercise such right or (iv) the Company reasonably believes the
Mortgaged Property may be contaminated with or affected by
hazardous wastes or hazardous substances (and the Company
supplies the Purchaser with information supporting such belief)
or (v) the same is prohibited by or is otherwise inconsistent
with the provisions of the Pooling and Servicing Agreement. Any
foreclosure that has been initiated may be discontinued (i)
without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with
respect to the Mortgage Loan (including by means of a short
payoff approved by the Purchaser) or (ii) with notice to the
Purchaser if the Company has reached the terms of a forbearance
agreement unless instructed otherwise by the Purchaser within two
Business Days of notification.
(d) Upon the occurrence of a liquidation with respect to
any Mortgage Loan as to which the Purchaser made an Election to
Foreclose and as to which the Company proceeded with the
Commencement of Foreclosure in accordance with subsection (c)
above, the Company shall calculate the amount, if any, by which
the Scheduled Principal Balance of the Mortgage Loan at the time
of liquidation (plus all unreimbursed Monthly Advances and
Liquidation Expenses in connection therewith other than those
previously paid from the Collateral Fund) exceeds the actual
sales price obtained for the related Mortgaged Property, and the
Company or the Trustee shall withdraw the amount of such excess
from the Collateral Fund and shall remit the same to the Trust
Fund for application as additional Liquidation Proceeds pursuant
to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund (after
adjustment for all withdrawals and deposits pursuant to
subsection (c) above and after reimbursement to the Servicer for
all related Monthly Advances) in respect of such Mortgage Loan
shall be released to the Purchaser.
Section 2.04. Termination.
(a) With respect to all Mortgage Loans included in the
Trust Fund, the Purchaser's right to make any Election to Delay
Foreclosure or any Election to Foreclose and the Company's
obligations under Section 2.01 shall terminate on the earliest to
occur of the following: (i) at such time as the Class Certificate
Principal Balance of the Class B_ Certificates has been reduced
to zero, (ii) if the greater of (x) 43% (or such lower or higher
percentage that represents the Company's actual
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loss experience with respect to the Mortgage Loans in the related
pool) of the aggregate principal balance of all Mortgage Loans
that are in foreclosure or are more than 90 days delinquent on a
contractual basis and the aggregate book value of REO properties
or (y) the aggregate amount that the Company estimates through
its normal servicing practices will be required to be withdrawn
from the Collateral Fund with respect to Mortgage Loans as to
which the Purchaser has made an Election to Delay Foreclosure or
an Election to Foreclose exceeds (z) the then-current Class
Certificate Principal Balance of the Class B_ Certificates, or
(iii) upon any transfer by the Purchaser of any interest (other
than the minority interest therein, but only if the transferee
provides written acknowledgment to the Company of the Purchaser's
right hereunder and that such transferee will have no rights
hereunder) in the Class B_ Certificates [or in the Class B5
Certificates] (whether or not such transfer is registered under
the Pooling and Servicing Agreement), including any such transfer
in connection with a termination of the Trust Fund. Unless
earlier terminated as set forth herein, this Agreement and the
respective rights, obligations and responsibilities of the
Purchaser and the Company hereunder shall terminate immediately
upon (x) the later to occur of (i) the final liquidation of the
last Mortgage Loan as to which the Purchaser made any Election to
Delay Foreclosure or any Election to Foreclose and the withdrawal
of all remaining amounts in the Collateral Fund as provided
herein and (ii) ten (10) Business Days' notice or (y) the
occurrence of any event that results in the Purchaser becoming an
"affiliate" of the Trustee within the meaning of the Prohibited
Transaction Exemption (as defined in the Pooling and Servicing
Agreement).
(b) The Purchaser's rights pursuant to Section 2.02 or 2.03
of this Agreement shall terminate with respect to a Mortgage Loan
as to which the Purchaser has exercised its rights under Section
2.02 or 2.03 hereof, upon Purchaser's failure to deposit any
amounts required pursuant to Section 2.02(d) or 2.03(b) after one
Business Day's notice of such failure.
Section 2.05. Notification. The Purchaser shall promptly
notify the Trustee and the Company if such Purchaser becomes
aware of any discussions, plans or events that might lead to such
Person's becoming an "affiliate" (within the meaning of the
Prohibited Transaction Exemption) of the Trustee, provided that
the contents of any such notification shall be kept confidential
by the parties to this Agreement.
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ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01. Collateral Fund. Upon payment by the
Purchaser of the initial amount required to be deposited in the
Collateral Fund pursuant to Article II, the Company shall request
the Trustee to establish and maintain with the Trustee a
segregated account entitled "REMIC Multi-Class Pass-Through
Certificates 199_-__ Collateral Fund, for the benefit of GE
Capital Mortgage Services, Inc. and State Street Bank and Trust
Company on behalf of Certificateholders, as secured parties" (the
"Collateral Fund"). Amounts held in the Collateral Fund shall
continue to be the property of the Purchaser, subject to the
first priority security interest granted hereunder for the
benefit of such secured parties, until withdrawn from the
Collateral Fund pursuant to the Section 2.02 or 2.03 hereof.
Upon the termination of this Agreement and the liquidation
of all Mortgage Loans as to which the Purchaser has made any
Election to Delay Foreclosure or any Election to Foreclose
pursuant to Section 2.04 hereof, the Company shall distribute to
the Purchaser all amounts remaining in the Collateral Fund
together with any investment earnings thereon (after giving
effect to all withdrawals therefrom permitted under this
Agreement).
The Purchaser shall not take or direct the Company or the
Trustee to take any action contrary to any provision of the
Pooling and Servicing Agreement. In no event shall the Purchaser
(i) take or cause the Trustee or the Company to take any action
that could cause any REMIC established under the Pooling and
Servicing Agreement to fail to qualify as a REMIC or cause the
imposition on any such REMIC of any "prohibited transaction" or
"prohibited contribution" taxes or (ii) cause the Trustee or the
Company to fail to take any action necessary to maintain the
status of any such REMIC as a REMIC.
Section 3.02. Collateral Fund Permitted Investments. The
Company shall, at the written direction of the Purchaser, direct
the Trustee to invest the funds in the Collateral Fund in the
name of the Trustee in Collateral Fund Permitted Investments.
Such direction shall not be changed more frequently then
quarterly. In the absence of any direction, the Company shall
direct the Trustee select such investments in accordance with the
definition of Collateral Fund Permitted Investments in its
discretion.
All income and gain realized from any investment as well as
any interest earned on deposits in the Collateral Fund (net of
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any losses on such investments) and any payments of principal
made in respect of any Collateral Fund Permitted Investment shall
be deposited in the Collateral Fund upon receipt. All costs and
realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the
Purchaser and the amount of net realized losses shall be promptly
deposited by the Purchaser in the Collateral Fund. The Company
shall periodically (but not more frequently than monthly) direct
the Trustee to distribute to the Purchaser upon request an amount
of cash, to the extent cash is available therefor in the
Collateral Fund, equal to the amount by which the balance of the
Collateral Fund, after giving effect to all other distributions
to be made from the Collateral Fund on such date, exceeds the
Required Collateral Fund Balance. Any amounts so distributed
shall be released from the lien and security interest of this
Agreement.
Section 3.03. Grant of Security Interest. In order to
secure the obligations of the Purchaser hereunder to the Company
and the Trustee for the benefit of Certificateholders (other than
its obligations under Section 4.10), the Purchaser hereby grants
to the Company and to the Trustee for the benefit of the
Certificateholders a security interest in and lien on all of the
Purchaser's right, title and interest, whether now owned or
hereafter acquired, in and to: (1) the Collateral Fund, (2) all
amounts deposited in the Collateral Fund and Collateral Fund
Permitted Investments in which such amounts are invested (and the
distributions and proceeds of such investments) and (3) all cash
and non-cash proceeds of any of the foregoing, including proceeds
of the voluntary or involuntary conversion thereof (all of the
foregoing collectively, the "Collateral").
The Purchaser acknowledges the lien on and security
interest in the Collateral for the benefit of the Company and the
Trustee on behalf of the Certificateholders. The Purchaser shall
take all actions requested by the Company or the Trustee as may
be reasonably necessary to perfect the security interest created
under this Agreement in the Collateral and cause it to be prior
to all other security interests and liens, including the
execution and delivery to the Company or at its direction the
Trustee for filing of appropriate financing statements in
accordance with applicable law.
Section 3.04. Collateral Shortfalls. In the event that
amounts on deposit in the Collateral Fund at any time are
insufficient to cover any withdrawals therefrom that the Company
or the Trustee is then entitled to make hereunder, the Purchaser
shall be obligated to pay such amounts to the Company or the
Trustee immediately upon demand. Such obligation shall
constitute a general corporate obligation of the Purchaser. The
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failure to pay such amounts within two Business Days of such
demand (except for amounts to cover interest on a Mortgage Loan
pursuant to Sections 2.02(d) and 2.03(b)), shall cause an
immediate termination of the Purchaser's right to make any
Election to Delay Foreclosure or Election to Foreclose and the
Company's obligations under this Agreement with respect to all
Mortgage Loans to which such insufficiencies relate, without the
necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Amendment. This Agreement may be amended from
time to time by the Company and the Purchaser by written
agreement signed by the Company and the Purchaser provided that
no such amendment shall have a material adverse effect on the
holders of other Classes of Certificates.
Section 4.02. Counterparts. This Agreement may be executed
simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument.
Section 4.03. Governing Law. This Agreement shall be
construed in accordance with the laws of the State of New York
and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
Section 4.04. Notices. All demands, notices and direction
hereunder shall be in writing or by telecopy and shall be deemed
effective upon receipt to:
(a) in the case of the Company, with respect to notices
pursuant to Sections 2.02 and 2.03 hereto,
GE Capital Mortgage Services, Inc.
2000 West Loop South
Suite 1917
Houston, Texas 77027
Attention: Mark Pendergrass
Telephone: (713) 964-4207
Facsimile: (713) 964-4100
with respect to all other notices pursuant to this Agreement,
GE Capital Mortgage Services, Inc.
Three Executive Campus
Cherry Hill, New Jersey 08002
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Attention: General Counsel
Telephone: (609) 661-6515
Facsimile: (609) 661-6875
or such other address as may hereafter be furnished in writing by
the Company, or
(b) in the case of the Purchaser, with respect to notices
pursuant to Section 2.01,
________________________________
________________________________
________________________________
Attention:______________________
Telephone:______________________
Facsimile:______________________
with respect to all other notices pursuant to this
Agreement,
________________________________
________________________________
________________________________
Attention:______________________
Telephone:______________________
Facsimile:______________________
or such other address as may hereafter be furnished in writing by
the Purchaser, or
(c) in the case of the Trustee,
State Street Bank and Trust Company
Corporate Trust Department
Two International Place, Fifth Floor
Boston, Massachusetts 02110
Attention: Karen Beard
Telephone: (617) 664-5465
Facsimile: (617) 664-5367
Section 4.05. Severability of Provisions. If any one or
more of the covenants, agreements, provisions or terms of this
Agreement shall be for any reason whatsoever, including
regulatory, held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the
other provisions of this Agreement.
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Section 4.06. Successor and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of the
parties hereto and the respective successors and assigns of the
parties hereto; provided, however, that the rights under this
Agreement cannot be assigned by the Purchaser without the consent
of the Company.
Section 4.07. Article and Section Headings. The article
and section headings herein are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.
Section 4.08. Third Party Beneficiaries. The Trustee on
behalf of Certificateholders is the intended third party
beneficiary of this Agreement.
Section 4.09. Confidentiality. The Purchaser agrees that
all information supplied by or on behalf of the Company pursuant
to Section 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser
agrees to use such information solely for the purposes set forth
in this Agreement and to hold such information confidential and
not to disclose such information.
Section 4.10. Indemnification. The Purchaser agrees to
indemnify and hold harmless the Company against any and all
losses, claims, damages or liabilities to which it may be
subject, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon
actions taken by the Company in accordance with the provisions of
this Agreement and which actions conflict or are alleged to
conflict with the Company's obligations under the Pooling and
Servicing Agreement. The Purchaser hereby agrees to reimburse the
Company on demand for the reasonable legal or other expenses
incurred by it in connection with investigating or defending any
such loss, claim, damage, liability or action.
[Section 4.11. Delayed Effectiveness. The Purchaser agrees
that, notwithstanding any other provision of this Agreement, the
Purchaser shall have no rights hereunder, and the Company shall
have no obligations hereunder, until the Class Certificate
Principal Balance of the Class B5 Certificates has been reduced
to zero and any Special Servicing and Collateral Fund Agreement
between the Company and the Purchaser relating to such Class B5
Certificates has been terminated.]
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<PAGE>
IN WITNESS WHEREOF, the Company and the Purchaser have
caused their names to be signed hereto by their respective
officers thereunto duly authorized, all as of the day and year
first above written.
GE CAPITAL MORTGAGE SERVICES, INC.
By:________________________________
Name:
Title:
[PURCHASER]
By:________________________________
Name:
Title:
Acknowledged and agreed to:
STATE STREET BANK AND TRUST COMPANY
By:____________________________
Name:
Title:
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<PAGE>
EXHIBIT L
FORM OF LOST NOTE AFFIDAVIT AND AGREEMENT
State of New Jersey )
) ss.
County of Camden )
I, ___________________________________, being duly
sworn, do hereby state under oath that:
1. I am a duly elected ______________________________
of GE Capital Mortgage Services, Inc. (the "Company") and am duly
authorized to make this affidavit.
2. This affidavit is being delivered in connection
with the transfer of the Mortgage Loan described in Paragraph 3
hereof by the Company pursuant to the Pooling and Servicing
Agreement dated as of [date] between the Company, Seller and
Servicer, and State Street Bank and Trust Company, Trustee,
relating to the Company's REMIC Multi-Class Pass-Through
Certificates, Series [ ] ("Agreement"). Such Mortgage Loan
constitutes a Designated Loan.
3. The Company is the payee under the following
described Mortgage Note which evidences the obligation of the
borrower(s) to repay the Mortgage Loan:
Loan No.:__________________________________________________
Mortgage Note Date:________________________________________
Borrower(s):_______________________________________________
Original Payee (if not the Company):_______________________
Original Amount:___________________________________________
Mortgage Rate:_____________________________________________
Address of Mortgaged Property:_____________________________
___________________________________________________________
<PAGE>
4. The Company is the lawful owner of the Mortgage
Note and has not cancelled, altered, assigned or hypothecated the
Mortgage Note.
5. A thorough and diligent search for the original
executed Mortgage Note was undertaken and was unsuccessful.
6. Attached hereto is a true and correct copy of the
Mortgage Note.
7. The Mortgage Note has not been endorsed by the
Company in any manner inconsistent with its transfer of the
Mortgage Loan under the Agreement.
8. The Company hereby confirms and agrees that in the
event the inability to produce the executed original Mortgage
Note results in a breach of the representations and warranties
appearing in Agreement subsections 2.03(a)(ii) (the validity and
enforceability of the lien created by the Mortgage Loan) or (x)
(no valid offset, defense or counterclaim to any Mortgage Note or
Mortgage), the Company shall repurchase the Mortgage Loan at the
Purchase Price and otherwise in accordance with Section 2.03(b)
of the Agreement. The Company's obligations under the preceding
sentence shall not affect or impair the Company's obligations to
the Trustee under Section 8.05 of the Agreement.
9. In the event that the Company locates the executed
original Mortgage Note, it shall promptly provide the Mortgage
Note to the Trustee.
10. Capitalized terms not otherwise defined herein
shall have the meanings given them in the Agreement.
Date:_______________________ By:________________________________
Name:
Title:
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<PAGE>
State of New Jersey )
) ss:
County of Camden )
On this ________ day of __________________________, 199__,
before me appeared ___________________________________, to me
personally known, who acknowledged the execution of the foregoing
and who, having been duly sworn, states that he/she is a/the
__________________________________ of GE Capital Mortgage
Services, Inc., that any representations therein contained are
true, that this Lost Note Affidavit was signed and sealed on
behalf of GE Capital Mortgage Services, Inc. and that this Lost
Note Affidavit is the free act and deed of GE Capital Mortgage
Services, Inc.
__________________________________
Notary Public
[Notarial Seal]
3
