GE CAPITAL MORTGAGE SERVICES INC
8-K, 1997-10-10
ASSET-BACKED SECURITIES
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                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549

                                 Form 8-K

                              CURRENT REPORT

                  Pursuant to Section 13 or 15(d) of the
                     Securities Exchange Act of 1934

   Date of Report (Date of earliest event reported) 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 1997-8)


                    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 1997-8 (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 1997-8") 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
19, 1997.

The original principal balance of each Class of the Certificates
 is as follows:

            Class A1                $18,563,000.00
            Class A2                $13,339,000.00
            Class A3                $29,292,000.00
            Class A4                $13,131,000.00
            Class A5                $18,652,000.00
            Class A6                $21,902,000.00
            Class A7                $99,594,000.00
            Class A8                $55,000,000.00
            Class A9                 $4,251,000.00
            Class A10               $11,731,000.00
            Class A11               $21,579,000.00
            Class A12                        (1)
            Class A13               $29,722,000.00
            Class A14               $28,039,777.00
            Class A15                $6,768,223.00
            Class A16               $77,822,900.00
            Class A17               $30,000,000.00
            Class A18                        (2)
            Class A19                        (2)
            Class M                  $7,768,000.00
            Class B1                 $4,761,000.00
            Class B2                 $3,759,000.00
            Class R1                        $50.00
            Class R2                        $50.00
            Class S                          (3)
                                   ---------------
                    Total :        $495,675,000.00


(1)   The Class A12 Certificate is an interest-only certificate
      having an initial Notional Principal Balance of
      $4,212,067.00.

(2)  The Class A18 and Class A19 Certificates are interest-only
     certificates each having an initial Notional Principal
     Balance of $30,000,000.00.

 (3)   The Class S Certificates are issued with an initial
       Notional Principal Balance of $473,473,790.99 and shall
       bear interest at the Strip Rate (as defined in the Pooling
       and Servicing Agreement).


                                2
<PAGE>


The initial Junior Percentage and initial Senior Percentage for
Pool 1997-8 are approximately 4.25% and 95.75%, respectively. The
initial Group I Senior Percentage and initial Group II Senior
Percentage are 90.00%, and 10.00%, respectively. The "Bankruptcy
Loss Amount," the "Fraud Loss Amount" and the "Special Hazard
Loss Amount" for Pool 1997-8 as of the initial issuance of the
Certificates are $206,916, $5,011,480 and $5,011,480,
respectively, representing approximately 0.04%, 1.00%, and 1.00%,
respectively, of the aggregate Scheduled Principal Balances of
the Mortgage Loans as of September 1, 1997 (the "Cut-off Date").



Description of the Mortgage Pool and the Mortgaged Properties

Pool 1997-8

Pool 1997-8 consists primarily of fixed-rate, fully-amortizing
conventional Mortgage Loans evidenced by Mortgage Notes which
have original maturities of 20 to 30 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
$501,148,045.23.

The interest rates (the "Mortgage Rates") borne by the 1,646
Mortgage Loans conveyed by GECMSI to Pool 1997-8 range from
6.8750% to 9.3750% and the weighted average Mortgage Rate as of
the Cut-off Date is 7.8450% 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 1997-8 ranged
from $62,700.00 to $1,680,000.00, and, as of the Cut-off Date,
the average outstanding Scheduled Principal Balance of the
Mortgage Loans in Pool 1997-8 is $304,464.18 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 1997-8 is October
1992, and the latest scheduled maturity date of any such Mortgage
Loan is September 2027. The weighted average loan-to-value ratio
of the Mortgage Loans as of the Cut-off Date in Pool 1997-8 is
77.6920%.


                                3
<PAGE>


The Mortgage Loans in Pool 1997-8 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 1997-8:

                                        AGGREGATE              % OF
                                         BALANCES           POOL BY
     MORTGAGE         # OF                  AS OF         AGGREGATE
        RATES        LOANS           CUT-OFF DATE           BALANCE
     --------        -----           ------------         ---------
      6.8750%            1            $296,000.00           0.0591%
      7.0050%            1            $280,007.18           0.0559%
      7.1250%            1            $236,510.72           0.0472%
      7.2500%           20          $6,031,494.01           1.2035%
      7.3750%           55         $17,337,354.86           3.4595%
      7.5000%          162         $49,895,066.41           9.9562%
      7.6250%          221         $67,498,997.46          13.4689%
      7.7500%          314         $97,391,484.07          19.4335%
      7.8750%          307         $92,718,760.31          18.5013%
      7.9900%           28          $8,009,879.15           1.5983%
      8.0000%          228         $69,492,169.08          13.8666%
      8.1250%          127         $39,419,664.73           7.8659%
      8.2000%            1            $238,940.70           0.0477%
      8.2500%           80         $24,546,579.73           4.8981%
      8.3750%           53         $14,832,386.47           2.9597%
     8.5000%            29          $8,013,555.26           1.5990%
      8.6250%            7          $1,838,732.48           0.3669%
      8.7500%            4          $1,180,353.43           0.2355%
      8.8750%            2            $536,496.67           0.1071%
      9.0000%            1            $184,199.33           0.0368%
      9.1250%            3            $838,580.33           0.1673%
      9.3750%            1            $330,832.85           0.0660%
                      ----        ---------------         ---------
       Total         1,646        $501,148,045.23         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 1997-8 :

                                            AGGREGATE             % OF
                                             BALANCES          POOL BY
          ORIGINAL           # OF               AS OF        AGGREGATE
          BALANCES          LOANS        CUT-OFF DATE          BALANCE
          --------          -----        ------------        ---------
         $ 0  -  214,600       41       $5,955,750.53          1.1884%
    $214,601  -  250,000      462     $108,252,172.77         21.6008%
    $250,001  -  300,000      560     $153,485,716.23         30.6269%
    $300,001  -  350,000      247      $80,033,572.66         15.9700%
    $350,001  -  400,000      131      $49,360,919.62          9.8496%
    $400,001  -  450,000       84      $35,670,116.15          7.1177%
    $450,001  -  600,000       95      $49,002,642.60          9.7781%
    $600,001  -  650,000       18      $11,471,819.82          2.2891%
   $650,001  - 1,700,000        8       $7,915,334.85          1.5794%
                             ----     ---------------        ---------
                  Total     1,646     $501,148,045.23        100.0000%

The largest outstanding Scheduled Principal Balance of any
Mortgage Loan, as of the Cut-off Date, in Pool 1997-8 is
$1,678,928.72.

The smallest outstanding Scheduled Principal Balance of any
Mortgage Loan, as of the Cut-off Date, in Pool 1997-8 is
$62,564.73

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 1997-8:

                                        AGGREGATE              % OF
                                         BALANCES           POOL BY
      YEAR OF         # OF                  AS OF         AGGREGATE
  ORIGINATION        LOANS           CUT-OFF DATE           BALANCE
  -----------        -----           ------------         ---------
         1992            1            $248,945.24           0.0497%
         1995            1            $280,007.18           0.0559%
         1996            5          $1,322,960.23           0.2640%
         1997        1,639        $499,296,132.58          99.6304%
                      ----        ---------------         ---------
        Total        1,646        $501,148,045.23         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 1997-8 (With
   respect to the Pledged Asset Mortgage Loans, the
   loan-to-value ratios set forth in the table below were
   calculated based on the Pledged Asset Loan-to-Value Ratios
   at origination of such Pledged Asset Mortgage Loans):

            LOAN-                           AGGREGATE             % OF
          TO-VALUE                           BALANCES          POOL BY
          RATIO AT           # OF               AS OF        AGGREGATE
         ORIGINATION        LOANS        CUT-OFF DATE          BALANCE
         -----------        -----        ------------        ---------
      00.000  -   50.00        36      $11,665,410.96          2.3277%
      50.001  -   60.00        78      $24,764,284.60          4.9415%
      60.001  -   70.00       179      $60,264,379.47         12.0253%
      70.001  -   75.00       197      $62,493,273.76         12.4700%
      75.001  -   80.00       772     $237,883,753.34         47.4678%
      80.001  -   85.00        33       $9,194,746.11          1.8347%
      85.001  -   90.00       216      $60,514,648.77         12.0752%
      90.001  -   95.00       135      $34,367,548.22          6.8578%
      95.001  -  100.00         0               $0.00          0.0000%
                             ----     ---------------        ---------
            Total           1,646     $501,148,045.23        100.0000%

e) The following table sets forth information, as of the Cut-off
   Date, with respect to the type of Mortgaged Properties
   securing the Mortgage Loans in Pool 1997-8:

                                        AGGREGATE              % OF
                                         BALANCES           POOL BY
TYPE OF               # OF                  AS OF         AGGREGATE
DWELLING             LOANS           CUT-OFF DATE           BALANCE
- --------             -----           ------------         ---------
Single-family
 detached            1,546        $472,788,163.72          94.3410%
Single-family
 attached               35         $10,334,046.15           2.0621%
Condominium             48         $12,193,286.18           2.4331%
2 - 4 Family Units      16          $5,549,244.28           1.1073%
Co-op                    1            $283,304.90           0.0565%
                      ----        ---------------         ---------
Total                1,646        $501,148,045.23         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 the
   mortgagors at origination in Pool 1997-8:

                                        AGGREGATE              % OF
                                         BALANCES           POOL BY
                      # OF                  AS OF         AGGREGATE
OCCUPANCY            LOANS           CUT-OFF DATE           BALANCE
- ---------            -----           ------------         ---------
Owner Occupied       1,622        $494,750,649.58          98.7234%
Vacation                19          $5,134,662.56           1.0246%
Investment               5          $1,262,733.09           0.2520%
                      ----        ---------------         ---------
Total                1,646        $501,148,045.23         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
   1997-8:

                                        AGGREGATE              % OF
                                         BALANCES           POOL BY
                      # OF                  AS OF         AGGREGATE
STATE                LOANS           CUT-OFF DATE           BALANCE
- -----                -----           ------------         ---------
Alaska                   1            $380,000.00           0.0758%
Alabama                  3            $715,404.34           0.1428%
Arkansas                 3            $991,104.51           0.1978%
Arizona                 29          $8,688,849.27           1.7338%
California             861        $273,576,709.07          54.5901%
Colorado                48         $13,141,452.59           2.6223%
Connecticut             25          $7,320,269.78           1.4607%
District of Columbia     2            $671,004.19           0.1339%
Delaware                 3            $782,873.87           0.1562%
Florida                 28          $7,731,841.32           1.5428%
Georgia                 29          $8,508,937.53           1.6979%
Hawaii                   2            $950,935.77           0.1898%
Iowa                     4          $1,113,481.80           0.2222%
Idaho                    2            $563,380.61           0.1124%
Illinois                38         $10,705,273.53           2.1361%
Indiana                  7          $1,836,714.91           0.3665%
Kansas                   2            $482,680.25           0.0963%
Louisiana                3            $894,665.35           0.1785%
Massachusetts           43         $12,755,131.85           2.5452%
Maryland                69         $19,755,742.51           3.9421%
Maine                    1            $423,243.60           0.0845%
Michigan                 5          $1,729,963.58           0.3452%
Minnesota                9          $2,606,819.24           0.5202%
Missouri                 2            $451,938.11           0.0902%
North Carolina          16          $4,397,543.53           0.8775%
Nebraska                 2            $595,099.40           0.1187%
New Hampshire            5          $1,298,030.50           0.2590%
New Jersey              85         $24,966,209.50           4.9818%
New Mexico               1            $336,496.37           0.0671%
Nevada                  23          $6,254,606.26           1.2481%
New York                25          $8,439,977.55           1.6841%
Ohio                     6          $1,800,788.15           0.3593%
Oklahoma                 2            $499,777.79           0.0997%
Oregon                  11          $3,250,145.87           0.6485%
Pennsylvania            44         $13,705,612.79           2.7348%
Rhode Island             1            $186,530.20           0.0372%
South Carolina           6          $1,319,694.13           0.2633%
Tennessee                3            $900,519.88           0.1797%
Texas                   78         $21,421,420.76           4.2745%

Utah                     6          $2,083,941.57           0.4158%
Virginia                73         $21,286,914.67           4.2476%
Washington              34          $9,627,378.75           1.9211%
Wisconsin                5          $1,504,307.35           0.3002%
Wyoming                  1            $494,632.63           0.0987%
                      ----        ---------------         ---------
Total                1,646        $501,148,045.23         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 1997-8:

                                        AGGREGATE              % OF
                                         BALANCES           POOL BY
      YEAR OF         # OF                  AS OF         AGGREGATE
     MATURITY        LOANS           CUT-OFF DATE           BALANCE
     --------        -----           ------------         ---------
         2017            6          $1,983,942.00           0.3959%
         2022            3            $816,726.88           0.1630%
         2025            1            $313,666.28           0.0626%
         2026            8          $2,609,217.31           0.5206%
         2027        1,628        $495,424,492.76          98.8579%
        Total        1,646        $501,148,045.23         100.0000%

The weighted average scheduled remaining term to maturity of the
Mortgage Loans in Pool 1997-8 calculated as of the Cut-off Date
is 358 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 1997-8:

                                        AGGREGATE              % OF
                                         BALANCES           POOL BY
PURPOSE               # OF                  AS OF         AGGREGATE
OF LOAN              LOANS           CUT-OFF DATE           BALANCE
- -------              -----           ------------         ---------
Purchase             1,132        $339,576,845.26          67.7598%
Rate Term/Refinance    449        $141,375,855.32          28.2104%
Cash-out Refinance      65         $20,195,344.65           4.0298%
Total                1,646        $501,148,045.23         100.0000%


                                8
<PAGE>


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND
         EXHIBITS.

1.1   The Underwriting Agreement, dated as of September 19, 1997,
      and the related Terms Agreement, dated as of September 19,
      1997, for the Series 1997-8 Certificates between GE Capital
      Mortgage Services, Inc. and Greenwich Capital Markets, Inc..

4.1   The Pooling and Servicing Agreement for the Series 1997-8
      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:
                                         ----------------------
                                      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 September 19, 1997,
                   and the related Terms Agreement,
                   dated as of September 19, 1997,
                   between GE Capital Mortgage
                   Services, Inc. and Greenwich
                   Capital Markets, Inc.

                   The Pooling and Servicing
        4.1        Agreement for the Series 1997-8
                   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
                      ----------------------


Greenwich Capital Markets, Inc.                  New York, New York
600 Steamboat Road                               September 19, 1997
Greenwich, Connecticut  06830

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 one or more pools 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


                               - 2 -

<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


                               - 3 -

<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


                               - 4 -

<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


                               - 5 -

<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
      (each such filing of such materials, 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


                               - 6 -

<PAGE>



      Sheet that reflects, in the reasonable 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


                               - 7 -

<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


                               - 8 -

<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 LLP, 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 LLP
      with respect to its letters furnished pursuant to Section
      6(i) of this 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 this Agreement, any other costs and expenses specified
      in the related Terms Agreement as "Additional Expenses",
      and all expenses (e.g., shipping, postage and courier
      costs) associated with the delivery of the related
      Prospectus to prospective investors and investors, other
      than the costs of delivery to the Underwriter's facilities,
      provided, that if courier services (other than overnight
      delivery services utilized in the ordinary course of
      business) are required to ensure that such Prospectus is
      delivered to investors on the day immediately preceding the
      related Closing Date, the Company will pay such courier
      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;



                               - 9 -

<PAGE>



                       (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 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


                              - 10 -

<PAGE>



           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
           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 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


                              - 11 -

<PAGE>



           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

                       (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:



                              - 12 -

<PAGE>



                        (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;

                       (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


                              - 13 -

<PAGE>



           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, 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 LLP, 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


                              - 14 -

<PAGE>




                      (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
           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


                              - 15 -

<PAGE>



           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 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


                              - 16 -

<PAGE>



      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
      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


                              - 17 -

<PAGE>



           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
           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


                              - 18 -

<PAGE>



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
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


                              - 19 -

<PAGE>



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
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 or Section 9
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


                              - 20 -

<PAGE>



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
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)


                              - 21 -

<PAGE>



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).

           (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


                              - 22 -

<PAGE>



      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 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 that 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"), the filing of which material is a condition of the
relief granted in such letter (such materials being the


                              - 23 -

<PAGE>



"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:

                (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; and

              (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.

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)


                              - 24 -

<PAGE>



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 any
Computational Materials or Structural Term Sheets with respect to
Series 1997-[ ] and any subsequent Series of Certificates to
which it acts as Underwriter have been prepared and disseminated
by the Underwriter and not by or on behalf of the Company, and
that such materials included and shall include a disclaimer in
form satisfactory to the Company to the effect that such
materials have been prepared and disseminated by the Underwriter,
and that the content and accuracy of such materials have not been
reviewed by the Company.

           (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


                              - 25 -

<PAGE>



material fact required to be stated therein or necessary to make
the statements therein not misleading; provided, however, that
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 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 that 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)


                              - 26 -

<PAGE>



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; and

                    (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.

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
will have been prepared and disseminated by the Underwriter and
not by or on behalf of the Company, and that such materials 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


                              - 27 -

<PAGE>



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,
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


                              - 28 -

<PAGE>



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
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


                              - 29 -

<PAGE>



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.


                              - 30 -

<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.

GREENWICH CAPITAL MARKETS, 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 September [ ], 1997
             between the Company and the Underwriter)


GE Capital Mortgage Services, Inc.               New York, New York
Three Executive Campus                                       [Date]
Cherry Hill, NJ 08002

           Greenwich Capital Markets, 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,

                               GREENWICH CAPITAL MARKETS, 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



<PAGE>




                                                          EXECUTION




                GE CAPITAL MORTGAGE SERVICES, INC.

            REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
                           SERIES 1997-8

                          TERMS AGREEMENT
                    (to Underwriting Agreement
                     dated September 19, 1997,
             between the Company and the Underwriter)


GE Capital Mortgage Services, Inc.               New York, New York
Three Executive Campus                           September 19, 1997
Cherry Hill, NJ 08002



           Greenwich Capital Markets, 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 1997-8 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 1997-8 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 1997-8
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:
      $501,148,045 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 $487,500,000 or greater than $512,500,000.

           (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 20 and 30 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
Class            Principal        Interest          Price
                  Balance           Rate         Percentage

Class A1       $18,563,000.00      7.250%          98.824219%
Class A2        13,339,000.00       7.250          98.824219
Class A3        29,292,000.00       6.750          98.824219
Class A4        13,131,000.00       6.750          98.824219
Class A5        18,652,000.00       6.750          98.824219
Class A6        21,902,000.00       7.250          98.824219
Class A7        99,594,000.00       7.250          98.824219
Class A8        55,000,000.00       7.250          98.824219
Class A9         4,251,000.00       7.250          98.824219
Class A10       11,731,000.00       7.250          98.824219
Class A11       21,579,000.00       7.250          98.824219
Class A12           (1)             7.250          98.824219
Class A13       29,722,000.00       7.250          98.824219
Class A14       28,039,777.00        (2)           98.824219
Class A15        6,768,223.00        (2)           98.824219
Class A16       77,822,900.00       7.250          98.824219
Class A17       30,000,000.00       7.125          98.824219
Class A18           (1)             0.065          98.824219
Class A19           (1)             0.060          98.824219
Class R                 50.00       7.250          98.824219
Class RL                50.00       7.250          98.824219
Class M          7,768,000.00       7.250          98.511719
Class B1         4,761,000.00       7.250          97.792919
Class B2         3,759,000.00       7.250          96.402319


      (1)  The Class A12 Certificates shall be issued with an
           initial notional principal balance of $4,212,067.00
           and each of the Class A18 and Class A19 Certificates
           shall be issued with an initial notional principal
           balance of $30,000,000.00.

      (2)  Interest will accrue on the Class A14 and Class A15
           Certificates at the respective rates described in the
           related Prospectus.

           (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)


                               2


<PAGE>



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 A12, Class A18, Class A19, 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 A12, Class A18 and Class A19
Certificates shall have received Required Ratings of at least
"AAA" from Fitch and "AAAr" from 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.

           Section 6. Reserve Fund: On the Closing Date, the
Underwriter shall deliver by wire transfer or by certified check
to the Trustee an amount equal to $8,000.00 for deposit in the
Reserve Fund (as such term is defined in the Prospectus
Supplement).

           Section 7. Rounding Account: On the Closing Date, the
Underwriter shall deliver to the Trustee by wire transfer or by
certified check an amount equal to $999.99 for deposit in the
Rounding Account (as such term is defined in the Prospectus
Supplement).



                               3


<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,

                               GREENWICH CAPITAL MARKETS, 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:




<PAGE>




                                                          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 1997-8





____________________________________________________________________







<PAGE>



                         TABLE OF CONTENTS

Section                                                        Page
- -------                                                        ----
                             ARTICLE I

                            DEFINITIONS

1.01.  Definitions..............................................  1

                            ARTICLE II

                   CONVEYANCE OF MORTGAGE LOANS;
                 ORIGINAL ISSUANCE OF CERTIFICATES

2.01.  Conveyance of Mortgage Loans............................. 46
2.02.  Acceptance by Trustee.................................... 49
2.03.  Representations and Warranties of the Company;
       Mortgage Loan Repurchase................................. 51
2.04.  Execution of Certificates................................ 57
2.05.  The REMICs............................................... 57
2.06.  Designations under the REMIC Provisions.................. 59

                            ARTICLE III

                   ADMINISTRATION AND SERVICING
                         OF MORTGAGE LOANS

3.01.  Company to Act as Servicer............................... 60
3.02.  Collection of Certain Mortgage Loan Payments;
       Mortgage Loan Payment Record; Certificate Account........ 66
3.03.  Collection of Taxes, Assessments and Other Items......... 70
3.04.  Permitted Debits to the Mortgage Loan Payment Record..... 70
3.05.  Maintenance of the Primary Insurance Policies............ 71
3.06.  Maintenance of Hazard Insurance.......................... 72
3.07.  Assumption and Modification Agreements................... 73
3.08.  Realization Upon Defaulted Mortgage Loans................ 74
3.09.  Trustee to Cooperate; Release of Mortgage Files.......... 77
3.10.  Servicing Compensation; Payment of Certain
       Expenses by the Company.................................. 78
3.11.  Reports to the Trustee; Certificate
       Account Statements....................................... 79
3.12.  Annual Statement as to Compliance........................ 79
3.13.  Annual Independent Public Accountants'
       Servicing Report......................................... 79
3.14.  Access to Certain Documentation and
       Information Regarding the Mortgage Loans................. 80
3.15.  Maintenance of Certain Servicing Policies................ 80
3.16.  Optional Purchase of Defaulted Mortgage Loans............ 81
3.17.  The Reserve Fund......................................... 81




                             i

<PAGE>


Section                                                        Page
- -------                                                        ----

                            ARTICLE IV

                      PAYMENTS AND STATEMENTS

4.01.  Distributions............................................ 82
4.02.  Method of Distribution................................... 90
4.03.  Allocation of Losses..................................... 92
4.04.  Monthly Advances; Purchases of Defaulted
       Mortgage Loans........................................... 94
4.05.  Statements to Certificateholders......................... 95
4.06.  Servicer's Certificate................................... 98
4.07.  Reports of Foreclosures and Abandonments of
       Mortgaged Property....................................... 98
4.08.  Reduction of Servicing Fees by Compensating
       Interest Payments........................................ 98
4.09.  Surety Bond.............................................. 98
4.10.  Distributions to Holders of Class A17 Certificates....... 99

                             ARTICLE V

                         THE CERTIFICATES

5.01.  The Certificates.........................................105
5.02.  Registration of Transfer and Exchange of
       Certificates.............................................108
5.03.  Mutilated, Destroyed, Lost or Stolen Certificates........115
5.04.  Persons Deemed Owners....................................115
5.05.  Access to List of Certificateholders' Names
       and Addresses............................................115
5.06.  Representation of Certain Certificateholders.............116
5.07.  Determination of COFI....................................116
5.08.  Determination of LIBOR...................................117

                            ARTICLE VI

                            THE COMPANY

6.01.  Liability of the Company.................................119
6.02.  Merger or Consolidation of, or Assumption of the
       Obligations of, the Company..............................119
6.03.  Assignment...............................................119
6.04.  Limitation on Liability of the Company and Others........119
6.05.  The Company Not to Resign................................120

                            ARTICLE VII

                              DEFAULT

7.01.  Events of Default........................................121
7.02.  Trustee to Act; Appointment of Successor.................122
7.03.  Notification to Certificateholders.......................123



                                ii

<PAGE>


Section                                                        Page
- -------                                                        ----

                           ARTICLE VIII

                            THE TRUSTEE

8.01.  Duties of Trustee........................................124
8.02.  Certain Matters Affecting the Trustee....................125
8.03.  Trustee Not Liable for Certificates or
       Mortgage Loans...........................................127
8.04.  Trustee May Own Certificates.............................127
8.05.  The Company to Pay Trustee's Fees and Expenses...........127
8.06.  Eligibility Requirements for Trustee.....................127
8.07.  Resignation or Removal of Trustee........................128
8.08.  Successor Trustee........................................129
8.09.  Merger or Consolidation of Trustee.......................129
8.10.  Appointment of Co-Trustee or Separate Trustee............130
8.11.  Compliance with REMIC Provisions; Tax Returns............131

                            ARTICLE IX

                            TERMINATION

9.01.  Termination upon Repurchase by the Company
       or Liquidation of All Mortgage Loans.....................131
9.02.  Additional Termination Requirements......................133

                             ARTICLE X

                     MISCELLANEOUS PROVISIONS

10.01.  Amendment...............................................134
10.02.  Recordation of Agreement................................135
10.03.  Limitation on Rights of Certificateholders..............136
10.04.  Governing Law...........................................137
10.05.  Notices.................................................137
10.06.  Notices to the Rating Agencies..........................137
10.07.  Severability of Provisions..............................138
10.08.  Certificates Nonassessable and Fully Paid...............138




                                iii

<PAGE>



                             Exhibits
                             --------



EXHIBIT A            Forms of Certificates
EXHIBIT B            Principal Balance Schedules
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
EXHIBIT M            Permitted Reserve Fund Investments
EXHIBIT N            Schedule of Designated Loans
EXHIBIT O            Pledged Asset Mortgage Loans



                                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:  Any Class A7 or Class
      A8 Certificate.

           Accretion Directed Component:  None.

           Accretion Termination Date: With respect to the Class
      A9 Certificates, the earlier to occur of (i) the
      Distribution Date on which the Class Certificate Principal
      Balance of the Class A8 Certificates has been reduced to
      zero and (ii) the Cross-Over Date. With respect to the
      Class A10 Certificates, the earlier to occur of (i) the
      Distribution Date on which the Class Certificate Principal
      Balance of the Class A7 Certificates has been reduced to
      zero and (ii) the Cross-Over Date.

           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 the related Accretion Directed Class or
      Classes 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:  The Class A9 and Class A10
      Certificates.




<PAGE>



           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 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 (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, 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 the Specified Components thereof
      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 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 Certificate consisting
      of Specified Components) and among any Specified Components
      (other than any Principal Only Component) of any Component
      Certificate in proportion to the respective amounts of
      Accrued Certificate Interest that would have resulted
      absent such shortfall or losses.

           Additional Collateral: With respect to any Mortgage
      100SM Loan, the marketable securities held from time to
      time as security for the repayment of such Mortgage 100SM
      Loan and any related collateral. With respect to any Parent
      PowerSM Loan, the third-party guarantee for such Parent
      PowerSM Loan, together with (i) any marketable securities
      held from time to time as security for the performance of
      such guarantee and any related collateral or (ii) any
      mortgaged property securing the performance of such


                                 2

<PAGE>



      guarantee, the related home equity line of credit loan and
      any related collateral.

           Adjusted Net Interest Shortfall: With respect to any
      Distribution Date, the excess, if any, of (i) the aggregate
      of the Interest Shortfalls described in clauses (a) and (b)
      of the definition thereof with respect to such Distribution
      Date over (ii) any Compensating Interest Payment for such
      date.

           Aggregate Scheduled Senior Balance:  As to any
      Distribution Date and the Scheduled Group Senior
      Certificates, as a group, the aggregate balance designated
      as such for such Distribution Date as set forth in the
      Principal Balance Schedules.

           Aggregate Type I PAC Balance: As to any Distribution
      Date and the Type I PAC Certificates, as a group, the
      aggregate balance designated as such for such Distribution
      Date as set forth in the Principal Balance Schedules.

           Aggregate Type II PAC Balance: As to any Distribution
      Date and the Type II PAC Certificates, the balance
      designated as such for such Distribution Date as set forth
      in the Principal Balance Schedules.

           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 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%.



                                 3

<PAGE>



           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 October of each year that the Certificates are
      outstanding, commencing in October 1998.

           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
      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) of Section 3.04.



                                 4

<PAGE>



           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 $206,916, 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 S&P 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
      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 A18, Class A19, Class B3, Class B4, Class B5, Class
      R, Class RL, Class PO and Class S Certificates, constitutes
      a Class of Book-Entry Certificates.

           Book-Entry Nominee:  As defined in Section 5.02(b).



                                 5

<PAGE>



           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 Excess Amount:  As set forth in the
      definition of Category A Senior Optimal Principal Amount.

           Category A Percentage:  As to any Distribution Date,
      61.2761714%.

           Category A Senior Certificates: The Class A2, Class
      A3, Class A4, Class A5, Class A6, Class A7, Class A10,
      Class A11, Class A13, Class A14 and Class A15 Certificates.

           Category A Senior Certificate Principal Balance: As to
      any Distribution Date, an amount equal to the sum of the
      Certificate Principal Balances of the Category A Senior
      Certificates.

           Category A Senior Optimal Principal Amount: With
      respect to each Distribution Date, an amount equal to the
      Category A Percentage of the Senior Optimal Principal
      Amount. If on the Distribution Date on which the
      Certificate Principal Balance of each of the Category A
      Senior Certificates is reduced to zero, the Category A
      Senior Optimal Principal Amount exceeds the amount
      necessary to reduce the Category A Senior Certificate
      Principal Balance to zero, then the Category A Senior
      Optimal Principal Amount shall be reduced by an amount
      equal to such excess (the "Category A Excess Amount") and
      the Category B Senior Optimal Principal Amount shall be
      increased by the Category A Excess Amount.



                                 6

<PAGE>



           Category B Excess Amount:  As set forth in the
      definition of Category B Senior Optimal Principal Amount.

           Category B Group I Final Distribution Date: The
      Distribution Date on which the Category B Group I Senior
      Certificate Principal Balance is reduced to zero.

           Category B Group I Senior Certificate: Any Class A8,
      Class A9, Class A16, Class A17, Class R or Class RL
      Certificate.

           Category B Group I Senior Certificate Principal
      Balance: As to any Distribution Date, an amount equal to
      the sum of the Certificate Principal Balances of the
      Category B Group I Senior Certificates.

           Category B Group I Senior Optimal Principal Amount:  As
      to any Distribution Date, an amount equal to the sum of:

           (i)  the Category B Group I Senior Percentage of the
                Category B Percentage of 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 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 Category B Group I Senior Prepayment Percentage of
                the Category B Percentage of the applicable Non-PO
                Percentage of all principal prepayments in part
                received during the related Prepayment Period,
                together with the Category B Group I Senior Prepayment
                Percentage of the Category B 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 Category B Group I Senior
                Percentage of the Category B Percentage of 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


                                 7

<PAGE>



                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 Category B Group I Senior Percentage of the
                Category B Percentage of 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 Category B Group I Senior Prepayment
                Percentage of the Category B 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 Category B Group I Senior Prepayment Percentage of
                the Category B 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 Category B Group I Senior Prepayment
                Percentage of the Category B 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.

           Category B Group I 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 Category B Group I Senior Certificate
      Principal Balance immediately prior to such Distribution
      Date by an amount equal to the Category B Senior
      Certificate Principal Balance immediately prior to such
      Distribution Date.



                                 8

<PAGE>



      Category B Group I 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 Category B Group I Senior
                Percentage of the Senior Percentage for such
                Distribution Date plus 70% of the sum of the
                Category B Group II Senior Percentage of the
                Senior Percentage and 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 Category B Group I Senior Percentage of the
                Senior Percentage for such Distribution Date plus 60%
                of the sum of the Category B Group II Senior
                Percentage of the Senior Percentage and 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 Category B Group I Senior Percentage of the
                Senior Percentage for such Distribution Date plus 40%
                of the sum of the Category B Group II Senior
                Percentage of the Senior Percentage and 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 Category B Group I Senior Percentage of the
                Senior Percentage for such Distribution Date plus 20%
                of the sum of the Category B Group II Senior
                Percentage of the Senior Percentage and the Junior
                Percentage for such Distribution Date; and

           (v)  for any Distribution Date thereafter, the
                Category B Group I Senior Percentage of the
                Senior Percentage for such Distribution Date.

      On any Distribution Date on which the amount available for
      distribution in respect of the Category B Group I Senior
      Optimal Principal Amount would otherwise exceed the
      remaining aggregate Class Certificate Principal Balance of


                                 9

<PAGE>



      the Category B Group I Senior Certificates, (1) the
      Category B Group I Senior Prepayment Percentage shall be
      limited to the percentage necessary (after giving effect to
      the allocation on such date of amounts pursuant to clause
      (i) and, if applicable, clause (iii)(x) of the definition
      of "Category B Group I Senior Optimal Principal Amount") to
      reduce the Class Certificate Principal Balances of the
      Category B Group I Senior Certificates to zero, and (2) any
      amounts that would have been allocable to the Category B
      Group I Senior Certificates absent the limitation in clause
      (1) above will be distributable to the Category B Group II
      Senior Certificates.

      After the Category B Group I Senior Certificate Principal
      Balance has been reduced to zero, the Category B Group I
      Senior Prepayment Percentage shall be zero.

           Category B Group II Senior Certificate:  Any Class
      A1 Certificate.

           Category B Group II Senior Optimal Principal Amount:
      As to any Distribution Date, an amount equal to the excess
      of (i) the Category B Senior Optimal Principal Amount for
      such Distribution Date over (ii) the Category B Group I
      Senior Optimal Principal Amount with respect to such
      Distribution Date.

           Category B Group II Senior Percentage: As to any
      Distribution Date, 100% minus the Category B Group I Senior
      Percentage.

           Category B Percentage:  As to any Distribution Date,
      38.7238286%.

           Category B Senior Certificate:  Any Class A1, Class A8,
      Class A9, Class A16, Class A17, Class R and Class RL
      Certificate.

           Category B Senior Certificate Principal Balance:  As to
      any Distribution Date, an amount equal to the sum of the
      Certificate Principal Balances of the Category B Senior
      Certificates.

           Category B Senior Optimal Principal Amount: With
      respect to each Distribution Date, an amount equal to the
      Category B Percentage of the Senior Optimal Principal
      Amount. If on the Distribution Date on which the
      Certificate Principal Balance of each of the Category B
      Senior Certificates is reduced to zero, the Category B
      Senior Optimal Principal Amount exceeds the amount
      necessary to reduce the Category B Senior Certificate
      Principal Balance to zero, then the Category B Senior
      Optimal


                                10

<PAGE>



      Principal Amount shall be reduced by an amount equal to
      such excess (the "Category B Excess Amount") and the
      Category A Senior Optimal Principal Amount shall be
      increased by the Category B Excess 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 any Class of LIBOR
      Certificates, any Class of Certificates consisting of
      Specified Components and the Class S Certificates), and as
      of any Distribution Date, the per annum fixed rate
      specified in Section 5.01(b). With respect to each Class of
      LIBOR Certificates, the per annum variable rate at any time
      at which interest accrues on the Certificates of such
      Class, as determined pursuant to Section 5.01(f). With
      respect to the Class S Certificates and any Distribution
      Date, the Strip Rate for such Distribution Date. Interest
      shall accrue on any Class of Certificates consisting of
      Specified Components at a rate calculated on the basis of
      the Class Certificate Principal Balance thereof and the
      aggregate amount of Accrued Certificate Interest for the
      preceding Interest Accrual Period on the Specified
      Components thereof.

           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 any Certificate consisting of
      Accrual Components, its Percentage Interest of any related
      Accrual Amount 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.



                                11

<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 or any Lower Tier Interest.

           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 and any Class of Certificates
      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) on such Distribution Date is less than the
      Accrued Certificate Interest thereon for such Distribution
      Date. As to any Class of Certificates consisting of
      Specified Components and any Distribution Date, the sum of
      any Class Interest Shortfalls on the Specified Components
      thereof.



                                12

<PAGE>



           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.

           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.



                                13

<PAGE>



           Component:  None.

           Component Certificate:  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).

           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.

           Corresponding Class: With respect to any Class of
      Lower Tier Interests, the Class or Classes of Certificates,
      and with respect to any Class of Certificates, the Class or
      Classes of Lower Tier Interests, appearing opposite such
      Class of Lower Tier Interests or Certificates in the table
      included in Section 2.05(a).

           Corresponding Component: With respect to any Class of
      Lower Tier Interests, the Component or Components of a
      Class of Certificates, and with respect to any Component or
      Components of a Class of Certificates, the Class or Classes
      of Lower Tier Interests, appearing opposite such Class of
      Lower Tier Interests or Components in the table included in
      Section 2.05(a).

           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.


                                14

<PAGE>




           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.).

           Deceased Holder:  With respect to a Holder of a Class
      A17 Certificate, as defined in Section 4.10(b).

           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.

           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


                                15

<PAGE>



      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:  The Mortgage Loans identified on
      Exhibit N hereto.

           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 7.25% 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
      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.

           Draw Amount:  As to any Distribution Date on or prior
      to the Cross-Over Date and the Reserve Fund Eligible


                                16

<PAGE>



      Certificates, the amount of any Adjusted Net Interest
      Shortfall allocated to such Reserve Fund Eligible
      Certificates on such Distribution Date. As to any
      Distribution Date after the Cross-Over Date, zero.

           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 Class M, Class B or
      Class S Certificate.

           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.



                                17

<PAGE>



           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.

           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.



                                18

<PAGE>



           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 $5,011,480 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 the third anniversary of the
      Cutoff Date) or 0.50% (from, but excluding, the third
      through, and including, the fifth anniversary 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:  5.65% per annum.

           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.

           Interest Accrual Period: With respect to any
      Distribution Date and any Class of Certificates (other than
      any Class of Principal Only Certificates) or any Specified
      Component, the one-month period ending on the last day of
      the month preceding the month in which such Distribution
      Date occurs. The Interest Accrual Period for each Class of
      Lower Tier Interests shall be the Interest Accrual Period
      for such Class of Lower Tier Interest's Corresponding Class
      (or Classes).

           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.


                                19

<PAGE>




           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 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


                                20

<PAGE>



      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 Amount on such
                Distribution Date;

          (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.


                                21

<PAGE>




      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.

           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 Senior Certificate Principal Balance 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:  September 25, 2029.

           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 Certificate:  Any Class A14 or Class A15
      Certificates.

           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
      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.

           Living Holder:  Any Certificate Owner of a Class A17
      Certificate other than a Deceased Holder.

           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


                                22

<PAGE>



      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.

           Loan-to-Value Ratio: With respect to each Mortgage
      Loan, the original principal amount of such Mortgage Loan,
      divided by the Original Value of the related Mortgaged
      Property.

           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).

           Lower Tier Balance: As to each Class of Lower Tier
      Interests and any Distribution Date, the initial Lower Tier
      Balance thereof set forth or specified in Section 2.05(a)
      (plus, in the case of any Class of Lower Tier Interests as
      to which the Corresponding Class is a Class of Accrual
      Certificates or includes one or more Accrual Components, an
      amount equal to the Accrual Amount for such Corresponding
      Class or each such Accrual Component for each previous
      Distribution Date) less the sum of (i) the aggregate amount
      of principal allocable thereto on previous Distribution
      Dates pursuant to Section 2.05(c) and (ii) any Realized
      Losses or Subordinate Certificate Writedown Amount
      allocated thereto on previous Distribution Dates.

           Lower Tier Interest:  Any one of the Classes of regular
      interests in the Lower Tier REMIC described as such in
      Section 2.05(a).

           Lower Tier Interest Rate:  As to each Lower Tier
      Interest, the applicable "Lower Tier Interest Rate," if any,
      set forth in Section 2.05(a) hereof.

           Lower Tier REMIC: One of the two separate REMICs
      comprising the Trust Fund, the assets of which consist of
      the Rounding Account and the assets and rights specified in
      clauses (i) through (ix) and clause (xi) of the definition
      of the term Trust Fund.



                                23

<PAGE>



           MLCC:  Merrill Lynch Credit Corporation, or its
      successor in interest.

           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
      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 100SM Loan: A Mortgage Loan identified on
      Exhibit O hereof that has a Loan-to-Value Ratio at
      origination in excess of 80.00% and that is secured by
      Additional Collateral and does not have a Primary Insurance
      Policy.

           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).



                                24

<PAGE>



           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.

           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.



                                25

<PAGE>



           Non-Discount Mortgage Loan:  Any Mortgage Loan with a
      Net Mortgage Rate greater than or equal to 7.25% 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 7.25%. 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).

           Notional Certificate:  Any Class A12, Class A18, Class
      A19 or Class S Certificates.

           Notional Component:  None.

           Notional Component Balance:  None.

           Notional Principal Balance: As to any Distribution
      Date and the Class A12 Certificates, 6.896551% of the sum
      of the Class Certificate Principal Balances of the Class
      A3, Class A4 and Class A5 Certificates for such
      Distribution Date. As to any Distribution Date and each of
      the Class A18 and Class A19 Certificates, the Class
      Certificate Principal Balance of the Class A17 Certificates
      for such Distribution Date. 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 Notional
      Certificate, such Notional Certificate's Percentage
      Interest of the aggregate


                                26

<PAGE>



      Notional Principal Balance of the Notional Certificates of
      the same Class 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 Certificate:  None.

           PAC Component:  None.

           Parent PowerSM Loan: A Mortgage Loan identified on
      Exhibit O hereto that has a Loan-to-Value Ratio at
      origination in excess of 80.00%, that is supported by
      Additional Collateral and does not have a Primary Insurance
      Policy.

           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


                                27

<PAGE>



      (plus, in the case of the Reserve Fund Eligible
      Certificates, any Draw Amount for such Distribution Date,
      and in the case of any Class of Senior Certificates, any
      amount distributed thereto pursuant to the second paragraph
      of Section 4.01(g) on such 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
           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;



                                28

<PAGE>



               (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,
      limited liability company, 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.

           Pledged Asset Loan-to-Value Ratio: With respect to any
      Pledged Asset Mortgage Loan, (i) the original loan amount
      less the portion of any required Additional Collateral
      which is covered by the Surety Bond, divided by (ii) the
      Original Value of the related Mortgaged Property.

           Pledged Asset Mortgage Loan: Each Mortgage 100SM Loan
      and Parent PowerSM Loan purchased from MLCC that is
      supported by Additional Collateral and identified on
      Exhibit O hereto.

           Pledged Asset Mortgage Servicing Agreement:  The
      Pledged Asset Mortgage Servicing Agreement, dated as of
      July 31, 1997 between MLCC and the Company.

           PO Percentage: As to any Discount Mortgage Loan, a
      fraction (expressed as a percentage), the numerator of
      which is the excess of 7.25% over the Net Mortgage Rate of
      such Discount Mortgage Loan and the denominator of which is
      7.25%. 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:



                                29

<PAGE>



           (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);

          (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.



                                30

<PAGE>



           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
      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:  225% 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


                                31

<PAGE>



      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 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 Aggregate Type I PAC Balances of the Type
      I PAC Certificates, the Aggregate Type II PAC Balances of
      the Type II PAC Certificates, and the Aggregate Scheduled
      Senior Balances of the Scheduled Group Senior Certificates.

           Principal Distribution Request: Any request for a
      distribution in reduction of the Class Certificate
      Principal Balance of any Class A17 Certificate, submitted
      in writing to a Depository Participant or Financial
      Intermediary (or, if the Class A17 Certificates are no
      longer represented by a Book-Entry Certificate, to the
      Trustee) by the Certificate Owner (or Certificateholder) of
      a Class A17 Certificate.

           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


                                32

<PAGE>



      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 19, 1997.

           Prohibited Transaction Exemption:  U.S. Department of
      Labor Prohibited Transaction Exemption 90-59, 55 Fed. Reg.
      36724, September 6, 1990.

           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 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.

           Random Lot: With respect to any Distribution Date
      prior to the Cross-Over Date, if the amount available for
      distribution in reduction of the Class Certificate
      Principal Balance of the Class A17 Certificates on such
      Distribution Date exceeds the amount needed to honor all
      Principal Distribution Requests on such date, the method by
      which the Depository will determine which Depository
      Participants


                                33

<PAGE>



      holding interests in the Class A17 Certificates will
      receive payments of amounts distributable in respect of
      principal on such Class on such Distribution Date, using
      its established random lot procedures or, if the Class A17
      Certificates are no longer represented by a Book-Entry
      Certificate, the method by which the Trustee will determine
      which Class A17 Certificates will receive payments of
      amounts distributable in respect of principal on such Class
      on such Distribution Date, using its own random lot
      procedures comparable to those used by the Depository.

           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).

           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.



                                34

<PAGE>



           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).

           Required Surety Payment: With respect to any Pledged
      Asset Mortgage Loan that becomes a Liquidated Mortgage
      Loan, the lesser of (i) the principal portion of the
      Realized Loss with respect to such Mortgage Loan and (ii)
      the excess, if any, of (a) the amount of Additional
      Collateral required at origination with respect to such
      Mortgage Loan which is covered by the Surety Bond over (b)
      the net proceeds realized by MLCC from the liquidation of
      the related Additional Collateral.

           Reserve Fund:  The reserve fund established pursuant to
      Section 3.17.

           Reserve Fund Deposit:  Cash in the amount of $8,000.

           Reserve Fund Eligible Certificates: The Class A17
      Certificates.

           Reserve Interest Rate:  As defined in Section 5.08.

           Residual Certificate:  Any Class R or Class RL
      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.



                                35

<PAGE>



           Restricted Junior Certificate:  Any Class B3, Class B4
      or Class B5 Certificate.

           Rounding Account: With respect to the Class A17
      Certificates, the segregated, non-interest bearing Eligible
      Account created and maintained therefor pursuant to Section
      4.10.

           Rounding Amount: With respect to each Distribution
      Date prior to the Cross-Over Date on which the Class A17
      Certificates are entitled to a distribution in reduction of
      the Class Certificate Principal Balance thereof, the
      amount, if any, necessary to round the aggregate of such
      distribution (after giving effect to any deposit into the
      Rounding Account on such Distribution Date) upward to the
      next higher integral multiple of $1,000.

           S&P: Standard & Poor's Rating Services, a division of
      The McGraw-Hill Companies, Inc., and its successors.

           S&P 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.

           SAIF:  The Savings Association Insurance Fund of the
      FDIC, or its successor in interest.

           Scheduled Group Senior Certificates:  The Class A2,
      Class A3, Class A4, Class A5, Class A6, Class A7, Class A10,
      Class A11 and Class A13 Certificates.

           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,


                                36

<PAGE>



      the "unpaid balance" thereof specified in the initial
      Mortgage Loan Schedule.

           Senior Certificate:  Any Certificate other than a
      Junior Certificate or a 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
                as specified in the amortization schedule at the
                time applicable thereto (after adjustments for
                previous Principal Prepayments and the principal
                portion of 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 that 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


                                37

<PAGE>



                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 that 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 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


                                38

<PAGE>



                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, if on any Distribution Date
      the Senior Percentage exceeds the Senior Percentage as 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


                                39

<PAGE>



           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 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.



                                40

<PAGE>



           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

           (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 $5,011,480 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


                                41

<PAGE>



      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).

           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) 7.25%; 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.



                                42

<PAGE>



           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.

           Surety:  Ambac Assurance Corporation, or its successors
      in interest.

           Surety Bond: The Limited Purpose Surety Bond (Policy
      No. AB0039BE), dated February 28, 1996, issued by the
      Surety for the benefit of certain beneficiaries, including
      the Trustee for the benefit of the Holders of the
      Certificates, but only to the extent that such Limited
      Purpose Surety Bond covers any Pledged Asset Mortgage
      Loans.

           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


                                43

<PAGE>



      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, including the
           proceeds from the liquidation of any Additional
           Collateral for any Pledged Asset Mortgage Loan;

              (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);

               (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, and the Company's interest in the
           Surety Bond transferred to the Trustee pursuant to
           Section 2.01;

             (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);



                                44

<PAGE>



                (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); and

               (xi) all rights of the Company as assignee under
           any security agreements, pledge agreements or
           guarantees relating to the Additional Collateral
           supporting any Pledged Asset Mortgage Loan.

           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.

           Type I PAC Certificates: The Class A2, Class A3, Class
      A4, Class A5 and Class A13 Certificates.

           Type II PAC Certificates:  The Class A6 Certificates.

           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 or any Class of
      Certificates 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 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) pursuant to Section 4.01(a)(ii), in the case of
      the Senior Certificates (other than any Class of Principal
      Only Certificates), and any 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 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 Distribution Date and any Class of Certificates
      consisting


                                45

<PAGE>



      of Specified Components, the sum of any Unpaid Class
      Interest Shortfalls for the Specified Components thereof.

           Upper Tier REMIC: One of the two separate REMICs
      comprising the Trust Fund, the assets of which consist of
      the Lower Tier Interests.

           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, 96% of all Voting
      Rights shall be allocated to the Certificates other than
      the Class A12, Class A18, Class A19 and Class S
      Certificates and 1% of all Voting Rights shall be allocated
      to each of the Class A12, Class A18, Class A19 and Class S
      Certificates. Voting Rights allocated to the Class A12,
      Class A18, Class A19 and Class S Certificates shall be
      allocated among the Certificates of each 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 addition, with respect to any Pledged Asset
Mortgage Loan, the Company does hereby transfer, assign, set-over
and otherwise convey to the Trustee without recourse (except as
provided herein) (i) its rights as assignee under any security
agreements, pledge agreements or guarantees relating to the


                                46

<PAGE>



Additional Collateral supporting any Pledged Asset Mortgage Loan,
(ii) its security interest in and to any Additional Collateral,
(iii) its right to receive payments in respect of any Pledged
Asset Mortgage Loan pursuant to the Pledged Asset Mortgage
Servicing Agreement, and (iv) its rights as beneficiary under the
Surety Bond in respect of any Pledged Asset Mortgage Loan.

           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:

           (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 does hereby
deliver to the Trustee the Designated Loan Closing Documents.
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


                                47

<PAGE>



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.

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


                                48

<PAGE>



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
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,


                                49

<PAGE>



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,
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


                                50

<PAGE>



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:

           (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;



                                51

<PAGE>



           (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;

        (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 Loan-to-Value Ratio of each Mortgage Loan,
      other than any Pledged Asset Mortgage Loan, was not more
      than 95.00%. The Pledged Asset Loan-to-Value Ratio of each
      Pledged Asset Mortgage Loan was not more than 70.25%. As of
      the Cut-off Date, other than with respect to the Pledged
      Asset Mortgage Loans, no more than 21.00% of the Mortgage
      Loans by Scheduled Principal Balance had Loan-to-Value
      Ratios of more than 80% and each such Mortgage Loan 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. None of the Pledged Asset Mortgage Loans
      is covered by a Primary Insurance Policy;



                                52

<PAGE>



         (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 9.375% 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 21.00% 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 1.00% of the
      Mortgage Loans by Scheduled Principal Balance are secured
      by Mortgaged Properties located in any one postal zip code
      area;

         (xvi) As of the Cut-off Date, at least 98.50% 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 94.25% 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 3.00% of the
      Mortgage Loans by Scheduled Principal Balance are secured
      by condominiums and, as of the Cut-off Date, no more than
      1.25% 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


                                53

<PAGE>



      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 0.25% 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 1.00% 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 $62,700.00 to $1,680,000.00;

        (xxii) As of the Cut-off Date, no more than 1.25% of the
      Mortgage Loans by Scheduled Principal Balance are secured
      by second homes, and 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


                                54

<PAGE>



      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
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


                                55

<PAGE>



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
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,


                                56

<PAGE>



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. The REMICs. (a) For federal income tax
purposes, the Trust Fund shall consist of two REMICs, the Lower
Tier REMIC and the Upper Tier REMIC. The Certificates, other than
the Class RL Certificate, shall be issued by the Upper Tier
REMIC, and the Class RL Certificate shall be issued by the Lower
Tier REMIC. The Lower Tier REMIC shall be evidenced by the Class
RL Certificate and the regular interests having the
characteristics and terms set forth in the following table, which
interests (other than the Class RL Certificate) shall be issued
by the Lower Tier REMIC to the Trustee. The Lower Tier Interests
and the proceeds thereof shall be assets of the Upper Tier REMIC.
Principal of and interest on the Lower Tier Interests shall be
allocated to the Corresponding Classes of Certificates (or
Components) in the manner set forth in the following table.


                                57

<PAGE>




                                             Corresponding Class
                                             of Certificates(1)
                                             ------------------

                                Lower-Tier   Allocation  Allocation
Lower-Tier   Initial Lower     Interest           of          of
 Interest    Tier Balance         Rate        Principal   Interest
 --------    ------------         ----        ---------   --------


      A1       $18,563,000.00    7.250%            A1         A1
      A2        13,339,000.00    7.250             A2         A2
      A3        29,292,000.00    7.250             A3         (4)
     A4         13,131,000.00    7.250             A4         (4)
     A5         18,652,000.00    7.250             A5         (4)
      A6        21,902,000.00    7.250             A6         A6
      A7        99,594,000.00    7.250             A7         A7
      A8        55,000,000.00    7.250             A8         A8
      A9         4,251,000.00    7.250             A9         A9
     A10        11,731,000.00    7.250             A10        A10
     A11        21,579,000.00    7.250             A11        A11
      A13       29,722,000.00    7.250             A13        A13
      A14       28,039,777.00    (3)               A14        A14
     A15         6,768,223.00    (3)               A15        A15
      A16       77,822,900.00    7.250             A16        A16
      A17       30,000,000.00    7.250             A17        (5)
      PO           461,302.42    0.000             PO         N/A
      M          7,768,000.00     7.250            M          M
      B1         4,761,000.00     7.250            B1         B1
      B2         3,759,000.00     7.250            B2         B2
      B3         2,506,000.00     7.250            B3         B3
      B4           751,700.00     7.250            B4         B4
      B5         1,754,042.81     7.250            B5         B5
      R                 50.00       7.250          R          R
      RPO              999.99      0.00            R          N/A
      S                  (2)         (2)           N/A        S

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

(1)   Unless otherwise indicated, the amount of interest and
      principal allocable from a Lower Tier Interest to its
      Corresponding Class or Classes of Certificates on any
      Distribution Date shall be 100%.

(2)   Lower Tier Interest S shall have a Lower Tier Balance equal
      to the Notional Principal Balance of the Class S
      Certificates on the related Distribution Date and a Lower
      Tier Interest Rate equal to the Strip Rate for such
      Distribution Date.

(3)   Each of Lower Tier Interest A14 and A15 shall bear interest
      at the Certificate Interest Rate of their respective
      Corresponding Class of Certificates.

(4)   On each Distribution Date, the amount of interest accrued
      for each of Lower-Tier Interest A3, A4 and A5 for the
      preceding Interest Accrual Period shall be allocated as
      follows: (i) an amount equal to the 


                                58

<PAGE>



      Accrued Certificate Interest on the Class of Certificates 
      with the corresponding alpha-numerical designation shall
      be allocated to such Class; and (ii) the remaining amount
      of interest on each such Lower-Tier Interest shall be allocated
      to the Class A12 Certificates.

(5)   On each Distribution Date, the amount of interest accrued
      on Lower-Tier Interest A17 for the preceding Interest
      Accrual Period shall be allocated to the Class A17, Class
      A18 and Class A19 Certificates, in each case, in an amount
      equal to the Accrued Certificate Interest thereon for such
      Interest Accrual Period.

           (b) The Lower Tier Interests shall be issued as
non-certificated interests. The Class RL Certificate shall be
issued in fully registered certificated form and shall be
executed and countersigned as provided in Section 5.01 hereof.

           (c) For purposes of further identifying the terms of
the Lower Tier Interests, distributions of principal and interest
on each Class of Lower Tier Interests shall be considered to
correspond, in timing and aggregate amount, to the distributions
of principal and interest, respectively, made under Section 4.01
(and, in the case of Lower Tier Interest RPO, distributions to
the Class R Certificates pursuant to the last paragraph of
Section 4.01(f)(i)) on the Corresponding Classes of Certificates
or Components, and allocations of losses on each Class of Lower
Tier Interests shall be considered to correspond, in timing and
aggregate amount, to the allocations of losses made under Section
4.03 on the Corresponding Classes of Certificates or Components.

           (d) On each Distribution Date, in addition to amounts
otherwise distributable thereon pursuant to Section 4.01, the
Trustee shall distribute to the holder of the Class RL
Certificate any amounts (other than the amounts described in
clauses (x) and (y) of the definition of Available Funds)
remaining in the Lower Tier REMIC after all amounts required to
be applied pursuant to Section 2.05(c) have been so applied. Any
distributions pursuant to this clause (d) shall not reduce the
Class Certificate Principal Balance of the Class RL Certificate.

           Section 2.06. Designations under the REMIC Provisions.
(a) The Company hereby designates the Lower Tier Interests
identified in Section 2.05(a) above as "regular interests," and
the Class RL Certificate as the single class of "residual
interests," in the Lower Tier REMIC for purposes of the REMIC
Provisions.

           (b) 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 as the single class of "residual interests," in the
Upper Tier REMIC for purposes of the REMIC Provisions.


                                59

<PAGE>


           (c) The Closing Date will be the "Startup Day" for
each of the Upper Tier REMIC and Lower Tier REMIC for purposes of
the REMIC Provisions.

           (d) The "tax matters person" with respect to the Upper
Tier REMIC 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 Upper Tier REMIC for purposes of the REMIC
Provisions.

      The "tax matters person" with respect to the Lower Tier
REMIC for purposes of the REMIC Provisions shall be (i) the
Company, if the Company is the owner of a Class RL Certificate,
or (ii) in any other case, the beneficial owner of the Class RL
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 RL 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 Lower Tier REMIC for purposes of the REMIC
Provisions.

           (e) The "latest possible maturity date" of the regular
interests in the Upper Tier REMIC and Lower Tier REMIC is the
Latest Possible Maturity Date for purposes of section 860G(a)(1)
of the Code.

           (f) In no event shall the Reserve Fund or the assets
described in clause (x) of the definition of the term Trust Fund
constitute a part of the Upper Tier REMIC or the Lower Tier
REMIC.


                            ARTICLE III

                   ADMINISTRATION AND SERVICING
                         OF MORTGAGE LOANS

           Section 3.01. Company to Act as Servicer. (a) It is
intended that each of the Upper Tier REMIC and the Lower Tier
REMIC established hereunder shall constitute, and that the
affairs of the REMICs shall be conducted so as to qualify each of
the Upper Tier REMIC and the Lower Tier REMIC (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


                                60

<PAGE>



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 each of the Upper Tier REMIC and
the Lower Tier REMIC established hereunder and the respective
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 each of the Upper Tier REMIC
      and the Lower Tier REMIC established 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 each of the Upper Tier REMIC
      and the Lower Tier 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
      each of the Upper Tier REMIC and the Lower Tier REMIC
      established hereunder, to be treated as a REMIC, and make
      the appropriate designations, if applicable, in accordance
      with Section 2.06 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

                                61

<PAGE>


      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 each of the Upper Tier REMIC and the Lower Tier
      REMIC established hereunder at all times that 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 either of the Upper Tier REMIC or the
      Lower Tier REMIC or that would subject the Trust Fund to
      tax, except for taxes for which the Company is required to
      indemnify the Lower Tier REMIC pursuant to Section 3.01(c);

        (viii) exercise reasonable care not to allow the creation
      of any "interests" (A) in the Upper Tier REMIC within the
      meaning of section 860D(a)(2) of the Code in addition to
      the interests represented by the Classes of Certificates
      identified in Section 5.01(b) other than the Class RL
      Certificate, and (B) in the Lower Tier REMIC within the
      meaning of Section 860D(a)(2) of the Code in addition to
      the interests represented by the Lower Tier Interests
      identified in Section 2.05(a) and the Class RL Certificate;

          (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 either of the Upper Tier REMIC or the Lower Tier
      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

                                62

<PAGE>

      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 Upper Tier REMIC or Lower Tier 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 each of the
      Upper Tier REMIC and the Lower Tier REMIC established
      hereunder, including but not limited to the income,
      expenses, individual Mortgage Loans (including 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

                                63

<PAGE>


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 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 Lower Tier 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 Lower Tier 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


                                64

<PAGE>


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
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
Lower Tier REMIC against any and all liability for any
"prohibited transaction" taxes and any related interest,
additions and penalties imposed on the Lower Tier 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 Lower Tier 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
Lower Tier REMIC or the Company.

           (d) The relationship of the Company (and of any
successor to the Company as servicer under this Agreement) to the



                                65

<PAGE>

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
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.


                                66

<PAGE>



           (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 180 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:

           (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

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<PAGE>


      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;

           (v)  All REO Proceeds; and

          (vi) All amounts received by the Company with respect
      to any Pledged Asset Mortgage Loan pursuant to the
      liquidation of any Additional Collateral or pursuant to any
      recovery under the Surety Bond in accordance with Section
      4.09.

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
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
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<PAGE>


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, 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 either of the
Upper Tier REMIC or the Lower Tier 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-

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<PAGE>


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
Certificateholders 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.

           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

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<PAGE>


      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);

         (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.

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<PAGE>



           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
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


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<PAGE>


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.

           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

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<PAGE>



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.
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
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<PAGE>



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
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.

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<PAGE>




           (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 either of the Upper Tier REMIC or the Lower Tier
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
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

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<PAGE>



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
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
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<PAGE>



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
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

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<PAGE>


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
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 Certi-

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ficate 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.
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

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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.


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           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.

           Section 3.17. The Reserve Fund. (a) State Street Bank
and Trust Company, not in its capacity as Trustee hereunder, is
hereby appointed, and does hereby accept such appointment, to
serve as custodian (the "Custodian") of the assets included in
the Reserve Fund created by this Section 3.17. On or prior to the
Closing Date, the Custodian shall establish a segregated,
interest bearing corporate trust account in its corporate trust
department (such account, the "Reserve Fund"). The Reserve Fund
shall have the characteristics set forth in this Section 3.17 and
shall be held by the Custodian solely for the benefit of the
Holders of the Reserve Fund Eligible Certificates and, to the
extent of their interest in the assets of the Reserve Fund as
described in Section 4.01(g), Holders of the other Classes of
Senior Certificates and Greenwich Capital Markets, Inc. The
Reserve Fund shall not be included in the Trust Fund, nor shall
it be an asset of any REMIC created hereunder. Greenwich Capital
Markets, Inc. will be the beneficial owner of the Reserve Fund
for federal, state and local income tax purposes. Greenwich
Capital Markets, Inc. will report all income, gain, deduction or
loss with respect thereto. In acting as Custodian with respect to
the Reserve Fund, the Custodian shall have all rights and
immunities of the Trustee under this Agreement and shall have
only such express duties as set forth in this Section 3.17.

      (b) On or prior to the Closing Date, the Company, acting as
agent for the Reserve Fund Eligible Certificateholders and the
other Senior Certificateholders, shall transfer (or cause to be
transferred) the Reserve Fund Deposit to the Custodian for
deposit into the Reserve Fund. The Custodian shall invest amounts
in the Reserve Fund in any of the permitted investment funds set
forth on Exhibit M hereto. If any such investment fund is no
longer available, amounts in the Reserve Fund shall be invested
in a comparable investment fund rated by a Rating Agency in such
Rating Agency's highest short-term rating category. Earnings from
such investment shall be added to the balance of funds in the
Reserve Fund and shall be available for the payment of Draw
Amounts. Immediately upon notice of any loss resulting from any
such investment, Greenwich Capital Markets, Inc. shall deposit
into the Reserve Fund an amount sufficient to cover such loss.
Neither the Company, the Custodian, the Trustee nor any other
party shall be under any obligation to make any further deposits
into the Reserve Fund except as set forth above.

      The transfer by (or on behalf of) the Company of the Reserve
Fund Deposit is an outright and unconditional assignment to the

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Custodian for the benefit of the Holders of the Reserve Fund
Eligible Certificates, the Holders of the other Senior
Certificates and the Class S Certificates of all of the Company's
right, title and interest in and to the Reserve Fund Deposit, and
is not in the nature of a pledge or similar arrangement. The
Reserve Fund shall not be an asset of the Company and the Company
shall have no legal or beneficial right thereto or interest
therein, except any that may arise by virtue of the Company's
becoming a Holder of a Reserve Fund Eligible Certificate or other
Senior Certificate.

      The Reserve Fund Eligible Certificateholders and the other
Senior Certificateholders, by their acceptance of a Reserve Fund
Eligible Certificate or other Senior Certificate, appoint the
Company as their agent for the purpose of transferring (or
causing the transfer of) the Reserve Fund Deposit to the Trustee.


                            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, however, that Accrued
      Certificate Interest on the Class A9 and Class A10
      Certificates for such Distribution Date shall be applied in
      the manner provided in Section 4.01(e); and provided
      further, 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, however, that any
      Unpaid Class Interest Shortfall for the Class A9 and Class
      A10 Certificates for such Distribution Date shall be
      applied in the manner provided in Section 4.01(e); and
      provided further, that any shortfall in available amounts
      shall be allocated among such Classes in proportion to the
      Unpaid

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Class Interest Shortfall for each such Class on such
Distribution Date;

         (iii) to the Classes of Senior Certificates (other than
      the Class A12, Class A18 and Class A19 Certificates), in
      reduction of the Class Certificate Principal Balances
      thereof, concurrently, as follows:

                (A) to the Senior Certificates (other than the
           Class A12, Class A18, Class A19 and Class PO
           Certificates), the Senior Optimal Principal Amount for
           such Distribution Date, concurrently, as follows:

                     (1) to the Category A Senior Certificates,
                the Category A Senior Optimal Principal Amount
                for such Distribution Date, in the following
                order of priority:

                          (x) to the Scheduled Group Senior
                     Certificates, up to the amount necessary to
                     reduce the aggregate Class Certificate
                     Principal Balance of such Certificates to
                     the Aggregate Scheduled Senior Balance for
                     such Distribution Date, in the following
                     order of priority:

                               (I) to the Type I PAC
                          Certificates, as a group, up to the
                          amount necessary to reduce the
                          aggregate Class Certificate Principal
                          Balance of such Certificates to the
                          Aggregate Type I PAC Balance for such
                          Distribution Date, in the following
                          order of priority:

                                    first, to the Class A2
                               Certificates, until the Class
                               Certificate Principal Balance
                               thereof has been reduced to zero;

                                    second, to the Class A13
                               Certificates, until the Class
                               Certificate Principal Balance
                               thereof has been reduced to zero;

                                    third, to the Class A3
                               Certificates, until the Class
                               Certificate Principal Balance
                               thereof has been reduced to zero;

                                    fourth, to the Class A4
                               Certificates, until the Class


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                               Certificate Principal Balance
                               thereof has been reduced to zero;
                               and

                                    fifth, to the Class A5
                               Certificates, until the Class
                               Certificate Principal Balance
                               thereof has been reduced to zero;

                               (II) to the Type II PAC
                          Certificates, up to the amount
                          necessary to reduce the Class
                          Certificate Principal Balance of such
                          Certificates to the Aggregate Type II
                          PAC Balance for such Distribution Date;

                               (III) sequentially, to the Class
                          A7 and Class A10 Certificates, in that
                          order, until the Class Certificate
                          Principal Balance of each such Class
                          has been reduced to zero, such that no
                          amounts pursuant to this clause shall
                          be distributed to the Class A10
                          Certificates until the Class
                          Certificate Principal Balance of the
                          Class A7 Certificates has been reduced
                          to zero;

                               (IV) to the Type II PAC
                          Certificates, without regard to the
                          Aggregate Type II PAC Balance, until
                          the Class Certificate Principal Balance
                          of the Type II PAC Certificates has
                          been reduced to zero;

                               (V) sequentially, to the Class A2,
                          Class A13, Class A3, Class A4 and Class
                          A5 Certificates, in that order, without
                          regard to the Aggregate Type I PAC
                          Balance, until the Class Certificate
                          Principal Balance of each such Class
                          has been reduced to zero; and

                               (VI) to the Class A11
                          Certificates, until the Class
                          Certificate Principal Balance thereof
                          has been reduced to zero;

                          (y) concurrently, to the Class A14 and
                     Class A15 Certificates, in proportion to
                     their respective Class Certificate Principal
                     Balances, until the Class Certificate


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<PAGE>



                     Principal Balance of each such Class has been
                     reduced to zero; and

                          (z) to the Scheduled Group Senior
                     Certificates, in the order of priority set
                     forth in Section 4.01(a)(iii)(A)(1)(x),
                     without regard to the Aggregate Scheduled
                     Senior Balance, until the Class Certificate
                     Principal Balance of each such Class of
                     Certificates has been reduced to zero; and

                     (2) to the Category B Senior Certificates,
                the Category B Senior Optimal Principal Amount
                for such Distribution Date, concurrently, as
                follows:

                          (x) to the Category B Group I Senior
                     Certificates, the Category B Group I Senior
                     Optimal Principal Amount for such
                     Distribution Date, concurrently, as follows:

                               (I) sequentially, to the Class A8
                          and Class A9 Certificates, in that
                          order, 35.4639262% of the Category B
                          Group I Senior Optimal Principal
                          Amount, until the Class Certificate
                          Principal Balance of each such Class
                          has been reduced to zero, such that no
                          amounts pursuant to this clause shall
                          be distributed to the Class A9
                          Certificates until the Class
                          Certificate Principal Balance of the
                          Class A8 Certificates has been reduced
                          to zero;

                               (II) to the Class A16, Class A17,
                          Class R and Class RL Certificates,
                          64.5360738% of the Category B Group I
                          Senior Optimal Principal Amount, in the
                          following order of priority:

                                    first, on each Distribution
                               Date during or after October 2000,
                               to the Class A17 Certificates, an
                               amount equal to $30,000, until the
                               Class Certificate Principal
                               Balance thereof has been reduced
                               to zero;

                                    second, concurrently, to the
                               Class A16, Class R and Class RL
                               Certificates, in proportion to
                               their respective Class Certificate
                               Principal Balances, until the
                               Class Certificate Principal
                               Balance of


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<PAGE>



                               each such Class has been reduced to
                               zero; and

                                    third, to the Class A17
                               Certificates, until the Class
                               Certificate Principal Balance
                               thereof has been reduced to zero;

                          (y) to the Category B Group II Senior
                     Certificates, the Category B Group II Senior
                     Optimal Principal Amount for such
                     Distribution Date, until the Class
                     Certificate Principal Balance thereof has
                     been reduced to zero;

                (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;



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<PAGE>



          (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;

        (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


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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).

           (b) On each Distribution Date, the Trustee shall
distribute to the holder of the Class R Certificate any remaining
amounts in the Upper Tier REMIC 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
Section 4.01(a)(iii)(A) 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 Section 4.01(a)(iii)(A).

           (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.

           (e)(i) On each Distribution Date through the related
Accretion Termination Date, amounts allocable to the Class A9
Certificates pursuant to clauses (a)(i) and (a)(ii) of this
Section 4.01 shall not be distributable to the Class A9
Certificates pursuant to such clauses but shall instead be (i)
added to the Class Certificate Principal Balance thereof to the
extent of the Accrual Amount for the Class A9 Certificates for
such Distribution Date, and (ii) distributed to the following
Classes of Certificates, before any distributions are made
pursuant to Section 4.01(a)(iii), in the following order of
priority:



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           first, to the Class A8 Certificates, in reduction of
      the Class Certificate Principal Balance thereof, until the
      Class Certificate Principal Balance thereof has been
      reduced to zero; and

           second, to the Class A9 Certificates, as Accrued
      Certificate Interest thereon.

           (ii) On each Distribution Date through the related
Accretion Termination Date, amounts allocable to the Class A10
Certificates pursuant to clauses (a)(i) and (a)(ii) of this
Section 4.01 shall not be distributable to the Class A10
Certificates pursuant to such clauses but shall instead be (i)
added to the Class Certificate Principal Balance thereof to the
extent of the Accrual Amount for the Class A10 Certificates for
such Distribution Date, and (ii) distributed to the following
Classes of Certificates, before any distributions are made
pursuant to Section 4.01(a)(iii), in the following order of
priority:

           first, to the Class A7 Certificates, in reduction of
      the Class Certificate Principal Balance thereof, until the
      Class Certificate Principal Balance thereof has been
      reduced to zero; and

           second, to the Class A10 Certificates, as Accrued
      Certificate Interest thereon.

      On each Distribution Date occurring after the related
Accretion Termination Date, amounts allocable to the Class A9 and
Class A10 Certificates pursuant to clauses (a)(i) and (a)(ii) of
this Section 4.01 shall be distributable on such Distribution
Date pursuant to such clauses to Holders of the Class A9 and
Class A10 Certificates as Accrued Certificate Interest.

           (f) (i) On each Distribution Date prior to the
CrossOver Date, distributions in reduction of the Class
Certificate Principal Balance of the Class A17 Certificates will
be made in accordance with the provisions of Section 4.10.

      Upon the earlier of the Cross-Over Date and the next
Distribution Date after the Distribution Date on which the Class
Certificate Principal Balance of the Class A17 Certificates has
been reduced to zero, (x) to the extent the balance of funds
remaining in the Rounding Account is less than $999.99, the
balance in the Rounding Account shall be restored to $999.99 (or,
if less, the sum of such remaining balance and the amount so
distributable) from Available Funds otherwise available for
distribution and (y) the Rounding Account shall be cleared and
terminated, and the amounts therein shall be distributed to the
Class R Certificates on such date (which distribution shall not
reduce the Class Certificate Principal Balance thereof).


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<PAGE>




                (ii) As provided in Section 4.10(e),
notwithstanding any provisions herein to the contrary, on the
Cross-Over Date and on each subsequent Distribution Date,
distributions in reduction of the Class Certificate Principal
Balance of the Class A17 Certificates shall be made on a pro rata
basis among the outstanding Certificates of such Class, based on
the Percentage Interest in such Class represented by each
Certificate. The Trustee shall notify the Depository prior to the
first Distribution Date on which distributions in respect of
principal on the Class A17 Certificates are to be made on a pro
rata basis in accordance with the preceding sentence. On the
Cross-Over Date and on each subsequent Distribution Date, the
Trustee shall not, and the Depository is not authorized to, make
distributions or payments in respect of the Class A17
Certificates in accordance with any Principal Distribution
Request or by Random Lot.

           (g) On each Distribution Date on or prior to the
Cross-Over Date, the Trustee shall withdraw the Draw Amount, if
any, for such date for the Reserve Fund Eligible Certificates
from the Reserve Fund and shall distribute such amounts to the
Reserve Fund Eligible Certificates, as part of the distribution
of interest thereon; provided that any such distribution shall be
in addition to the Accrued Certificate Interest on such
Certificates for such date.

      On any Distribution Date after the Cross-Over Date, any
amounts remaining in the Reserve Fund shall be distributed to the
Classes of Senior Certificates (other than any Class of Principal
Only Certificates) and the Class S Certificates to the extent of
and in proportion to any Adjusted Net Interest Shortfall
allocable to each such Class of Certificates for such date, as
part of the distribution of interest thereon; provided that any
such distribution shall be in addition to the Accrued Certificate
Interest on each such Class for such date.

      Amounts distributed under this Section 4.01(g) to the
Reserve Fund Eligible Certificates, the Senior Certificates or
the Class S Certificates shall be treated as having been
contributed to the Lower Tier REMIC and then paid to the Upper
Tier REMIC in respect of the related Lower Tier Interests and
then paid to the Holders of such Certificates.

      If on any Distribution Date on or prior to the Cross-Over
Date the Class Certificate Principal Balance of the Reserve Fund
Eligible Certificates has been reduced to zero, or if on any
Distribution Date after the Cross-Over Date the Class Certificate
Principal Balances of all Classes of Senior Certificates have
been reduced to zero, the Trustee shall distribute to Greenwich
Capital Markets, Inc. any other amounts remaining in the Reserve
Fund after the distribution of any other required amounts
pursuant to this clause (g) for such Distribution Date.


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           Section 4.02. Method of Distribution. (a) Except as
set forth in Section 4.10 in respect of the Class A17
Certificates, 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
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. Except as otherwise
provided in Section 4.10(g), the Depository shall be responsible
for the allocation of the aggregate amount of distributions in
reduction of the Class Certificate Principal Balance of the Class
A17 Certificates among the Depository Participants in accordance
with Section 4.10, and each Depository Participant (and each
respective Financial Intermediary for which such Depository
Participant acts as agent) shall be responsible for the
allocation of the amount allocated thereto among the related
Certificate Owners. 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


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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

          (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;



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                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 shall be allocated
           on the basis of the lesser of (x) the Class
           Certificate Principal Balance thereof immediately
           prior to the applicable Distribution Date and (y) the
           Class Certificate 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 shall be allocated on the basis of
the lesser of (x) the Class Certificate Principal Balance thereof
immediately prior to the applicable Distribution Date and (y) the
Class Certificate 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).



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           (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
Coverage Termination Date (such limitation, the "Loss Allocation
Limitation").

           (h) Any allocation of a Realized Loss to a Class of
Certificates (or Component), or of any Subordinate Certificate
Writedown Amount to a Class of Subordinate Certificates, pursuant
to this Section 4.03 shall effect a corresponding allocation
thereof to the corresponding Class of Lower Tier Interests and,
in the case of the principal portion of any such Realized Loss
and any such Subordinate Certificate Writedown Amount, a
corresponding reduction in the related Lower Tier Balance
thereof.

           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


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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
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


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      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 of any Class of Accrual Certificates(or
      the Component Principal Balance of any Accrual Component);

         (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 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 or Accrual Component) made on such
      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


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      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 B Group I Senior
      Percentage, Category B Group II Senior Percentage and Junior
      Percentage for such Distribution Date; and

         (xii)  The Senior Prepayment Percentage, Category B
      Group I Senior Prepayment Percentage and 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
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


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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
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.

           Section 4.09.  Surety Bond.  (a)    If a Required Surety
Payment is payable pursuant to the Surety Bond with respect to
any Pledged Asset Mortgage Loan, the Company shall so notify the
Trustee as soon as reasonably practicable and shall, on behalf of


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the Trustee for the benefit of the Certificateholders, promptly
complete the notice in the form of Attachment 1 to the Surety
Bond and shall promptly submit such notice to the Surety as a
claim for a Required Surety Payment.

      (b) Upon receipt of a Required Surety Payment from the
Surety on behalf of the Certificateholders, the Company shall
promptly credit the Mortgage Loan Payment Record and shall
distribute such Required Surety Payment, or the proceeds thereof,
in accordance with the provisions of Section 4.01.

           Section 4.10. Distributions to Holders of Class A17
Certificates. (a) Except as provided in subsections (d) and (f)
below, on each Distribution Date on which distributions in
reduction of the Class Certificate Principal Balance of the Class
A17 Certificates are made, such distributions will be made in the
following order of priority:

           (i) in respect of any Principal Distribution Request
      by the personal representative of a Deceased Holder, a
      surviving tenant by the entirety, a surviving joint tenant,
      a surviving tenant in common or such other Person empowered
      to act on behalf of such Deceased Holder upon his or her
      death, in an amount up to but not exceeding $100,000 per
      request; and

          (ii) in respect of any Principal Distribution Request
      by a Living Holder, in an amount up to but not exceeding
      $10,000 per request.

      Thereafter, distributions will be made as provided in
clauses (i) and (ii) above up to a second $100,000 and $10,000
per request, respectively. This sequence of priorities will be
repeated until all such requests have been honored to the extent
of amounts available for distribution in reduction of the Class
Certificate Principal Balance of the Class A17 Certificates.

      Principal Distribution Requests presented on behalf of
Deceased Holders in accordance with the provisions of clause (i)
above will be accepted in the order of their receipt by the
Depository. Principal Distribution Requests presented in
accordance with the provisions of clause (ii) above will be
accepted in the order of priority established by the random lot
procedures of the Depository after all requests presented in
accordance with clause (i) have been honored. All Principal
Distribution Requests with respect to any Distribution Date shall
be made in accordance with Section 4.10(c) below and must be
received by the Depository no later than the close of business on
the related Record Date. Principal Distribution Requests that are
received by the Depository after the related Record Date and
requests, in either case, for distributions timely received but
not accepted with respect to any Distribution Date, will be


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treated as Principal Distribution Requests on the next succeeding
Distribution Date, and each succeeding Distribution Date
thereafter, until each such request is accepted or is withdrawn
as provided in Section 4.10(c). Requests on behalf of Deceased
Holders that are not so withdrawn shall retain their order of
priority, all in accordance with the procedures of the Depository
and the Trustee. Upon the transfer of beneficial ownership of any
Class A17 Certificate, any Principal Distribution Request
previously submitted with respect to such Certificate will be
deemed to have been withdrawn only upon the receipt by the
Trustee of notification of such withdrawal using a form required
by the Depository.

      Principal Distribution Requests will be applied, in the
aggregate, to the Class A17 Certificates in an amount equal to
the portion of the Available Funds distributable to the Class A17
Certificates pursuant to Section 4.01(a)(iii), plus any amounts
available for distribution from the Rounding Account pursuant to
Section 4.10(e), provided that the aggregate distribution in
reduction of the Class Certificate Principal Balance of the Class
A17 Certificates on any Distribution Date shall be made in an
integral multiple of $1,000, subject to Section 4.10(f).

      (b) A "Deceased Holder" is a beneficial owner of a Class
A17 Certificate who was living at the time such interest was
acquired and whose authorized personal representative, surviving
tenant by the entirety, surviving joint tenant or surviving
tenant in common or other Person empowered to act on behalf of
such beneficial owner upon his or her death, causes to be
furnished to the Trustee a certified copy of the death
certificate of such Deceased Holder, evidence of such person's
status as an authorized representative of the Deceased Holder,
such as surviving tenant (whether by the entirety, joint tenancy
or tenancy in common), which evidence shall be satisfactory to
the Trustee, and any additional evidence of death required by and
satisfactory to the Trustee and any tax waivers requested by the
Trustee. Class A17 Certificates beneficially owned by tenants by
the entirety, joint tenants or tenants in common will be
considered to be beneficially owned by a single owner. The death
of a tenant by the entirety, joint tenant or tenant in common
will be deemed to be the death of the beneficial owner, and any
Class A17 Certificates so beneficially owned will be eligible for
priority with respect to distributions in reduction of the Class
Certificate Principal Balance of such Class A17 Certificates,
subject to the limitations contained in this Section 4.10. Class
A17 Certificates beneficially owned by a trust will be considered
to be beneficially owned by each beneficiary of the trust to the
extent of such beneficiary's beneficial interest therein, but in
no event will a trust's beneficiaries collectively be deemed to
be beneficial owners of a number of individual Class A17
Certificates greater than the number of individual Class A17
Certificates of which such trust is the beneficial owner. The


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death of a beneficiary of a trust will be deemed to be the death
of a beneficial owner of the Class A17 Certificates beneficially
owned by the trust to the extent of such beneficiary's beneficial
interest in such trust. The death of an individual who was a
tenant by the entirety, joint tenant or tenant in common in a
tenancy that is the beneficiary of a trust will be deemed to be
the death of the beneficiary of the trust. The death of a person
who, immediately prior to his or her death, was entitled to
substantially all of the beneficial ownership interests in Class
A17 Certificates will be deemed to be the death of the beneficial
owner of such Class A17 Certificates regardless of the
registration of ownership of such Class A17 Certificates, if such
beneficial interest can be established to the satisfaction of the
Trustee. The Trustee's decision regarding whether a Deceased
Holder's beneficial interest is substantial for purposes of the
preceding sentence shall be conclusive and binding. Such
beneficial interest will be deemed to exist in typical cases of
street name or nominee ownership, ownership by a trustee,
ownership under the Uniform Gifts to Minors Act and community
property or other joint ownership arrangements between a husband
and wife. Beneficial interests shall include the power to sell,
transfer or otherwise dispose of a Class A17 Certificate and the
right to receive the proceeds therefrom, as well as interest and
distributions in reduction of the Certificate Principal Balance
of the Class A17 Certificates payable with respect thereto. The
Trustee shall not be under any duty to determine independently
the occurrence of the death of any beneficial owner. The Trustee
may rely entirely upon documentation delivered to it in
establishing the eligibility of any beneficial owner to receive
the priority accorded Deceased Holders in Section 4.10(a).
Expenses incurred by the Trustee in an effort to determine the
beneficial ownership interest with respect to any Principal
Distribution Request presented on behalf of a Deceased Holder,
including, without limitation, attorneys fees, shall be paid by
the Person presenting such Principal Distribution Request.

      (c) Requests for distributions in reduction of the
Certificate Principal Balance of a Class A17 Certificate must be
made by delivering a Principal Distribution Request therefor to
the Depository Participant or Financial Intermediary that
maintains the account evidencing the beneficial owner's interest
in such Class A17 Certificate. Such Depository Participant or
Financial Intermediary should in turn make the request of the
Depository (or, in the case of an Financial Intermediary, such
Financial Intermediary should notify the related Depository
Participant of such request, which Depository Participant should
make the request of the Depository) on a form required by the
Depository and provided to the Depository Participant. In the
case of a request on behalf of a Deceased Holder, a certified
copy of the death certificate and any additional appropriate
evidence of death and any tax waivers must be forwarded to the
Trustee under separate cover. Furthermore, such requests of


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Deceased Holders that are incomplete may not be honored by the
Trustee and, if not honored, will lose their priority and must be
resubmitted. Upon receipt of such Principal Distribution Request,
the Depository will date and time stamp such request and forward
such request to the Trustee. Such requests will be honored on any
Distribution Date only to the extent that they are received by
the Depository on or before the Record Date for such Distribution
Date. The Depository may establish such procedures as it deems
fair and equitable to establish the order of receipt of requests
for such distributions received by it on the same day. Principal
Distribution Requests delivered to the Depository after the
Record Date for a particular Distribution Date and requests
received in a timely manner but not accepted with respect to a
particular Distribution Date will be treated as Principal
Distribution Requests for the next succeeding Distribution Date
and each succeeding Distribution Date thereafter until each
request is accepted or is withdrawn as provided below. In the
case of Principal Distribution Requests on behalf of Living
Holders, the Depository will establish a new order of priority
for each Distribution Date. This order will apply both to
previously unsatisfied Principal Distribution Requests and to
newly submitted requests. A Principal Distribution Request
submitted on behalf of a Living Holder who later dies will become
entitled to the priority of a newly submitted request on behalf
of a Deceased Holder upon satisfaction of the requirements set
forth above for requests of a Deceased Holder. Such priority will
be effective for each subsequent Distribution Date if the Trustee
has received a certified copy of the death certificate for such
Deceased Holder and any additional appropriate evidence of death
and any requested tax waivers by the last business day of the
preceding calendar month. Each Principal Distribution Request
submitted by a beneficial owner of a Class A17 Certificate will
be held by the Depository until such request has been accepted or
has been withdrawn in writing as described herein. Neither the
Trustee nor the Company shall be liable for any delay in delivery
of Principal Distribution Requests or Withdrawals (as defined
below) of such requests by the Depository, a Depository
Participant or any Financial Intermediary.

           In the event that any Principal Distribution Requests
are rejected by the Trustee for failure to comply with the
requirements of this Section 4.10, the Trustee shall return such
requests to the appropriate Depository Participant with a copy to
the Depository with an explanation as to the reason for such
rejection.

           The Trustee shall maintain a list of those Depository
Participants representing the Certificate Owners of Class A17
Certificates that have submitted Principal Distribution Requests,
together with the order of receipt and the amounts of such
requests. The Trustee shall notify the Depository and the


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appropriate Depository Participants as to which requests should
be honored on each Distribution Date. Requests shall be honored
by the Depository in accordance with the procedures, and subject
to the priorities and limitations, described in this Section
4.10. The exact procedures to be followed by the Trustee and the
Depository for purposes of determining such priorities and
limitations shall be those established from time to time by the
Trustee or the Depository, as the case may be. The decisions of
the Trustee and the Depository concerning such matters shall be
final and binding on all affected Persons.

           Any beneficial owner of a Class A17 Certificate that
has made a Principal Distribution Request may withdraw its
request by so notifying in writing the Depository Participant or
Financial Intermediary that maintains such beneficial owner 's
account (each such withdrawal, a "Withdrawal"). The Depository
Participant should forward the Withdrawal to the Depository on a
form required by the Depository. In the event that such account
is maintained by a Financial Intermediary, such Financial
Intermediary should notify the related Depository Participant
which in turn should forward the Withdrawal of such request, on a
form required by the Depository, to the Depository. If such
Withdrawal has not been received by the Depository and forwarded
to the Trustee on or before the Record Date for the next
Distribution Date, the previously made Principal Distribution
Request will be irrevocable with respect to the making of
distributions in reduction of the Certificate Principal Balance
of such Class A17 Certificate on such Distribution Date.

      (d) To the extent, if any, that amounts available for
distribution in reduction of the Class Certificate Principal
Balance of the Class A17 Certificates on a Distribution Date
exceed the dollar amount of Principal Distribution Requests that
have been received by the related Record Date, as provided in
Section 4.10(c) above, distributions in reduction of the Class
Certificate Principal Balance of the Class A17 Certificates will
be made by mandatory distributions on a Random Lot basis, in
integral multiples equal to $1,000, in reduction thereof without
regard to whether such Certificate Owners have submitted
Principal Distribution Requests. The Trustee shall notify the
Depository of the aggregate amount of the mandatory distribution
in reduction of the Class Certificate Principal Balance of the
Class A17 Certificates to be made on the next Distribution Date.
The Depository shall then allocate such aggregate amount among
its Depository Participants on a Random Lot basis. Each
Depository Participant and, in turn, each Financial Intermediary,
will then select, in accordance with its own procedures, Class
A17 Certificates from among those held in its accounts to receive
mandatory distributions in reduction of the Class Certificate
Principal Balance of the Class A17 Certificates, such that the
total amount so selected is equal to the aggregate amount of such
mandatory distributions allocated to such Depository Participant


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by the Depository and to such Financial Intermediary by its
related Depository Participant, as the case may be. Depository
Participants and Financial Intermediaries that hold Class A17
Certificates selected for mandatory distributions in reduction of
the Class Certificate Principal Balance thereof should provide
notice of such mandatory distributions to the affected
Certificate Owners.

      (e) On the Closing Date, a Rounding Account shall be
established with the Trustee for the Class A17 Certificates, and
Greenwich Capital Markets, Inc. shall cause to be initially
deposited the sum of $999.99 in such Rounding Account. On each
Distribution Date on which a distribution is made in reduction of
the Class Certificate Principal Balance of the Class A17
Certificates, funds on deposit in the Rounding Account shall be,
to the extent needed, withdrawn by the Trustee and applied to
round upward to an integral multiple of $1,000 the aggregate
distribution in reduction of the Class Certificate Principal
Balance to be made on the Class A17 Certificates. Rounding of
such distribution on the Class A17 Certificates shall be
accomplished, on the first such Distribution Date, by withdrawing
from the Rounding Account the amount of funds, if any, needed to
round the amount otherwise available for such distribution in
reduction of the Class Certificate Principal Balance of the Class
A17 Certificates upward to the next integral multiple of $1,000.
On each succeeding Distribution Date on which distributions in
reduction of the Class Certificate Principal Balance of the Class
A17 Certificates are to be made, the aggregate amount of such
distributions allocable to the Class A17 Certificates shall be
applied first to repay any funds withdrawn from the Rounding
Account and not previously repaid, and then the remainder of such
allocable amount, if any, shall be similarly rounded upward to
the next integral multiple of $1,000 and applied as distributions
in reduction of the Class Certificate Principal Balance of the
Class A17 Certificates; this process shall continue on succeeding
Distribution Dates prior to the Cross-Over Date until the Class
Certificate Principal Balance of the Class A17 Certificates has
been reduced to zero. The Rounding Account shall be maintained as
a non-interest bearing account; the Rounding Account shall not be
an asset of the Trust Fund, but shall be an asset in the Lower
Tier REMIC.

      (f) Notwithstanding any provisions herein to the contrary,
on each Distribution Date following the first Distribution Date
on or after the Cross-Over Date, all distributions in reduction
of the Class Certificate Principal Balance of any Class A17
Certificates will be made among the Holders and Certificate
Owners of such Class of Certificates, pro rata, based on their
Certificate Principal Balances, and will not be made in integral
multiples of $1,000 or pursuant to requested distributions or
mandatory distributions by Random Lot.



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      (g) In the event that Definitive Certificates representing
the Class A17 Certificates are issued pursuant to Section
5.02(f), all requests for distributions or withdrawals of such
requests relating to such Class must be submitted to the Trustee,
and the Trustee shall perform the functions described in Section
4.10(a) through (d) using its own procedures, which procedures
shall, to the extent practicable, be consistent with the
procedures described in Section 4.10(a) through (d).





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<PAGE>



                             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 $501,148,045.23. 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        $18,563,000.00      7.250%              $25,000
Class A2         13,339,000.00      7.250                25,000
Class A3         29,292,000.00      6.750                25,000
Class A4         13,131,000.00      6.750                25,000
Class A5         18,652,000.00      6.750                25,000
Class A6         21,902,000.00      7.250                25,000
Class A7         99,594,000.00      7.250                25,000
Class A8         55,000,000.00      7.250                25,000
Class A9          4,251,000.00      7.250                25,000
Class A10        11,731,000.00      7.250                25,000
Class A11        21,579,000.00      7.250                25,000
Class A12              (1)          7.250                62,500
Class A13        29,722,000.00      7.250                25,000
Class A14        28,039,777.00       (3)                 25,000
Class A15         6,768,223.00       (3)                 25,000
Class A16        77,822,900.00      7.250                25,000
Class A17        30,000,000.00      7.125                 1,000
Class A18              (1)          0.065             7,273,000
Class A19              (1)          0.060             8,000,000
Class PO            461,302.42      0.000                25,000
Class M           7,768,000.00      7.250               100,000
Class B1          4,761,000.00      7.250               100,000
Class B2          3,759,000.00      7.250               100,000
Class B3          2,506,000.00      7.250               250,000
Class B4            751,700.00      7.250               250,000
Class B5          1,754,042.81      7.250               250,000
Class S                (2)           (2)             12,500,000
Class R                  50.00      7.250                    50
Class RL                 50.00      7.250                    50

- --------------------------
(1)   The Class A12, Class A18 and Class A19 Certificates are
      issued with an initial Notional Principal Balance of
      $4,212,067.00, $30,000,000.00 and $30,000,000.00,
      respectively.

(2)   The Class S Certificates are issued with an initial
      Notional Principal Balance of $473,473,790.99 and shall
      bear interest at the Strip Rate.

(3)   The Certificate Interest Rates of each of the Class A14 and
      Class A15 Certificates for each Interest Accrual Period
      shall be determined as provided in Section 5.01(f).


           (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


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<PAGE>



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). Each Class
of Residual Certificates 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.

           (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.

           (f) During the first Interest Accrual Period, the
Certificate Interest Rate of the Class A14 Certificates shall be
6.75% per annum. For each subsequent Interest Accrual Period, the
Certificate Interest Rate of the Class A14 Certificates shall be
a per annum rate equal to 1.10% plus LIBOR for the related LIBOR
Determination Date, subject to a maximum rate of 9.00% and a
minimum rate of 1.10%.


                                109

<PAGE>




      During the first Interest Accrual Period, the Certificate
Interest Rate of the Class A15 Certificates shall be 9.3214% per
annum. For each subsequent Interest Accrual Period, the
Certificate Interest Rate of the Class A15 Certificates shall be
a per annum rate equal to 32.728571% minus the product of (i)
4.142857 and (ii) LIBOR for the related LIBOR Determination Date,
subject to a maximum rate of 32.728571% and a minimum rate of
0.00%.

           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
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.



                                110

<PAGE>



           (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
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


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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
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 either
the Upper Tier REMIC or the Lower Tier REMIC established
hereunder to fail to qualify as a REMIC at any time that the
Certificates are outstanding.



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<PAGE>



           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 Restricted 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 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 S or
Class PO Certificates to the Company or upon any subsequent
transfer of any Class S or Class PO 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.


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<PAGE>




           (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.

          (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


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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
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,


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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.

           (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


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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
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


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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". 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


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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:

           (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


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      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.

           (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.



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                            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
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


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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.

           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.




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                            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 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


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      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
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


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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
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.





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                           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;

          (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


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<PAGE>



      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
      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


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<PAGE>



      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 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


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      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
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


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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 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


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<PAGE>



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, 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


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<PAGE>



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
      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;



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<PAGE>



          (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 each of the Upper Tier REMIC and the Lower Tier REMIC
from failing to qualify as a REMIC and to prevent the imposition
of a tax on the Trust Fund or such REMICs. 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.


                            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


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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
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


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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 or Section 2.05(d) as the case may be. 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 each of the Upper
Tier REMIC and the Lower Tier 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 either of the
Upper Tier REMIC or the Lower Tier REMIC as defined in section
860F of the Code, or (ii) cause either of the Upper Tier REMIC or
the Lower Tier REMIC 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


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<PAGE>



      Section 9.01, the Company shall prepare and the Trustee
      shall execute and adopt a plan of complete liquidation for
      each of the Upper Tier REMIC and the Lower Tier 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 each of
the Upper Tier REMIC and the Lower Tier REMIC, 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 each of
the Upper Tier REMIC and the Lower Tier REMIC 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 qualification or to
avoid or minimize the risk of the imposition of such a tax.



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<PAGE>



           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 either of the Upper Tier REMIC or the
Lower Tier REMIC 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
subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such


                                137

<PAGE>



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
covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of


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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, to Standard & Poor's Rating Services, 26
Broadway, 15th Floor, New York, New York 10004, Attention:
Mortgage Surveillance Group, 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
delivered pursuant to this Agreement: monthly statements to
Certificateholders pursuant to Section 4.05, annual report of


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<PAGE>



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.

                           *     *     *


                               140

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           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 1997-8


          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                              $18,563,000

Certificate Interest                Initial Certificate Principal
Rate per annum:  7.25%              Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1997

First Distribution Date:            CUSIP:  36157NAB0
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 1997-8, issued in twenty-nine Classes (Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7,
Class A8, Class A9, Class A10, Class A11, Class A12, Class A13,
Class A14, Class A15, Class A16, Class A17, Class A18, Class A19,
Class R, Class RL, 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


                                4

<PAGE>

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
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.


                                5


<PAGE>

No transfer of any Class R and Class RL 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 (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 and Class RL 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 and Class RL 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

                                6


<PAGE>

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
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 1997-8


          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                              $13,339,000

Certificate Interest                Initial Certificate Principal
Rate per annum:  7.25%              Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1997

First Distribution Date:            CUSIP:  36157NAC8
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 1997-8


          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                              $29,292,000

Certificate Interest                Initial Certificate Principal
Rate per annum:  6.75%              Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1997

First Distribution Date:            CUSIP:  36157NAD6
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 1997-8


          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                              $13,131,000

Certificate Interest                Initial Certificate Principal
Rate per annum:  6.75%              Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1997

First Distribution Date:            CUSIP:  36157NAE4
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 1997-8


          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                              $18,652,000

Certificate Interest                Initial Certificate Principal
Rate per annum:  6.75%              Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1997

First Distribution Date:            CUSIP:  36157NAF1
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 1997-8


          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                              $21,902,000

Certificate Interest                Initial Certificate Principal
Rate per annum:  7.25%              Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1997

First Distribution Date:            CUSIP:  36157NAG9
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>






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.


                               23

<PAGE>






     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1997-8


          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 A7 Certificate
                                    Principal Balance:
Class A7                              $99,594,000

Certificate Interest                Initial Certificate Principal
Rate per annum:  7.25%              Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1997

First Distribution Date:            CUSIP:  36157NAH7
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 A7 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.


                               26
<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.


                               27

<PAGE>






     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1997-8


          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 A8 Certificate
                                    Principal Balance:
Class A8                              $55,000,000

Certificate Interest                Initial Certificate Principal
Rate per annum:  7.25%              Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1997

First Distribution Date:            CUSIP:  36157NAJ3
October 27, 1997


                               28

<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 A8 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


                               29

<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.


                               30
<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.


                               31

<PAGE>






     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1997-8


          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 A9 Certificate
                                    Principal Balance:
Class A9                              $4,251,000

Certificate Interest                Initial Certificate Principal
Rate per annum:  7.25%              Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1997

First Distribution Date:            CUSIP:  36157NAK0
October 27, 1997


                                




                               32

<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 A9 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


                               33

<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.

                               34

<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.


                               35

<PAGE>






     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1997-8


          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 A10 Certificate
                                    Principal Balance:
Class A10                             $11,731,000

Certificate Interest                Initial Certificate Principal
Rate per annum:  7.25%              Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1997

First Distribution Date:            CUSIP:  36157NAL8
October 27, 1997


                               36

<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 A10 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


                                37

<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.

                               38

<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.


                               39

<PAGE>






     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1997-8


          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 A11 Certificate
                                    Principal Balance:
Class A11                             $21,579,000

Certificate Interest                Initial Certificate Principal
Rate per annum:  7.25%              Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1997

First Distribution Date:            CUSIP:  36157NAM6
October 27, 1997


                               40

<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 A11 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


                               41

<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.


                               42
<PAGE>






PRINCIPAL WILL NOT BE DISTRIBUTABLE IN RESPECT OF THIS
CERTIFICATE. INTEREST IS CALCULATED ON THIS CERTIFICATE BASED ON
THE NOTIONAL PRINCIPAL BALANCE HEREOF, WHICH IS EQUAL TO A
PERCENTAGE OF THE SUM OF THE CLASS CERTIFICATE PRINCIPAL BALANCES
OF OTHER CLASSES OF CERTIFICATES. ACCORDINGLY, 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 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.


                               43

<PAGE>






     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1997-8


          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 A12 Notional
                                    Principal Balance:
Class A12                             $4,212,067

Certificate Interest                Initial Notional
Rate per annum:  7.25%              Principal Balance of this
                                    Certificate:
                                      $
Cut-off Date:
September 1, 1997

First Distribution Date:            CUSIP:  36157NAN4
October 27, 1997


                               44

<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 A12 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


                               45

<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.

                               46

<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.


                               47

<PAGE>






     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1997-8


          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 A13 Certificate
                                    Principal Balance:
Class A13                             $29,722,000

Certificate Interest                Initial Certificate Principal
Rate per annum:  7.25%              Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1997

First Distribution Date:            CUSIP:  36157NAP9
October 27, 1997


                               48

<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 A13 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


                               49

<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.

                               50

<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.


                               51

<PAGE>






     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1997-8


          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 A14 Certificate
                                    Principal Balance:
Class A14                             $28,039,777

Certificate Interest                Initial Certificate Principal
Rate per annum: variable            Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1997

First Distribution Date:            CUSIP:  36157NAQ7
October 27, 1997


                               52

<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 A14 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


                               53

<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.

                               54

<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.


                               55

<PAGE>






     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1997-8


          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 A15 Certificate
                                    Principal Balance:
Class A15                             $6,768,223

Certificate Interest                Initial Certificate Principal
Rate per annum: variable            Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1997

First Distribution Date:            CUSIP:  36157NAR5
October 27, 1997


                               56

<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 A15 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


                               57

<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.

                               58

<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.


                               59

<PAGE>






     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1997-8


          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 A16 Certificate
                                    Principal Balance:
Class A16                             $77,822,900

Certificate Interest                Initial Certificate Principal
Rate per annum: 7.25%               Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1997

First Distribution Date:            CUSIP:  36157NAS3
October 27, 1997


                               60

<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 A16 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


                               61

<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.

                               62

<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.


                               63

<PAGE>






     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1997-8


          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 A17 Certificate
                                    Principal Balance:
Class A17                             $30,000,000

Certificate Interest                Initial Certificate Principal
Rate per annum: 7.125%              Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1997

First Distribution Date:            CUSIP:  36157NAT1
October 27, 1997


                               64

<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 A17 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


                               65

<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.

                               66

<PAGE>






PRINCIPAL WILL NOT BE DISTRIBUTABLE IN RESPECT OF THIS
CERTIFICATE. INTEREST IS CALCULATED ON THIS CERTIFICATE BASED ON
THE NOTIONAL PRINCIPAL BALANCE HEREOF, WHICH IS EQUAL TO THE
CLASS CERTIFICATE PRINCIPAL BALANCES OF OTHER CLASSES OF
CERTIFICATES. ACCORDINGLY, 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 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).


                               67

<PAGE>






     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1997-8


          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 A18 Notional
                                    Principal Balance:
Class A18                             $30,000,000

Certificate Interest                Initial Notional Principal
Rate per annum: 0.065%              Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1997

First Distribution Date:            CUSIP:  36157NAU8
October 27, 1997


                               68

<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 A18 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


                               69

<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.

                               70

<PAGE>






PRINCIPAL WILL NOT BE DISTRIBUTABLE IN RESPECT OF THIS
CERTIFICATE. INTEREST IS CALCULATED ON THIS CERTIFICATE BASED ON
THE NOTIONAL PRINCIPAL BALANCE HEREOF, WHICH IS EQUAL TO THE
CLASS CERTIFICATE PRINCIPAL BALANCES OF OTHER CLASSES OF
CERTIFICATES. ACCORDINGLY, 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 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).

                               71

<PAGE>






     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1997-8


          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 A19 Notional
                                    Principal Balance:
Class A19                             $30,000,000

Certificate Interest                Initial Notional Principal
Rate per annum: 0.060%              Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1997

First Distribution Date:            CUSIP:  36157NAV6
October 27, 1997


                               72

<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 A19 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


                               73

<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.

                               74

<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.


                               75

<PAGE>






     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1997-8


          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                               $7,768,000

Certificate Interest                Initial Certificate Principal
Rate per annum: 7.25%               Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1997

First Distribution Date:            CUSIP:  36157NAZ7
October 27, 1997

                               76

<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


                               77

<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 1997-8, issued in twenty-nine Classes (Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7,
Class A8, Class A9, Class A10, Class A11, Class A12, Class A13,
Class A14, Class A15, Class A16, Class A17, Class A18, Class A19,
Class R, Class RL, 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


                               78

<PAGE>

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
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.



                               79

<PAGE>

No transfer of any Class R and Class RL 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 (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 and Class RL 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 and Class RL 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


                               80

<PAGE>

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
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.




                                81


<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 1997-8


          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.
1                                   Initial Class B1 Certificate
                                    Principal Balance:
Class B1                              $4,761,000

Certificate Interest                Initial Certificate Principal
Rate per annum: 7.25%               Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1997

First Distribution Date:            CUSIP:  36157NBA1
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 this


                                5

<PAGE>

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 1997-8


          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                              $4,761,000

Certificate Interest                Initial Certificate Principal
Rate per annum: 7.25%               Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1997

First Distribution Date:            CUSIP:  36157NBA1
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 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


                                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.

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.

                               11


<PAGE>






     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1997-8


          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                              $3,759,000

Certificate Interest                Initial Certificate Principal
Rate per annum: 7.25%               Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1997

First Distribution Date:            CUSIP:  36157NBB9
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 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

                               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>






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.


                               15

<PAGE>

THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER
RESTRICTIONS AS SET FORTH HEREIN.

                               16

<PAGE>






     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1997-8


          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                              $2,506,000

Certificate Interest                Initial Certificate Principal
Rate per annum: 7.25%               Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1997

First Distribution Date:            CUSIP:  36157NBD5
October 27, 1997

                               17

<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


                               18

<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 1997-8, issued in twenty-nine Classes (Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7,
Class A8, Class A9, Class A10, Class A11, Class A12, Class A13,
Class A14, Class A15, Class A16, Class A17, Class A18, Class A19,
Class R, Class RL, 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


                               19

<PAGE>

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
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.


                               20


<PAGE>

No transfer of any Class R and Class RL 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 (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 and Class RL 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 and Class RL 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


                               21

<PAGE>

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
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.



                               22

<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.


Dated
- ---------------------------    -----------------------------------
                                                       (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 1997-8


          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                              $751,700

Certificate Interest                Initial Certificate Principal
Rate per annum: 7.25%               Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1997

First Distribution Date:            CUSIP:  36157NBF0
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 1997-8


          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                              $1,754,042.81

Certificate Interest                Initial Certificate Principal
Rate per annum: 7.25%               Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1997

First Distribution Date:            CUSIP:  36157NBH6
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).

TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION
5.02 OF THE AGREEMENT.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY
ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY AS SET FORTH
IN THE AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT
TO THE TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE
SECTION 860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR
OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION, OR AN ENTITY
THAT HOLDS REMIC RESIDUAL SECURITIES AS NOMINEE TO FACILITATE THE
CLEARANCE AND SETTLEMENT OF SUCH SECURITIES THROUGH BOOK-ENTRY
CHANGES IN ACCOUNTS OF PARTICIPATING ORGANIZATIONS (A "BOOK-ENTRY
NOMINEE") AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE AGREEMENT
AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE RESTRICTIONS ON
TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
BOOK-ENTRY NOMINEES.

THE HOLDER OF THIS CLASS R CERTIFICATE, BY ACCEPTANCE HEREOF, IS
DEEMED TO HAVE IRREVOCABLY APPOINTED THE COMPANY AS ITS AGENT AND
ATTORNEY-IN-FACT TO ACT AS "TAX MATTERS PERSON" OF THE UPPER-TIER
REMIC TO PERFORM THE FUNCTIONS OF A "TAX MATTERS PARTNER" FOR
PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE,
WITH RESPECT TO THE TRUST FUND.


                               15

<PAGE>






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.

     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1997-8


          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 R Certificate
                                    Principal Balance:
Class R                               $50

Certificate Interest                Initial Certificate Principal
Rate per annum: 7.25%               Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1997

First Distribution Date:            CUSIP:  36157NAW4
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 R 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 1997-8, issued in twenty-nine Classes (Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7,
Class A8, Class A9, Class A10, Class A11, Class A12, Class A13,
Class A14, Class A15, Class A16, Class A17, Class A18, Class A19,
Class R, Class RL, 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


                               18

<PAGE>

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
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.



                               19

<PAGE>

No transfer of any Class R and Class RL 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 (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 and Class RL 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 and Class RL 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


                               20

<PAGE>

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
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 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.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY
ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY AS SET FORTH
IN THE AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT
TO THE TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE
SECTION 860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR
OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION, OR AN ENTITY
THAT HOLDS REMIC RESIDUAL SECURITIES AS NOMINEE TO FACILITATE THE
CLEARANCE AND SETTLEMENT OF SUCH SECURITIES THROUGH BOOK-ENTRY
CHANGES IN ACCOUNTS OF PARTICIPATING ORGANIZATIONS (A "BOOK-ENTRY
NOMINEE") AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE AGREEMENT
AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE RESTRICTIONS ON
TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
BOOK-ENTRY NOMINEES.

THE HOLDER OF THIS CLASS R CERTIFICATE, BY ACCEPTANCE HEREOF, IS
DEEMED TO HAVE IRREVOCABLY APPOINTED THE COMPANY AS ITS AGENT AND
ATTORNEY-IN-FACT TO ACT AS "TAX MATTERS PERSON" OF THE LOWER-TIER
REMIC TO PERFORM THE FUNCTIONS OF A "TAX MATTERS PARTNER" FOR
PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE,
WITH RESPECT TO THE TRUST FUND.


                                3

<PAGE>






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.

     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1997-8


          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 RL Certificate
                                    Principal Balance:
Class RL                              $50

Certificate Interest                Initial Certificate Principal
Rate per annum: 7.25%               Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1997

First Distribution Date:            CUSIP:  36157NAX2
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 RL 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 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).





                                7

<PAGE>







     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1997-8

          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                                  $461,302.42

Certificate Interest                Initial Certificate Principal
  Rate per annum:                      Balance of this Certificate:
non-interest bearing                      $

Cut-off Date:
September 1, 1997

First Distribution Date:            CUSIP:  36157NAY0
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 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


                                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.

           This Certificate is one of a duly authorized issue of
Certificates designated as REMIC Multi-Class Pass-Through
Certificates, Series 1997-8, issued in twenty-nine Classes (Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7,
Class A8, Class A9, Class A10, Class A11, Class A12, Class A13,
Class A14, Class A15, Class A16, Class A17, Class A18, Class A19,
Class R, Class RL, 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


                               10

<PAGE>

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
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.


                               11


<PAGE>

No transfer of any Class R and Class RL 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 (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 and Class RL 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 and Class RL 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


                               12

<PAGE>

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
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.



                               13

<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 1997-8


          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                               $473,473,790.99

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 1997-8, issued in twenty-nine Classes (Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7,
Class A8, Class A9, Class A10, Class A11, Class A12, Class A13,
Class A14, Class A15, Class A16, Class A17, Class A18, Class A19,
Class R, Class RL, 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


                               6



<PAGE>

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 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


                              7



<PAGE>

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 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


                               8



<PAGE>

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.



                                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

<PAGE>


                     SCHEDULED BALANCES TABLE
 
     The Scheduled Balances for the Scheduled Group Senior
Certificates, the Aggregate Type I PAC Balances for the Type I
PAC Certificates and the Aggregate Type II PAC Balances for the
Type II PAC Certificates set forth in the table below were
calculated on the basis of the Class Certificate Principal
Balances of the Scheduled Group Senior Certificates set forth on
the cover hereof and the other assumptions described in 'Yield
and Weighted Average Life Considerations--Weighted Average Lives
of the Certificates--Scheduled Group Senior Certificates' and
'--PAC Certificates' herein. If such Class Certificate Principal
Balances are increased or decreased in accordance with the
variance permitted hereby, the applicable balances set forth in
the table below will be increased or decreased substantially
correspondingly. In such event, the final Scheduled Balances
Table will be calculated on or about the Closing Date on the
basis of such revised Class Certificate Principal Balances and on
the basis of (1) the applicable Structuring Range of the Type I
PAC Certificates, the Type II PAC Certificates and the Scheduled
Group Senior Certificates and (2) the assumptions set forth in
clauses (i), (iv) through (viii) and (x) of the Modeling
Assumptions. The final Scheduled Balances Table will be set forth
in the Agreement, which will be filed as an exhibit to the
Detailed Description.


                    AGGREGATE SCHEDULED  AGGREGATE TYPE I   AGGREGATE TYPE II
DISTRIBUTION DATE     SENIOR BALANCE       PAC BALANCE         PAC BALANCE
- -----------------   -------------------  ----------------   -----------------
Initial Balance..     $258,942,000.00    $ 104,136,000.00    $ 21,902,000.00
October 1997.....      258,530,565.70      103,878,565.19      21,902,000.00
November 1997....      258,015,211.10      103,594,277.88      21,902,000.00
December 1997....      257,396,043.56      103,283,178.17      21,902,000.00
January 1998.....      256,673,275.98      102,945,313.25      21,902,000.00
February 1998....      255,847,227.19      102,580,737.35      21,902,000.00
March 1998.......      254,918,322.11      102,189,511.76      21,902,000.00
April 1998.......      253,887,091.76      101,771,704.81      21,902,000.00
May 1998.........      252,754,173.10      101,327,391.85      21,902,000.00
June 1998........      251,520,308.64      100,856,655.24      21,902,000.00
July 1998........      250,186,345.96      100,359,584.32      21,902,000.00
August 1998......      248,753,236.97       99,836,275.42      21,902,000.00
September 1998...      247,222,037.00       99,286,831.79      21,902,000.00
October 1998.....      245,593,903.76       98,711,363.58      21,902,000.00
November 1998....      243,870,096.03       98,109,987.86      21,902,000.00
December 1998....      242,051,972.27       97,482,828.49      21,902,000.00
January 1999.....      240,140,988.99       96,830,016.17      21,902,000.00
February 1999....      238,138,698.97       96,151,688.37      21,902,000.00
March 1999.......      236,046,749.28       95,447,989.24      21,902,000.00
April 1999.......      233,866,879.14       94,719,069.65      21,902,000.00
May 1999.........      231,600,917.68       93,965,087.06      21,902,000.00
June 1999........      229,250,781.41       93,186,205.50      21,902,000.00
July 1999........      226,818,471.64       92,382,595.54      21,902,000.00
August 1999......      224,306,071.72       91,554,434.18      21,902,000.00
September 1999...      221,715,744.07       90,701,904.82      21,902,000.00
October 1999.....      219,049,727.17       89,825,197.19      21,902,000.00
November 1999....      216,310,332.35       88,924,507.28      21,902,000.00
December 1999....      213,499,940.41       88,000,037.27      21,902,000.00
January 2000.....      210,620,998.24       87,051,995.46      21,902,000.00
February 2000....      207,676,015.20       86,080,596.20      21,902,000.00


<PAGE>


                    AGGREGATE SCHEDULED  AGGREGATE TYPE I   AGGREGATE TYPE II
DISTRIBUTION DATE     SENIOR BALANCE       PAC BALANCE         PAC BALANCE
- -----------------   -------------------  ----------------   -----------------
March 2000.......      204,763,335.00       85,110,768.52      21,902,000.00
April 2000.......      201,882,612.84       84,142,505.15      21,902,000.00
May 2000.........      199,033,507.59       83,175,798.80      21,902,000.00
June 2000........      196,215,681.74       82,210,642.22      21,902,000.00
July 2000........      193,428,801.41       81,247,028.14      21,902,000.00
August 2000......      190,672,536.25       80,284,949.30      21,902,000.00
September 2000...      187,946,559.46       79,324,398.46      21,902,000.00
October 2000.....      185,250,547.72       78,365,368.38      21,902,000.00
November 2000....      182,584,181.13       77,407,851.82      21,902,000.00
December 2000....      179,947,143.26       76,451,841.56      21,902,000.00
January 2001.....      177,339,121.00       75,497,330.38      21,902,000.00
February 2001....      174,759,804.62       74,544,311.06      21,902,000.00
March 2001.......      172,208,887.68       73,592,776.39      21,902,000.00
April 2001.......      169,686,067.01       72,642,719.17      21,902,000.00
May 2001.........      167,191,042.68       71,694,132.20      21,902,000.00
June 2001........      164,723,517.95       70,747,008.31      21,902,000.00
July 2001........      162,283,199.27       69,801,340.30      21,902,000.00
August 2001......      159,869,796.21       68,857,121.00      21,902,000.00
September 2001...      157,483,021.43       67,914,343.23      21,902,000.00
October 2001.....      155,122,590.69       66,972,999.84      21,902,000.00
November 2001....      152,788,222.75       66,033,083.66      21,902,000.00
December 2001....      150,479,639.40       65,094,587.55      21,902,000.00
January 2002.....      148,196,565.38       64,157,504.35      21,902,000.00
February 2002....      145,938,728.39       63,221,826.93      21,902,000.00
March 2002.......      143,705,859.03       62,287,548.14      21,902,000.00
April 2002.......      141,497,690.78       61,354,660.87      21,902,000.00
May 2002.........      139,313,959.95       60,423,157.99      21,902,000.00
June 2002........      137,154,405.71       59,493,032.38      21,902,000.00
July 2002........      135,018,769.96       58,564,276.93      21,902,000.00
August 2002......      132,906,797.41       57,636,884.53      21,902,000.00
September 2002...      130,818,235.48       56,710,848.09      21,902,000.00
October 2002.....      128,792,148.65       55,795,566.09      21,902,000.00
November 2002....      126,788,763.79       54,881,597.96      21,902,000.00
December 2002....      124,807,836.31       53,968,936.46      21,902,000.00
January 2003.....      122,849,124.19       53,057,574.32      21,902,000.00
February 2003....      120,912,388.04       52,147,504.29      21,902,000.00
March 2003.......      118,997,390.98       51,238,719.12      21,902,000.00
April 2003.......      117,103,898.69       50,331,211.58      21,902,000.00
May 2003.........      115,231,679.34       49,424,974.42      21,902,000.00
June 2003........      113,380,503.58       48,520,000.41      21,902,000.00
July 2003........      111,550,144.49       47,616,282.30      21,902,000.00
August 2003......      109,740,377.59       46,713,812.88      21,902,000.00
September 2003...      107,950,980.80       45,812,584.91      21,902,000.00
October 2003.....      106,194,174.88       44,915,655.26      21,902,000.00


<PAGE>


                    AGGREGATE SCHEDULED  AGGREGATE TYPE I   AGGREGATE TYPE II
DISTRIBUTION DATE     SENIOR BALANCE       PAC BALANCE         PAC BALANCE
- -----------------   -------------------  ----------------   -----------------
November 2003....      104,457,179.72       44,019,939.78      21,902,000.00
December 2003....      102,739,780.84       43,125,431.21      21,902,000.00
January 2004.....      101,041,766.03       42,232,122.28      21,902,000.00
February 2004....       99,362,925.35       41,340,005.75      21,902,000.00
March 2004.......       97,703,051.12       40,449,074.36      21,902,000.00
April 2004.......       96,061,937.87       39,559,320.85      21,902,000.00
May 2004.........       94,439,382.32       38,670,737.98      21,902,000.00
June 2004........       92,835,183.39       37,783,318.50      21,902,000.00
July 2004........       91,249,142.12       36,897,055.16      21,902,000.00
August 2004......       89,681,061.69       36,011,940.72      21,902,000.00
September 2004...       88,132,545.13       35,127,967.94      21,902,000.00
October 2004.....       86,640,528.34       34,251,092.53      21,902,000.00
November 2004....       85,172,464.96       33,375,313.38      21,902,000.00
December 2004....       83,727,982.60       32,500,623.18      21,902,000.00
January 2005.....       82,306,714.56       31,627,014.65      21,902,000.00
February 2005....       80,908,299.74       30,754,480.47      21,902,000.00
March 2005.......       79,532,382.54       29,883,013.36      21,902,000.00
April 2005.......       78,178,612.83       29,012,606.02      21,902,000.00
May 2005.........       76,846,645.80       28,143,251.14      21,902,000.00
June 2005........       75,536,141.91       27,274,941.44      21,902,000.00
July 2005........       74,246,766.82       26,407,669.63      21,902,000.00
August 2005......       72,978,191.29       25,541,428.40      21,902,000.00
September 2005...       71,730,091.13       24,676,210.47      21,902,000.00
October 2005.....       70,530,053.64       23,817,766.88      21,902,000.00
November 2005....       69,349,194.62       22,960,294.79      21,902,000.00
December 2005....       68,187,215.44       22,103,786.88      21,902,000.00
January 2006.....       67,043,822.06       21,248,235.84      21,902,000.00
February 2006....       65,918,724.94       20,393,634.37      21,902,000.00
March 2006.......       64,811,638.99       19,539,975.14      21,902,000.00
April 2006.......       63,722,283.49       18,687,250.85      21,902,000.00
May 2006.........       62,650,382.03       17,835,454.17      21,902,000.00
June 2006........       61,595,662.45       16,984,577.80      21,902,000.00
July 2006........       60,557,856.74       16,146,567.21      21,890,047.21
August 2006......       59,536,701.03       15,326,166.10      21,861,390.59
September 2006...       58,531,935.49       14,523,012.81      21,816,384.51
October 2006.....       57,567,028.53       13,764,318.82      21,733,327.89
November 2006....       56,617,291.86       13,021,118.87      21,635,618.07
December 2006....       55,682,492.60       12,293,101.96      21,523,558.74
January 2007.....       54,762,401.42       11,579,963.28      21,397,447.44
February 2007....       53,856,792.46       10,881,404.09      21,257,575.63
March 2007.......       52,965,443.30       10,197,131.53      21,104,228.85
April 2007.......       52,088,134.86        9,526,858.62      20,937,686.80
May 2007.........       51,224,651.40        8,870,304.03      20,758,223.51
June 2007........       50,374,780.46        8,227,192.05      20,566,107.38


<PAGE>


                    AGGREGATE SCHEDULED  AGGREGATE TYPE I   AGGREGATE TYPE II
DISTRIBUTION DATE     SENIOR BALANCE       PAC BALANCE         PAC BALANCE
- -----------------   -------------------  ----------------   -----------------
July 2007........       49,538,312.80        7,597,252.44      20,361,601.35
August 2007......       48,715,042.32        6,980,220.32      20,155,362.99
September 2007...       47,904,766.10        6,375,836.10      19,949,470.99
October 2007.....       47,107,284.26        5,783,845.32      19,743,979.93
November 2007....       46,322,399.96        5,203,998.61      19,538,942.34
December 2007....       45,549,919.35        4,636,051.54      19,334,408.80
January 2008.....       44,789,651.52        4,079,764.54      19,130,427.97
February 2008....       44,041,408.47        3,534,902.82      18,927,046.64
March 2008.......       43,305,005.04        3,001,236.25      18,724,309.78
April 2008.......       42,580,258.88        2,478,539.28      18,522,260.59
May 2008.........       41,866,990.41        1,966,590.86      18,320,940.54
June 2008........       41,165,022.78        1,465,174.32      18,120,389.45
July 2008........       40,474,181.83          974,077.32      17,920,645.50
August 2008......       39,794,296.04          493,091.75      17,721,745.29
September 2008...       39,125,196.49           22,013.62      17,523,723.86
October 2008.....       38,466,716.83                0.00      16,887,257.82
November 2008....       37,818,693.25                0.00      16,239,234.24
December 2008....       37,180,964.41                0.00      15,601,505.40
January 2009.....       36,553,371.43                0.00      14,973,912.42
February 2009....       35,935,757.85                0.00      14,356,298.84
March 2009.......       35,327,969.57                0.00      13,748,510.56
April 2009.......       34,729,854.86                0.00      13,150,395.85
May 2009.........       34,141,264.29                0.00      12,561,805.28
June 2009........       33,562,050.67                0.00      11,982,591.66
July 2009........       32,992,069.10                0.00      11,412,610.09
August 2009......       32,431,176.85                0.00      10,851,717.84
September 2009...       31,879,233.36                0.00      10,299,774.36
October 2009.....       31,336,100.24                0.00       9,756,641.23
November 2009....       30,801,641.16                0.00       9,222,182.15
December 2009....       30,275,721.91                0.00       8,696,262.90
January 2010.....       29,758,210.29                0.00       8,178,751.28
February 2010....       29,248,976.13                0.00       7,669,517.12
March 2010.......       28,747,891.23                0.00       7,168,432.22
April 2010.......       28,254,829.36                0.00       6,675,370.36
May 2010.........       27,769,666.20                0.00       6,190,207.19
June 2010........       27,292,279.32                0.00       5,712,820.31
July 2010........       26,822,548.16                0.00       5,243,089.15
August 2010......       26,360,354.00                0.00       4,780,894.99
September 2010...       25,905,579.93                0.00       4,326,120.92
October 2010.....       25,458,110.81                0.00       3,878,651.80
November 2010....       25,017,833.27                0.00       3,438,374.26
December 2010....       24,584,635.66                0.00       3,005,176.65
January 2011.....       24,158,408.03                0.00       2,578,949.02
February 2011....       23,739,042.12                0.00       2,159,583.11


<PAGE>


                    AGGREGATE SCHEDULED  AGGREGATE TYPE I   AGGREGATE TYPE II
DISTRIBUTION DATE     SENIOR BALANCE       PAC BALANCE         PAC BALANCE
- -----------------   -------------------  ----------------   -----------------
March 2011.......       23,326,431.30                0.00       1,746,972.29
April 2011.......       22,920,470.60                0.00       1,341,011.59
May 2011.........       22,521,056.60                0.00         941,597.59
June 2011........       22,128,087.52                0.00         548,628.51
July 2011........       21,741,463.08                0.00         162,004.07
August 2011......       21,361,084.56                0.00               0.00
September 2011...       20,986,854.74                0.00               0.00
October 2011.....       20,618,677.88                0.00               0.00
November 2011....       20,256,459.72                0.00               0.00
December 2011....       19,900,107.41                0.00               0.00
January 2012.....       19,549,529.53                0.00               0.00
February 2012....       19,204,636.08                0.00               0.00
March 2012.......       18,865,338.41                0.00               0.00
April 2012.......       18,531,549.23                0.00               0.00
May 2012.........       18,203,182.58                0.00               0.00
June 2012........       17,880,153.83                0.00               0.00
July 2012........       17,562,379.63                0.00               0.00
August 2012......       17,249,777.91                0.00               0.00
September 2012...       16,942,267.84                0.00               0.00
October 2012.....       16,639,769.87                0.00               0.00
November 2012....       16,342,205.61                0.00               0.00
December 2012....       16,049,497.92                0.00               0.00
January 2013.....       15,761,570.80                0.00               0.00
February 2013....       15,478,349.45                0.00               0.00
March 2013.......       15,199,760.18                0.00               0.00
April 2013.......       14,925,730.47                0.00               0.00
May 2013.........       14,656,188.86                0.00               0.00
June 2013........       14,391,065.03                0.00               0.00
July 2013........       14,130,289.72                0.00               0.00
August 2013......       13,873,794.73                0.00               0.00
September 2013...       13,621,512.90                0.00               0.00
October 2013.....       13,373,378.11                0.00               0.00
November 2013....       13,129,325.26                0.00               0.00
December 2013....       12,889,290.22                0.00               0.00
January 2014.....       12,653,209.89                0.00               0.00
February 2014....       12,421,022.08                0.00               0.00
March 2014.......       12,192,665.61                0.00               0.00
April 2014.......       11,968,080.21                0.00               0.00
May 2014.........       11,747,206.54                0.00               0.00
June 2014........       11,529,986.16                0.00               0.00
July 2014........       11,316,361.55                0.00               0.00
August 2014......       11,106,276.07                0.00               0.00
September 2014...       10,899,673.93                0.00               0.00
October 2014.....       10,696,500.22                0.00               0.00


<PAGE>


                    AGGREGATE SCHEDULED  AGGREGATE TYPE I   AGGREGATE TYPE II
DISTRIBUTION DATE     SENIOR BALANCE       PAC BALANCE         PAC BALANCE
- -----------------   -------------------  ----------------   -----------------
November 2014....       10,496,700.85                0.00               0.00
December 2014....       10,300,222.60                0.00               0.00
January 2015.....       10,107,013.03                0.00               0.00
February 2015....        9,917,020.52                0.00               0.00
March 2015.......        9,730,194.26                0.00               0.00
April 2015.......        9,546,484.19                0.00               0.00
May 2015.........        9,365,841.05                0.00               0.00
June 2015........        9,188,216.32                0.00               0.00
July 2015........        9,013,562.24                0.00               0.00
August 2015......        8,841,831.78                0.00               0.00
September 2015...        8,672,978.62                0.00               0.00
October 2015.....        8,506,957.19                0.00               0.00
November 2015....        8,343,722.58                0.00               0.00
December 2015....        8,183,230.61                0.00               0.00
January 2016.....        8,025,437.75                0.00               0.00
February 2016....        7,870,301.16                0.00               0.00
March 2016.......        7,717,778.66                0.00               0.00
April 2016.......        7,567,828.71                0.00               0.00
May 2016.........        7,420,410.42                0.00               0.00
June 2016........        7,275,483.53                0.00               0.00
July 2016........        7,133,008.40                0.00               0.00
August 2016......        6,992,946.00                0.00               0.00
September 2016...        6,855,257.91                0.00               0.00
October 2016.....        6,719,906.31                0.00               0.00
November 2016....        6,586,853.94                0.00               0.00
December 2016....        6,456,064.13                0.00               0.00
January 2017.....        6,327,500.78                0.00               0.00
February 2017....        6,201,128.35                0.00               0.00
March 2017.......        6,076,911.85                0.00               0.00
April 2017.......        5,954,816.81                0.00               0.00
May 2017.........        5,834,809.33                0.00               0.00
June 2017........        5,716,856.01                0.00               0.00
July 2017........        5,600,923.96                0.00               0.00
August 2017......        5,486,980.83                0.00               0.00
September 2017...        5,374,994.74                0.00               0.00
October 2017.....        5,264,934.33                0.00               0.00
November 2017....        5,156,768.71                0.00               0.00
December 2017....        5,050,467.47                0.00               0.00
January 2018.....        4,946,000.68                0.00               0.00
February 2018....        4,843,338.86                0.00               0.00
March 2018.......        4,742,453.01                0.00               0.00
April 2018.......        4,643,314.56                0.00               0.00
May 2018.........        4,545,895.40                0.00               0.00
June 2018........        4,450,167.83                0.00               0.00


<PAGE>


                    AGGREGATE SCHEDULED  AGGREGATE TYPE I   AGGREGATE TYPE II
DISTRIBUTION DATE     SENIOR BALANCE       PAC BALANCE         PAC BALANCE
- -----------------   -------------------  ----------------   -----------------
July 2018........        4,356,104.61                0.00               0.00
August 2018......        4,263,678.91                0.00               0.00
September 2018...        4,172,864.32                0.00               0.00
October 2018.....        4,083,634.84                0.00               0.00
November 2018....        3,995,964.86                0.00               0.00
December 2018....        3,909,829.21                0.00               0.00
January 2019.....        3,825,203.06                0.00               0.00
February 2019....        3,742,062.00                0.00               0.00
March 2019.......        3,660,381.99                0.00               0.00
April 2019.......        3,580,139.37                0.00               0.00
May 2019.........        3,501,310.84                0.00               0.00
June 2019........        3,423,873.47                0.00               0.00
July 2019........        3,347,804.68                0.00               0.00
August 2019......        3,273,082.26                0.00               0.00
September 2019...        3,199,684.32                0.00               0.00
October 2019.....        3,127,589.33                0.00               0.00
November 2019....        3,056,776.10                0.00               0.00
December 2019....        2,987,223.75                0.00               0.00
January 2020.....        2,918,911.75                0.00               0.00
February 2020....        2,851,819.88                0.00               0.00
March 2020.......        2,785,928.22                0.00               0.00
April 2020.......        2,721,217.20                0.00               0.00
May 2020.........        2,657,667.53                0.00               0.00
June 2020........        2,595,260.21                0.00               0.00
July 2020........        2,533,976.57                0.00               0.00
August 2020......        2,473,798.21                0.00               0.00
September 2020...        2,414,707.03                0.00               0.00
October 2020.....        2,356,685.20                0.00               0.00
November 2020....        2,299,715.18                0.00               0.00
December 2020....        2,243,779.70                0.00               0.00
January 2021.....        2,188,861.77                0.00               0.00
February 2021....        2,134,944.65                0.00               0.00
March 2021.......        2,082,011.89                0.00               0.00
April 2021.......        2,030,047.26                0.00               0.00
May 2021.........        1,979,034.83                0.00               0.00
June 2021........        1,928,958.88                0.00               0.00
July 2021........        1,879,803.95                0.00               0.00
August 2021......        1,831,554.85                0.00               0.00
September 2021...        1,784,196.59                0.00               0.00
October 2021.....        1,737,714.43                0.00               0.00
November 2021....        1,692,093.87                0.00               0.00
December 2021....        1,647,320.63                0.00               0.00
January 2022.....        1,603,380.67                0.00               0.00
February 2022....        1,560,260.14                0.00               0.00


<PAGE>


                    AGGREGATE SCHEDULED  AGGREGATE TYPE I   AGGREGATE TYPE II
DISTRIBUTION DATE     SENIOR BALANCE       PAC BALANCE         PAC BALANCE
- -----------------   -------------------  ----------------   -----------------
March 2022.......        1,517,945.45                0.00               0.00
April 2022.......        1,476,423.18                0.00               0.00
May 2022.........        1,435,680.16                0.00               0.00
June 2022........        1,395,703.40                0.00               0.00
July 2022........        1,356,480.14                0.00               0.00
August 2022......        1,317,997.80                0.00               0.00
September 2022...        1,280,244.01                0.00               0.00
October 2022.....        1,243,206.60                0.00               0.00
November 2022....        1,206,873.58                0.00               0.00
December 2022....        1,171,233.16                0.00               0.00
January 2023.....        1,136,273.72                0.00               0.00
February 2023....        1,101,983.86                0.00               0.00
March 2023.......        1,068,352.32                0.00               0.00
April 2023.......        1,035,368.04                0.00               0.00
May 2023.........        1,003,020.13                0.00               0.00
June 2023........          971,297.89                0.00               0.00
July 2023........          940,190.76                0.00               0.00
August 2023......          909,688.36                0.00               0.00
September 2023...          879,780.49                0.00               0.00
October 2023.....          850,457.09                0.00               0.00
November 2023....          821,708.28                0.00               0.00
December 2023....          793,524.31                0.00               0.00
January 2024.....          765,895.62                0.00               0.00
February 2024....          738,812.78                0.00               0.00
March 2024.......          712,266.51                0.00               0.00
April 2024.......          686,247.68                0.00               0.00
May 2024.........          660,747.32                0.00               0.00
June 2024........          635,756.59                0.00               0.00
July 2024........          611,266.79                0.00               0.00
August 2024......          587,269.36                0.00               0.00
September 2024...          563,755.89                0.00               0.00
October 2024.....          540,718.08                0.00               0.00
November 2024....          518,147.78                0.00               0.00
December 2024....          496,036.97                0.00               0.00
January 2025.....          474,377.76                0.00               0.00
February 2025....          453,162.37                0.00               0.00
March 2025.......          432,383.17                0.00               0.00
April 2025.......          412,032.64                0.00               0.00
May 2025.........          392,103.37                0.00               0.00
June 2025........          372,588.08                0.00               0.00
July 2025........          353,479.61                0.00               0.00
August 2025......          334,770.92                0.00               0.00
September 2025...          316,455.06                0.00               0.00
October 2025.....          298,525.21                0.00               0.00


<PAGE>


                    AGGREGATE SCHEDULED  AGGREGATE TYPE I   AGGREGATE TYPE II
DISTRIBUTION DATE     SENIOR BALANCE       PAC BALANCE         PAC BALANCE
- -----------------   -------------------  ----------------   -----------------
November 2025....          280,974.66                0.00               0.00
December 2025....          263,796.81                0.00               0.00
January 2026.....          246,985.15                0.00               0.00
February 2026....          230,533.29                0.00               0.00
March 2026.......          214,434.95                0.00               0.00
April 2026.......          198,683.92                0.00               0.00
May 2026.........          183,274.13                0.00               0.00
June 2026........          168,199.59                0.00               0.00
July 2026........          153,454.39                0.00               0.00
August 2026......          139,032.75                0.00               0.00
September 2026...          124,928.95                0.00               0.00
October 2026.....          111,137.39                0.00               0.00
November 2026....           97,652.55                0.00               0.00
December 2026....           84,468.99                0.00               0.00
January 2027.....           71,581.38                0.00               0.00
February 2027....           58,984.45                0.00               0.00
March 2027.......           46,673.05                0.00               0.00
April 2027.......           34,642.07                0.00               0.00
May 2027.........           22,886.52                0.00               0.00
June 2027........           11,401.49                0.00               0.00
July 2027........              182.12                0.00               0.00
August 2027......                0.00                0.00               0.00





<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 AG0004970830  00 01
                                PAGE:            1
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007386428     MORTGAGORS: NEWTON               JOHN
                               NEWTON               BARBARA
    REGION CODE    ADDRESS   : 42993 HEDGEAPPLE CT
        00         CITY      :    ASHBURN
                   STATE/ZIP : VA  22011
    MORTGAGE AMOUNT :   285,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    280,007.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,897.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00500  MATURITY DATE     :   01/01/26
    CURRENT INT RATE:      7.00500  PRODUCT CODE      :   002
    LTV :                 93.44262
    ----------------------------------------------------------------
0   0007570021     MORTGAGORS: TALAVERA             DARRELL

    REGION CODE    ADDRESS   : 3444 COUNTRY HAVEN CIRCLE
        00         CITY      :    THOUSAND OAKS
                   STATE/ZIP : CA  91362
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    300,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,175.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 75.49828
    ----------------------------------------------------------------
0   0007595465     MORTGAGORS: FAHIMI               KASRA

    REGION CODE    ADDRESS   : 17 ARANA CIRCLE
        00         CITY      :    SAUSALITO
                   STATE/ZIP : CA  94966
    MORTGAGE AMOUNT :   269,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    268,809.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,905.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007596695     MORTGAGORS: COTE                 JOHN
                               COTE                 LAURIE
    REGION CODE    ADDRESS   : 2 NORTH JERSEY LANE
        00         CITY      :    WAYNE
                   STATE/ZIP : NJ  07470
    MORTGAGE AMOUNT :   344,875.00  OPTION TO CONVERT :
    UNPAID BALANCE :    344,875.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,500.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 77.50000
    ----------------------------------------------------------------
0   0007599665     MORTGAGORS: MCILROY              JOHN
                               MCILROY              REBECCA
    REGION CODE    ADDRESS   : 1825 PELHAM AVENUE NO. 3
        00         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90025
    MORTGAGE AMOUNT :   258,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,300.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,872.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,457,375.00
                               P & I AMT:     10,351.12
                               UPB AMT:   1,451,991.24

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:            2
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007599988     MORTGAGORS: STEPHEN              CRAIG
                               STEPHEN              LAURIE
    REGION CODE    ADDRESS   : 221 WEST OAK STREET
        00         CITY      :    RAMSEY
                   STATE/ZIP : NJ  07446
    MORTGAGE AMOUNT :   248,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,734.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007600810     MORTGAGORS: HOGLE                FRANCIS
                               HOGLE                JANET
    REGION CODE    ADDRESS   : 800 HUNTSMAN ROAD
        00         CITY      :    TOWSON
                   STATE/ZIP : MD  21286
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    260,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,885.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007603053     MORTGAGORS: GARIEPY              JEAN

    REGION CODE    ADDRESS   : 1485 GULF OF MEXICO DRIVE
        00         CITY      :    LONGBOAT KEY
                   STATE/ZIP : FL  34228
    MORTGAGE AMOUNT :   258,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,750.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,898.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0007603442     MORTGAGORS: LOSH                 JASON
                               LOSH                 AIMEE
    REGION CODE    ADDRESS   : 1109 MONTREAU COURT
        00         CITY      :    ARLINGTON
                   STATE/ZIP : TX  76012
    MORTGAGE AMOUNT :   256,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    256,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,859.81  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0007604341     MORTGAGORS: DIXON                MICHAEL
                               DIXON                NORMA
    REGION CODE    ADDRESS   : 1703 HILLMAN AVENUE
        00         CITY      :    BELMONT
                   STATE/ZIP : CA  94002
    MORTGAGE AMOUNT :   234,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    234,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,696.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 60.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,257,250.00
                               P & I AMT:      9,074.35
                               UPB AMT:   1,257,250.00

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:            3
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007604424     MORTGAGORS: ASSIRAN              KENNETH
                               ASSIRAN              CHRISTINE
    REGION CODE    ADDRESS   : 121 BLEDDYN ROAD
        00         CITY      :    ARDMORE
                   STATE/ZIP : PA  19003
    MORTGAGE AMOUNT :   453,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    453,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,245.35  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 73.06400
    ----------------------------------------------------------------
0   0007605041     MORTGAGORS: MANZO                PETER
                               MANZO                CHERYL
    REGION CODE    ADDRESS   : 1115 WESTOVER ROAD
        00         CITY      :    STAMFORD
                   STATE/ZIP : CT  06903
    MORTGAGE AMOUNT :   445,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    445,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,687.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/17
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 59.73154
    ----------------------------------------------------------------
0   0007605090     MORTGAGORS: PIHL III             CARL
                               PIHL                 CARRIE
    REGION CODE    ADDRESS   : 3210 HISTORY DRIVE
        00         CITY      :    OAKTON
                   STATE/ZIP : VA  22124
    MORTGAGE AMOUNT :   266,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,928.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.16600
    ----------------------------------------------------------------
0   0007606882     MORTGAGORS: SPRAGG               ROYAL
                               FITZGERALD           BELINDA
    REGION CODE    ADDRESS   : 13786 STONEY GATE PLACE
        00         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92128
    MORTGAGE AMOUNT :   224,350.00  OPTION TO CONVERT :
    UNPAID BALANCE :    224,191.65  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,607.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 87.98000
    ----------------------------------------------------------------
0   0007607740     MORTGAGORS: LESCHEN              DANIEL
                               LESCHEN              PATRICIA
    REGION CODE    ADDRESS   : 12 MAPLE KNOLL LANE
        00         CITY      :    MANALAPAN
                   STATE/ZIP : NJ  07726
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    256,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,856.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 69.18900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,644,350.00
                               P & I AMT:     12,325.12
                               UPB AMT:   1,644,191.65

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:            4
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007608540     MORTGAGORS: HERZOG               TIM

    REGION CODE    ADDRESS   : 9908 SHADY COVE DRIVE
        00         CITY      :    FAIRFAX STATION
                   STATE/ZIP : VA  22039
    MORTGAGE AMOUNT :   220,650.00  OPTION TO CONVERT :
    UNPAID BALANCE :    220,650.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,599.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 58.06579
    ----------------------------------------------------------------
0   0007608565     MORTGAGORS: LANSER               RICHARD
                               LANSER               JEANNE
    REGION CODE    ADDRESS   : 144 CHESTNUT TREE ROAD
        00         CITY      :    TOWNSHIP OF WEST NANTMEAL
                   STATE/ZIP : PA  19520
    MORTGAGE AMOUNT :   136,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    136,450.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,001.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.33100
    ----------------------------------------------------------------
0   0007608789     MORTGAGORS: LEFKOWITZ            JERRY

    REGION CODE    ADDRESS   : 14 FAWN DRIVE
        00         CITY      :    LIVINGSTON
                   STATE/ZIP : NJ  07039
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    260,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,840.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 55.91300
    ----------------------------------------------------------------
0   0007609043     MORTGAGORS: LUNDE                FRED

    REGION CODE    ADDRESS   : 8853 EAST CITRUS TREE DRIVE
        00         CITY      :    TUCSON
                   STATE/ZIP : AZ  85730
    MORTGAGE AMOUNT :    81,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :     81,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :       588.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007609175     MORTGAGORS: FIREMAN              STEVEN
                               ROLLO-FIREMAN        KELLIE
    REGION CODE    ADDRESS   : 4102 WEST CARSON STREET
        00         CITY      :    TORRANCE
                   STATE/ZIP : CA  90503
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,830.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,719.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 86.02150
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:     938,300.00
                               P & I AMT:      6,749.52
                               UPB AMT:     938,130.61

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:            5
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007609191     MORTGAGORS: ROBERTS              JAMES
                               ROBERTS              MELISSA
    REGION CODE    ADDRESS   : 1083 WOODLAND AVENUE
        00         CITY      :    PLAINFIELD
                   STATE/ZIP : NJ  07060
    MORTGAGE AMOUNT :   266,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,928.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0007610322     MORTGAGORS: BASH                 EVELYN

    REGION CODE    ADDRESS   : 211-B RIDGEFIELD CIRCLE
        00         CITY      :    CLINTON
                   STATE/ZIP : MA  01510
    MORTGAGE AMOUNT :   116,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    116,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :       841.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 73.18600
    ----------------------------------------------------------------
0   0007610827     MORTGAGORS: PANDYARAJAN          MUNUSAMY
                               PANDYARAJAN          PUSHPALATHA
    REGION CODE    ADDRESS   : 2242 SILKTREE DRIVE
        00         CITY      :    TUSTIN
                   STATE/ZIP : CA  92680
    MORTGAGE AMOUNT :   210,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    210,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,504.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 82.35200
    ----------------------------------------------------------------
0   0007610959     MORTGAGORS: HENDLER              JOHN
                               HENDLER              MARIANNE
    REGION CODE    ADDRESS   : 18515 VIBURNUM WAY
        00         CITY      :    OLNEY
                   STATE/ZIP : MD  20832
    MORTGAGE AMOUNT :   239,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,712.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 82.69800
    ----------------------------------------------------------------
0   0007611619     MORTGAGORS: SUHEY                MATTHEW
                               SUHEY                DONNA
    REGION CODE    ADDRESS   : 550 CARRIAGE WAY
        00         CITY      :    DEERFIELD
                   STATE/ZIP : IL  60015
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    300,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,123.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 52.17300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,131,000.00
                               P & I AMT:      8,109.87
                               UPB AMT:   1,131,000.00

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:            6
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007611627     MORTGAGORS: EASON                DARYL
                               TAYLOR-EASON         VENEETA
    REGION CODE    ADDRESS   : 12415 PATHOS LANE
        00         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92129
    MORTGAGE AMOUNT :   250,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,772.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007611692     MORTGAGORS: HIRSCHNITZ           DAN
                               HIRSCHNITZ           MARY
    REGION CODE    ADDRESS   : 9967 HERB ROAD
        00         CITY      :    WINDSOR
                   STATE/ZIP : CA  95492
    MORTGAGE AMOUNT :   234,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    234,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,659.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 72.12300
    ----------------------------------------------------------------
0   0007611965     MORTGAGORS: WEINSTEIN            CHARLES
                               WEINSTEIN            SHERRY
    REGION CODE    ADDRESS   : 2 THUNDER ROAD
        00         CITY      :    MILLER PLACE
                   STATE/ZIP : NY  11764
    MORTGAGE AMOUNT :   268,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    268,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,896.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007612369     MORTGAGORS: BRUNNER              DONALD
                               BRUNNER              KATHLEEN
    REGION CODE    ADDRESS   : 7266 BRIARCLIFF CIRCLE
        00         CITY      :    SAN BUENAVENTURA
                   STATE/ZIP : CA  93003
    MORTGAGE AMOUNT :   248,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,755.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007612724     MORTGAGORS: SHANNON              BRIAN
                               NELSON-SHANNON       ROBYN
    REGION CODE    ADDRESS   : 231 BUTLER DRIVE
        00         CITY      :    BARTLETT
                   STATE/ZIP : IL  60103
    MORTGAGE AMOUNT :   242,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,250.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,714.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 84.11400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,243,050.00
                               P & I AMT:      8,798.25
                               UPB AMT:   1,243,050.00

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:            7
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007612914     MORTGAGORS: TORIELLO             CARL
                               TORIELLO             DONNA
    REGION CODE    ADDRESS   : 1 FIELDSTONE ROAD
        00         CITY      :    STAMFORD
                   STATE/ZIP : CT  06902
    MORTGAGE AMOUNT :   303,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    303,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,144.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 73.90200
    ----------------------------------------------------------------
0   0007613821     MORTGAGORS: EGERT                ROBERT
                               EGERT                JOANNE
    REGION CODE    ADDRESS   : 1429 WHITEHALL PLACE
        00         CITY      :    WESTLAKE VILLAGE
                   STATE/ZIP : CA  91361
    MORTGAGE AMOUNT :   307,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    307,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,176.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 89.13000
    ----------------------------------------------------------------
0   0007616543     MORTGAGORS: ZOLLO                JAMES
                               ZOLLO                LISA
    REGION CODE    ADDRESS   : 18 KENT LANE
        00         CITY      :    TRUMBULL
                   STATE/ZIP : CT  06611
    MORTGAGE AMOUNT :   287,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,961.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 63.46578
    ----------------------------------------------------------------
0   0007617079     MORTGAGORS: ELLINGTON            JAMES
                               ELLINGTON            WENDY
    REGION CODE    ADDRESS   : 2160 MUSIAL ST
        00         CITY      :    PLACENTIA
                   STATE/ZIP : CA  92870
    MORTGAGE AMOUNT :   237,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    237,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,930.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/17
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 86.32700
    ----------------------------------------------------------------
0   0007617855     MORTGAGORS: TOBIA                PATRICK
                               TOBIA                ANNA
    REGION CODE    ADDRESS   : 18 SHERIDAN AVENUE
        00         CITY      :    WEST ORANGE
                   STATE/ZIP : NJ  07052
    MORTGAGE AMOUNT :   113,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    113,450.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :       803.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 57.29700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,248,850.00
                               P & I AMT:      9,016.02
                               UPB AMT:   1,248,850.00

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:            8
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030560510     MORTGAGORS: EWING                SAMUEL

    REGION CODE    ADDRESS   : 1251 RICHMOND ROAD
        01         CITY      :    WINTER PARK
                   STATE/ZIP : FL  32789
    MORTGAGE AMOUNT :   386,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    384,196.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,866.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   02/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 73.24400
    ----------------------------------------------------------------
0   0030561658     MORTGAGORS: STEINBAUGH           JOHN
                               STEINBAUGH           KATHY
    REGION CODE    ADDRESS   : 1075 LINDEN AVENUE
        01         CITY      :    BOULDER
                   STATE/ZIP : CO  80304
    MORTGAGE AMOUNT :   496,563.00  OPTION TO CONVERT :
    UNPAID BALANCE :    495,867.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,760.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   07/01/26
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 56.10800
    ----------------------------------------------------------------
0   0030714943     MORTGAGORS: REZVANI              VAHID
                               REZVANI              LUANN
    REGION CODE    ADDRESS   : 31367 SE LOSTED RD
        01         CITY      :    GRESHAM
                   STATE/ZIP : OR  97080
    MORTGAGE AMOUNT :   243,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,300.62  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,917.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.75000  MATURITY DATE     :   11/01/26
    CURRENT INT RATE:      8.75000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0030732994     MORTGAGORS: COLE                 JAMES
                               COLE                 KIM
    REGION CODE    ADDRESS   : 22 CLERMONT
        01         CITY      :    NEWPORT COAST
                   STATE/ZIP : CA  92657
    MORTGAGE AMOUNT :   305,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    304,779.25  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,158.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.22000
    ----------------------------------------------------------------
0   0030742779     MORTGAGORS: ZAMBRANO             LUIS
                               ZAMBRANO             JACQUELINE
    REGION CODE    ADDRESS   : 51 LAFAYETTE MILLS ROAD
        01         CITY      :    MANALPAN
                   STATE/ZIP : NJ  07726
    MORTGAGE AMOUNT :   230,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    229,857.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,748.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 71.78800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,661,313.00
                               P & I AMT:     12,450.97
                               UPB AMT:   1,657,000.67

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:            9
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030746283     MORTGAGORS: WALL                 MICHAEL
                               WALL                 BARBARA
    REGION CODE    ADDRESS   : 1003 PEBBLE BEACH DRIVE
        01         CITY      :    CLAYTON
                   STATE/ZIP : CA  94517
    MORTGAGE AMOUNT :   448,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    448,325.53  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,372.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 79.99600
    ----------------------------------------------------------------
0   0030748032     MORTGAGORS: JOHNSTON             REGINALD
                               JOHNSTON             VALERIE
    REGION CODE    ADDRESS   : 20 GRIST MILL LANE
        01         CITY      :    FRANKLIN PARK
                   STATE/ZIP : NJ  08823
    MORTGAGE AMOUNT :   274,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    273,920.70  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,035.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 88.53800
    ----------------------------------------------------------------
0   0030749279     MORTGAGORS: PARKER               DAVID
                               PARKER               LAURA
    REGION CODE    ADDRESS   : 4 YORKE LANE
        01         CITY      :    OCEAN  TOWNSHIP
                   STATE/ZIP : NJ  07712
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,843.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,782.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 70.69200
    ----------------------------------------------------------------
0   0030751630     MORTGAGORS: HAMILTON             MARK

    REGION CODE    ADDRESS   : 40 THORNLEY DRIVE
        01         CITY      :    CHATHAM
                   STATE/ZIP : NJ  07928
    MORTGAGE AMOUNT :   649,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    648,648.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,882.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   06/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 72.61400
    ----------------------------------------------------------------
0   0030762249     MORTGAGORS: JOSEPH               THANKAMMA

    REGION CODE    ADDRESS   : 4454 BERRYMAN AVENUE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90230
    MORTGAGE AMOUNT :   345,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    344,768.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,529.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.99000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.99000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,957,900.00
                               P & I AMT:     14,601.19
                               UPB AMT:   1,955,505.45

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           10
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030765416     MORTGAGORS: BJORNSTAD            DAVID
                               BJORNSTAD            GRACE
    REGION CODE    ADDRESS   : 10551 SOUTH ORANGEGROVE CIRCLE
        01         CITY      :    VILLA PARK
                   STATE/ZIP : CA  92861
    MORTGAGE AMOUNT :   241,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    241,337.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,772.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 63.55200
    ----------------------------------------------------------------
0   0030771679     MORTGAGORS: BARTOLOMEO           THOMAS
                               BARNES               CYNTHIA
    REGION CODE    ADDRESS   : 1141 GENERALS HIGHWAY
        01         CITY      :    CROWNSVILLE
                   STATE/ZIP : MD  21032
    MORTGAGE AMOUNT :   292,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    291,808.99  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,168.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 94.19300
    ----------------------------------------------------------------
0   0030781108     MORTGAGORS: SUICA                DAVID
                               SUICA                BARBARA
    REGION CODE    ADDRESS   : 12757 FREDERICKSBURG DRIVE
        01         CITY      :    SORATOGA
                   STATE/ZIP : CA  95070
    MORTGAGE AMOUNT :   508,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    505,310.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,552.01  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   02/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030786685     MORTGAGORS: ARICO                MARK
                               ARICO                KIMBERLY
    REGION CODE    ADDRESS   : 2125 CHELSEA DRIVE
        01         CITY      :    PALOS VERDE ESTATES
                   STATE/ZIP : CA  90274
    MORTGAGE AMOUNT :   375,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    374,455.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,654.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 53.57100
    ----------------------------------------------------------------
0   0030806871     MORTGAGORS: SHEFFER              DIANA

    REGION CODE    ADDRESS   : 6100 N. KIRKWOOD AVE.
        01         CITY      :    CHICAGO
                   STATE/ZIP : IL  60646
    MORTGAGE AMOUNT :   318,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    318,291.65  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,364.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 74.94100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,735,000.00
                               P & I AMT:     12,511.23
                               UPB AMT:   1,731,204.97

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           11
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030807028     MORTGAGORS: TRABBOLD             DOUGLAS
                               TRABBOLD             LYNN
    REGION CODE    ADDRESS   : 202 REDTAIL CIRCLE
        01         CITY      :    DOWNINGTOWN
                   STATE/ZIP : PA  19335
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    260,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,817.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 78.78700
    ----------------------------------------------------------------
0   0030807218     MORTGAGORS: BLACKLEDGE           DAVID
                               SHEANE               GENEVIEVE
    REGION CODE    ADDRESS   : 3412 CAMINO ALEGRE
        01         CITY      :    CARLSBAD
                   STATE/ZIP : CA  92009
    MORTGAGE AMOUNT :   330,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    329,878.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,422.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.99000
    ----------------------------------------------------------------
0   0030807853     MORTGAGORS: BRUNO                ANDREW
                               BRUNO                VALERIE
    REGION CODE    ADDRESS   : 11 CHEYENNE COURT
        01         CITY      :    OAKLAND
                   STATE/ZIP : NJ  07436
    MORTGAGE AMOUNT :   235,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    234,569.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,806.95  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.50000  MATURITY DATE     :   06/01/27
    CURRENT INT RATE:      8.50000  PRODUCT CODE      :   002
    LTV :                 77.04900
    ----------------------------------------------------------------
0   0030810212     MORTGAGORS: BREEZE               DAVID
                               BREEZE               HILARY
    REGION CODE    ADDRESS   : 434 & 436 WEST 5TH STREET
        01         CITY      :    SAN DIMAS
                   STATE/ZIP : CA  91773
    MORTGAGE AMOUNT :   270,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    270,034.34  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,010.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   05/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030810477     MORTGAGORS: JOHNSON              ROGER
                               JOHNSON              MARGARET
    REGION CODE    ADDRESS   : 1601 PORTLAND AVENUE
        01         CITY      :    FORT WASHINGTON
                   STATE/ZIP : MD  20744
    MORTGAGE AMOUNT :   236,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    236,391.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,735.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.99600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,332,400.00
                               P & I AMT:      9,793.10
                               UPB AMT:   1,330,873.99

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           12
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030812390     MORTGAGORS: MENAVICH             JOSEPH
                               MENAVICH             CAROL
    REGION CODE    ADDRESS   : 47008 KENTWELL PLACE
        01         CITY      :    STERLING
                   STATE/ZIP : VA  20165
    MORTGAGE AMOUNT :   245,050.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,868.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,713.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.99000
    ----------------------------------------------------------------
0   0030812820     MORTGAGORS: VANKOUWENBERG        RAYMOND
                               VANKOUWENBERG        ANN
    REGION CODE    ADDRESS   : 7 SUNLEAF DRIVE
        01         CITY      :    PENFIELD
                   STATE/ZIP : NY  14526
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,696.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,922.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.50000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.50000  PRODUCT CODE      :   002
    LTV :                 76.92300
    ----------------------------------------------------------------
0   0030818736     MORTGAGORS: WETHERWAX            C
                               WETHERWAX            KAY
    REGION CODE    ADDRESS   : 25358 N. GOLD RIDGE DR.
        01         CITY      :    CASTRO VALLEY
                   STATE/ZIP : CA  94552
    MORTGAGE AMOUNT :   277,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    277,244.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,085.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 74.49900
    ----------------------------------------------------------------
0   0030820450     MORTGAGORS: GALLAGHER            JOHN
                               GALLAGHER            ANNE
    REGION CODE    ADDRESS   : 1820 SOUTH UNION COURT
        01         CITY      :    SUPERIOR
                   STATE/ZIP : CO  80027
    MORTGAGE AMOUNT :   244,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,098.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,839.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   05/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 80.13000
    ----------------------------------------------------------------
0   0030822332     MORTGAGORS: BABTKIS              EDWARD
                               BABTKIS              DEBRA
    REGION CODE    ADDRESS   : 11272 VISTA DEL LAGO
        01         CITY      :    SANTA ANA
                   STATE/ZIP : CA  92705
    MORTGAGE AMOUNT :   600,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    447,541.76  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,410.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   05/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 60.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,617,450.00
                               P & I AMT:     10,970.53
                               UPB AMT:   1,463,448.84

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           13
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030826341     MORTGAGORS: O'LEARY              JOSEPH
                               O'LEARY              THOMASINA
    REGION CODE    ADDRESS   : 5400 DUNTEACHIN DRIVE
        01         CITY      :    ELLICOTT CITY
                   STATE/ZIP : MD  21043
    MORTGAGE AMOUNT :   264,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    264,503.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,850.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.45500
    ----------------------------------------------------------------
0   0030827083     MORTGAGORS: STALDER              STERLING
                               STALDER              SHERRI
    REGION CODE    ADDRESS   : 9825 RAMSEY ROAD
        01         CITY      :    YUKON
                   STATE/ZIP : OK  73099
    MORTGAGE AMOUNT :   265,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    264,677.79  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,037.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.50000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.50000  PRODUCT CODE      :   002
    LTV :                 70.47800
    ----------------------------------------------------------------
0   0030828958     MORTGAGORS: HUTTEN               REINER
                               HUTTEN               ELAINE
    REGION CODE    ADDRESS   : 222 220TH AVE SE
        01         CITY      :    REDMOND
                   STATE/ZIP : WA  98053
    MORTGAGE AMOUNT :   290,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,800.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,102.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 69.87951
    ----------------------------------------------------------------
0   0030832083     MORTGAGORS: GREEN                JOHN
                               FOX                  MARAGET
    REGION CODE    ADDRESS   : 315 DIAMOND STREET NO D
        01         CITY      :    REDONDO BEACH
                   STATE/ZIP : CA  90277
    MORTGAGE AMOUNT :   244,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    243,304.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,748.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   05/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030841811     MORTGAGORS: LAUKKANEN            JAMES
                               GROSS-LAUKKANEN      PAMELA
    REGION CODE    ADDRESS   :  839 LINCOLN
        01         CITY      :     EVANSTON
                   STATE/ZIP : IL  60201
    MORTGAGE AMOUNT :   214,650.00  OPTION TO CONVERT :
    UNPAID BALANCE :    214,494.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,519.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 55.03800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,278,350.00
                               P & I AMT:      9,258.47
                               UPB AMT:   1,276,780.85

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           14
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030842165     MORTGAGORS: ARTEAGA              ADAM
                               ARTEAGA              CRISANTA
    REGION CODE    ADDRESS   : 5913 PARK CREST DRIVE
        01         CITY      :    CHINO HILLS
                   STATE/ZIP : CA  91709
    MORTGAGE AMOUNT :   226,150.00  OPTION TO CONVERT :
    UNPAID BALANCE :    225,829.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,620.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 94.99800
    ----------------------------------------------------------------
0   0030843411     MORTGAGORS: CHAMBERLAIN          GARY
                               CHAMBERLAIN          CAROL
    REGION CODE    ADDRESS   : 31321 PASEO MONTEVIDEO
        01         CITY      :    SAN JUAN CAPISTRANO
                   STATE/ZIP : CA  92675
    MORTGAGE AMOUNT :   365,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    365,800.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,652.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 89.99900
    ----------------------------------------------------------------
0   0030843825     MORTGAGORS: BURNS                KIMBERLY
                               BURNS                PAUL
    REGION CODE    ADDRESS   : 2323 FOX LANE
        01         CITY      :    AVON
                   STATE/ZIP : CO  81620
    MORTGAGE AMOUNT :   225,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    224,841.19  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,611.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 73.52900
    ----------------------------------------------------------------
0   0030845762     MORTGAGORS: DUNKEL               EDWARD
                               DUNKEL               STACY
    REGION CODE    ADDRESS   : 435 WEST ATHENS AVENUE
        01         CITY      :    CLOVIS
                   STATE/ZIP : CA  93611
    MORTGAGE AMOUNT :   243,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,389.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,846.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   05/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030850234     MORTGAGORS: MC CAILERE           ROBERT
                               BATES                BARBRA
    REGION CODE    ADDRESS   : 513 22ND STREET
        01         CITY      :    HUNTINGTON BEACH
                   STATE/ZIP : CA  92648
    MORTGAGE AMOUNT :   285,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,803.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,066.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 74.02500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,344,950.00
                               P & I AMT:      9,797.83
                               UPB AMT:   1,343,664.27

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           15
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030850432     MORTGAGORS: TESTA                ANTHONY
                               TESTA                LINDA
    REGION CODE    ADDRESS   : 28 STEPPING STONE CRESCENT
        01         CITY      :    DIX HILLS
                   STATE/ZIP : NY  11746
    MORTGAGE AMOUNT :   230,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    229,713.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,748.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 51.68500
    ----------------------------------------------------------------
0   0030853774     MORTGAGORS: BUU                  HUGH
                               TRUONG               KAREN
    REGION CODE    ADDRESS   : 8639 FENWICK WAY
        01         CITY      :    DUBLIN
                   STATE/ZIP : CA  94568
    MORTGAGE AMOUNT :   255,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,708.41  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,917.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   06/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030854475     MORTGAGORS: CROMP                ROBERT
                               AUSTIN               SANDRA
    REGION CODE    ADDRESS   : 3891 GREENMEADOW LANE
        01         CITY      :    DAVIDSONVILLE
                   STATE/ZIP : MD  21035
    MORTGAGE AMOUNT :   292,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    292,375.35  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,199.34  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 79.99100
    ----------------------------------------------------------------
0   0030854574     MORTGAGORS: DORSETT              KIM
                               DORSETT              REBECCA
    REGION CODE    ADDRESS   : 2313 WOODWAY DRIVE
        01         CITY      :    ROUND ROCK
                   STATE/ZIP : TX  78681
    MORTGAGE AMOUNT :   540,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    539,235.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,868.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030855829     MORTGAGORS: MARANO               LUKE
                               MARANO               CYNTHIA
    REGION CODE    ADDRESS   : 1435 EAVES SPRING ROAD
        01         CITY      :    MALVERN
                   STATE/ZIP : PA  19355
    MORTGAGE AMOUNT :   567,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    567,100.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,062.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.99300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,885,050.00
                               P & I AMT:     13,796.15
                               UPB AMT:   1,883,132.12

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           16
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030856314     MORTGAGORS: SCHAAF               DAVID
                               SCHAAF               ELIZABETH
    REGION CODE    ADDRESS   : 321 KIMBALL AVENUE
        01         CITY      :    WESTFIELD
                   STATE/ZIP : NJ  07090
    MORTGAGE AMOUNT :   266,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,216.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,931.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030856439     MORTGAGORS: PARTHASARATHI        PRASANNAN
                               SCHOR                JULIET
    REGION CODE    ADDRESS   : 5 STUART ROAD
        01         CITY      :    NEWTON
                   STATE/ZIP : MA  02159
    MORTGAGE AMOUNT :   265,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    264,835.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,014.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 58.88800
    ----------------------------------------------------------------
0   0030857122     MORTGAGORS: MARKOV               VLADIMIR
                               MARKOV               LIDIYA
    REGION CODE    ADDRESS   : 142 DRIGGS STREET
        01         CITY      :    STATEN ISLAND
                   STATE/ZIP : NY  10308
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,625.76  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,280.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 93.75000
    ----------------------------------------------------------------
0   0030857403     MORTGAGORS: THOMAS               KEVIN
                               THOMAS               SANDRA
    REGION CODE    ADDRESS   : 14 COTTONWOOD LANE
        01         CITY      :    LITTLETON
                   STATE/ZIP : CO  80020
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,606.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,227.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030857841     MORTGAGORS: SULEWSKI             PAUL
                               SULEWSKI             JULIE
    REGION CODE    ADDRESS   : 5816 AMHURST COURT
        01         CITY      :    MCHENRY
                   STATE/ZIP : IL  60050
    MORTGAGE AMOUNT :   229,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    229,346.01  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,683.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 85.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,360,900.00
                               P & I AMT:     10,137.49
                               UPB AMT:   1,359,629.88

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           17
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030859581     MORTGAGORS: BAKER                DANIEL
                               BAKER                PAULA
    REGION CODE    ADDRESS   : LOT 8 VILLA DRIVE
        01         CITY      :    MEDWAY
                   STATE/ZIP : MA  02053
    MORTGAGE AMOUNT :   294,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    294,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,135.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030860159     MORTGAGORS: KREMER               RICHARD
                               KREMER               ELLEN
    REGION CODE    ADDRESS   : 425 LYNN STREET
        01         CITY      :    HARRINGTON PARK
                   STATE/ZIP : NJ  07640
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,836.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,856.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 73.52900
    ----------------------------------------------------------------
0   0030864292     MORTGAGORS: JONES                BRADLEY
                               JONES                PAMELA
    REGION CODE    ADDRESS   : 6173 SOUTH MACON WAY
        01         CITY      :    ENGLEWOOD
                   STATE/ZIP : CO  80111
    MORTGAGE AMOUNT :   231,920.00  OPTION TO CONVERT :
    UNPAID BALANCE :    231,607.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,701.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030864383     MORTGAGORS: CORRALES             GREG
                               PALEY                MAXWELL
    REGION CODE    ADDRESS   : 68 RALSTON RANCH RD #68
        01         CITY      :    BELMONT
                   STATE/ZIP : CA  94002
    MORTGAGE AMOUNT :   571,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    571,010.39  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,145.95  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.99800
    ----------------------------------------------------------------
0   0030864714     MORTGAGORS: FIREMAN              HARVEY
                               DAVIS                RHONDA
    REGION CODE    ADDRESS   : 1008 EATON DRIVE
        01         CITY      :    MCCLEAN
                   STATE/ZIP : VA  22102
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    499,326.79  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,668.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 74.07400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,848,220.00
                               P & I AMT:     13,508.09
                               UPB AMT:   1,846,281.38

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           18
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030865422     MORTGAGORS: MOSES                MONTE
                               WHITAKER             KATHY
    REGION CODE    ADDRESS   : 11637 E. POWERS AVE.
        01         CITY      :    ENGLEWOOD
                   STATE/ZIP : CO  80111
    MORTGAGE AMOUNT :   296,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,806.37  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,197.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030865521     MORTGAGORS: MAST                 PAUL
                               MAST                 MARILYN
    REGION CODE    ADDRESS   : 5154 NORTH LEXINGTON AVENUE
        01         CITY      :    SHOREVIEW
                   STATE/ZIP : MN  55126
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,803.75  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,227.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 34.28500
    ----------------------------------------------------------------
0   0030866586     MORTGAGORS: ALIDIO               RAUL
                               KUMAGAI              AYUMI
    REGION CODE    ADDRESS   : 2162 PALMETTO TERRACE
        01         CITY      :    FULLERTON
                   STATE/ZIP : CA  92831
    MORTGAGE AMOUNT :   224,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    223,698.40  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,643.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030867170     MORTGAGORS: COHEN                STEVEN
                               COHEN                LORI
    REGION CODE    ADDRESS   : 36630 DEVON COURT
        01         CITY      :    WADSWORTH
                   STATE/ZIP : IL  60083
    MORTGAGE AMOUNT :   295,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    294,791.79  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,113.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 46.82500
    ----------------------------------------------------------------
0   0030867352     MORTGAGORS: CURTIN               BRIAN
                               CURTIN               MICHELLE
    REGION CODE    ADDRESS   : 36852 NO DEERVIEW DRIVE
        01         CITY      :    LAKE VILLA
                   STATE/ZIP : IL  60046
    MORTGAGE AMOUNT :   232,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    231,802.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,743.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 79.89600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,347,100.00
                               P & I AMT:      9,926.04
                               UPB AMT:   1,345,903.29

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           19
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030867592     MORTGAGORS: COHEN                ANDREW
                               COHEN                DENISE
    REGION CODE    ADDRESS   : 30224 VIA RIVERA
        01         CITY      :    RANCHO PALOS VERDES
                   STATE/ZIP : CA  90275
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    269,617.65  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,934.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 50.09200
    ----------------------------------------------------------------
0   0030868350     MORTGAGORS: SITA                 MAHMUD
                               SITA                 ASMAAU
    REGION CODE    ADDRESS   : 9 MADRIGAL COURT
        01         CITY      :    GERMANTOWN
                   STATE/ZIP : MD  20876
    MORTGAGE AMOUNT :   218,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    217,820.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,638.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 89.99700
    ----------------------------------------------------------------
0   0030868699     MORTGAGORS: BRODNITZ             PETER
                               RHUDA                JANET
    REGION CODE    ADDRESS   : 1917 WEST MORELAND STREET
        01         CITY      :    ARLINGTON
                   STATE/ZIP : VA  22213
    MORTGAGE AMOUNT :   234,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    233,830.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,656.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030869010     MORTGAGORS: COSPER               STEVEN
                               COSPER               SHARON
    REGION CODE    ADDRESS   : 8921 CREST WOOD DRIVE
        01         CITY      :    FORT WORTH
                   STATE/ZIP : TX  76179
    MORTGAGE AMOUNT :   259,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,651.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,900.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 89.31000
    ----------------------------------------------------------------
0   0030869101     MORTGAGORS: BARNETT              ALAN
                               BARNETT              MELISSA
    REGION CODE    ADDRESS   : 1851 KIMBERLY LANE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90049
    MORTGAGE AMOUNT : 1,400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :  1,398,162.22  ANNUAL RATE ADJUST:
    MONTHLY P&I     :    10,394.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   015
    LTV :                 66.66666
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,381,100.00
                               P & I AMT:     17,524.49
                               UPB AMT:   2,378,082.65

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           20
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030869812     MORTGAGORS: ROBAIRE              JEAN
                               ROBAIRE              JODY
    REGION CODE    ADDRESS   : 2025 KIRSTEN LEE DRIVE
        01         CITY      :    WESTLAKE VILLAGE
                   STATE/ZIP : CA  91361
    MORTGAGE AMOUNT :   464,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    463,672.52  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,324.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 78.64400
    ----------------------------------------------------------------
0   0030869903     MORTGAGORS: GERMINARA            ROBERT
                               GERMINARA            MELISSA
    REGION CODE    ADDRESS   : PRINCE CHARLES COURT EXT
        01         CITY      :    KILL DEVIL HILLS
                   STATE/ZIP : NC  27948
    MORTGAGE AMOUNT :   263,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,441.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,076.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.75000  MATURITY DATE     :   06/01/27
    CURRENT INT RATE:      8.75000  PRODUCT CODE      :   002
    LTV :                 79.97000
    ----------------------------------------------------------------
0   0030870083     MORTGAGORS: MOSER                GUSTAVO

    REGION CODE    ADDRESS   : 4953 GATE FALL COURT
        01         CITY      :    LAS VEGAS
                   STATE/ZIP : NV  89129
    MORTGAGE AMOUNT :   269,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    269,563.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,051.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 89.99900
    ----------------------------------------------------------------
0   0030870802     MORTGAGORS: REDMANN              WILLIAM
                               REDMANN              JOANNE
    REGION CODE    ADDRESS   : 1184 EARLHAM COURT
        01         CITY      :    OAK PARK
                   STATE/ZIP : CA  91301
    MORTGAGE AMOUNT :   425,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    424,700.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,044.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 70.83300
    ----------------------------------------------------------------
0   0030871008     MORTGAGORS: LOUGON               KEITH
                               LOUGON               CAMALA
    REGION CODE    ADDRESS   : 17 ORMOND TRACE
        01         CITY      :    DESTREHAN
                   STATE/ZIP : LA  70047
    MORTGAGE AMOUNT :   255,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,837.40  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,915.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 76.34700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,677,800.00
                               P & I AMT:     12,412.17
                               UPB AMT:   1,676,214.44

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           21
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030871198     MORTGAGORS: GALLNER              LARRY
                               GALLNER              MARY
    REGION CODE    ADDRESS   : 1165 AVONLEA CIRCLE
        01         CITY      :    GLEN MILLS
                   STATE/ZIP : PA  19342
    MORTGAGE AMOUNT :   330,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    330,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,251.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 57.29100
    ----------------------------------------------------------------
0   0030871875     MORTGAGORS: KING                 JEFFREY
                               KING                 SHARON
    REGION CODE    ADDRESS   : 32442 VIA ANTIBES
        01         CITY      :    DANA POINT
                   STATE/ZIP : CA  92629
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,660.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,719.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 50.52631
    ----------------------------------------------------------------
0   0030872915     MORTGAGORS: FELDMAN              MICHAEL
                               FELDMAN              BAT-SHEVA
    REGION CODE    ADDRESS   : 3167 MERCER LANE
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92122
    MORTGAGE AMOUNT :   359,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    358,753.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,604.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0030873053     MORTGAGORS: RUFFINO              LOUIS
                               RUFFINO              BARBARA
    REGION CODE    ADDRESS   : 18 ROSECREST AVENUE
        01         CITY      :    ALEXANDRIA
                   STATE/ZIP : VA  22301
    MORTGAGE AMOUNT :   240,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,942.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,680.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030873731     MORTGAGORS: OMADE'               YUNUSA
                               OMADE'               MARY
    REGION CODE    ADDRESS   : 5801 LAWTON COURT
        01         CITY      :    LANHAM
                   STATE/ZIP : MD  20706
    MORTGAGE AMOUNT :   286,050.00  OPTION TO CONVERT :
    UNPAID BALANCE :    285,654.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,074.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 94.98400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,455,600.00
                               P & I AMT:     10,329.67
                               UPB AMT:   1,454,011.21

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           22
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030873749     MORTGAGORS: HASS                 STEVE
                               HASS                 GISELLE
    REGION CODE    ADDRESS   : 47568 SAULTY DRIVE
        01         CITY      :    STERLING
                   STATE/ZIP : VA  20165
    MORTGAGE AMOUNT :   241,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    240,950.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,832.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 94.98800
    ----------------------------------------------------------------
0   0030874556     MORTGAGORS: PEACHER              STEPHEN
                               PEACHER              ANNE
    REGION CODE    ADDRESS   : 49 JUNIPER ROAD
        01         CITY      :    WESTON
                   STATE/ZIP : MA  02193
    MORTGAGE AMOUNT :   450,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    449,705.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,341.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 52.94100
    ----------------------------------------------------------------
0   0030874648     MORTGAGORS: FUHRMANN             ERIC

    REGION CODE    ADDRESS   : 1320 NORTH COUNTY ROAD 31
        01         CITY      :    BERTHOUD
                   STATE/ZIP : CO  80513
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,771.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,598.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 87.50000
    ----------------------------------------------------------------
0   0030874663     MORTGAGORS: SCALES               LISA
                               CROSS                WILLIAM
    REGION CODE    ADDRESS   : 633 E. JUNIPER LANE
        01         CITY      :    MEQUON
                   STATE/ZIP : WI  53092
    MORTGAGE AMOUNT :   424,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    423,736.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,222.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 79.25200
    ----------------------------------------------------------------
0   0030874705     MORTGAGORS: CLARK                JOHN
                               CLARK                CONSTANCE
    REGION CODE    ADDRESS   : 625 CASTLE RIDGE COURT
        01         CITY      :    FORT COLLINS
                   STATE/ZIP : CO  80525
    MORTGAGE AMOUNT :   446,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    445,708.25  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,311.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 74.33300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,911,100.00
                               P & I AMT:     14,306.77
                               UPB AMT:   1,909,871.53

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           23
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030875546     MORTGAGORS: JOHNSON              PHILIP
                               JOHNSON              DILYS
    REGION CODE    ADDRESS   : 4895 HUNTFIELD DR
        01         CITY      :    DOLYESTOWN
                   STATE/ZIP : PA  18901
    MORTGAGE AMOUNT :   265,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    264,803.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,852.92  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 67.63000
    ----------------------------------------------------------------
0   0030875611     MORTGAGORS: GALAS                THOMAS
                               GALAS                MARGARET
    REGION CODE    ADDRESS   : 1702 WITTINGHAM LANE
        01         CITY      :    FORT WAYNE
                   STATE/ZIP : IN  46804
    MORTGAGE AMOUNT :   255,920.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,548.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,811.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030875678     MORTGAGORS: FUSFELD              ROBERT
                               CATLETT              CAROLYN
    REGION CODE    ADDRESS   : 706 SOUTH WILLIAMS STREET
        01         CITY      :    DENVER
                   STATE/ZIP : CO  80209
    MORTGAGE AMOUNT :   360,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    359,745.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,579.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 60.20000
    ----------------------------------------------------------------
0   0030876049     MORTGAGORS: DIONNE               MICHAEL
                               DIONNE               LYNNE
    REGION CODE    ADDRESS   : 9 KELI LANE
        01         CITY      :    MANSFIELD
                   STATE/ZIP : MA  02048
    MORTGAGE AMOUNT :   232,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    231,687.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,702.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 78.91100
    ----------------------------------------------------------------
0   0030876072     MORTGAGORS: PATEL                DHIMANT
                               PATEL                DAKSHA
    REGION CODE    ADDRESS   : 4 BEAUPORT COURT
        01         CITY      :    EVESHAM TWP.
                   STATE/ZIP : NJ  08053
    MORTGAGE AMOUNT :   241,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    240,854.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,853.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.50000  PRODUCT CODE      :   002
    LTV :                 79.97300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,353,920.00
                               P & I AMT:      9,798.80
                               UPB AMT:   1,352,639.24

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           24
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030876098     MORTGAGORS: DALSEY               NICHOLAS
                               DALSEY               PAMELA
    REGION CODE    ADDRESS   : 300 LANTERN WAY
        01         CITY      :    MANTUA
                   STATE/ZIP : NJ  08051
    MORTGAGE AMOUNT :   432,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    431,687.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,057.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 69.12000
    ----------------------------------------------------------------
0   0030876106     MORTGAGORS: TRIBUIANI            LUCIANO
                               TRIBUIANI            LAURIE
    REGION CODE    ADDRESS   : 824 TREMONT DRIVE
        01         CITY      :    DOWNINGTOWN
                   STATE/ZIP : PA  19335
    MORTGAGE AMOUNT :   276,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    276,104.99  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,979.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030876171     MORTGAGORS: IZENMAN              ALAN
                               IZENMAN              BETTY-ANN
    REGION CODE    ADDRESS   : 818 WICKFIELD ROAD
        01         CITY      :    WYNNEWOOD
                   STATE/ZIP : PA  19096
    MORTGAGE AMOUNT :   287,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    286,975.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,959.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030876205     MORTGAGORS: WILLINGER            WALTER
                               DUFFY                DIANE
    REGION CODE    ADDRESS   : 42 WICKHAM WAY
        01         CITY      :    CHATHAM
                   STATE/ZIP : NJ  07928
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,791.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 51.54639
    ----------------------------------------------------------------
0   0030876262     MORTGAGORS: FELDMAN              AARON
                               FELDMAN              ILANA
    REGION CODE    ADDRESS   : 843 CARDINAL LANE
        01         CITY      :    LOWER MORELAND TWP
                   STATE/ZIP : PA  19006
    MORTGAGE AMOUNT :   235,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    234,838.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,703.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 87.03703
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,480,500.00
                               P & I AMT:     10,491.27
                               UPB AMT:   1,479,606.56

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           25
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030876270     MORTGAGORS: MC CUNNEY            MATTHEW
                               MC CUNNEY            PATRICIA
    REGION CODE    ADDRESS   : 24 TANAGER LANE
        01         CITY      :    WASHINGTON TOWNSHIP
                   STATE/ZIP : NJ  08691
    MORTGAGE AMOUNT :   230,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    229,682.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,667.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 94.83500
    ----------------------------------------------------------------
0   0030876569     MORTGAGORS: DEVER                TIMOTHY

    REGION CODE    ADDRESS   : 1176 AVONLEA CIRCLE
        01         CITY      :    WESTTOWN TOWNSHIP
                   STATE/ZIP : PA  19342
    MORTGAGE AMOUNT :   313,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    313,394.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,328.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030877039     MORTGAGORS: SALINE               CRAIG

    REGION CODE    ADDRESS   : 234 WEST END AVENUE
        01         CITY      :    RIDGEWOOD
                   STATE/ZIP : NJ  07450
    MORTGAGE AMOUNT :   456,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    455,669.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,227.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030878292     MORTGAGORS: SCHNEIDER            BRAD
                               SCHNEIDER            STEPHANIE
    REGION CODE    ADDRESS   : 406 MOUNTAIN SPRING DRIVE
        01         CITY      :    BOERNE
                   STATE/ZIP : TX  78006
    MORTGAGE AMOUNT :   224,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    224,612.19  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,689.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 74.22400
    ----------------------------------------------------------------
0   0030878318     MORTGAGORS: FRANCIS              LEE
                               FRANCIS              JANET
    REGION CODE    ADDRESS   : 5426 E. MINERAL LANE
        01         CITY      :    LITTLETON
                   STATE/ZIP : CO  80122
    MORTGAGE AMOUNT :   325,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    324,573.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,413.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 67.99100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,549,500.00
                               P & I AMT:     11,326.39
                               UPB AMT:   1,547,932.50

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           26
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030879217     MORTGAGORS: EVANS                ADRIAN
                               EVANS                KAREN
    REGION CODE    ADDRESS   : 311 FAIRWAY LANE
        01         CITY      :    YORKTOWN
                   STATE/ZIP : VA  23692
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,803.75  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,227.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 74.22400
    ----------------------------------------------------------------
0   0030879266     MORTGAGORS: FABBRI               KEVIN
                               WARNER               MELISSA
    REGION CODE    ADDRESS   : 857 HERITAGE HILLS DRIVE
        01         CITY      :    YORK
                   STATE/ZIP : PA  17402
    MORTGAGE AMOUNT :   228,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    227,843.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,653.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030880165     MORTGAGORS: HEUCHERT             DONALD
                               HEUCHERT             SUSAN
    REGION CODE    ADDRESS   : 440 VENADO DRIVE
        01         CITY      :    SANTA BARBARA
                   STATE/ZIP : CA  93111
    MORTGAGE AMOUNT :   571,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    570,349.53  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,993.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030880199     MORTGAGORS: BARNES               ANDREW
                               BARNES               DONNA
    REGION CODE    ADDRESS   : 404 ALLEN CIRCLE
        01         CITY      :    GEORGETOWN
                   STATE/ZIP : TX  78626
    MORTGAGE AMOUNT :   220,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    220,659.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,640.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030880280     MORTGAGORS: NGUYEN               LAURA
                               NGUYEN               AMY
    REGION CODE    ADDRESS   : 18961 MT. WALTON CIRCLE
        01         CITY      :    FOUNTAIN VALLEY
                   STATE/ZIP : CA  92708
    MORTGAGE AMOUNT :   304,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    304,346.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,131.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,624,950.00
                               P & I AMT:     11,646.33
                               UPB AMT:   1,623,002.50

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           27
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030880298     MORTGAGORS: ENGLAND              BOONE
                               ENGLAND              CHERIE
    REGION CODE    ADDRESS   : 4025 CALLE ISABELLA
        01         CITY      :    SAN CLEMENTE
                   STATE/ZIP : CA  92672
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,779.78  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,320.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 76.64600
    ----------------------------------------------------------------
0   0030880330     MORTGAGORS: GRUSH                ANNE
                               GRUSH                WILLIAM
    REGION CODE    ADDRESS   : 4304 ASHFORD LANE
        01         CITY      :    FAIRFAX
                   STATE/ZIP : VA  22032
    MORTGAGE AMOUNT :   233,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    233,252.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,633.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030880488     MORTGAGORS: HERR                 DONALD
                               HERR                 MARCIA
    REGION CODE    ADDRESS   : 6398 DURHAM RD.
        01         CITY      :    PIPERSVILLE
                   STATE/ZIP : PA  18947
    MORTGAGE AMOUNT :   784,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    783,473.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     5,752.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   015
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030880496     MORTGAGORS: MYERS                RICHARD
                               SHIROMA              SHARLENE
    REGION CODE    ADDRESS   : 1718 SPRECKELS LANE
        01         CITY      :    REDONDO BEACH
                   STATE/ZIP : CA  90278
    MORTGAGE AMOUNT :   254,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,429.99  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,803.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030880918     MORTGAGORS: YOUNG                DANIEL
                               YOUNG                MARGUERITE
    REGION CODE    ADDRESS   : 5717 SOUTH 118TH PLAZA
        01         CITY      :    OMAHA
                   STATE/ZIP : NE  68137
    MORTGAGE AMOUNT :   325,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    325,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,384.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 63.45300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,917,400.00
                               P & I AMT:     13,894.49
                               UPB AMT:   1,915,935.91

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           28
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030881080     MORTGAGORS: SUTTON               WAYNE
                               BORLAND SUTTON       SHEILA
    REGION CODE    ADDRESS   : 47 STODDARD COURT
        01         CITY      :    DANVILLE
                   STATE/ZIP : CA  94526
    MORTGAGE AMOUNT :   309,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    309,083.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,271.01  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.76800
    ----------------------------------------------------------------
0   0030881189     MORTGAGORS: FRIEDMAN             WILLIAM
                               FRIEDMAN             ROBIN
    REGION CODE    ADDRESS   : 86 PHILIPS AVENUE
        01         CITY      :    SWAMPSCOTT
                   STATE/ZIP : MA  01907
    MORTGAGE AMOUNT :   417,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    416,727.23  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,096.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 52.45200
    ----------------------------------------------------------------
0   0030881387     MORTGAGORS: CRITCHFIELD          DAVID
                               CRITCHFIELD          KIMBERLI
    REGION CODE    ADDRESS   : 2960 BONNE VISTA DRIVE
        01         CITY      :    COLORADO SPRINGS
                   STATE/ZIP : CO  80906
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,790.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,376.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030882385     MORTGAGORS: PHAM                 VINH
                               DUONG                HIEN
    REGION CODE    ADDRESS   : 2400 SUDDABY
        01         CITY      :    TUSTIN
                   STATE/ZIP : CA  92780
    MORTGAGE AMOUNT :   360,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    359,490.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,579.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030882435     MORTGAGORS: SALMON               BRADLEY
                               SALMON               JENNIFER
    REGION CODE    ADDRESS   : 14124 FLINTWOOD WAY
        01         CITY      :    APPLE VALLEY
                   STATE/ZIP : MN  55124
    MORTGAGE AMOUNT :   217,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    217,354.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,595.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 94.95800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,624,000.00
                               P & I AMT:     11,918.25
                               UPB AMT:   1,622,445.42

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           29
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030882757     MORTGAGORS: ARMSTRONG            MICHAEL
                               ARMSTRONG            ALICIA
    REGION CODE    ADDRESS   : 427 CANAL STREET
        01         CITY      :    NEWPORT BEACH
                   STATE/ZIP : CA  92663
    MORTGAGE AMOUNT :   331,970.00  OPTION TO CONVERT :
    UNPAID BALANCE :    331,499.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,378.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.99200
    ----------------------------------------------------------------
0   0030882781     MORTGAGORS: ATTIA                GILLES
                               ATTIA                CYNTHIA
    REGION CODE    ADDRESS   : 2421 CALIFORNIA AVENUE
        01         CITY      :    CARMICHAEL
                   STATE/ZIP : CA  95608
    MORTGAGE AMOUNT :   650,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    649,517.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,544.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 56.52100
    ----------------------------------------------------------------
0   0030882898     MORTGAGORS: DAVIDIAN             HERACH
                               DAVIDIAN             ZAROUI
    REGION CODE    ADDRESS   : 1418 N. COLUMBUS AVENUE
        01         CITY      :    GLENDALE
                   STATE/ZIP : CA  91202
    MORTGAGE AMOUNT :   246,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    245,054.80  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,913.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.62500  MATURITY DATE     :   03/01/27
    CURRENT INT RATE:      8.62500  PRODUCT CODE      :   002
    LTV :                 78.59400
    ----------------------------------------------------------------
0   0030882930     MORTGAGORS: BLACKWOOD            LINCOLN
                               BLACKWOOD            GRACE
    REGION CODE    ADDRESS   : 41 MELROSE PLACE
        01         CITY      :    MONTCLAIR
                   STATE/ZIP : NJ  07042
    MORTGAGE AMOUNT :   247,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    246,857.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,943.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.75000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030883177     MORTGAGORS: STONE                ROBERT
                               STONE                VIRIGINIA
    REGION CODE    ADDRESS   : 4312 HANOVER AVENUE
        01         CITY      :    DALLAS
                   STATE/ZIP : TX  75225
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,600.80  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,432.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 68.81700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,794,970.00
                               P & I AMT:     13,211.93
                               UPB AMT:   1,792,530.97

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           30
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030883219     MORTGAGORS: STRYCHARZ            JOSEPH
                               STRYCHARZ            ELIZABETH
    REGION CODE    ADDRESS   : 11261 INGLISH MILL DRIVE
        01         CITY      :    GREAT FALLS
                   STATE/ZIP : VA  22066
    MORTGAGE AMOUNT :   468,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    467,643.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,232.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030883664     MORTGAGORS: ANDL                 RUDOLF
                               ANDL                 CHRIS
    REGION CODE    ADDRESS   : 2252 RUTLAND PLACE
        01         CITY      :    THOUSAND OAKS
                   STATE/ZIP : CA  91362
    MORTGAGE AMOUNT :   227,960.00  OPTION TO CONVERT :
    UNPAID BALANCE :    227,498.05  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,672.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   06/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030883847     MORTGAGORS: LOCKWOOD             W
                               LOCKWOOD             AME
    REGION CODE    ADDRESS   : 1106 PASEO BARRANCA
        01         CITY      :    SANTA FE
                   STATE/ZIP : NM  87501
    MORTGAGE AMOUNT :   338,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    336,496.37  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,509.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   05/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 97.97100
    PLEDGED ASSET LTV:    68.57971
    ----------------------------------------------------------------
0   0030883862     MORTGAGORS: BUCHANAN             EVELYN

    REGION CODE    ADDRESS   : 7743 GARRISON ROAD
        01         CITY      :    HYATTSVILLE
                   STATE/ZIP : MD  20764
    MORTGAGE AMOUNT :    95,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :     95,253.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :       717.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   05/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 90.09400
    PLEDGED ASSET LTV:    63.06604
    ----------------------------------------------------------------
0   0030883870     MORTGAGORS: WHITEHEAD            ROBERT
                               WHITEHEAD            RUTH
    REGION CODE    ADDRESS   : 3551 DAVIS MILL ROAD
        01         CITY      :    GOOCHLAND
                   STATE/ZIP : VA  23063
    MORTGAGE AMOUNT :   121,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    120,265.27  ANNUAL RATE ADJUST:
    MONTHLY P&I     :       887.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   05/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 87.68100
    PLEDGED ASSET LTV:    70.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,250,460.00
                               P & I AMT:      9,020.01
                               UPB AMT:   1,247,157.46

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           31
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030883920     MORTGAGORS: STEFFES              KENT

    REGION CODE    ADDRESS   : 933 21ST STREET # 5
        01         CITY      :    SANTA MONICA
                   STATE/ZIP : CA  90403
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,363.22  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,999.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.50000  MATURITY DATE     :   05/01/27
    CURRENT INT RATE:      8.50000  PRODUCT CODE      :   002
    LTV :                100.00000
    PLEDGED ASSET LTV:    70.00000
    ----------------------------------------------------------------
0   0030883979     MORTGAGORS: HARDIN               ANN

    REGION CODE    ADDRESS   : 4 LONGHURST COURT
        01         CITY      :    PANTEGO
                   STATE/ZIP : TX  76013
    MORTGAGE AMOUNT :    62,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :     62,564.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :       510.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      9.12500  MATURITY DATE     :   05/01/27
    CURRENT INT RATE:      9.12500  PRODUCT CODE      :   002
    LTV :                 93.58200
    PLEDGED ASSET LTV:    65.50746
    ----------------------------------------------------------------
0   0030883987     MORTGAGORS: DEAL                 ROBERTA

    REGION CODE    ADDRESS   : 3007 NORTH TRIPHAMMER ROAD
        01         CITY      :    LANSING
                   STATE/ZIP : NY  14882
    MORTGAGE AMOUNT :    80,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :     79,793.85  ANNUAL RATE ADJUST:
    MONTHLY P&I     :       601.01  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   05/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 93.02300
    PLEDGED ASSET LTV:    70.00000
    ----------------------------------------------------------------
0   0030884043     MORTGAGORS: SOKOLOV              VALERY
                               ZLATOGORSKAYA        IRINA
    REGION CODE    ADDRESS   : 109 WINDCREST LANE
        01         CITY      :    SO SAN FRANCISCO
                   STATE/ZIP : CA  94080
    MORTGAGE AMOUNT :   248,150.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,974.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,777.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 73.21200
    ----------------------------------------------------------------
0   0030884381     MORTGAGORS: MABEY                TODD
                               MABEY                LAURA
    REGION CODE    ADDRESS   : 23121 AUDREY AVENUE
        01         CITY      :    TORRANCE
                   STATE/ZIP : CA  90505
    MORTGAGE AMOUNT :   268,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    267,620.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,919.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:     918,850.00
                               P & I AMT:      6,808.11
                               UPB AMT:     917,317.12

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           32
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030884498     MORTGAGORS: SEGRE                GINO

    REGION CODE    ADDRESS   : 40 HAWTHORNE STREET
        01         CITY      :    CAMBRIDGE
                   STATE/ZIP : MA  02138
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,752.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,507.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 40.29900
    ----------------------------------------------------------------
0   0030884670     MORTGAGORS: CLARK                LAWRENCE
                               CLARK                ANN
    REGION CODE    ADDRESS   : 35 MISTY ACRES ROAD
        01         CITY      :    ROLLING HILLS ESTATES
                   STATE/ZIP : CA  90274
    MORTGAGE AMOUNT :   568,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    567,132.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,923.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030884688     MORTGAGORS: PATTERSON            ELLIS
                               PATTERSON            KAREN
    REGION CODE    ADDRESS   : 816 PUESTA DEL SOL
        01         CITY      :    THOUSAND OAKS
                   STATE/ZIP : CA  91360
    MORTGAGE AMOUNT :   310,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    309,560.99  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,220.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 71.26400
    ----------------------------------------------------------------
0   0030884761     MORTGAGORS: MACY                 MICHAEL
                               MACY                 MARY
    REGION CODE    ADDRESS   : 9802 CONSTITUTION DRIVE
        01         CITY      :    HUNTINGTON BEACH
                   STATE/ZIP : CA  92646
    MORTGAGE AMOUNT :   307,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    306,586.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,252.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.94900
    ----------------------------------------------------------------
0   0030884795     MORTGAGORS: WALLIN               SCOTT
                               WALLIN               KATHLEEN
    REGION CODE    ADDRESS   : 12606 NORTH 113TH WAY
        01         CITY      :    SCOTTSDALE
                   STATE/ZIP : AZ  85259
    MORTGAGE AMOUNT :   360,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    359,502.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,610.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 85.75600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,895,000.00
                               P & I AMT:     13,514.27
                               UPB AMT:   1,892,536.41

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           33
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030884902     MORTGAGORS: LEE                  KIM
                               ZHANG                DIANE
    REGION CODE    ADDRESS   : 4105 BERKELEY VIEW DRIVE
        01         CITY      :    DULUTH
                   STATE/ZIP : GA  30136
    MORTGAGE AMOUNT :   231,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    231,371.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,659.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 94.99016
    ----------------------------------------------------------------
0   0030884910     MORTGAGORS: ESQUIVEL             SYLVIA

    REGION CODE    ADDRESS   : 101 NORTH HIGHLAND AVENUE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90036
    MORTGAGE AMOUNT :   526,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    524,761.65  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,285.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      9.12500  MATURITY DATE     :   04/01/27
    CURRENT INT RATE:      9.12500  PRODUCT CODE      :   002
    LTV :                 78.72900
    ----------------------------------------------------------------
0   0030884969     MORTGAGORS: TALTY                PETER
                               TALTY                LINDA
    REGION CODE    ADDRESS   : 47 POST CROSSING
        01         CITY      :    SOUTHHAMPTON
                   STATE/ZIP : NY  11968
    MORTGAGE AMOUNT :   360,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    360,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,641.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030885131     MORTGAGORS: ROSE                 RACHEL

    REGION CODE    ADDRESS   : 286 BEACON ST # 9
        01         CITY      :    BOSTON
                   STATE/ZIP : MA  02116
    MORTGAGE AMOUNT :   272,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,826.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,043.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030885230     MORTGAGORS: GARCIA               FERNANDO

    REGION CODE    ADDRESS   : 13021 HEWES AVENUE
        01         CITY      :    SANTA ANA
                   STATE/ZIP : CA  92705
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,253.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,050.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      9.12500  MATURITY DATE     :   05/01/27
    CURRENT INT RATE:      9.12500  PRODUCT CODE      :   002
    LTV :                 78.75000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,642,400.00
                               P & I AMT:     12,680.70
                               UPB AMT:   1,639,214.03

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           34
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030885354     MORTGAGORS: BRANDT               FREDERICK

    REGION CODE    ADDRESS   : 2825 JUTLAND ROAD
        01         CITY      :    KENSINGTON
                   STATE/ZIP : MD  20895
    MORTGAGE AMOUNT :   221,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    221,093.84  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,585.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0030885438     MORTGAGORS: KATOCH               BALDEV

    REGION CODE    ADDRESS   : 18 ADAMS ROAD
        01         CITY      :    BOXFORD
                   STATE/ZIP : MA  01921
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,830.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,719.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 72.72700
    ----------------------------------------------------------------
0   0030885479     MORTGAGORS: SINGER               MICHAEL
                               SINGER               FRANCI
    REGION CODE    ADDRESS   : 4984 CHAMPLAIN CIRCLE
        01         CITY      :    WEST BLOOMFIELD
                   STATE/ZIP : MI  48323
    MORTGAGE AMOUNT :   420,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    419,434.50  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,081.81  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030885610     MORTGAGORS: BERGELSON            JEFFREY
                               FINKELSTEIN          LINDA
    REGION CODE    ADDRESS   : 517 OLD GULPH ROAD
        01         CITY      :    NARBERTH
                   STATE/ZIP : PA  19072
    MORTGAGE AMOUNT :   460,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    459,675.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,295.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030885859     MORTGAGORS: ELLENBERGER          THOMAS
                               ELLENBERGER          MARY
    REGION CODE    ADDRESS   : 11 RICE STREET
        01         CITY      :    NEWTON
                   STATE/ZIP : MA  02159
    MORTGAGE AMOUNT :   389,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    388,725.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,786.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 74.80700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,730,250.00
                               P & I AMT:     12,468.61
                               UPB AMT:   1,728,759.73

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           35
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030885909     MORTGAGORS: ROSENFELD            DANIEL
                               APPEL                CHERYL
    REGION CODE    ADDRESS   : 366 EAST FOXBORO STREET
        01         CITY      :    SHARON
                   STATE/ZIP : MA  02067
    MORTGAGE AMOUNT :   230,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    229,837.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,647.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 58.50100
    ----------------------------------------------------------------
0   0030885933     MORTGAGORS: OWENS                MARTIN
                               WAGNER               PATRICIA
    REGION CODE    ADDRESS   : 315 W THORNAPPLE LANE
        01         CITY      :    GRAFTON
                   STATE/ZIP : WI  53024
    MORTGAGE AMOUNT :   232,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    231,827.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,622.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030885958     MORTGAGORS: SADWIN               ARNOLD
                               SADWIN               SUE
    REGION CODE    ADDRESS   : 441 TUVIRA LANE
        01         CITY      :    CHERRY HILL TOWNSHIP
                   STATE/ZIP : NJ  08003
    MORTGAGE AMOUNT :   180,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    179,499.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,305.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   05/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                100.00000
    PLEDGED ASSET LTV:    70.38889
    ----------------------------------------------------------------
0   0030885974     MORTGAGORS: NAG                  TUSHAR
                               NAG                  NAMITA
    REGION CODE    ADDRESS   : 2220 SOUTH WEST HOFFMAN
        01         CITY      :    PORTLAND
                   STATE/ZIP : OR  97201
    MORTGAGE AMOUNT :   345,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    343,912.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,622.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   04/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                100.00000
    PLEDGED ASSET LTV:    70.00000
    ----------------------------------------------------------------
0   0030886022     MORTGAGORS: MCGRATH              PATRICK
                               MCGRATH              MARY
    REGION CODE    ADDRESS   : 4245 LOS PADRES DRIVE
        01         CITY      :    FALLBROOK
                   STATE/ZIP : CA  92028
    MORTGAGE AMOUNT :   140,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    139,657.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,076.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.50000  MATURITY DATE     :   05/01/27
    CURRENT INT RATE:      8.50000  PRODUCT CODE      :   002
    LTV :                100.00000
    PLEDGED ASSET LTV:    70.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,127,000.00
                               P & I AMT:      8,273.78
                               UPB AMT:   1,124,734.99

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           36
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030886055     MORTGAGORS: MANSHEIM             BERNARD
                               MANSHEIM             DENISE
    REGION CODE    ADDRESS   : 5 EASTNOR COURT
        01         CITY      :    NEWPORT
                   STATE/ZIP : RI  02840
    MORTGAGE AMOUNT :   187,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    186,530.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,421.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   05/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 81.30400
    PLEDGED ASSET LTV:    56.91304
    ----------------------------------------------------------------
0   0030886071     MORTGAGORS: BRITT                DORIS

    REGION CODE    ADDRESS   : 101 WOODLAKE DRIVE
        01         CITY      :    SUMMERVILLE
                   STATE/ZIP : SC  29485
    MORTGAGE AMOUNT :    68,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :     67,824.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :       510.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   05/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                100.00000
    PLEDGED ASSET LTV:    70.00000
    ----------------------------------------------------------------
0   0030886451     MORTGAGORS: SMITH                WILLIE
                               SMITH                ALPHA
    REGION CODE    ADDRESS   : 885 HUNTING LAKE DR.
        01         CITY      :    HUNTINGTOWN
                   STATE/ZIP : MD  20639
    MORTGAGE AMOUNT :   253,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    252,825.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,834.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 71.96700
    ----------------------------------------------------------------
0   0030886766     MORTGAGORS: ONDREJKO             JOSEPH
                               ONDREJKO             JUDITH
    REGION CODE    ADDRESS   : ADRIATIC AVENUE
        01         CITY      :    COROLLA
                   STATE/ZIP : NC  27927
    MORTGAGE AMOUNT :   324,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    324,362.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,383.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030887012     MORTGAGORS: CRAWFORD             JACOB
                               CRAWFORD             JOANNE
    REGION CODE    ADDRESS   : 6076 PEBBLE BEACH WAY
        01         CITY      :    SAN LUIS OBISPO
                   STATE/ZIP : CA  93401
    MORTGAGE AMOUNT :   204,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    203,513.01  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,586.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.62500  MATURITY DATE     :   05/01/27
    CURRENT INT RATE:      8.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,036,800.00
                               P & I AMT:      7,736.58
                               UPB AMT:   1,035,056.50

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           37
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030887053     MORTGAGORS: RINNERT              MARTIN
                               RINNERT              LYNN
    REGION CODE    ADDRESS   : 880 NORTH CAREW DRIVE
        01         CITY      :    PLACENTIA
                   STATE/ZIP : CA  92870
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,265.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,306.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.50000  MATURITY DATE     :   05/01/27
    CURRENT INT RATE:      8.50000  PRODUCT CODE      :   002
    LTV :                100.00000
    PLEDGED ASSET LTV:    70.00000
    ----------------------------------------------------------------
0   0030887061     MORTGAGORS: HOVDESVEN            SUSAN

    REGION CODE    ADDRESS   : 95 POST CROSSING
        01         CITY      :    SOUTHAMPTON
                   STATE/ZIP : NY  11968
    MORTGAGE AMOUNT :   630,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    628,376.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,732.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   05/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                100.00000
    PLEDGED ASSET LTV:    70.00000
    ----------------------------------------------------------------
0   0030887160     MORTGAGORS: RAMSEY               BARBARA

    REGION CODE    ADDRESS   : 13319 SPRING GROVE
        01         CITY      :    DALLAS
                   STATE/ZIP : TX  75240
    MORTGAGE AMOUNT :   100,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :     99,755.10  ANNUAL RATE ADJUST:
    MONTHLY P&I     :       768.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.50000  MATURITY DATE     :   05/01/27
    CURRENT INT RATE:      8.50000  PRODUCT CODE      :   002
    LTV :                 90.90900
    PLEDGED ASSET LTV:    70.00000
    ----------------------------------------------------------------
0   0030887384     MORTGAGORS: BOLTON               FRED
                               BOLTON               RANELLE
    REGION CODE    ADDRESS   : 1309 REGENCY COURT
        01         CITY      :    SOUTHLAKE
                   STATE/ZIP : TX  76092
    MORTGAGE AMOUNT :   384,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    383,742.34  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,817.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030887442     MORTGAGORS: FAULKNER             CARROL
                               FAULKNER             EVELYN
    REGION CODE    ADDRESS   : 2317 NORTH LINWOOD STREET
        01         CITY      :    SANTA ANA
                   STATE/ZIP : CA  92705
    MORTGAGE AMOUNT :   255,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,255.84  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,875.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,669,600.00
                               P & I AMT:     12,501.80
                               UPB AMT:   1,666,395.00

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           38
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030887483     MORTGAGORS: MCDOUGALL            CRAIG
                               MINNEY-MCDOUGALL     FRANCES
    REGION CODE    ADDRESS   : 21 MARIN STREET
        01         CITY      :    SAN RAFAEL,
                   STATE/ZIP : CA  94901
    MORTGAGE AMOUNT :   230,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    229,674.29  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,647.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 53.48800
    ----------------------------------------------------------------
0   0030887616     MORTGAGORS: TURNER               WILLIAM
                               TURNER               DIANE
    REGION CODE    ADDRESS   : 102    BIRCH RUN DR.
        01         CITY      :    COATESVILLE
                   STATE/ZIP : PA  19320
    MORTGAGE AMOUNT :   238,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    238,251.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,812.01  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 94.99900
    ----------------------------------------------------------------
0   0030887764     MORTGAGORS: MARTIN               LINDA

    REGION CODE    ADDRESS   : 2043 MINOR AVENUE EAST
        01         CITY      :    SEATTLE
                   STATE/ZIP : WA  98102
    MORTGAGE AMOUNT :   284,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    283,607.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,059.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030887988     MORTGAGORS: INVERSO              WILLIAM

    REGION CODE    ADDRESS   : 409 WESTBANK ROAD
        01         CITY      :    GLENWOOD SPRINGS
                   STATE/ZIP : CO  81601
    MORTGAGE AMOUNT :   228,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    228,550.40  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,698.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 79.99300
    ----------------------------------------------------------------
0   0030888044     MORTGAGORS: ROSEN                LEE
                               GENAUER-ROSEN        JODI
    REGION CODE    ADDRESS   : 8 IVY WAY
        01         CITY      :    PORT WASHINGTON
                   STATE/ZIP : NY  11050
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,797.35  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,981.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,261,100.00
                               P & I AMT:      9,198.87
                               UPB AMT:   1,259,881.68

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           39
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030888093     MORTGAGORS: LILBURN              DAVID

    REGION CODE    ADDRESS   : 382 REDBUD ROAD
        01         CITY      :    PITTSBORO
                   STATE/ZIP : NC  27312
    MORTGAGE AMOUNT :   248,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,534.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,884.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   06/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030888283     MORTGAGORS: BAUMANN              ERIC
                               BAUMANN              CARLEEN
    REGION CODE    ADDRESS   : 322 N 31ST AVENUE
        01         CITY      :    CORNELIUS
                   STATE/ZIP : OR  97113
    MORTGAGE AMOUNT :   225,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    224,697.05  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,650.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 94.97600
    ----------------------------------------------------------------
0   0030888481     MORTGAGORS: SIMPSON              SCOTT
                               PEASE                JOANNE
    REGION CODE    ADDRESS   : 2750 ORANGE STREET
        01         CITY      :    RIVERSIDE
                   STATE/ZIP : CA  92501
    MORTGAGE AMOUNT :   148,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    147,898.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,073.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030888754     MORTGAGORS: TOWNSEND             RICHARD
                               TOWNSEND             VERONICA
    REGION CODE    ADDRESS   : 481 MAPLE ROAD
        01         CITY      :    SERVENA PARK
                   STATE/ZIP : MD  21146
    MORTGAGE AMOUNT :   370,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    369,738.85  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,650.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 70.47619
    ----------------------------------------------------------------
0   0030888796     MORTGAGORS: HUNTER               MICHAEL
                               HUNTER               MARY
    REGION CODE    ADDRESS   : 2605 S E BELLA VISTA LOOP
        01         CITY      :    VANCOUVER
                   STATE/ZIP : WA  98683
    MORTGAGE AMOUNT :   332,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    331,552.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,436.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,323,000.00
                               P & I AMT:      9,695.88
                               UPB AMT:   1,321,421.36

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           40
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030888861     MORTGAGORS: JONES                RICHARD
                               JONES                CHARLOTTE
    REGION CODE    ADDRESS   : 5752 CLARENDON DR
        01         CITY      :    PLANO
                   STATE/ZIP : TX  75903
    MORTGAGE AMOUNT :   309,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    308,802.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,321.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 79.98900
    ----------------------------------------------------------------
0   0030888929     MORTGAGORS: MARTORANA            ERIC
                               MARTORANA            CHRISTINE
    REGION CODE    ADDRESS   : 3717 WINLOCK WAY
        01         CITY      :    EL DORADO HILLS
                   STATE/ZIP : CA  95762
    MORTGAGE AMOUNT :   224,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    223,920.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,704.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030889018     MORTGAGORS: FRITCHER             JAMES
                               FRITCHER             SARA
    REGION CODE    ADDRESS   : 11090 EAST DEL TIMBRE
        01         CITY      :    SCOTTSDALE
                   STATE/ZIP : AZ  85259
    MORTGAGE AMOUNT :   365,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    364,748.80  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,646.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 78.49400
    ----------------------------------------------------------------
0   0030889208     MORTGAGORS: DE LUNA              CARLO

    REGION CODE    ADDRESS   : 454 PROSPECT AVENUE UNIT 192
        01         CITY      :    WEST ORANGE
                   STATE/ZIP : NJ  07052
    MORTGAGE AMOUNT :   256,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    256,336.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,927.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030889380     MORTGAGORS: HOPKINS              THOMAS
                               HOPKINS              LORRI
    REGION CODE    ADDRESS   : 408 SOUTH RIDGE CIRCLE
        01         CITY      :    GEORGETOWN
                   STATE/ZIP : TX  78628
    MORTGAGE AMOUNT :   176,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    175,756.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,276.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,330,700.00
                               P & I AMT:      9,875.14
                               UPB AMT:   1,329,565.48

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           41
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030889463     MORTGAGORS: BRONNER              PETER

    REGION CODE    ADDRESS   : 421 VALLEY FARM ROAD
        01         CITY      :    MILLBROOK
                   STATE/ZIP : NY  12545
    MORTGAGE AMOUNT :   225,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    224,860.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,710.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 47.36800
    ----------------------------------------------------------------
0   0030889554     MORTGAGORS: RUSS                 DAVID
                               FEHSKENS             EILEEN
    REGION CODE    ADDRESS   : 605 COQUINA LANE
        01         CITY      :    AUSTIN
                   STATE/ZIP : TX  78746
    MORTGAGE AMOUNT :   333,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    332,782.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,472.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 60.00000
    ----------------------------------------------------------------
0   0030889570     MORTGAGORS: MARR-HODAPP          KATHRYN
                               HODAPP               WILLIAM
    REGION CODE    ADDRESS   : 1410 SHERMAN LAKE ROAD
        01         CITY      :    LINO LAKES
                   STATE/ZIP : MN  55038
    MORTGAGE AMOUNT :   224,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    223,853.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,663.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 73.44200
    ----------------------------------------------------------------
0   0030889588     MORTGAGORS: DETERMAN             GREGORY
                               DETERMAN             CANDY
    REGION CODE    ADDRESS   : 5400 PARKFORD CIRCLE
        01         CITY      :    GRANITE BAY
                   STATE/ZIP : CA  95746
    MORTGAGE AMOUNT :   215,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    214,701.05  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,558.90  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.23900
    ----------------------------------------------------------------
0   0030889919     MORTGAGORS: SCHIPPEREIT          THAD
                               AYRES                BARBARA
    REGION CODE    ADDRESS   : 15 HILLSYDE COURT LOT #6
        01         CITY      :    COCKEYSVILLE
                   STATE/ZIP : MD  21030
    MORTGAGE AMOUNT :   450,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    449,434.37  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,422.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   06/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 89.83700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,447,000.00
                               P & I AMT:     10,827.24
                               UPB AMT:   1,445,631.21

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           42
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030889976     MORTGAGORS: GREENE               WENDY
                               MARTEL               TIMOTHY
    REGION CODE    ADDRESS   : 44 SOLOMON PIERCE ROAD
        01         CITY      :    LEXINGTON
                   STATE/ZIP : MA  02173
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,836.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,856.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 35.76500
    ----------------------------------------------------------------
0   0030890073     MORTGAGORS: BAKER                MERRIMON
                               BAKER                TWILA
    REGION CODE    ADDRESS   : 93 WINTHROP HARBOR
        01         CITY      :    MONTGOMERY
                   STATE/ZIP : TX  77356
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,540.53  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,598.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 79.67583
    ----------------------------------------------------------------
0   0030890305     MORTGAGORS: KASSELS              MICHAEL

    REGION CODE    ADDRESS   : 966 OAK VISTA CT.
        01         CITY      :    LAFAYETTE
                   STATE/ZIP : CA  94549
    MORTGAGE AMOUNT :   413,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    413,215.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,998.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.98200
    ----------------------------------------------------------------
0   0030890446     MORTGAGORS: QIN                  DEHAO
                               WEI                  RU
    REGION CODE    ADDRESS   : 37 WHITE BIRCH LANE
        01         CITY      :    NORTH ANDOVER
                   STATE/ZIP : MA  01845
    MORTGAGE AMOUNT :   239,280.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,111.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,714.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.78659
    ----------------------------------------------------------------
0   0030890891     MORTGAGORS: CHAFETZ              GARY
                               PETERSON             DEANNE
    REGION CODE    ADDRESS   : 18-20 FARWELL PLACE
        01         CITY      :    CAMBRIDGE
                   STATE/ZIP : MA  02138
    MORTGAGE AMOUNT :   285,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,798.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,041.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 46.34100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,537,780.00
                               P & I AMT:     11,209.17
                               UPB AMT:   1,536,502.39

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           43
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030891204     MORTGAGORS: LEONARD              STEVEN
                               LEONARD              GALE
    REGION CODE    ADDRESS   : 10506 CATESBY ROW
        01         CITY      :    FAIRFAX
                   STATE/ZIP : VA  22030
    MORTGAGE AMOUNT :   239,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,035.38  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,734.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.99600
    ----------------------------------------------------------------
0   0030891253     MORTGAGORS: HAHN                 SALLY
                               HAHN                 MICHAEL
    REGION CODE    ADDRESS   : 41 DEERTREE LANE
        01         CITY      :    BRIARCLIFF MANOR
                   STATE/ZIP : NY  10510
    MORTGAGE AMOUNT :   330,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    329,555.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,421.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 74.98700
    ----------------------------------------------------------------
0   0030891360     MORTGAGORS: TIPTON               E
                               TIPTON               CONSTANCE
    REGION CODE    ADDRESS   : 648 INDEPENDENCE AVENUE, S.E.
        01         CITY      :    WASHINGTON
                   STATE/ZIP : DC  20003
    MORTGAGE AMOUNT :   391,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    390,937.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,870.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 75.96116
    ----------------------------------------------------------------
0   0030891782     MORTGAGORS: GALIPO               RICHARD
                               GALIPO               KAREN
    REGION CODE    ADDRESS   : 24 EAGLE COURT
        01         CITY      :    RANDOLPH TOWNSHIP
                   STATE/ZIP : NJ  07869
    MORTGAGE AMOUNT :   259,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,711.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,839.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 72.21400
    ----------------------------------------------------------------
0   0030891907     MORTGAGORS: MOORE                STEPHEN
                               MOORE                ANNE
    REGION CODE    ADDRESS   : 9404 THURSTON COURT
        01         CITY      :    FAIRFAX STATION
                   STATE/ZIP : VA  22039
    MORTGAGE AMOUNT :   325,350.00  OPTION TO CONVERT :
    UNPAID BALANCE :    324,877.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,302.81  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.99700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,545,650.00
                               P & I AMT:     11,168.66
                               UPB AMT:   1,544,117.98

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           44
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030892277     MORTGAGORS: NIELSEN              NORMAN
                               NIELSEN              DEBORAH
    REGION CODE    ADDRESS   : 94 MAPLE STREET
        01         CITY      :    STOW
                   STATE/ZIP : MA  01775
    MORTGAGE AMOUNT :   278,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,943.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030892525     MORTGAGORS: WHEELER              R.
                               WHEELER              SARAH
    REGION CODE    ADDRESS   : 512 DE SALES STREET
        01         CITY      :    SAN GABRIEL
                   STATE/ZIP : CA  91775
    MORTGAGE AMOUNT :   244,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    243,654.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,748.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030892780     MORTGAGORS: YOUNIS               WARNER
                               YOUNIS               PATRICIA
    REGION CODE    ADDRESS   : 6932 LIVINGSTON DRIVE
        01         CITY      :    HUNTINGTON BEACH
                   STATE/ZIP : CA  92648
    MORTGAGE AMOUNT :   600,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    599,607.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,454.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030892855     MORTGAGORS: ZIMMERMAN            JEFFREY
                               ZIMMERMAN            LORI
    REGION CODE    ADDRESS   : 236 BRIARWOOD DR
        01         CITY      :    SELLERSVILLE
                   STATE/ZIP : PA  18960
    MORTGAGE AMOUNT :   332,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    332,053.39  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,323.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 84.98700
    ----------------------------------------------------------------
0   0030893028     MORTGAGORS: SADOFF               MARK
                               SADOFF               THERESA
    REGION CODE    ADDRESS   : 8153 PASEO TAXCO
        01         CITY      :    CARLSBAD
                   STATE/ZIP : CA  92009
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,429.94  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,175.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 78.21200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,754,300.00
                               P & I AMT:     12,645.56
                               UPB AMT:   1,752,745.29

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           45
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030893051     MORTGAGORS: JACQUES              JAMES
                               JACQUES              PAMELA
    REGION CODE    ADDRESS   : 1953 ALTA OAKS DRIVE
        01         CITY      :    ARCADIA
                   STATE/ZIP : CA  91006
    MORTGAGE AMOUNT :   545,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    544,247.40  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,951.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 73.15400
    ----------------------------------------------------------------
0   0030893077     MORTGAGORS: BLAYLOCK             DELBERT
                               BLAYLOCK             LORA
    REGION CODE    ADDRESS   : 7 PURCELL DRIVE
        01         CITY      :    ALAMEDA
                   STATE/ZIP : CA  94501
    MORTGAGE AMOUNT :   237,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    236,672.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,718.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 78.21700
    ----------------------------------------------------------------
0   0030893085     MORTGAGORS: KAAS                 JEFFREY
                               KAAS                 STACEY
    REGION CODE    ADDRESS   : 6409 136TH PLACE SW
        01         CITY      :    EDMONDS
                   STATE/ZIP : WA  98026
    MORTGAGE AMOUNT :   250,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,470.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,862.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030893119     MORTGAGORS: MANN                 EDWARD
                               MANN                 AVA
    REGION CODE    ADDRESS   : 10750 ANCONA LANE
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92131
    MORTGAGE AMOUNT :   304,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    303,790.78  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,204.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030893457     MORTGAGORS: REICHHOLD            GARY
                               REICHHOLD            CATHERINE
    REGION CODE    ADDRESS   : 171 DANIEL DRIVE
        01         CITY      :    ALAMO
                   STATE/ZIP : CA  94507
    MORTGAGE AMOUNT :   399,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,361.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,934.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.99600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,736,700.00
                               P & I AMT:     12,670.78
                               UPB AMT:   1,734,543.21

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           46
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030893663     MORTGAGORS: DUNHAM               JEFFREY

    REGION CODE    ADDRESS   : 19226 BRIARFIELD WAY
        01         CITY      :    TARZANA AREA
                   STATE/ZIP : CA  91356
    MORTGAGE AMOUNT :   747,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    746,068.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     5,416.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   015
    LTV :                 79.99500
    ----------------------------------------------------------------
0   0030893804     MORTGAGORS: SAWKAR               ANIL
                               SAWKAR               CHITRA
    REGION CODE    ADDRESS   : 20 HANSOM ROAD
        01         CITY      :    BERNARDS TOWNSHIP
                   STATE/ZIP : NJ  07920
    MORTGAGE AMOUNT :   277,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    276,736.25  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,057.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 89.99600
    ----------------------------------------------------------------
0   0030893846     MORTGAGORS: WISE                 BARBARA
                               WISE                 JEFFREY
    REGION CODE    ADDRESS   : 2269 CANYON DRIVE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90068
    MORTGAGE AMOUNT :   338,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    337,920.78  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,424.34  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030894018     MORTGAGORS: DUNLOP               JOHN
                               HADAD                NANCY
    REGION CODE    ADDRESS   : 302 ALDERWOOD DRIVE
        01         CITY      :    GAITHERSBURG
                   STATE/ZIP : MD  20878
    MORTGAGE AMOUNT :   306,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    306,231.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,118.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.98800
    ----------------------------------------------------------------
0   0030894364     MORTGAGORS: SVOBODA              LARRY
                               SVOBODA              CHRISTINE
    REGION CODE    ADDRESS   : 209 KIMBALL AVENUE
        01         CITY      :    WESTFIELD
                   STATE/ZIP : NJ  07090
    MORTGAGE AMOUNT :   650,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    649,541.23  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,656.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 67.35700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,319,300.00
                               P & I AMT:     16,673.77
                               UPB AMT:   2,316,498.41

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           47
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030894398     MORTGAGORS: ROUSH                ALAN
                               ROUSH                HOLLY
    REGION CODE    ADDRESS   : 1104 MANNING DRIVE
        01         CITY      :    EL DORADO HILLS
                   STATE/ZIP : CA  95762
    MORTGAGE AMOUNT :   282,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    281,805.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,044.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 94.99200
    ----------------------------------------------------------------
0   0030894455     MORTGAGORS: DIVARIS              MICHAEL
                               DIVARIS              LESLEY
    REGION CODE    ADDRESS   : 428 GOSNOLD COURT
        01         CITY      :    VIRGINIA BEACH
                   STATE/ZIP : VA  23451
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,785.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,348.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030894513     MORTGAGORS: MC ELVEEN            WILLIAM
                               HANNON               PAMELA
    REGION CODE    ADDRESS   : 2157 E ADMIRAL DRIVE
        01         CITY      :    VIRGINIA BEACH
                   STATE/ZIP : VA  23451
    MORTGAGE AMOUNT :   230,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    229,845.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,687.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030894810     MORTGAGORS: THOMAS               R
                               THOMAS               KELLIE
    REGION CODE    ADDRESS   : 945 PIEDMONT AVENUE
        01         CITY      :    ATLANTA
                   STATE/ZIP : GA  30309
    MORTGAGE AMOUNT :   373,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    373,242.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,708.14  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030894836     MORTGAGORS: LATTA                WILLIAM
                               LATTA                KATE
    REGION CODE    ADDRESS   : 20 MILLS POINT,UNIT 83,BUILDING 17
        01         CITY      :    MIDDLETON
                   STATE/ZIP : MA  01949
    MORTGAGE AMOUNT :   238,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    238,351.75  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,812.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,444,000.00
                               P & I AMT:     10,601.33
                               UPB AMT:   1,443,031.58

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           48
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030894877     MORTGAGORS: JERNSTEDT            RICHARD
                               JERNSTEDT            JEAN
    REGION CODE    ADDRESS   : 195 N. HARBOR DRIVE UNIT 4901
        01         CITY      :    CHICAGO
                   STATE/ZIP : IL  60601
    MORTGAGE AMOUNT :   247,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,600.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,838.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 79.97400
    ----------------------------------------------------------------
0   0030894885     MORTGAGORS: TURNER               JOHN
                               TURNER               BELINDA
    REGION CODE    ADDRESS   : 14450 WATERFORD COURT
        01         CITY      :    GREEN OAKS
                   STATE/ZIP : IL  60048
    MORTGAGE AMOUNT :   280,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    280,416.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,083.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 72.99800
    ----------------------------------------------------------------
0   0030895072     MORTGAGORS: MANNIS               DAVID
                               MANNIS               JULIE
    REGION CODE    ADDRESS   : 5555 CORAL REEF AVENUE
        01         CITY      :    LA JOLLA
                   STATE/ZIP : CA  92037
    MORTGAGE AMOUNT :   384,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    383,482.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,817.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030895213     MORTGAGORS: JOHNSON              LINDA

    REGION CODE    ADDRESS   : 84 BAYVIEW
        01         CITY      :    LOVELADIES
                   STATE/ZIP : NJ  08088
    MORTGAGE AMOUNT :   650,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    649,079.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,656.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 68.42100
    ----------------------------------------------------------------
0   0030895221     MORTGAGORS: STERN                ERIC
                               STERN                MARIA
    REGION CODE    ADDRESS   : 35 CENTER SHORE ROAD
        01         CITY      :    CENTERPORT
                   STATE/ZIP : NY  11721
    MORTGAGE AMOUNT :   247,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    246,846.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,877.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,809,200.00
                               P & I AMT:     13,273.60
                               UPB AMT:   1,807,425.40

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           49
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030895247     MORTGAGORS: VERNE                PETER
                               VERNE                JERA
    REGION CODE    ADDRESS   : 315 SOUTH PITT STREET
        01         CITY      :    ALEXANDRIA
                   STATE/ZIP : VA  22314
    MORTGAGE AMOUNT :   300,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,898.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,202.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 62.26100
    ----------------------------------------------------------------
0   0030895254     MORTGAGORS: YAUNG                JUN
                               JIANG                HONGYAN
    REGION CODE    ADDRESS   : 20896 PEPPERTREE LANE
        01         CITY      :    CUPERTINO
                   STATE/ZIP : CA  95014
    MORTGAGE AMOUNT :   444,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    443,431.79  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,335.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030895262     MORTGAGORS: EVANI                BHANU
                               EVANI                RENUKA
    REGION CODE    ADDRESS   : 9008 ASHCROFT WAY
        01         CITY      :    RICHMOND
                   STATE/ZIP : VA  23236
    MORTGAGE AMOUNT :   282,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    282,200.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,023.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030895312     MORTGAGORS: JOSEPHSON            JOSEPH
                               JOSEPHSON            MARTHA
    REGION CODE    ADDRESS   : 99 ORCHARD HILL
        01         CITY      :    ATHERTON
                   STATE/ZIP : CA  94027
    MORTGAGE AMOUNT : 1,680,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :  1,678,928.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :    12,621.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   015
    LTV :                 68.57100
    ----------------------------------------------------------------
0   0030895437     MORTGAGORS: SULLIVAN             MARTIN
                               FITZPATRICK          MARY
    REGION CODE    ADDRESS   : 3908 TERRY PL.
        01         CITY      :    ALEXANDRIA
                   STATE/ZIP : VA  22304
    MORTGAGE AMOUNT :   377,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    377,312.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,607.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   3,084,100.00
                               P & I AMT:     22,790.08
                               UPB AMT:   3,081,772.51

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           50
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030895486     MORTGAGORS: BLACK                STEVEN
                               BLACK                GEORGIA
    REGION CODE    ADDRESS   : 21 HEATHER LANE
        01         CITY      :    DARIEN
                   STATE/ZIP : CT  06820
    MORTGAGE AMOUNT :   499,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    498,820.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,447.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030895585     MORTGAGORS: MCAULIFF             DAVID
                               MCAULIFF             NAOMI
    REGION CODE    ADDRESS   : 8 MARIAN CIRCLE
        01         CITY      :    CHALFONT
                   STATE/ZIP : PA  18914
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,809.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,726.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 88.96700
    ----------------------------------------------------------------
0   0030895767     MORTGAGORS: HINESLEY             CATHRYNNE
                               HINESLEY             DAVID
    REGION CODE    ADDRESS   : 9911 YACHTHAVEN DRIVE
        01         CITY      :    BURKE
                   STATE/ZIP : VA  22015
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,147.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,865.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.68100
    ----------------------------------------------------------------
0   0030895791     MORTGAGORS: CLONTS               PETER
                               CLONTS               MICHELE
    REGION CODE    ADDRESS   : 7267 MILLER AVENUE
        01         CITY      :    GILROY
                   STATE/ZIP : CA  95020
    MORTGAGE AMOUNT :   232,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    231,960.27  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,765.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 94.98900
    ----------------------------------------------------------------
0   0030895825     MORTGAGORS: LAUFER               DANIEL
                               LAUFER               THERESA
    REGION CODE    ADDRESS   : 3739 TYNEMOORE TRACE
        01         CITY      :    SMYRNA
                   STATE/ZIP : GA  30080
    MORTGAGE AMOUNT :   277,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    277,259.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,011.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.99400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,658,900.00
                               P & I AMT:     11,817.17
                               UPB AMT:   1,656,996.82

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           51
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030895866     MORTGAGORS: MEIXNER              STEVEN
                               MEIXNER              CYNTHIA
    REGION CODE    ADDRESS   : 3900 GLENRIDGE DRIVE
        01         CITY      :    SHERMAN OAKS AREA LOS ANG
                   STATE/ZIP : CA  91423
    MORTGAGE AMOUNT :   264,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,644.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,937.14  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030895932     MORTGAGORS: KRASSOW              RONALD
                               KRASSOW              LINDA
    REGION CODE    ADDRESS   : 1347 WHISPERING PINE DRIVE
        01         CITY      :    SCOTTS VALLEY
                   STATE/ZIP : CA  95066
    MORTGAGE AMOUNT :   287,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    286,797.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,056.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 74.54500
    ----------------------------------------------------------------
0   0030896484     MORTGAGORS: THOMAS               KENNETH
                               THOMAS               KATHLEEN
    REGION CODE    ADDRESS   : 1411 BAFFY LOOP
        01         CITY      :    CHESAPEAKE
                   STATE/ZIP : VA  23320
    MORTGAGE AMOUNT :   325,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    324,781.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,384.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 75.66900
    ----------------------------------------------------------------
0   0030896609     MORTGAGORS: ZARIFES              PETER
                               ZARIFES              PHOTINA
    REGION CODE    ADDRESS   : 1720 BANNING WAY
        01         CITY      :    SAN MARINO
                   STATE/ZIP : CA  91108
    MORTGAGE AMOUNT :   415,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    414,412.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,973.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 69.16666
    ----------------------------------------------------------------
0   0030896617     MORTGAGORS: DONDERO              ROBERT
                               DONDERO              MARY ANN
    REGION CODE    ADDRESS   : 9733 CAMDEN HILLS AVENUE
        01         CITY      :    LAS VEGAS
                   STATE/ZIP : NV  89128
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,776.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,629.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 76.55100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,641,000.00
                               P & I AMT:     11,980.54
                               UPB AMT:   1,639,413.02

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           52
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030896732     MORTGAGORS: BROWN                DONALD
                               HANSON               KIMBERLEY
    REGION CODE    ADDRESS   : 1227 SHAKER DRIVE
        01         CITY      :    HERNDON
                   STATE/ZIP : VA  20170
    MORTGAGE AMOUNT :   302,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    301,792.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,189.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030896773     MORTGAGORS: CARROLL              DAVID
                               HEATH                GINA
    REGION CODE    ADDRESS   : 837 MILAN TERRACE DR.
        01         CITY      :    FT COLLINS
                   STATE/ZIP : CO  80525
    MORTGAGE AMOUNT :   280,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    280,412.25  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,035.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 87.02100
    ----------------------------------------------------------------
0   0030896799     MORTGAGORS: EPTON                SCOTT
                               EPTON                BETSY
    REGION CODE    ADDRESS   : 1125 ADIRONDACK
        01         CITY      :    NORTHBROOK
                   STATE/ZIP : IL  60062
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,596.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,201.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030896880     MORTGAGORS: PETIT                EDWARD
                               PETIT                TERESA
    REGION CODE    ADDRESS   : 1120 CARLYLE COURT
        01         CITY      :    ARLINGTON HEIGHTS
                   STATE/ZIP : IL  60004
    MORTGAGE AMOUNT :   322,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    322,283.60  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,366.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.62900
    ----------------------------------------------------------------
0   0030896955     MORTGAGORS: CALLINAN             NICHOLAS

    REGION CODE    ADDRESS   : 63 COPPERMINE ROAD
        01         CITY      :    CONCORD
                   STATE/ZIP : MA  01742
    MORTGAGE AMOUNT :   300,050.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,853.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,227.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 35.30000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,505,350.00
                               P & I AMT:     11,021.26
                               UPB AMT:   1,503,937.81

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           53
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030896997     MORTGAGORS: FLOOD                ROBERT
                               FLOOD                JOANN
    REGION CODE    ADDRESS   : 1240 S JAMES ST
        01         CITY      :    BROOKFIELD
                   STATE/ZIP : WI  53005
    MORTGAGE AMOUNT :   239,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    238,940.70  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,789.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.20000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.20000  PRODUCT CODE      :   002
    LTV :                 79.75000
    ----------------------------------------------------------------
0   0030897045     MORTGAGORS: BRIGHAM              BEN
                               BRIGHAM              ANNE
    REGION CODE    ADDRESS   : 3314 THREE RIVERS DRIVE
        01         CITY      :    AUSTIN
                   STATE/ZIP : TX  78746
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    499,291.94  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,582.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030897094     MORTGAGORS: GROSSMAN             LEWIS
                               GROSSMAN             CINDY
    REGION CODE    ADDRESS   : 2008 NORTH WATER VIEW COURT
        01         CITY      :    TUCSON
                   STATE/ZIP : AZ  85749
    MORTGAGE AMOUNT :   225,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    224,463.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,573.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 64.81628
    ----------------------------------------------------------------
0   0030897110     MORTGAGORS: FIFFLES              EVAN
                               FIFFLES              JULIE
    REGION CODE    ADDRESS   : 13035 HEDGE APPLE DRIVE
        01         CITY      :    LOCKPORT
                   STATE/ZIP : IL  60441
    MORTGAGE AMOUNT :   224,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    224,337.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,589.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 92.76800
    ----------------------------------------------------------------
0   0030897151     MORTGAGORS: SCHEMMEL             STEVE
                               NIXON                KAREN
    REGION CODE    ADDRESS   : 4214 MANNING LN
        01         CITY      :    DALLAS
                   STATE/ZIP : TX  75220
    MORTGAGE AMOUNT :   287,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    286,813.29  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,107.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,475,950.00
                               P & I AMT:     10,640.68
                               UPB AMT:   1,473,847.17

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           54
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030897243     MORTGAGORS: LOPERENA             RAUL
                               LOPERNEA             SHERYL
    REGION CODE    ADDRESS   : 17610 BELLETTO DRIVE
        01         CITY      :    MORGAN HILL
                   STATE/ZIP : CA  95037
    MORTGAGE AMOUNT :   329,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    329,300.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,361.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 84.99400
    ----------------------------------------------------------------
0   0030897474     MORTGAGORS: HIRAKAWA             STANLEY
                               HIRAKAWA             DENISE
    REGION CODE    ADDRESS   : 22913 WARD STREET
        01         CITY      :    TORRANCE
                   STATE/ZIP : CA  90505
    MORTGAGE AMOUNT :   268,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    267,801.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,873.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030897607     MORTGAGORS: HIMMELSTEIN          ALAN
                               FREEDMAN             MARION
    REGION CODE    ADDRESS   : 24 NORTHDALE ROAD
        01         CITY      :    WHITE PLAINS
                   STATE/ZIP : NY  10605
    MORTGAGE AMOUNT :   408,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    407,704.70  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,887.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030898035     MORTGAGORS: HICKSON              ROBERT
                               HICKSON              SANDRA
    REGION CODE    ADDRESS   : 1189 KIMBERLY DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95118
    MORTGAGE AMOUNT :   266,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,826.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,975.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030898050     MORTGAGORS: FRY                  LESTER
                               FRY                  VALERIE
    REGION CODE    ADDRESS   : 259  E ROSE TREE ROAD
        01         CITY      :    MEDIA
                   STATE/ZIP : PA  19063
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,820.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,041.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 78.34700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,546,600.00
                               P & I AMT:     11,139.89
                               UPB AMT:   1,545,452.37

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           55
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030898217     MORTGAGORS: DANIELS              THOMAS
                               HENDREN              CODY
    REGION CODE    ADDRESS   : 9258 MEREDITH COURT
        01         CITY      :    LITTLETON
                   STATE/ZIP : CO  80124
    MORTGAGE AMOUNT :   265,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,721.59  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,951.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 94.99800
    ----------------------------------------------------------------
0   0030898423     MORTGAGORS: WAX                  HOWARD

    REGION CODE    ADDRESS   : 1410 N STATE PARKWAY  #24B
        01         CITY      :    CHICAGO
                   STATE/ZIP : IL  60600
    MORTGAGE AMOUNT :   340,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    340,571.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,500.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030898555     MORTGAGORS: FORAN                JOHN
                               FORAN                PAMELA
    REGION CODE    ADDRESS   : 6 FARM HILL ROAD
        01         CITY      :    DENNIS
                   STATE/ZIP : MA  02638
    MORTGAGE AMOUNT :   262,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    261,548.25  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,171.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/17
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 72.37500
    ----------------------------------------------------------------
0   0030898704     MORTGAGORS: SEELERT              RODGER
                               SEELERT              NANCY
    REGION CODE    ADDRESS   : 4317 MT HELIX HIGHLAND DR
        01         CITY      :    LA MESA
                   STATE/ZIP : CA  91941
    MORTGAGE AMOUNT :   278,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,005.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,994.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030898803     MORTGAGORS: APONTE               CARLOS
                               APONTE               LUIS
    REGION CODE    ADDRESS   : 105 JACKSONVILLE ROAD
        01         CITY      :    LINCOLN PARK
                   STATE/ZIP : NJ  07035
    MORTGAGE AMOUNT :   218,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    218,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,641.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,365,600.00
                               P & I AMT:     10,258.90
                               UPB AMT:   1,364,346.90

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           56
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030898837     MORTGAGORS: EIGNOR               DANIEL
                               COOK                 LINDA
    REGION CODE    ADDRESS   : 5 LAKEVIEW ROAD
        01         CITY      :    LAMBERTVILLE
                   STATE/ZIP : NJ  08503
    MORTGAGE AMOUNT :   255,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,915.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 72.85700
    ----------------------------------------------------------------
0   0030899009     MORTGAGORS: WILCOX               DALE
                               WILCOX               PATRICIA
    REGION CODE    ADDRESS   : 162 CHITTENDEN ROAD
        01         CITY      :    KILLINGWORTH
                   STATE/ZIP : CT  06419
    MORTGAGE AMOUNT :   249,850.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,522.02  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,855.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030899256     MORTGAGORS: YAO                  KE-THIA
                               YANG                 SHU-MAN
    REGION CODE    ADDRESS   : 17267 SIGNATURE DRIVE
        01         CITY      :    LOS ANGELES (GRANADA HILL
                   STATE/ZIP : CA  91344
    MORTGAGE AMOUNT :   277,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    277,206.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,988.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030899520     MORTGAGORS: JARVIS               CRAIG
                               JARVIS               JOLENE
    REGION CODE    ADDRESS   : 836 ASHLEY LANE
        01         CITY      :    WALNUT CREEK
                   STATE/ZIP : CA  94596
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    398,355.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,865.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 62.50000
    ----------------------------------------------------------------
0   0030899546     MORTGAGORS: WOLLAN               THOMAS
                               WOLLAN               JOAN
    REGION CODE    ADDRESS   : 866 GOVERN CIRCLE
        01         CITY      :    EAGAN
                   STATE/ZIP : MN  55123
    MORTGAGE AMOUNT :   282,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    282,605.38  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,050.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 84.99200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,465,250.00
                               P & I AMT:     10,675.77
                               UPB AMT:   1,462,689.37

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           57
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030899553     MORTGAGORS: HAGLUND              SCOTT
                               HAGLUND              PAMELA
    REGION CODE    ADDRESS   : 164 58TH COURT
        01         CITY      :    WEST DES MOINES
                   STATE/ZIP : IA  50266
    MORTGAGE AMOUNT :   238,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    238,323.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,667.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030899579     MORTGAGORS: VERGARA              RODELIO
                               VERGARA              JOSENA
    REGION CODE    ADDRESS   : 47 VILLAGE ROAD
        01         CITY      :    KENDALL PARK
                   STATE/ZIP : NJ  08824
    MORTGAGE AMOUNT :   238,050.00  OPTION TO CONVERT :
    UNPAID BALANCE :    237,894.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,767.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 83.23400
    ----------------------------------------------------------------
0   0030899702     MORTGAGORS: CONN                 JOSEPH
                               CONN                 MARY
    REGION CODE    ADDRESS   : 11106 EAST DEL TIMBRE DRIVE
        01         CITY      :    SCOTTSDALE
                   STATE/ZIP : AZ  85259
    MORTGAGE AMOUNT :   432,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    431,702.70  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,132.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030899710     MORTGAGORS: BRIDGEMAN            KEENE
                               BRIDGEMAN            TANIA
    REGION CODE    ADDRESS   : 29161 MURRE LANE
        01         CITY      :    LAGUNA NIGUEL
                   STATE/ZIP : CA  92677
    MORTGAGE AMOUNT :   241,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    240,667.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,747.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 75.31200
    ----------------------------------------------------------------
0   0030899744     MORTGAGORS: SWARTZ               DANIEL
                               SWARTZ               KELLY
    REGION CODE    ADDRESS   : 681 HILLSIDE AVE
        01         CITY      :    GLEN ELLYN
                   STATE/ZIP : IL  60137
    MORTGAGE AMOUNT :   390,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    389,738.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,861.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 78.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,539,550.00
                               P & I AMT:     11,176.56
                               UPB AMT:   1,538,325.49

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           58
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030899850     MORTGAGORS: LASHER               MATTHEW
                               LASHER               BETH
    REGION CODE    ADDRESS   : 9205 CUB RUN DRIVE
        01         CITY      :    CONCORD
                   STATE/ZIP : NC  28027
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,645.94  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,791.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 73.52900
    ----------------------------------------------------------------
0   0030899892     MORTGAGORS: BARLESI              GEORGE
                               BARLESI              LINDA
    REGION CODE    ADDRESS   : 2626 FOSTER STREET
        01         CITY      :    SAN MATEO
                   STATE/ZIP : CA  94403
    MORTGAGE AMOUNT :   238,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    237,840.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,746.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.33300
    ----------------------------------------------------------------
0   0030899991     MORTGAGORS: BROWN                DONALD
                               BROWN                DONNA
    REGION CODE    ADDRESS   : 3139 HAWKCREST CIRCLE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95135
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    269,518.40  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,911.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 60.67500
    ----------------------------------------------------------------
0   0030900021     MORTGAGORS: ABELMAN              HENRY

    REGION CODE    ADDRESS   : 8360 SENTINAE CHASE DR.
        01         CITY      :    DOSWELL
                   STATE/ZIP : GA  30076
    MORTGAGE AMOUNT :   294,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    294,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,030.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 48.59500
    ----------------------------------------------------------------
0   0030900278     MORTGAGORS: WORTH                MARK

    REGION CODE    ADDRESS   : 2980 RIVER RD.
        01         CITY      :    NEW HOPE
                   STATE/ZIP : PA  18938
    MORTGAGE AMOUNT :   300,050.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,827.32  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,097.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 53.10619
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,352,050.00
                               P & I AMT:      9,577.03
                               UPB AMT:   1,350,831.97

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           59
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030900302     MORTGAGORS: DENNIS               THERON
                               DENNIS               TANYA
    REGION CODE    ADDRESS   : 100 FOREST BROOK DRIVE
        01         CITY      :    APEX
                   STATE/ZIP : NC  27502
    MORTGAGE AMOUNT :   220,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    220,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,617.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 89.99265
    ----------------------------------------------------------------
0   0030900849     MORTGAGORS: FERDMAN              ALEJANDRO
                               FERDMAN              RISA
    REGION CODE    ADDRESS   : 6107 SCERRA ARBOR COURT
        01         CITY      :    AUSTIN
                   STATE/ZIP : TX  78759
    MORTGAGE AMOUNT :   238,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    237,827.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,684.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------
0   0030900856     MORTGAGORS: RAVINDRAN            SATKUNANANDA
                               RAVINDRAN            YASODRA
    REGION CODE    ADDRESS   : 11065 HISKEY LANE
        01         CITY      :    TUSTIN
                   STATE/ZIP : CA  92782
    MORTGAGE AMOUNT :   296,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    296,539.94  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,153.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 89.98700
    ----------------------------------------------------------------
0   0030900864     MORTGAGORS: FRAHER               BRIAN
                               FRAHER               LAURA
    REGION CODE    ADDRESS   : 5102 GREENCREST ROAD
        01         CITY      :    LA CANADA
                   STATE/ZIP : CA  91011
    MORTGAGE AMOUNT :   648,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    647,658.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,590.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 69.00000
    ----------------------------------------------------------------
0   0030900880     MORTGAGORS: NICELEY              DARYL
                               NICELEY              LORIANN
    REGION CODE    ADDRESS   : 1030 OLDE TOWNE LANE
        01         CITY      :    WOODSTOCK
                   STATE/ZIP : GA  30189
    MORTGAGE AMOUNT :   388,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    387,732.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,813.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,792,050.00
                               P & I AMT:     12,859.62
                               UPB AMT:   1,790,258.80

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           60
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030900914     MORTGAGORS: BLUCHER              BERNARD

    REGION CODE    ADDRESS   : 17 POINT ROAD
        01         CITY      :    BAYPORT
                   STATE/ZIP : MN  55003
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,759.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,537.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 77.77700
    ----------------------------------------------------------------
0   0030900989     MORTGAGORS: HONNEN               SCOTT
                               HONNEN               ARDEN
    REGION CODE    ADDRESS   : 15519 EL CAMINO REAL
        01         CITY      :    RANCHO SANTA FE
                   STATE/ZIP : CA  92067
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,752.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,507.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 42.42400
    ----------------------------------------------------------------
0   0030901060     MORTGAGORS: JOHNSON              PETER

    REGION CODE    ADDRESS   : 154 GRUNEWALD COURT
        01         CITY      :    SANTA CRUZ
                   STATE/ZIP : CA  95065
    MORTGAGE AMOUNT :   268,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    267,806.03  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,896.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030901136     MORTGAGORS: MCFADDEN             STEPHANIE

    REGION CODE    ADDRESS   : 2140 SUTTON PLACE
        01         CITY      :    PLANO
                   STATE/ZIP : TX  75093
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,652.02  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,827.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 77.53800
    ----------------------------------------------------------------
0   0030901367     MORTGAGORS: KAPLAN               RONALD
                               MAYOR                JUNE
    REGION CODE    ADDRESS   : 615 TOURAINE TERRACE
        01         CITY      :    NORTHBROOK
                   STATE/ZIP : IL  60062
    MORTGAGE AMOUNT :   442,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    441,695.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,204.81  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,662,000.00
                               P & I AMT:     11,974.07
                               UPB AMT:   1,660,665.97

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           61
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030901441     MORTGAGORS: GARCIA               JOHN
                               LOVE-GARCIA          NANCY
    REGION CODE    ADDRESS   : 754 NORTH HOOVER AVENUE
        01         CITY      :    LOUISVILLE
                   STATE/ZIP : CO  80027
    MORTGAGE AMOUNT :   235,392.00  OPTION TO CONVERT :
    UNPAID BALANCE :    235,225.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,686.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 64.49000
    ----------------------------------------------------------------
0   0030901565     MORTGAGORS: CLAFLIN              GERARD
                               CLAFLIN              CHERYLE
    REGION CODE    ADDRESS   : 5311 ERICKSON DRIVE
        01         CITY      :    GRANITE BAY
                   STATE/ZIP : CA  95746
    MORTGAGE AMOUNT :   253,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    253,584.01  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,884.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 94.98400
    ----------------------------------------------------------------
0   0030901581     MORTGAGORS: HERTZ                BRADLEY
                               HERTZ                LAURA
    REGION CODE    ADDRESS   : 23344 CALIFA STREET
        01         CITY      :    WOODLAND HILLS
                   STATE/ZIP : CA  91367
    MORTGAGE AMOUNT :   342,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    340,929.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,450.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 87.69200
    ----------------------------------------------------------------
0   0030901615     MORTGAGORS: HODGES               JOHN
                               SATO                 NANCY
    REGION CODE    ADDRESS   : 147 ARBOR LANE
        01         CITY      :    MOSS BEACH
                   STATE/ZIP : CA  94038
    MORTGAGE AMOUNT :   276,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,589.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,929.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030901623     MORTGAGORS: MCDERMOTT            CRAIG
                               MCDERMOTT            MERCEDES
    REGION CODE    ADDRESS   : 342 STOW RD.
        01         CITY      :    HARVARD
                   STATE/ZIP : MA  01451
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,800.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,946.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.94100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,382,142.00
                               P & I AMT:      9,896.86
                               UPB AMT:   1,380,129.63

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           62
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030901649     MORTGAGORS: ENCINIAS             PAUL
                               ENCINIAS             DORIS
    REGION CODE    ADDRESS   : 465 WHITETAIL CIRCLE
        01         CITY      :    LAFAYETTE
                   STATE/ZIP : CO  80026
    MORTGAGE AMOUNT :   253,350.00  OPTION TO CONVERT :
    UNPAID BALANCE :    253,175.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,836.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 94.98900
    ----------------------------------------------------------------
0   0030901821     MORTGAGORS: MALLON               FRANCES
                               MALLON               EDWARD
    REGION CODE    ADDRESS   : 55 LOCKE ROAD
        01         CITY      :    NEW CASTLE
                   STATE/ZIP : NH  03854
    MORTGAGE AMOUNT :   245,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,827.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,762.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   02/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 49.34045
    ----------------------------------------------------------------
0   0030901995     MORTGAGORS: FEREZY               JOSEPH
                               FEREZY               SHARI
    REGION CODE    ADDRESS   : 1790 BRONZEWOOD COURT
        01         CITY      :    THOUSAND OAKS
                   STATE/ZIP : CA  91320
    MORTGAGE AMOUNT :   375,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    375,634.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,693.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.97800
    ----------------------------------------------------------------
0   0030902043     MORTGAGORS: MOORE                DONALD
                               MOORE                SHERYL
    REGION CODE    ADDRESS   : 225 ANDREA DRIVE
        01         CITY      :    ROCKAWAY
                   STATE/ZIP : NJ  07866
    MORTGAGE AMOUNT :   222,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    222,300.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,650.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030902308     MORTGAGORS: RUDOLPH              PAUL
                               RUDOLPH              PHYLLIS
    REGION CODE    ADDRESS   : 13 SHADOW RIDGE COURT
        01         CITY      :    FRISCO
                   STATE/ZIP : TX  75034
    MORTGAGE AMOUNT :   322,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    322,722.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,313.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.99500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,419,500.00
                               P & I AMT:     10,257.01
                               UPB AMT:   1,418,659.47

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           63
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030902324     MORTGAGORS: KROFT                KEVIN

    REGION CODE    ADDRESS   : 2008 DONNA DRIVE
        01         CITY      :    LAGUNA BEACH
                   STATE/ZIP : CA  92651
    MORTGAGE AMOUNT :   511,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    510,848.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,706.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030902472     MORTGAGORS: GROSSMAN             IRA
                               GROSSMAN             DEBBIE
    REGION CODE    ADDRESS   : 4204 CHERRY VALLEY DRIVE
        01         CITY      :    OLNEY
                   STATE/ZIP : MD  20832
    MORTGAGE AMOUNT :   243,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,832.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,761.92  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030902522     MORTGAGORS: MCHALE               MICHAEL
                               MCHALE               PATRICIA
    REGION CODE    ADDRESS   : 2321 BRICKSTONE CIRCLE
        01         CITY      :    CONCORD
                   STATE/ZIP : NC  28025
    MORTGAGE AMOUNT :   234,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    233,684.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,717.01  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030902589     MORTGAGORS: FELDMAN              EDWARD
                               FELDMAN              PATRICIA
    REGION CODE    ADDRESS   : 1800 UPPER RANCH ROAD
        01         CITY      :    WESTLAKE VILLAGE
                   STATE/ZIP : CA  91362
    MORTGAGE AMOUNT :   550,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    549,630.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,035.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 67.90123
    ----------------------------------------------------------------
0   0030902639     MORTGAGORS: SHOPSHIRE            MICHAEL
                               SHOPSHIRE            JULIE
    REGION CODE    ADDRESS   : 505 SOUTH TUMBLEWEED ROAD
        01         CITY      :    ANAHEIM
                   STATE/ZIP : CA  92807
    MORTGAGE AMOUNT :   238,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    238,062.39  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,707.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 89.96200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,776,600.00
                               P & I AMT:     12,929.12
                               UPB AMT:   1,775,059.25

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           64
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030902712     MORTGAGORS: SMITH                DOUGLAS
                               SMITH                HILLARY
    REGION CODE    ADDRESS   : 429 W. HILLSDALE BOULEVARD
        01         CITY      :    SAN MATEO
                   STATE/ZIP : CA  94403
    MORTGAGE AMOUNT :   330,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    329,767.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,364.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 78.57100
    ----------------------------------------------------------------
0   0030902720     MORTGAGORS: DE PLANQUE           EMILE
                               DE PLANQUE           ROSANNA
    REGION CODE    ADDRESS   : 3720 CENTER WAY
        01         CITY      :    FAIRFAX
                   STATE/ZIP : VA  22033
    MORTGAGE AMOUNT :   264,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,808.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,868.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030902738     MORTGAGORS: BRENNE               GORDON
                               RAAB                 CONSTANCE
    REGION CODE    ADDRESS   : 1112 WOODSIDE PARKWAY
        01         CITY      :    SILVER SPRING
                   STATE/ZIP : MD  20910
    MORTGAGE AMOUNT :   317,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    316,787.29  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,326.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 63.40000
    ----------------------------------------------------------------
0   0030902753     MORTGAGORS: SCHABERG             RICHARD
                               SCHABERG             SARA
    REGION CODE    ADDRESS   : 5312 BLACKISTONE ROAD
        01         CITY      :    BETHESDA
                   STATE/ZIP : MD  20816
    MORTGAGE AMOUNT :   351,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    350,952.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,516.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030902795     MORTGAGORS: SAPIN                CRAIG
                               SAPIN                CAROLYN
    REGION CODE    ADDRESS   : 2030 AVILA COURT
        01         CITY      :    LA JOLLA
                   STATE/ZIP : CA  92037
    MORTGAGE AMOUNT :   650,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    649,079.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,656.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 78.88300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,912,200.00
                               P & I AMT:     13,731.50
                               UPB AMT:   1,910,394.93

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           65
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030902837     MORTGAGORS: MORRIS               MICHAEL
                               MORRIS               TOSHIKO
    REGION CODE    ADDRESS   : 1110 BOUNTY DRIVE
        01         CITY      :    FOSTER CITY
                   STATE/ZIP : CA  94404
    MORTGAGE AMOUNT :   310,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    309,781.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,220.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 77.50000
    ----------------------------------------------------------------
0   0030903496     MORTGAGORS: MACKEY               PHILLIP
                               MACKEY               SUSAN
    REGION CODE    ADDRESS   : 28242 MILLWOOD ROAD
        01         CITY      :    TRABUCO CANYON
                   STATE/ZIP : CA  92679
    MORTGAGE AMOUNT :   304,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    303,785.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,177.90  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 77.94871
    ----------------------------------------------------------------
0   0030903553     MORTGAGORS: EMILITA              MARIA
                               EMILITA              CHARLES
    REGION CODE    ADDRESS   : 174 TERRACE AVENUE
        01         CITY      :    HASBROUCK HEIGHTS
                   STATE/ZIP : NJ  07604
    MORTGAGE AMOUNT :   246,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    245,928.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,786.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030903736     MORTGAGORS: DAVIES               GEORGE
                               DAVIES               SUSAN
    REGION CODE    ADDRESS   : 4221 GLENWOOD AVENUE
        01         CITY      :    BIRMINGHAM
                   STATE/ZIP : AL  35213
    MORTGAGE AMOUNT :   242,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,572.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,782.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 89.96629
    ----------------------------------------------------------------
0   0030903819     MORTGAGORS: CHIANG               MIKE
                               CHIANG               LINA
    REGION CODE    ADDRESS   : 8 PLANTATION CIRCLE
        01         CITY      :    VALDOSTA
                   STATE/ZIP : GA  31602
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,823.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,856.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,359,300.00
                               P & I AMT:      9,823.85
                               UPB AMT:   1,357,891.86

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           66
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030903827     MORTGAGORS: KOLBERT              STEVEN
                               HAIGHT               STEPHEN
    REGION CODE    ADDRESS   : 4797 EDISON STREET
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92117
    MORTGAGE AMOUNT :   220,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    220,179.79  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,560.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030903918     MORTGAGORS: SUN                  MIKE
                               SUN                  LISA
    REGION CODE    ADDRESS   : 59 DEACON ABBOTT ROAD
        01         CITY      :    REDDING
                   STATE/ZIP : CT  06896
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,605.79  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,817.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030904080     MORTGAGORS: COX                  ROBERT
                               COX                  CHRISTY
    REGION CODE    ADDRESS   : 6944 CREST ROAD
        01         CITY      :    RANCHO PALOS VERDE
                   STATE/ZIP : CA  90275
    MORTGAGE AMOUNT :   420,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    419,703.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,008.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 70.58800
    ----------------------------------------------------------------
0   0030904106     MORTGAGORS: LYNCH                MARK
                               O'NEILL              KATHLEEN
    REGION CODE    ADDRESS   : 157 LINCOLN ROAD
        01         CITY      :    WESTFIELD
                   STATE/ZIP : NJ  07090
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    240,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,782.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 50.10400
    ----------------------------------------------------------------
0   0030904130     MORTGAGORS: HAJI                 ARIF
                               HAJI                 AZMINA
    REGION CODE    ADDRESS   : 4009 VIA PAVION
        01         CITY      :    PALOS VERDES ESTATES
                   STATE/ZIP : CA  90244
    MORTGAGE AMOUNT :   428,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    427,697.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,066.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,568,500.00
                               P & I AMT:     11,235.84
                               UPB AMT:   1,567,187.06

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           67
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030904171     MORTGAGORS: CHEN                 JASSEN
                               CHEN                 KAREN
    REGION CODE    ADDRESS   : 2302 PALM CIRCLE
        01         CITY      :    ARCADIA
                   STATE/ZIP : CA  91006
    MORTGAGE AMOUNT :   245,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    245,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,755.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------
0   0030904205     MORTGAGORS: MORSE                ROBERT
                               MORSE                SUSAN
    REGION CODE    ADDRESS   : 2534 CALLE JADE
        01         CITY      :    SAN CLEMENTE
                   STATE/ZIP : CA  92673
    MORTGAGE AMOUNT :   340,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    340,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,465.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.99600
    ----------------------------------------------------------------
0   0030904221     MORTGAGORS: QUEBBEMAN            THOMAS
                               QUEBBEMAN            TERESA
    REGION CODE    ADDRESS   : 28461 BRANDON DRIVE
        01         CITY      :    LAGUNA NIGUEL
                   STATE/ZIP : CA  92677
    MORTGAGE AMOUNT :   249,350.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,987.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,764.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 94.99000
    ----------------------------------------------------------------
0   0030904239     MORTGAGORS: SAWYERS              WILLIAM

    REGION CODE    ADDRESS   : 370 MOLINO AVENUE
        01         CITY      :    MILL VALLEY
                   STATE/ZIP : CA  94941
    MORTGAGE AMOUNT :   650,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    649,056.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,600.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 74.07400
    ----------------------------------------------------------------
0   0030904247     MORTGAGORS: HARRINGTON           STEPHEN
                               HARRINGTON           LESLIE
    REGION CODE    ADDRESS   : 17 LUIZ COURT
        01         CITY      :    SAN RAFAEL
                   STATE/ZIP : CA  94903
    MORTGAGE AMOUNT :   361,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    361,287.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,591.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,846,150.00
                               P & I AMT:     13,177.97
                               UPB AMT:   1,844,331.66

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           68
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030904262     MORTGAGORS: O'LEARY              MATHEW
                               O'LEARY              DEBORAH
    REGION CODE    ADDRESS   : 7538 GREYSTONE DRIVE
        01         CITY      :    WEST HILLS
                   STATE/ZIP : CA  91304
    MORTGAGE AMOUNT :   348,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    347,754.38  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,493.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030904296     MORTGAGORS: BOVBERG              BRIANE
                               SPRINGER             ALINA
    REGION CODE    ADDRESS   : 7 HIGHLAND AVENUE
        01         CITY      :    SAN RAFAEL
                   STATE/ZIP : CA  94901
    MORTGAGE AMOUNT :   600,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    599,576.53  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,298.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0030904577     MORTGAGORS: SAGRERA              RALPH

    REGION CODE    ADDRESS   : 6004 CANAL BLVD
        01         CITY      :    NEW ORLEANS
                   STATE/ZIP : LA  70124
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,827.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,812.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 67.56700
    ----------------------------------------------------------------
0   0030904585     MORTGAGORS: SIEGHARDT            PEGGY
                               MAESTAS              FRANK
    REGION CODE    ADDRESS   : 12 ROC ETAM ROAD
        01         CITY      :    RANDOLPH
                   STATE/ZIP : NJ  07869
    MORTGAGE AMOUNT :   296,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,774.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,044.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030904593     MORTGAGORS: DACKOW               KIRK
                               DACKOW               SUSAN
    REGION CODE    ADDRESS   : 63 OLD OAK DRIVE
        01         CITY      :    NEW PROVIDENCE
                   STATE/ZIP : NJ  07974
    MORTGAGE AMOUNT :   309,985.00  OPTION TO CONVERT :
    UNPAID BALANCE :    309,787.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,328.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,803,985.00
                               P & I AMT:     12,977.49
                               UPB AMT:   1,802,720.96

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           69
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030904619     MORTGAGORS: KEELING              ROGER
                               KEELING              CAROLYN
    REGION CODE    ADDRESS   : 3660 NEWPORT BAY DRIVE
        01         CITY      :    ALPHARETTA
                   STATE/ZIP : GA  30202
    MORTGAGE AMOUNT :   311,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    310,985.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,256.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030904924     MORTGAGORS: PASCUCCI             STEVEN
                               PASCUCCI             JENNIFER
    REGION CODE    ADDRESS   : 291 POPE ROAD
        01         CITY      :    CONCORD
                   STATE/ZIP : MA  01742
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    499,655.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,625.35  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 78.74000
    ----------------------------------------------------------------
0   0030905004     MORTGAGORS: SLATTER              CAROL
                               LEVANT               RONALD
    REGION CODE    ADDRESS   : 714 NW 101 TERRACE
        01         CITY      :    PLANTATION
                   STATE/ZIP : FL  33324
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    269,814.19  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,957.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 61.36300
    ----------------------------------------------------------------
0   0030905442     MORTGAGORS: FOELL                JONATHAN
                               OKANO                CYNTHIA
    REGION CODE    ADDRESS   : 1132 DOUGLAS COURT
        01         CITY      :    ALAMO
                   STATE/ZIP : CA  94507
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    348,749.50  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,507.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 52.83000
    ----------------------------------------------------------------
0   0030905723     MORTGAGORS: WILKES               BRENT
                               DADOURIAN            LINDA
    REGION CODE    ADDRESS   : 40 FULLER POND ROAD
        01         CITY      :    MIDDLETON
                   STATE/ZIP : MA  01949
    MORTGAGE AMOUNT :   225,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    225,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,670.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 89.64100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,656,200.00
                               P & I AMT:     12,017.53
                               UPB AMT:   1,654,205.42

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           70
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030905772     MORTGAGORS: WONG                 DANNY
                               WONG                 TERESA
    REGION CODE    ADDRESS   : 1857 CRYSTAL VIEW CIRCLE
        01         CITY      :    THOUSAND OAKS
                   STATE/ZIP : CA  91320
    MORTGAGE AMOUNT :   214,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    213,528.99  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,533.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 52.20700
    ----------------------------------------------------------------
0   0030905996     MORTGAGORS: PANIZZA              ANTONIO
                               PANIZZA              SHIRLEY
    REGION CODE    ADDRESS   : 11307 TAFFRAIL COURT
        01         CITY      :    RESTON
                   STATE/ZIP : VA  20191
    MORTGAGE AMOUNT :   227,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    227,035.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,608.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030906127     MORTGAGORS: ROGERS               SCOTT
                               ROGERS               ANNE
    REGION CODE    ADDRESS   : 3 CATAMOUNT LN
        01         CITY      :    LITTLETON
                   STATE/ZIP : CO  80127
    MORTGAGE AMOUNT :   404,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    403,721.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,929.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030906150     MORTGAGORS: HAN                  SHAWN
                               HAN                  ANDREA
    REGION CODE    ADDRESS   : 10404 E. PRENTICE PL.
        01         CITY      :    ENGLEWOOD
                   STATE/ZIP : CO  80111
    MORTGAGE AMOUNT :   410,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    409,717.84  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,972.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030906176     MORTGAGORS: DOHERTY              DANIEL
                               DOHERTY              KATRINA
    REGION CODE    ADDRESS   : 2521 OTTER COURT
        01         CITY      :    LAFAYETTE
                   STATE/ZIP : CO  80026
    MORTGAGE AMOUNT :   232,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    232,585.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,667.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 94.64400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,487,950.00
                               P & I AMT:     10,710.76
                               UPB AMT:   1,486,590.08

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           71
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030906242     MORTGAGORS: SACKS                JEFFREY
                               SACKS                SHARI
    REGION CODE    ADDRESS   : 2412 MEADOW DRIVE NORTH
        01         CITY      :    WILMETTE
                   STATE/ZIP : IL  60091
    MORTGAGE AMOUNT :   412,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    411,723.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,023.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030906465     MORTGAGORS: LEE                  CHAIN
                               LEE                  ALICE
    REGION CODE    ADDRESS   : 12L NORTH COMMONS
        01         CITY      :    LINCOLN
                   STATE/ZIP : MA  01773
    MORTGAGE AMOUNT :   226,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    226,800.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,605.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030906481     MORTGAGORS: LASSA                PAUL
                               PAWLIK               PALMYRA
    REGION CODE    ADDRESS   : 1352 PARK DRIVE
        01         CITY      :    MOUNTAINVIEW
                   STATE/ZIP : CA  94040
    MORTGAGE AMOUNT :   355,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    354,484.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,546.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030906564     MORTGAGORS: UDEH                 STEVEN
                               UDEH                 ELIZABETH
    REGION CODE    ADDRESS   : 48 ARLEN WAY
        01         CITY      :    WEST HARTFORD
                   STATE/ZIP : CT  06117
    MORTGAGE AMOUNT :   244,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,294.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,859.14  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 77.65000
    ----------------------------------------------------------------
0   0030906580     MORTGAGORS: SINELL               LYLE
                               SINELL               KAREN
    REGION CODE    ADDRESS   : 1024 MC CAULEY ROAD
        01         CITY      :    DANVILLE
                   STATE/ZIP : CA  94526
    MORTGAGE AMOUNT :   549,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    549,502.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,892.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.99825
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,788,800.00
                               P & I AMT:     12,926.55
                               UPB AMT:   1,786,805.34

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           72
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030906606     MORTGAGORS: VALES                RICHARD
                               HEFFERNAN            BARBARA
    REGION CODE    ADDRESS   : 6 RYAN LANE
        01         CITY      :    POMPTON PLAINS
                   STATE/ZIP : NJ  07444
    MORTGAGE AMOUNT :   276,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    276,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,929.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030906614     MORTGAGORS: SCHWEITZER           BRENT
                               SCHWEITZER           TERRESA
    REGION CODE    ADDRESS   : 43511 BOW CANYON
        01         CITY      :    BIG BEAR LAKE
                   STATE/ZIP : CA  92315
    MORTGAGE AMOUNT :   360,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    359,739.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,548.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030906705     MORTGAGORS: ERMAN                KENNETH
                               ERMAN                MARISA
    REGION CODE    ADDRESS   : 146 TINARI DRIVE
        01         CITY      :    NORTHAMPTON TWP.
                   STATE/ZIP : PA  18954
    MORTGAGE AMOUNT :   395,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    395,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,761.90  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 73.14800
    ----------------------------------------------------------------
0   0030907158     MORTGAGORS: WILK                 DAVID

    REGION CODE    ADDRESS   : 8 GRAY'S FARM ROAD
        01         CITY      :    WESTON
                   STATE/ZIP : CT  06883
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,829.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,930.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 64.48400
    ----------------------------------------------------------------
0   0030907281     MORTGAGORS: CHIKOVANI            OLEG
                               CHIKOVANI            LYNDA
    REGION CODE    ADDRESS   : 16 PREMIERE POINT
        01         CITY      :    NEWPORT COAST AREA
                   STATE/ZIP : CA  92657
    MORTGAGE AMOUNT :   900,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    899,411.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     6,682.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   015
    LTV :                 40.44943
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,191,000.00
                               P & I AMT:     15,852.77
                               UPB AMT:   2,189,980.64

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           73
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030907299     MORTGAGORS: LAUBY                JAMES
                               LAUBY                CAROL
    REGION CODE    ADDRESS   : 42 OAK DRIVE
        01         CITY      :    BEDFORD
                   STATE/ZIP : NH  03110
    MORTGAGE AMOUNT :   301,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    300,770.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,078.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 70.16300
    ----------------------------------------------------------------
0   0030907570     MORTGAGORS: DAVIDSON             PHILIP
                               DAVIDSON             TRACEY
    REGION CODE    ADDRESS   : 15 MARSHALL STREET
        01         CITY      :    OLD GREENWICH
                   STATE/ZIP : CT  06870
    MORTGAGE AMOUNT :   288,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    288,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,088.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030907927     MORTGAGORS: PEPPLE               HARRINGTON
                               PEPPLE               SHEILA
    REGION CODE    ADDRESS   : 2908 N SOUTHERN HILLS DRIVE
        01         CITY      :    WADSWORTH
                   STATE/ZIP : IL  60083
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,834.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,953.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 73.42500
    ----------------------------------------------------------------
0   0030907976     MORTGAGORS: RENFREW              ROBERT
                               COLLIER              KATHERINE
    REGION CODE    ADDRESS   : 915 WILMINGTON WAY
        01         CITY      :    REDWOOD CITY
                   STATE/ZIP : CA  94062
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,811.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,840.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 71.23200
    ----------------------------------------------------------------
0   0030908222     MORTGAGORS: GRAEFF               MICHAEL
                               GRAEFF               BETH ANN
    REGION CODE    ADDRESS   : 410 TRIOMPHE COURT
        01         CITY      :    DANVILLE
                   STATE/ZIP : CA  94506
    MORTGAGE AMOUNT :   312,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    311,779.79  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,235.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 70.58800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,421,000.00
                               P & I AMT:     10,195.90
                               UPB AMT:   1,420,196.77

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           74
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030908230     MORTGAGORS: INDYK                ROBERT
                               INDYK                DIANE
    REGION CODE    ADDRESS   : 40 BOXWOOD DRIVE
        01         CITY      :    STAMFORD
                   STATE/ZIP : CT  06906
    MORTGAGE AMOUNT :   255,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,820.02  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,826.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.98700
    ----------------------------------------------------------------
0   0030908248     MORTGAGORS: MINDALA              JAMES
                               MINDALA              JOANNE
    REGION CODE    ADDRESS   : 9640 WEATHERVANE
        01         CITY      :    BAINBRIDGE
                   STATE/ZIP : OH  44023
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,482.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,486.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/17
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 35.71428
    ----------------------------------------------------------------
0   0030908453     MORTGAGORS: GRAU                 THOMAS
                               GRAU                 CARLA
    REGION CODE    ADDRESS   : 4513-15 FAIRWAY STREET
        01         CITY      :    HIGHLAND PARK
                   STATE/ZIP : TX  75219
    MORTGAGE AMOUNT :   375,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    374,748.38  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,751.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 78.94700
    ----------------------------------------------------------------
0   0030908933     MORTGAGORS: BARBOUR              ARTHUR
                               BARBOUR              CORINNE
    REGION CODE    ADDRESS   : 148 TYNEBOURNE PLACE
        01         CITY      :    ALMEDA
                   STATE/ZIP : CA  94502
    MORTGAGE AMOUNT :   321,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    321,373.01  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,303.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030909014     MORTGAGORS: LI                   YING
                               GUO                  YUENAN
    REGION CODE    ADDRESS   : 3300 ETOILE COURT
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95135
    MORTGAGE AMOUNT :   315,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    315,429.65  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,208.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.83300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,567,500.00
                               P & I AMT:     11,577.32
                               UPB AMT:   1,565,853.77

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           75
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030909097     MORTGAGORS: POLLIZI              DAVID
                               BALDZICKI            SHARON
    REGION CODE    ADDRESS   : 9830 CAMPTON RIDGE
        01         CITY      :    CHARDON
                   STATE/ZIP : OH  44024
    MORTGAGE AMOUNT :   219,917.00  OPTION TO CONVERT :
    UNPAID BALANCE :    219,753.78  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,537.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 68.72400
    ----------------------------------------------------------------
0   0030909139     MORTGAGORS: ALTER                DAVID
                               ALTER                LISA
    REGION CODE    ADDRESS   : 501 NEILSON
        01         CITY      :    BERKELEY
                   STATE/ZIP : CA  94707
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,631.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,862.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 78.78700
    ----------------------------------------------------------------
0   0030909162     MORTGAGORS: BLUNDELL             MARK
                               BLUNDELL             DEBORAH
    REGION CODE    ADDRESS   : 12142 EAST WETHERSFIELD DRIVE
        01         CITY      :    SCOTTSDALE
                   STATE/ZIP : AZ  85259
    MORTGAGE AMOUNT :   430,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    429,711.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,155.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.98500
    ----------------------------------------------------------------
0   0030909238     MORTGAGORS: DIXON                SEAN
                               DIXON                LEA
    REGION CODE    ADDRESS   : 11610 KILLIMORE
        01         CITY      :    NORTHRIDGE AREA
                   STATE/ZIP : CA  91326
    MORTGAGE AMOUNT :   232,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    232,585.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,667.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030909303     MORTGAGORS: KOPPES               LARRY
                               KOPPES               BETSY
    REGION CODE    ADDRESS   : 18831 ROCKING HORSE LANE
        01         CITY      :    HUNTINGTON BEACH
                   STATE/ZIP : CA  92648
    MORTGAGE AMOUNT :   575,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    569,625.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,119.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 69.69600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,717,667.00
                               P & I AMT:     12,342.39
                               UPB AMT:   1,711,307.93

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           76
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030909360     MORTGAGORS: MONGA                MANJU

    REGION CODE    ADDRESS   : 3931 SOUTHWESTERN STREET
        01         CITY      :    HOUSTON
                   STATE/ZIP : TX  77005
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,603.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,005.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030909428     MORTGAGORS: DOMARADZKI           JULIAN
                               DOMARADZKI           ANNA
    REGION CODE    ADDRESS   : 311 GENTRY STREET
        01         CITY      :    HERMOSA BEACH
                   STATE/ZIP : CA  90254
    MORTGAGE AMOUNT :   247,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    246,825.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,769.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 78.41200
    ----------------------------------------------------------------
0   0030909592     MORTGAGORS: BOBAY                JOHN
                               BOBAY                KAREN
    REGION CODE    ADDRESS   : 3114 HIGHRIDGE ROAD
        01         CITY      :    YORKTOWN HEIGHTS
                   STATE/ZIP : NY  10598
    MORTGAGE AMOUNT :   230,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    229,833.53  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,627.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 71.09000
    ----------------------------------------------------------------
0   0030909675     MORTGAGORS: PEAT                 JON
                               PEAT                 BONNIE
    REGION CODE    ADDRESS   : 9828 RAVARI
        01         CITY      :    CYPRESS
                   STATE/ZIP : CA  90630
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,807.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,030.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030909832     MORTGAGORS: STEPHENS             RONALD
                               STEPHENS             JUDITH
    REGION CODE    ADDRESS   : 113 ENGLEHART DRIVE
        01         CITY      :    FOLSOM
                   STATE/ZIP : CA  95630
    MORTGAGE AMOUNT :   292,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    291,644.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,245.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.50000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.50000  PRODUCT CODE      :   002
    LTV :                 88.48400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,329,000.00
                               P & I AMT:      9,678.86
                               UPB AMT:   1,327,714.92

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           77
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030909998     MORTGAGORS: SMITH                MARK
                               SMITH                RONA
    REGION CODE    ADDRESS   : 5860 UNIVERSITY COURT
        01         CITY      :    WARRENTON
                   STATE/ZIP : VA  20187
    MORTGAGE AMOUNT :   296,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,536.79  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,019.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030910434     MORTGAGORS: BELBEN               WILLIAM
                               BELBEN               MARY
    REGION CODE    ADDRESS   : 304 MAIN STREET
        01         CITY      :    WINCHESTER
                   STATE/ZIP : MA  01890
    MORTGAGE AMOUNT :   286,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    285,987.59  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,001.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030910442     MORTGAGORS: HOFFMAN              ERIC
                               HOFFMAN              CAROLYN
    REGION CODE    ADDRESS   : 75 CROY PATH
        01         CITY      :    HAMPSTEAD
                   STATE/ZIP : NH  03841
    MORTGAGE AMOUNT :   227,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    227,039.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,627.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030910509     MORTGAGORS: COLESTOCK            MICHAEL
                               COLESTOCK            HELEN
    REGION CODE    ADDRESS   : 15712 SUTTON STREET
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  91436
    MORTGAGE AMOUNT :   384,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    383,728.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,751.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030910962     MORTGAGORS: NOTO                 THOMAS
                               NOTO                 SYLVIA
    REGION CODE    ADDRESS   : 2258 OXFORD AVENUE
        01         CITY      :    ENCINITAS
                   STATE/ZIP : CA  92007
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,838.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,761.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 51.06300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,433,400.00
                               P & I AMT:     10,160.15
                               UPB AMT:   1,432,131.96

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           78
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030911002     MORTGAGORS: MCGUINNESS           MICHAEL
                               MCGUINNESS           GINA
    REGION CODE    ADDRESS   : 26612 HONEY CREEK RD
        01         CITY      :    RANCHO PALOS VERDES
                   STATE/ZIP : CA  90275
    MORTGAGE AMOUNT :   439,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    438,890.02  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,146.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030911226     MORTGAGORS: LEVINE               DARRYL

    REGION CODE    ADDRESS   : 50 BROOKS ROAD
        01         CITY      :    MOORESTOWN
                   STATE/ZIP : NJ  08057
    MORTGAGE AMOUNT :   255,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,828.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,871.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 70.44100
    ----------------------------------------------------------------
0   0030911242     MORTGAGORS: PALMER               GREGORY
                               PALMER               SARA
    REGION CODE    ADDRESS   : 26481 BROKEN BIT LANE
        01         CITY      :    LAGUNA HILLS
                   STATE/ZIP : CA  92653
    MORTGAGE AMOUNT :   600,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    599,554.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,195.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030911259     MORTGAGORS: COTTER               TIMOTHY
                               COTTER               SANDRA Y.
    REGION CODE    ADDRESS   : 265 SOUTH WILLOWCREEK LN.
        01         CITY      :    ANAHEIM
                   STATE/ZIP : CA  92808
    MORTGAGE AMOUNT :   304,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    303,558.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,151.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030911275     MORTGAGORS: CONNOLLY             CHRISTOPHER
                               CONNOLLY             KATHLEEN
    REGION CODE    ADDRESS   : 5 SAND STREET
        01         CITY      :    LAGUNA NIGUEL
                   STATE/ZIP : CA  92677
    MORTGAGE AMOUNT :   288,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,796.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,063.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,886,200.00
                               P & I AMT:     13,427.83
                               UPB AMT:   1,884,628.92

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           79
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030911283     MORTGAGORS: SWEZY                DAVID
                               SWEZY                SUSAN
    REGION CODE    ADDRESS   : 45 MEERNAA AVENUE
        01         CITY      :    FAIRFAX
                   STATE/ZIP : CA  94930
    MORTGAGE AMOUNT :   280,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,902.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,006.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 89.99100
    ----------------------------------------------------------------
0   0030911291     MORTGAGORS: NIGHSWONGER          WILLIAM
                               NIGHSWONGER          FRANCES
    REGION CODE    ADDRESS   : 24962 BEACHWALK WAY
        01         CITY      :    DANA POINT
                   STATE/ZIP : CA  92629
    MORTGAGE AMOUNT :   245,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,831.39  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,776.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.80400
    ----------------------------------------------------------------
0   0030911317     MORTGAGORS: BUCHANAN             SCOTT
                               BUCHANAN             KAREN
    REGION CODE    ADDRESS   : 5144 INDEPENDENCE DRIVE
        01         CITY      :    PLEASANTON
                   STATE/ZIP : CA  94566
    MORTGAGE AMOUNT :   380,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    379,745.02  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,788.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 72.38000
    ----------------------------------------------------------------
0   0030911358     MORTGAGORS: FEAZEL               RICHARD
                               ORR                  SUSAN
    REGION CODE    ADDRESS   : 9803 CLYDE CT
        01         CITY      :    VIENNA
                   STATE/ZIP : VA  22181
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,817.37  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,657.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030911374     MORTGAGORS: HEARNE               DANIEL
                               HEARNE               LINDA
    REGION CODE    ADDRESS   : 14 HENDRICKSON ROAD
        01         CITY      :    LAWRENCE
                   STATE/ZIP : NJ  08648
    MORTGAGE AMOUNT :   257,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    257,600.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,890.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,402,700.00
                               P & I AMT:     10,119.20
                               UPB AMT:   1,401,896.09

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           80
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030911630     MORTGAGORS: MEYER                WILLIAM
                               MEYER                CARIN
    REGION CODE    ADDRESS   : 31 FLINTLOCK LANE
        01         CITY      :    BELL CANYON
                   STATE/ZIP : CA  91307
    MORTGAGE AMOUNT :   616,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    615,542.84  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,307.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030911812     MORTGAGORS: UNDERSETH            MARK
                               UNDERSETH            LORNA
    REGION CODE    ADDRESS   : 3420 CAMINO ALGRE
        01         CITY      :    CARLSBAD
                   STATE/ZIP : CA  92009
    MORTGAGE AMOUNT :   302,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    302,586.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,169.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.97800
    ----------------------------------------------------------------
0   0030911929     MORTGAGORS: LUKE                 JAMES
                               LUKE                 DONNA
    REGION CODE    ADDRESS   : 1311 TULLO ROAD
        01         CITY      :    BRIDGEWATER
                   STATE/ZIP : NJ  08807
    MORTGAGE AMOUNT :   360,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    360,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,610.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030912018     MORTGAGORS: WILLIAMS             MICHAEL
                               WILLIAMS             JANETTE
    REGION CODE    ADDRESS   : 312 AND 312 1/2 NORTH WINNIPEG PLAC
        01         CITY      :    LONG BEACH
                   STATE/ZIP : CA  90814
    MORTGAGE AMOUNT :   265,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    264,817.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,921.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 94.98200
    ----------------------------------------------------------------
0   0030912042     MORTGAGORS: SURDU                STEPHEN
                               SURDU                KAREN
    REGION CODE    ADDRESS   : 8412 GOVERNOR BRADFORD LANE
        01         CITY      :    ELLICOTT CITY
                   STATE/ZIP : MD  21043
    MORTGAGE AMOUNT :   230,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    229,829.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,608.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 70.56800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,773,800.00
                               P & I AMT:     12,616.33
                               UPB AMT:   1,772,776.06

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           81
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030912059     MORTGAGORS: SULLIVAN             WILLIAM
                               SULLIVAN             MARY
    REGION CODE    ADDRESS   : 43316 HAGEN COURT
        01         CITY      :    SOUTH RIDING
                   STATE/ZIP : VA  20152
    MORTGAGE AMOUNT :   239,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,526.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,696.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.99300
    ----------------------------------------------------------------
0   0030912141     MORTGAGORS: MCDANIELS            JULIETTE
                               MCDANIELS            TODD
    REGION CODE    ADDRESS   : 15685 CRUISER COURT
        01         CITY      :    SAN LEANDRO
                   STATE/ZIP : CA  94580
    MORTGAGE AMOUNT :   244,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,444.03  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,837.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 79.98800
    ----------------------------------------------------------------
0   0030912232     MORTGAGORS: CULBERSON            CHARLES
                               CULBERSON            SHOKO
    REGION CODE    ADDRESS   : 53 TENNYSON DRIVE
        01         CITY      :    MILLBURN
                   STATE/ZIP : NJ  07078
    MORTGAGE AMOUNT :   344,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    344,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,405.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030912414     MORTGAGORS: LUNINE               MYRON
                               LUNINE               KATHERINE
    REGION CODE    ADDRESS   : 880 REGAL ROAD
        01         CITY      :    BERKELEY
                   STATE/ZIP : CA  94708
    MORTGAGE AMOUNT :   337,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    337,261.80  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,417.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0030912737     MORTGAGORS: O'DEA                DAVID
                               REARDON              STEFANI
    REGION CODE    ADDRESS   : 1523 GORDON COVE COURT
        01         CITY      :    ANNAPOLIS
                   STATE/ZIP : MD  21403
    MORTGAGE AMOUNT :   242,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,037.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,777.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 94.98000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,408,000.00
                               P & I AMT:     10,134.55
                               UPB AMT:   1,407,269.83

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           82
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030912885     MORTGAGORS: REED                 ROBERT
                               REED                 ELIZABETH
    REGION CODE    ADDRESS   : 6302 DORAL DRIVE
        01         CITY      :    HUNTINGTON BEACH
                   STATE/ZIP : CA  92648
    MORTGAGE AMOUNT :   451,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    449,322.24  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,153.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 77.75800
    ----------------------------------------------------------------
0   0030912992     MORTGAGORS: GINSBERG             STEVEN
                               GINSBERG             LISA
    REGION CODE    ADDRESS   : 5815 GREEN MEADOW DRIVE
        01         CITY      :    AGOURA HILLS
                   STATE/ZIP : CA  91301
    MORTGAGE AMOUNT :   328,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    327,569.41  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,435.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 79.41800
    ----------------------------------------------------------------
0   0030913453     MORTGAGORS: BELOFF               STEWART
                               BELOFF               ANNETTE
    REGION CODE    ADDRESS   : 9221 CAMBRIDGE MANOR COURT
        01         CITY      :    POTOMAC
                   STATE/ZIP : MD  20854
    MORTGAGE AMOUNT :   624,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    623,581.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,578.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030913495     MORTGAGORS: LONG                 EDWARD
                               THOMAS               FANNIE
    REGION CODE    ADDRESS   : 5597 ROWENA DRIVE
        01         CITY      :    CENTREVILLE
                   STATE/ZIP : VA  20120
    MORTGAGE AMOUNT :   196,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    196,664.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,426.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030913511     MORTGAGORS: CINTRON              RUBEN
                               CINTRON              CHRISTINE
    REGION CODE    ADDRESS   : 11003 BURYWOOD LANE
        01         CITY      :    RESTON
                   STATE/ZIP : VA  20194
    MORTGAGE AMOUNT :   271,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    270,998.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,896.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,871,000.00
                               P & I AMT:     13,490.76
                               UPB AMT:   1,868,136.25

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           83
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030913602     MORTGAGORS: FOSTER               LISA ANN
                               FOSTER               ROBERT
    REGION CODE    ADDRESS   : 28 DENNISON RIDGE
        01         CITY      :    WETHERSFIELD
                   STATE/ZIP : CT  06109
    MORTGAGE AMOUNT :   227,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    227,443.37  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,650.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030913859     MORTGAGORS: JACKSON              THOMAS

    REGION CODE    ADDRESS   : 48 GREEN ROAD
        01         CITY      :    AMHERST
                   STATE/ZIP : NH  03031
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    269,818.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,981.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0030914287     MORTGAGORS: AGERS                CARL
                               AGERS                SHERI
    REGION CODE    ADDRESS   : 1115 CASUAL WAY
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95120
    MORTGAGE AMOUNT :   327,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    327,729.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,406.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.99700
    ----------------------------------------------------------------
0   0030914394     MORTGAGORS: BOWYER               RICHARD
                               BOWYER               JANET
    REGION CODE    ADDRESS   : 751 SE 22ND AVENUE
        01         CITY      :    POMPANO BAECH
                   STATE/ZIP : FL  33062
    MORTGAGE AMOUNT :   296,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,906.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,198.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030914519     MORTGAGORS: SHEA                 DENNIS
                               SHEA                 ELLEN
    REGION CODE    ADDRESS   : 15 SERFILIPPI DRIVE
        01         CITY      :    RIDGEFIELD
                   STATE/ZIP : CT  06877
    MORTGAGE AMOUNT :   349,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,353.25  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,504.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,471,250.00
                               P & I AMT:     10,740.93
                               UPB AMT:   1,470,251.70

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           84
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030914816     MORTGAGORS: WATKINS              JAMES
                               WATKINS              SHIRLEY
    REGION CODE    ADDRESS   : 3452 BARRISTERS KEEPE
        01         CITY      :    FAIRFAX
                   STATE/ZIP : VA  22031
    MORTGAGE AMOUNT :   260,476.00  OPTION TO CONVERT :
    UNPAID BALANCE :    260,287.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,843.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030914840     MORTGAGORS: CAIN                 TERRY
                               HINES                KENNETH
    REGION CODE    ADDRESS   : 1465 SWANN STREET NW
        01         CITY      :    WASHINGTON
                   STATE/ZIP : DC  20009
    MORTGAGE AMOUNT :   280,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    280,066.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,080.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030914980     MORTGAGORS: SHULA                THOMAS
                               SHULA                BARBARA
    REGION CODE    ADDRESS   : 310 CONOR COURT
        01         CITY      :    FORESTVILLE
                   STATE/ZIP : CA  95436
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,632.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,078.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 73.68400
    ----------------------------------------------------------------
0   0030915219     MORTGAGORS: PLOSOSKY             MATTHEW
                               PLOSOSKY             BROOKE
    REGION CODE    ADDRESS   : 620 CASTLEWOOD LANE
        01         CITY      :    DEERFIELD
                   STATE/ZIP : IL  60015
    MORTGAGE AMOUNT :   286,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    286,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,075.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030915433     MORTGAGORS: CRISCUOLO            AMY

    REGION CODE    ADDRESS   : 847 ACORN ROAD
        01         CITY      :    ORANGE
                   STATE/ZIP : CT  06477
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,832.25  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,834.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 73.52941
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,356,926.00
                               P & I AMT:      9,913.05
                               UPB AMT:   1,356,018.84

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           85
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030915730     MORTGAGORS: ROMANO               ALBERT
                               ROMANO               LAURI
    REGION CODE    ADDRESS   : 5 SQUIRE COURT
        01         CITY      :    LIVINGSTON
                   STATE/ZIP : NJ  07039
    MORTGAGE AMOUNT :   218,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    218,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,564.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.70800
    ----------------------------------------------------------------
0   0030915748     MORTGAGORS: MCGUIRE              PATRICIA

    REGION CODE    ADDRESS   : 12 WILLOW STREET
        01         CITY      :    CHATHAM
                   STATE/ZIP : NJ  07928
    MORTGAGE AMOUNT :   237,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    237,600.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,743.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030915953     MORTGAGORS: COLEMAN              BRUCE
                               COLEMAN              KATHY
    REGION CODE    ADDRESS   : 1430 HARLAN DRIVE
        01         CITY      :    DANVILLE
                   STATE/ZIP : CA  94526
    MORTGAGE AMOUNT :   295,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    294,812.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,191.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030916241     MORTGAGORS: DEARING              STEVE
                               QUINTANAR            EMILY
    REGION CODE    ADDRESS   : 2359 PURDUE DRIVE
        01         CITY      :    COSTA MESA
                   STATE/ZIP : CA  92626
    MORTGAGE AMOUNT :   216,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    215,694.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,547.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030916266     MORTGAGORS: KETSIRI              ARSDAVUT

    REGION CODE    ADDRESS   : 212 38TH STREET
        01         CITY      :    MANHATTAN BEACH
                   STATE/ZIP : CA  90266
    MORTGAGE AMOUNT :   304,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    304,595.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,236.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,272,000.00
                               P & I AMT:      9,283.88
                               UPB AMT:   1,271,102.09

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           86
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030916274     MORTGAGORS: COWHERD              THOMAS

    REGION CODE    ADDRESS   : 15 VALLEY VIEW ROAD
        01         CITY      :    MORRIS TOWNSHIP
                   STATE/ZIP : NJ  07960
    MORTGAGE AMOUNT :   238,050.00  OPTION TO CONVERT :
    UNPAID BALANCE :    237,894.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,767.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030916423     MORTGAGORS: STEVENSON            DEBRA
                               STEVENSON            MICHAEL
    REGION CODE    ADDRESS   : 6224 EAST GOLDENROD LANE
        01         CITY      :    ORANGE
                   STATE/ZIP : CA  92867
    MORTGAGE AMOUNT :   301,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    300,787.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,156.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.95900
    ----------------------------------------------------------------
0   0030916431     MORTGAGORS: CHANG                DAVID
                               CHEY                 JEAN
    REGION CODE    ADDRESS   : 209 HAMILTON ROAD
        01         CITY      :    MERION
                   STATE/ZIP : PA  19066
    MORTGAGE AMOUNT :   231,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    231,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,636.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030916506     MORTGAGORS: SUM                  STEVEN
                               UNO-SUM              LINDA
    REGION CODE    ADDRESS   : 1425 S. STELLING ROAD
        01         CITY      :    CUPERTINO
                   STATE/ZIP : CA  95014
    MORTGAGE AMOUNT :   331,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    331,283.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,461.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 65.00000
    ----------------------------------------------------------------
0   0030916522     MORTGAGORS: PAPINEAU             MARC
                               KHANNA               SIMAR
    REGION CODE    ADDRESS   : 5789 GOLD CREEK DRIVE
        01         CITY      :    CASTRO VALLEY
                   STATE/ZIP : CA  94552
    MORTGAGE AMOUNT :   282,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    281,590.50  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,995.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 75.36470
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,383,750.00
                               P & I AMT:     10,017.71
                               UPB AMT:   1,382,755.48

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           87
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030916605     MORTGAGORS: LERMAN               BENJAMIN
                               HAHN                 JUDITH
    REGION CODE    ADDRESS   : 1828 HOPKINS STREET
        01         CITY      :    BERKELEY
                   STATE/ZIP : CA  94707
    MORTGAGE AMOUNT :   278,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    277,586.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,943.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 72.58480
    ----------------------------------------------------------------
0   0030916662     MORTGAGORS: BRACKETT             ROGER
                               BRACKETT             PENNIE
    REGION CODE    ADDRESS   : 11922 DISCOVERY CIRCLE
        01         CITY      :    INDIANAPOLIS
                   STATE/ZIP : IN  46236
    MORTGAGE AMOUNT :   218,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    218,349.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,584.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030916688     MORTGAGORS: LADENDORF            DOUGLAS
                               LADENDORF            VICTORIA
    REGION CODE    ADDRESS   : 19526 TAMARACK WAY
        01         CITY      :    HOUSTON
                   STATE/ZIP : TX  77094
    MORTGAGE AMOUNT :   310,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    310,181.79  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,279.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 94.98400
    ----------------------------------------------------------------
0   0030916951     MORTGAGORS: BROOKS               DONALD
                               BROOKS               SALLY
    REGION CODE    ADDRESS   : 8348 S. HOMESTEAD LANE
        01         CITY      :    TEMPE
                   STATE/ZIP : AZ  85284
    MORTGAGE AMOUNT :   388,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    377,835.79  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,807.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/26
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 77.70000
    ----------------------------------------------------------------
0   0030917009     MORTGAGORS: O'CONNOR             KEVIN

    REGION CODE    ADDRESS   : 535 W. HAVERFORD ROAD
        01         CITY      :    RAMONA
                   STATE/ZIP : CA  92065
    MORTGAGE AMOUNT :   319,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,047.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,288.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,515,100.00
                               P & I AMT:     10,904.03
                               UPB AMT:   1,503,000.82

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           88
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030917074     MORTGAGORS: WALENDY              GILBERT
                               KENNEDY              KRISTIN
    REGION CODE    ADDRESS   : 3321 LA SALLE TRAIL
        01         CITY      :    DUNELAND BCH
                   STATE/ZIP : IN  46360
    MORTGAGE AMOUNT :   224,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    223,960.70  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,703.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030917181     MORTGAGORS: AMORE                JAMES
                               AMORE                PAULA
    REGION CODE    ADDRESS   : 12 STEVEN AVENUE
        01         CITY      :    LONG BEACH
                   STATE/ZIP : NJ  08008
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,812.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 71.22500
    ----------------------------------------------------------------
0   0030917215     MORTGAGORS: NOCHLIN              KEITH
                               NOCHLIN              DEBORAH
    REGION CODE    ADDRESS   : 16379 EAST BERRY PLACE
        01         CITY      :    AURORA
                   STATE/ZIP : CO  80015
    MORTGAGE AMOUNT :   241,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    241,737.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,774.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 71.80100
    ----------------------------------------------------------------
0   0030917298     MORTGAGORS: CHAVEZ               TERESA

    REGION CODE    ADDRESS   : 6744 EAST 123RD AVENUE
        01         CITY      :    BRIGHTON
                   STATE/ZIP : CO  80601
    MORTGAGE AMOUNT :    65,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :     64,902.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :       471.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 52.00000
    ----------------------------------------------------------------
0   0030917488     MORTGAGORS: LAFAVER              GARY
                               LAFAVER              CHARISSE
    REGION CODE    ADDRESS   : 818 SOUTH CHARLES AVENUE
        01         CITY      :    NAPERVILLE
                   STATE/ZIP : IL  60540
    MORTGAGE AMOUNT :   232,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    232,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,663.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,013,200.00
                               P & I AMT:      7,425.79
                               UPB AMT:   1,012,801.02

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           89
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030917660     MORTGAGORS: BRUCE                BRADLEY
                               BRUCE                CATHERINE
    REGION CODE    ADDRESS   : 4439 OPAL COURT
        01         CITY      :    SARASOTA
                   STATE/ZIP : FL  34233
    MORTGAGE AMOUNT :   147,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    147,803.25  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,098.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 79.98900
    ----------------------------------------------------------------
0   0030917694     MORTGAGORS: WRONSKI              MICHAEL
                               WRONSKI              HEATHER
    REGION CODE    ADDRESS   : 10012 DUSTY WINDS AVENUE
        01         CITY      :    LAS VEGAS
                   STATE/ZIP : NV  89117
    MORTGAGE AMOUNT :   224,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    224,065.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,569.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 94.94500
    ----------------------------------------------------------------
0   0030917728     MORTGAGORS: BEGLEY               DAVID
                               BEGLEY               DONNA
    REGION CODE    ADDRESS   : 7656 CRESTVIEW DRIVE
        01         CITY      :    LONGMONT
                   STATE/ZIP : CO  80501
    MORTGAGE AMOUNT :   360,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    359,764.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,672.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030917751     MORTGAGORS: SHASKAN              FELIX

    REGION CODE    ADDRESS   : 8625 EAST DOUBLE EAGLE DRIVE
        01         CITY      :    CAREFREE
                   STATE/ZIP : AZ  85377
    MORTGAGE AMOUNT :   360,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    359,562.27  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,768.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.50000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.50000  PRODUCT CODE      :   002
    LTV :                 56.69200
    ----------------------------------------------------------------
0   0030917785     MORTGAGORS: HUGHES               DAVID
                               HUGHES               JANIS
    REGION CODE    ADDRESS   : 26411 SANTA ROSA AVE.
        01         CITY      :    LAGUNA HILLS
                   STATE/ZIP : CA  92653
    MORTGAGE AMOUNT :   233,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    233,439.23  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,693.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,325,900.00
                               P & I AMT:      9,802.05
                               UPB AMT:   1,324,635.14

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           90
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030917793     MORTGAGORS: WALLACE              SANDRA
                               FRANKEL              MICHAEL
    REGION CODE    ADDRESS   : 1330 EL VAGO STREET
        01         CITY      :    LA CANADA  FLINTRIDGE
                   STATE/ZIP : CA  91011
    MORTGAGE AMOUNT :   277,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    276,617.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,008.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 44.32000
    ----------------------------------------------------------------
0   0030917991     MORTGAGORS: GUNN                 CHARLIE
                               GUNN                 CAROLE
    REGION CODE    ADDRESS   : 5018 WHISPER WILLOW DRIVE
        01         CITY      :    FAIRFAX
                   STATE/ZIP : VA  22030
    MORTGAGE AMOUNT :   245,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    245,417.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,717.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030918106     MORTGAGORS: BERRY                CLAIRE
                               BERRY                CHARLOTTE
    REGION CODE    ADDRESS   : 12175 SAGE VIEW ROAD
        01         CITY      :    POWAY
                   STATE/ZIP : CA  92064
    MORTGAGE AMOUNT :   238,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    237,844.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,767.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 78.03200
    ----------------------------------------------------------------
0   0030918114     MORTGAGORS: LIMQUECO             JOHNSON
                               SZE                  KIN-FONG
    REGION CODE    ADDRESS   : 45415 POTAWATAMI DRIVE
        01         CITY      :    FREEMONT
                   STATE/ZIP : CA  94539
    MORTGAGE AMOUNT :   308,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    307,782.62  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,206.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030918130     MORTGAGORS: ITALIANO             JEFFREY

    REGION CODE    ADDRESS   : 5010 THE RIVIERA
        01         CITY      :    TAMPA
                   STATE/ZIP : FL  33609
    MORTGAGE AMOUNT :   257,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    257,427.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,890.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.97500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,326,200.00
                               P & I AMT:      9,589.60
                               UPB AMT:   1,325,089.28

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           91
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030918239     MORTGAGORS: RUNNING              MICHAEL
                               RUNNING              CHARISSE
    REGION CODE    ADDRESS   : 11915 ACACIA GLEN CT
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92128
    MORTGAGE AMOUNT :   227,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    227,199.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,574.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   05/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.99578
    ----------------------------------------------------------------
0   0030918361     MORTGAGORS: HAMPTON              BETH
                               SHULTZ               PAUL
    REGION CODE    ADDRESS   : 3425 GADDY COURT
        01         CITY      :    FALLS CHURCH
                   STATE/ZIP : VA  22042
    MORTGAGE AMOUNT :   224,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    224,053.34  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,664.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030918494     MORTGAGORS: TORRES               ROBERTO
                               TORRES               ANA
    REGION CODE    ADDRESS   : 133 CRESCENT CT
        01         CITY      :    BRISBANE
                   STATE/ZIP : CA  94005
    MORTGAGE AMOUNT :   229,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    228,818.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,643.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   06/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 89.99800
    ----------------------------------------------------------------
0   0030918601     MORTGAGORS: PARDEE               JOHN
                               PARDEE               VERA
    REGION CODE    ADDRESS   : 13496 WYNGATE PT
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92130
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,419.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,831.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 56.37500
    ----------------------------------------------------------------
0   0030919054     MORTGAGORS: DAVIS                GARY
                               DAVIS                DONNA
    REGION CODE    ADDRESS   : LOT 1 MERLIN DRIVE
        01         CITY      :    SANGER
                   STATE/ZIP : TX  76266
    MORTGAGE AMOUNT :   302,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    301,792.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,189.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,383,500.00
                               P & I AMT:      9,903.07
                               UPB AMT:   1,381,282.89

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           92
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030919369     MORTGAGORS: POMERANZ             HENRY

    REGION CODE    ADDRESS   : 3139 HANNAH'S POND LANE
        01         CITY      :    HERNDON
                   STATE/ZIP : VA  20171
    MORTGAGE AMOUNT :   220,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    220,544.24  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,581.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.99200
    ----------------------------------------------------------------
0   0030919518     MORTGAGORS: ELSNER               GREGORY
                               COELHO               GLORIA
    REGION CODE    ADDRESS   : 3375 FOREST AVENUE
        01         CITY      :    SANTA CLARA
                   STATE/ZIP : CA  95050
    MORTGAGE AMOUNT :   299,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,054.25  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,221.92  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030919591     MORTGAGORS: HURTY                CRAIG
                               HURTY                LESLIE
    REGION CODE    ADDRESS   : 3225 DAKOTA AVENUE
        01         CITY      :    COSTA MESA
                   STATE/ZIP : CA  92626
    MORTGAGE AMOUNT :   237,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    237,340.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,742.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030919625     MORTGAGORS: MOFFITT              PAUL
                               MOFFITT              KRISTEN
    REGION CODE    ADDRESS   : 1552 YORK PLACE
        01         CITY      :    BURLINGTON
                   STATE/ZIP : NC  27215
    MORTGAGE AMOUNT :   389,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    388,382.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,820.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 77.80000
    ----------------------------------------------------------------
0   0030920003     MORTGAGORS: THREDE               JILL
                               THREDE               JEFF
    REGION CODE    ADDRESS   : 3126 BOWLING GREEN DRIVE
        01         CITY      :    WALNUT CREEK
                   STATE/ZIP : CA  94598
    MORTGAGE AMOUNT :   296,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,791.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,120.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,442,450.00
                               P & I AMT:     10,486.83
                               UPB AMT:   1,441,113.04

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           93
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030920011     MORTGAGORS: HAMLIN               JAY

    REGION CODE    ADDRESS   : 9450 FUERTE DRIVE
        01         CITY      :    LA MESA
                   STATE/ZIP : CA  91941
    MORTGAGE AMOUNT :   231,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    231,540.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,679.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 89.98000
    ----------------------------------------------------------------
0   0030920151     MORTGAGORS: MUSCARA              LORRAINE

    REGION CODE    ADDRESS   : 263 SEQUAMS LANE CENTER
        01         CITY      :    WEST ISLIP
                   STATE/ZIP : NY  11795
    MORTGAGE AMOUNT :   329,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    329,189.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,474.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 89.88948
    ----------------------------------------------------------------
0   0030920250     MORTGAGORS: LE                   TRI
                               LE                   LIEN
    REGION CODE    ADDRESS   : 5284 CAMINITO EXQUISITO
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92130
    MORTGAGE AMOUNT :   265,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,289.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,836.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   06/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.99700
    ----------------------------------------------------------------
0   0030920417     MORTGAGORS: DRESHFIELD           WILLIAM
                               DRESHFIELD           EMILY
    REGION CODE    ADDRESS   : 35 SPRINGBROOK LANE
        01         CITY      :    NEWARK
                   STATE/ZIP : DE  19711
    MORTGAGE AMOUNT :   288,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,801.80  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,088.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030920441     MORTGAGORS: ROGERS               PHILLIP
                               ROGERS               ROMA
    REGION CODE    ADDRESS   : 810 LONGFORD DRIVE
        01         CITY      :    SOUTH LAKE
                   STATE/ZIP : TX  76092
    MORTGAGE AMOUNT :   296,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    296,096.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,148.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.99500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,411,300.00
                               P & I AMT:     10,227.77
                               UPB AMT:   1,409,917.63

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           94
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030920490     MORTGAGORS: HEMPHILL             STUART
                               HEMPHILL             KARYN
    REGION CODE    ADDRESS   : 1425 CASA GRANDE STREET
        01         CITY      :    PASEDENA
                   STATE/ZIP : CA  91104
    MORTGAGE AMOUNT :   256,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    256,462.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,906.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030920748     MORTGAGORS: ELLIOTT              LOWELL
                               ELLIOTT              JANICE
    REGION CODE    ADDRESS   : 510 BLOSSOM WAY
        01         CITY      :    SCOTTS VALLEY
                   STATE/ZIP : CA  95066
    MORTGAGE AMOUNT :   310,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    309,538.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,167.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 68.50800
    ----------------------------------------------------------------
0   0030920847     MORTGAGORS: HARRISON             JAMES
                               HARRISON             CATHERINE
    REGION CODE    ADDRESS   : 718 OAK POINT DRIVE
        01         CITY      :    AGOURA
                   STATE/ZIP : CA  91301
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,636.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,769.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 68.68100
    ----------------------------------------------------------------
0   0030920961     MORTGAGORS: FOOTE                BRADLEY
                               FOOTE                MICHELLE
    REGION CODE    ADDRESS   : 1090 HOLMES AVENUE
        01         CITY      :    CAMPBELL
                   STATE/ZIP : CA  95008
    MORTGAGE AMOUNT :   292,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    291,524.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,066.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030921001     MORTGAGORS: LESTON               PERRY
                               RADLER               FRANCINE
    REGION CODE    ADDRESS   : 2359 GREENWICH STREET
        01         CITY      :    FALLS CHURCH
                   STATE/ZIP : VA  22046
    MORTGAGE AMOUNT :   257,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    257,427.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,890.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 72.56000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,366,400.00
                               P & I AMT:      9,800.73
                               UPB AMT:   1,364,590.29

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           95
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030921027     MORTGAGORS: WATSON               CHARLISA
                               WATSON               JAMES
    REGION CODE    ADDRESS   : 7004 GLORIUS LIGHT PLACE
        01         CITY      :    COLUMBIA
                   STATE/ZIP : MD  21044
    MORTGAGE AMOUNT :   232,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    232,605.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,769.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030921134     MORTGAGORS: BOBENKO              MICHAEL
                               GROSS                DONNA
    REGION CODE    ADDRESS   : 1836 PALM DRIVE
        01         CITY      :    HERMOSA BEACH
                   STATE/ZIP : CA  90254
    MORTGAGE AMOUNT :   348,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    347,894.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,465.95  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030921175     MORTGAGORS: WICKERS              ROBERT
                               WICKERS              KAREN
    REGION CODE    ADDRESS   : 2236 CARMELITA DRIVE
        01         CITY      :    SAN CARLOS
                   STATE/ZIP : CA  94070
    MORTGAGE AMOUNT :   580,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    579,157.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,105.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030921415     MORTGAGORS: GALLOW, JR.          DOUGLAS
                               GALLOW               ELLEN
    REGION CODE    ADDRESS   : 3706 BLENHEIM ROAD
        01         CITY      :    PHOENIX
                   STATE/ZIP : MD  21131
    MORTGAGE AMOUNT :   262,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    262,314.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,880.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0030921621     MORTGAGORS: WILLIAMS             KENNETH

    REGION CODE    ADDRESS   : 1218 WOODED HILLS COURT
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95120
    MORTGAGE AMOUNT :   450,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    449,674.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,185.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 78.26000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,873,650.00
                               P & I AMT:     13,405.87
                               UPB AMT:   1,871,646.21

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           96
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030921670     MORTGAGORS: YOUNG                RODERICK
                               YOUNG                LESLI
    REGION CODE    ADDRESS   : 867 WEST HILLSDALE BLVD.
        01         CITY      :    SAN MATEO
                   STATE/ZIP : CA  94403
    MORTGAGE AMOUNT :   296,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    296,224.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,047.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 63.75200
    ----------------------------------------------------------------
0   0030921688     MORTGAGORS: MACAULAY             FRANK
                               MACAULAY             ELIZABETH
    REGION CODE    ADDRESS   : 1310 TRACY PLACE
        01         CITY      :    FALLS CHURCH
                   STATE/ZIP : VA  22046
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,822.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,805.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030921837     MORTGAGORS: SULLIVAN             JAMES
                               MCCLARAN             STEPHANA
    REGION CODE    ADDRESS   : 100 SOUTH STREET #101
        01         CITY      :    SAUSALITO
                   STATE/ZIP : CA  94965
    MORTGAGE AMOUNT :   244,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    243,832.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,769.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030921928     MORTGAGORS: FELDMAN              DAVID

    REGION CODE    ADDRESS   : 5000 ARAX COVE
        01         CITY      :    AUSTIN
                   STATE/ZIP : TX  78731
    MORTGAGE AMOUNT :   244,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,422.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,731.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.93400
    ----------------------------------------------------------------
0   0030922009     MORTGAGORS: KELLEY               LISA
                               KELLEY               EDWARD
    REGION CODE    ADDRESS   : 25 NOTTINGHAM RD
        01         CITY      :    WINDHAM
                   STATE/ZIP : NH  03087
    MORTGAGE AMOUNT :   255,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,573.99  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,854.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.98400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,292,800.00
                               P & I AMT:      9,207.67
                               UPB AMT:   1,291,875.60

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           97
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030922223     MORTGAGORS: MC CLENAHAN          MARK
                               MC CLENAHAN          LISA MARIE
    REGION CODE    ADDRESS   : 225 DEL ROSA WAY
        01         CITY      :    SAN MATEO
                   STATE/ZIP : CA  94403
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,821.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,885.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030922231     MORTGAGORS: KRASNER              RICHARD
                               HARTZ-KRASNER        CINDI
    REGION CODE    ADDRESS   : 105 BAYEAU ROAD
        01         CITY      :    NEW ROCHELLE
                   STATE/ZIP : NY  10804
    MORTGAGE AMOUNT :   560,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    560,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,109.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030922322     MORTGAGORS: GRAZIOPLENE          JAMES
                               GRAZIOPLENE          ANN MARIE
    REGION CODE    ADDRESS   : 5206 BEDLINGTON TERRACE
        01         CITY      :    ALEXANDRIA
                   STATE/ZIP : VA  22304
    MORTGAGE AMOUNT :   274,050.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,050.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,963.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 94.99100
    ----------------------------------------------------------------
0   0030922348     MORTGAGORS: PONZER               DAVID

    REGION CODE    ADDRESS   : 101 BRUGLER COURT
        01         CITY      :    FOLSOM
                   STATE/ZIP : CA  95630
    MORTGAGE AMOUNT :   239,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    238,843.85  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,672.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030922629     MORTGAGORS: MILLS                DANNY
                               MILLS                AMANDA
    REGION CODE    ADDRESS   : 122 FOX HALL COVE
        01         CITY      :    CASTLE HILLS
                   STATE/ZIP : TX  78213
    MORTGAGE AMOUNT :   416,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    416,455.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,985.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 68.88400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,750,000.00
                               P & I AMT:     12,615.77
                               UPB AMT:   1,749,170.77

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           98
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030922637     MORTGAGORS: BLOMQUIST            DONNA

    REGION CODE    ADDRESS   : 2191 TEAKWOOD COURT
        01         CITY      :    HOLLISTER
                   STATE/ZIP : CA  95023
    MORTGAGE AMOUNT :   163,350.00  OPTION TO CONVERT :
    UNPAID BALANCE :    163,234.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,170.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 60.96900
    ----------------------------------------------------------------
0   0030923189     MORTGAGORS: SEAGRAVES            ERNEST
                               SEAGRAVES            WENDY
    REGION CODE    ADDRESS   : 956 WINDSOR HILLS CIRCLE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95123
    MORTGAGE AMOUNT :   261,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    261,719.76  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,898.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.99700
    ----------------------------------------------------------------
0   0030923387     MORTGAGORS: NEWMAN               FRED
                               NEWMAN               PATRICIA
    REGION CODE    ADDRESS   : 1580 LAURA LANE
        01         CITY      :    DYERSBURG
                   STATE/ZIP : TN  38024
    MORTGAGE AMOUNT :   267,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,961.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,081.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.62500  MATURITY DATE     :   05/01/27
    CURRENT INT RATE:      8.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030923429     MORTGAGORS: FOX                  JAMES
                               O'NEILL              LUCIA
    REGION CODE    ADDRESS   : 5031 OXFORD ROAD
        01         CITY      :    LONGMONT
                   STATE/ZIP : CO  80503
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,834.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,953.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030923445     MORTGAGORS: ARRIOLA              SAM
                               KVIDAHL              RENE
    REGION CODE    ADDRESS   : 539 CRAGMONT AVENUE
        01         CITY      :    BERKELEY
                   STATE/ZIP : CA  94701
    MORTGAGE AMOUNT :   236,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    235,837.58  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,711.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,188,850.00
                               P & I AMT:      8,815.05
                               UPB AMT:   1,187,587.44

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:           99
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030923478     MORTGAGORS: TUMULTY              MICHAEL
                               TUMULTY              MARY
    REGION CODE    ADDRESS   : 452 BUCHANAN BLVD.
        01         CITY      :    MIDDLETOWN
                   STATE/ZIP : NJ  07748
    MORTGAGE AMOUNT :   276,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,814.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,025.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030923627     MORTGAGORS: LECLERCQ             ROBERT
                               LECLERCQ             DORIS
    REGION CODE    ADDRESS   : 78900 RANCHO LA QUINTA DRIVE
        01         CITY      :    LA QUINTA
                   STATE/ZIP : CA  92253
    MORTGAGE AMOUNT :   334,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    334,369.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,426.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.97800
    ----------------------------------------------------------------
0   0030923692     MORTGAGORS: CERRUTO              RICHARD
                               CERRUTO              HITOMI
    REGION CODE    ADDRESS   : 10519 INDIGO BROOM LOOP
        01         CITY      :    AUSTIN
                   STATE/ZIP : TX  78733
    MORTGAGE AMOUNT :   260,066.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,882.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,863.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.94823
    ----------------------------------------------------------------
0   0030923726     MORTGAGORS: HART                 TIMOTHY
                               HART                 GERALDINE
    REGION CODE    ADDRESS   : 5124 M STREET
        01         CITY      :    SACRAMENTO
                   STATE/ZIP : CA  95819
    MORTGAGE AMOUNT :   234,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    234,483.85  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,722.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 67.27700
    ----------------------------------------------------------------
0   0030923783     MORTGAGORS: GUGGENHEIMER         RONALD

    REGION CODE    ADDRESS   : 4 NORTH RAVINE ROAD
        01         CITY      :    GREAT NECK
                   STATE/ZIP : NY  11023
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,731.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,935.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,505,466.00
                               P & I AMT:     10,972.37
                               UPB AMT:   1,504,282.43

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          100
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030923791     MORTGAGORS: HOGAN                DONALD
                               HOGAN                PAMELA
    REGION CODE    ADDRESS   : 4217 161ST AVENUE SOUTHEAST
        01         CITY      :    BELLEVUE
                   STATE/ZIP : WA  98006
    MORTGAGE AMOUNT :   274,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,374.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,062.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030923924     MORTGAGORS: RUBIN                ALAN
                               RUBIN                TERRI
    REGION CODE    ADDRESS   : 9633 RED PONY LANE
        01         CITY      :    EL CAJON
                   STATE/ZIP : CA  92021
    MORTGAGE AMOUNT :   278,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    277,803.79  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,991.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 73.54400
    ----------------------------------------------------------------
0   0030924005     MORTGAGORS: WHITNEY              BOB
                               WHITNEY              KRISTINE
    REGION CODE    ADDRESS   : 19321 SURFWARE DRIVE
        01         CITY      :    HUNTINGTON BEACH
                   STATE/ZIP : CA  92648
    MORTGAGE AMOUNT :   287,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,601.94  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,086.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030924047     MORTGAGORS: HALL                 GARNETT

    REGION CODE    ADDRESS   : 7420 BROOKWOOD AVENUE
        01         CITY      :    LAS VEGAS
                   STATE/ZIP : NV  89131
    MORTGAGE AMOUNT :   217,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    217,650.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,579.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 94.98400
    ----------------------------------------------------------------
0   0030924153     MORTGAGORS: WALLACE              DAVID
                               WALLACE              VALERIE
    REGION CODE    ADDRESS   : 9805 EMMONS CIRCLE
        01         CITY      :    FOUNTAIN VALLEY
                   STATE/ZIP : CA  92708
    MORTGAGE AMOUNT :   265,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    264,803.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,852.92  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 77.94100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,323,150.00
                               P & I AMT:      9,573.10
                               UPB AMT:   1,322,234.10

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          101
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030924435     MORTGAGORS: WILSON               RICK

    REGION CODE    ADDRESS   : 732 SEVILLE ROAD
        01         CITY      :    DENTON
                   STATE/ZIP : TX  76205
    MORTGAGE AMOUNT :   420,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    420,145.32  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,232.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030924534     MORTGAGORS: MCNALLY              BOB
                               MCNALLY              BARBARA
    REGION CODE    ADDRESS   : 12 LOCH PLACE
        01         CITY      :    DEL REY OAKS
                   STATE/ZIP : CA  93940
    MORTGAGE AMOUNT :   237,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    236,840.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,739.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 77.70400
    ----------------------------------------------------------------
0   0030924583     MORTGAGORS: MC LEMORE-SOSA       ALICIA
                               MC LEMORE            BRIAN
    REGION CODE    ADDRESS   : 6049 SLOPEVIEW COURT
        01         CITY      :    CASTRO VALLEY
                   STATE/ZIP : CA  94552
    MORTGAGE AMOUNT :   272,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,605.01  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,925.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030924666     MORTGAGORS: MADDEN               CHRISTOPHER
                               MADDEN               ROBIN
    REGION CODE    ADDRESS   : 3902 YOLO DR.
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95119
    MORTGAGE AMOUNT :   228,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    227,843.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,653.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030924682     MORTGAGORS: LEUNG                EDWIN
                               WILSON               PATRICIA
    REGION CODE    ADDRESS   : 1132 FRESNO AVENUE
        01         CITY      :    BERKELEY
                   STATE/ZIP : CA  94707
    MORTGAGE AMOUNT :   271,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    270,806.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,919.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,428,600.00
                               P & I AMT:     10,469.43
                               UPB AMT:   1,427,240.57

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          102
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030924690     MORTGAGORS: MCDONALD             MARY
                               MCDONALD             RHYS
    REGION CODE    ADDRESS   : 1110 OXFORD STREET
        01         CITY      :    BERKELEY
                   STATE/ZIP : CA  94707
    MORTGAGE AMOUNT :   292,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    291,575.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,066.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030924740     MORTGAGORS: TERLECKI             RANDOLPH
                               TERLECKI             LINDA
    REGION CODE    ADDRESS   : 4010 WILDWOOD WAY
        01         CITY      :    ELLICOTT CITY
                   STATE/ZIP : MD  21042
    MORTGAGE AMOUNT :   260,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    260,592.03  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,004.95  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.50000  PRODUCT CODE      :   002
    LTV :                 94.99000
    ----------------------------------------------------------------
0   0030924872     MORTGAGORS: GONZALEZ             ARMANDO
                               LIEN                 JENNIFER
    REGION CODE    ADDRESS   : 397 CASTLEMAINE COURT
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95136
    MORTGAGE AMOUNT :   256,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    256,332.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,904.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030925010     MORTGAGORS: CLAYTON              RANDY
                               CLAYTON              MELISSA
    REGION CODE    ADDRESS   : 6293 IVERSON TERRACE SOUTH
        01         CITY      :    FREDERICK
                   STATE/ZIP : MD  21701
    MORTGAGE AMOUNT :   245,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    245,363.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,695.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 94.99400
    ----------------------------------------------------------------
0   0030925036     MORTGAGORS: LEV                  JANE
                               HILLMAN              STEFANO
    REGION CODE    ADDRESS   : 35-35 A MIRABEL AVENUE
        01         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94110
    MORTGAGE AMOUNT :   309,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    308,802.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,321.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 69.43800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,363,800.00
                               P & I AMT:      9,993.59
                               UPB AMT:   1,362,666.33

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          103
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030925069     MORTGAGORS: NAVRIDES             ROBERT
                               WILLSIE              TRACEY
    REGION CODE    ADDRESS   : 1406 WEST VALLEYHEART DRIVE
        01         CITY      :    BURBANK
                   STATE/ZIP : CA  91506
    MORTGAGE AMOUNT :   335,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    334,969.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,430.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030925093     MORTGAGORS: JACOBS               FRED
                               JACOBS               PATRICIA
    REGION CODE    ADDRESS   : 1691 KIMBERLY WOODS DRIVE
        01         CITY      :    EL CAJON
                   STATE/ZIP : CA  92020
    MORTGAGE AMOUNT :   258,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,422.03  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,875.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 71.83300
    ----------------------------------------------------------------
0   0030925119     MORTGAGORS: COLLINI              MICHAEL
                               COLLINI              WENDY
    REGION CODE    ADDRESS   : 1423 HARBOURTOWN CIRCLE
        01         CITY      :    MANSFIELD
                   STATE/ZIP : TX  76063
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,807.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,030.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030925218     MORTGAGORS: O'BRIEN              MATTHEW
                               O'BRIEN              CYNTHIA
    REGION CODE    ADDRESS   : 1396 BAY DRIVE
        01         CITY      :    MIAMI
                   STATE/ZIP : FL  33141
    MORTGAGE AMOUNT :   239,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,043.52  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,776.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030925234     MORTGAGORS: CAMPBELL             KENNETH
                               CAMPBELL             EVELYN
    REGION CODE    ADDRESS   : 1968 NW 130TH AVENUE
        01         CITY      :    PEMBROKE PINES
                   STATE/ZIP : FL  33028
    MORTGAGE AMOUNT :   222,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    222,143.10  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,592.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 89.99400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,335,300.00
                               P & I AMT:      9,704.31
                               UPB AMT:   1,334,385.27

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          104
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030925358     MORTGAGORS: BRENNAN              TERRANCE
                               BRENNAN              PATRICIA
    REGION CODE    ADDRESS   : 40 MONTELEGRO
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92614
    MORTGAGE AMOUNT :   230,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    229,845.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,687.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 70.33600
    ----------------------------------------------------------------
0   0030925366     MORTGAGORS: WEISS                TODD
                               WEISS                LINDA
    REGION CODE    ADDRESS   : 825 ELDEN STREET
        01         CITY      :    HERNDON
                   STATE/ZIP : VA  20170
    MORTGAGE AMOUNT :   270,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    270,413.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,962.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 77.31400
    ----------------------------------------------------------------
0   0030925457     MORTGAGORS: YELLEN               PHILIP
                               YELLEN               KATHERINE
    REGION CODE    ADDRESS   : 15 DEVONSHIRE LANE
        01         CITY      :    MENDHAM TOWNSHIP
                   STATE/ZIP : NJ  07926
    MORTGAGE AMOUNT :   387,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    387,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,641.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030925556     MORTGAGORS: DOGGETT              JAMES
                               DOGGETT              MICHELLE
    REGION CODE    ADDRESS   : 91 MARCIA COURT
        01         CITY      :    LIVERMORE
                   STATE/ZIP : CA  94550
    MORTGAGE AMOUNT :   247,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    246,846.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,877.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 85.17200
    ----------------------------------------------------------------
0   0030925572     MORTGAGORS: PLOUSSARD            JEFFREY
                               PLOUSSARD            SUSAN
    REGION CODE    ADDRESS   : 25303 PRADO DEL LAS ESTRELLAS
        01         CITY      :    CALABASAS
                   STATE/ZIP : CA  91302
    MORTGAGE AMOUNT :   563,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    563,060.40  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,942.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.99700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,698,700.00
                               P & I AMT:     12,111.34
                               UPB AMT:   1,697,366.31

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          105
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030925622     MORTGAGORS: ELLIS                J.
                               MCGUIRE              MARILYN
    REGION CODE    ADDRESS   : 888 LINCOLN COURT
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95125
    MORTGAGE AMOUNT :   261,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    261,079.10  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,939.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030925663     MORTGAGORS: MOLINA               MIGUEL
                               MOLINA               PATRICA
    REGION CODE    ADDRESS   : 315 WILLIAM DAVID PARKWAY WEST
        01         CITY      :    METAIRIE
                   STATE/ZIP : LA  70005
    MORTGAGE AMOUNT :   390,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    390,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,827.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 88.63600
    ----------------------------------------------------------------
0   0030925747     MORTGAGORS: PFLEIDERER           SCOTT
                               PFLEIDERER           PENELOPE
    REGION CODE    ADDRESS   : 16 DENIA
        01         CITY      :    LAGUNA NIGUEL
                   STATE/ZIP : CA  92677
    MORTGAGE AMOUNT :   375,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    374,748.38  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,751.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 65.21700
    ----------------------------------------------------------------
0   0030925879     MORTGAGORS: LOGAN                CAROLYN

    REGION CODE    ADDRESS   : 37 LAKEVIEW TERRACE
        01         CITY      :    MONTVILLE TOWNSHIP
                   STATE/ZIP : NJ  07045
    MORTGAGE AMOUNT :   273,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    273,600.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,889.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030925952     MORTGAGORS: POLICH               THOMAS
                               POLICH               JODI
    REGION CODE    ADDRESS   : 7771 SOUTH FORESTHILL COURT
        01         CITY      :    LITTLETON
                   STATE/ZIP : CO  80120
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,835.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,871.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,551,850.00
                               P & I AMT:     11,279.96
                               UPB AMT:   1,551,262.64

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          106
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030925960     MORTGAGORS: IP                   CHUN
                               IP                   BETTY
    REGION CODE    ADDRESS   : 5956 WEST 75TH STREET
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90045
    MORTGAGE AMOUNT :   308,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    307,777.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,180.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------
0   0030926059     MORTGAGORS: TOMLINSON            KARL
                               TOMLINSON            SHIRLEE
    REGION CODE    ADDRESS   : 261 HILLVIEW DR
        01         CITY      :    MILPITAS
                   STATE/ZIP : CA  95035
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,542.05  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,072.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030926257     MORTGAGORS: JIANG                HORNG
                               KAO                  YICHANG
    REGION CODE    ADDRESS   : 937 STANTON DRIVE
        01         CITY      :    NAPERVILLE
                   STATE/ZIP : IL  60540
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,827.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,812.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 77.16000
    ----------------------------------------------------------------
0   0030926299     MORTGAGORS: MELENDEZ             CARLOS

    REGION CODE    ADDRESS   : 5320 NORTHMOOR DRIVE
        01         CITY      :    DALLAS
                   STATE/ZIP : TX  75229
    MORTGAGE AMOUNT :   169,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    169,486.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,244.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030926471     MORTGAGORS: WALLICK              DANIEL
                               MOGCK                JENNIFER
    REGION CODE    ADDRESS   : 138 LITTLE LANE
        01         CITY      :    HAVERFORD
                   STATE/ZIP : PA  19041
    MORTGAGE AMOUNT :   296,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,791.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,120.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 66.51600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,323,600.00
                               P & I AMT:      9,429.75
                               UPB AMT:   1,322,424.37

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          107
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030926489     MORTGAGORS: ECKER                ROBERT
                               ECKER                JUDITH
    REGION CODE    ADDRESS   : 168 BEAUMONT RD
        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     :     1,791.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 70.02800
    ----------------------------------------------------------------
0   0030926505     MORTGAGORS: PATENAUDE            JOEL
                               HOFFSTEIN            JUDY
    REGION CODE    ADDRESS   : 131 HELLER WAY
        01         CITY      :    MONTCLAIR
                   STATE/ZIP : NJ  07043
    MORTGAGE AMOUNT :   360,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    359,758.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,641.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030926554     MORTGAGORS: SHAFER               THOMAS
                               SHAFER               NANCY
    REGION CODE    ADDRESS   : 2874 THORNBROOK ROAD
        01         CITY      :    ELLICOTT CITY
                   STATE/ZIP : MD  21042
    MORTGAGE AMOUNT :   246,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    245,821.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,741.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 84.82700
    ----------------------------------------------------------------
0   0030926893     MORTGAGORS: BRODIE               TINA
                               BRODIE               DENNIS
    REGION CODE    ADDRESS   : 2891 OPAL COURT
        01         CITY      :    SIMI VALLEY
                   STATE/ZIP : CA  93063
    MORTGAGE AMOUNT :   253,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    253,516.38  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,795.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.99300
    ----------------------------------------------------------------
0   0030926943     MORTGAGORS: FRIEDMAN             BRUCE
                               FRIEDMAN             CAROLYN
    REGION CODE    ADDRESS   : 18 ARGUELLO CIRCLE
        01         CITY      :    SAN RAFAEL
                   STATE/ZIP : CA  94910
    MORTGAGE AMOUNT :   375,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    374,714.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,590.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 74.25700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,484,700.00
                               P & I AMT:     10,559.46
                               UPB AMT:   1,483,811.44

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          108
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030926984     MORTGAGORS: WARRIOR              JOGESH
                               WARRIOR              MENAKA
    REGION CODE    ADDRESS   : 805 RUNNINGWOOD CIRCLE
        01         CITY      :    MOUNTAIN VIEW
                   STATE/ZIP : CA  94040
    MORTGAGE AMOUNT :   468,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    468,452.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,277.92  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030927008     MORTGAGORS: MYSZKA               MARTIN
                               MYSZKA               DOROTHY
    REGION CODE    ADDRESS   : 302 ASHLEY AVENUE
        01         CITY      :    BRIELLE
                   STATE/ZIP : NJ  08730
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    280,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,030.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030927172     MORTGAGORS: FLYNT                ROGER

    REGION CODE    ADDRESS   : 335 HIGHLANDS TRACE
        01         CITY      :    ROSWELL
                   STATE/ZIP : GA  30075
    MORTGAGE AMOUNT :   228,150.00  OPTION TO CONVERT :
    UNPAID BALANCE :    227,984.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,614.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030927214     MORTGAGORS: COLLINS              LARRY
                               COLLINS              NANCY
    REGION CODE    ADDRESS   : 1414 SEA RIDGE DRIVE
        01         CITY      :    NEWPORT BEACH
                   STATE/ZIP : CA  92660
    MORTGAGE AMOUNT :   242,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,333.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,758.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 50.00000
    ----------------------------------------------------------------
0   0030927305     MORTGAGORS: DEWEY                MARK
                               DEWEY                DEBBIE
    REGION CODE    ADDRESS   : 409 DRIFTWOOD AVENUE
        01         CITY      :    MELBOURNE BEACH
                   STATE/ZIP : FL  32951
    MORTGAGE AMOUNT :   220,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    219,848.59  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,595.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,439,450.00
                               P & I AMT:     10,276.41
                               UPB AMT:   1,438,618.64

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          109
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030927370     MORTGAGORS: STRICKLER            STEVEN
                               STRICKLER            JANET
    REGION CODE    ADDRESS   : 7891 LEMONWOOD CIRCLE
        01         CITY      :    LA PALMA
                   STATE/ZIP : CA  90623
    MORTGAGE AMOUNT :   240,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    240,775.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,705.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 84.99100
    ----------------------------------------------------------------
0   0030927529     MORTGAGORS: GROSSMAN             NEAL
                               GROSSMAN             PATRICIA
    REGION CODE    ADDRESS   : 1420 SOUTH OLDBURY PLACE
        01         CITY      :    WESTLAKE VILLAGE
                   STATE/ZIP : CA  91361
    MORTGAGE AMOUNT :   304,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    303,785.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,177.90  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030927552     MORTGAGORS: HUTTAS               HAROLD

    REGION CODE    ADDRESS   : 3541 BERRY DRIVE
        01         CITY      :    STUDIO CITY
                   STATE/ZIP : CA  91604
    MORTGAGE AMOUNT :   444,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    444,170.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,108.01  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------
0   0030927560     MORTGAGORS: KANE                 JOHN
                               KANE                 MARSHA
    REGION CODE    ADDRESS   : 3397 FAIRVIEW LANE
        01         CITY      :    VISTA
                   STATE/ZIP : CA  92084
    MORTGAGE AMOUNT :   321,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    321,489.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,388.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 85.78600
    ----------------------------------------------------------------
0   0030927859     MORTGAGORS: KIEFER               JOHN
                               KIEFER               BARBARA
    REGION CODE    ADDRESS   : 2015 CLAVEY ROAD
        01         CITY      :    HIGHLAND PARK
                   STATE/ZIP : IL  60035
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,791.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 41.73600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,561,150.00
                               P & I AMT:     11,170.99
                               UPB AMT:   1,560,220.72

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          110
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030928048     MORTGAGORS: KAMINSKI             EDWARD
                               KAMINSKI             JUANITA
    REGION CODE    ADDRESS   : 2239 ESTATE GATE
        01         CITY      :    SAN ANTONIO
                   STATE/ZIP : TX  78260
    MORTGAGE AMOUNT :   257,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    257,222.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,866.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030928105     MORTGAGORS: MARSHALL             DOUGLAS
                               MARSHALL             NANCY
    REGION CODE    ADDRESS   : 40212 HACIENDA COURT
        01         CITY      :    FREMONT
                   STATE/ZIP : CA  94539
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,793.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,175.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 72.63900
    ----------------------------------------------------------------
0   0030928535     MORTGAGORS: STEGNER              TERRY
                               KIESS                SALLY
    REGION CODE    ADDRESS   : 5105 W. LONGFELLOW AVE.
        01         CITY      :    TAMPA
                   STATE/ZIP : FL  33629
    MORTGAGE AMOUNT :   258,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    257,822.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,870.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 78.18181
    ----------------------------------------------------------------
0   0030928543     MORTGAGORS: MA                   ANTHONY
                               MA                   PATRICIA
    REGION CODE    ADDRESS   : 5869 GOLD CREEK DRIVE
        01         CITY      :    CASTRO VALLEY
                   STATE/ZIP : CA  94552
    MORTGAGE AMOUNT :   310,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    310,680.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,227.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.97900
    ----------------------------------------------------------------
0   0030928550     MORTGAGORS: CHOO                 SIN
                               CHOO                 MICHELLE
    REGION CODE    ADDRESS   : 7 HOLYOKE STREET UNIT 2
        01         CITY      :    BOSTON
                   STATE/ZIP : MA  02116
    MORTGAGE AMOUNT :   224,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    224,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,643.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,350,300.00
                               P & I AMT:      9,783.19
                               UPB AMT:   1,349,519.41

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          111
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030928808     MORTGAGORS: IRVING               CHARLES
                               IRVING               JANET
    REGION CODE    ADDRESS   : 5887 RYANS BLUFF ROAD
        01         CITY      :    CHARLESTON
                   STATE/ZIP : SC  29418
    MORTGAGE AMOUNT :   228,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    228,788.41  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,640.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030928931     MORTGAGORS: FLAVIN               STUART
                               PELTON               DAWN
    REGION CODE    ADDRESS   : 35 DOLPHIN ROAD
        01         CITY      :    NEWTON
                   STATE/ZIP : MA  02159
    MORTGAGE AMOUNT :   405,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    405,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,936.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030929079     MORTGAGORS: HAGGERTY             SHERMAN
                               HAGGERTY             RITA
    REGION CODE    ADDRESS   : 287 MUSE DRIVE
        01         CITY      :    ELDORADO HILLS
                   STATE/ZIP : CA  95762
    MORTGAGE AMOUNT :   393,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    393,465.01  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,786.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0030929285     MORTGAGORS: SMITH                JILL

    REGION CODE    ADDRESS   : 1912 S CREST DRIVE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90034
    MORTGAGE AMOUNT :   452,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    451,680.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,238.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030929293     MORTGAGORS: DULGEROFF            DOUGLAS
                               DULGEROFF            ANNE
    REGION CODE    ADDRESS   : 24549 STAGG STREET
        01         CITY      :    WEST HILLS
                   STATE/ZIP : CA  91304
    MORTGAGE AMOUNT :   340,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    339,747.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,377.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,819,700.00
                               P & I AMT:     12,979.23
                               UPB AMT:   1,818,682.07

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          112
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030929384     MORTGAGORS: PAGE                 WILLIAM
                               PAGE                 DOROTHY
    REGION CODE    ADDRESS   : 4057 TRITT HOMESTEAD DRIVE
        01         CITY      :    MARIETTA
                   STATE/ZIP : GA  30062
    MORTGAGE AMOUNT :   182,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    182,474.91  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,486.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/17
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.16800
    ----------------------------------------------------------------
0   0030929400     MORTGAGORS: KIM                  KRISTOPHER
                               KIM                  SUNHEE
    REGION CODE    ADDRESS   : 8 CONCETTA CIRCLE
        01         CITY      :    ACTON
                   STATE/ZIP : MA  01720
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    240,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,657.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 65.93400
    ----------------------------------------------------------------
0   0030929582     MORTGAGORS: WISE                 TERRY
                               WISE                 MARY
    REGION CODE    ADDRESS   : 925 LA TIERRA COURT
        01         CITY      :    VIRGINIA BEACH
                   STATE/ZIP : VA  23456
    MORTGAGE AMOUNT :   277,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    277,009.24  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,009.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030929871     MORTGAGORS: DRAKE                WILLIAM
                               DRAKE                MARIANNE
    REGION CODE    ADDRESS   : 4207 PARK ALISAL
        01         CITY      :    CALABASAS
                   STATE/ZIP : CA  91302
    MORTGAGE AMOUNT :   403,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    402,900.76  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,819.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030929921     MORTGAGORS: HANSBURY             ROBERT
                               HANSBURY             TERESA
    REGION CODE    ADDRESS   : 3636 MONTROSE PLACE
        01         CITY      :    LIVERMORE
                   STATE/ZIP : CA  94550
    MORTGAGE AMOUNT :   368,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    368,040.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,638.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 89.99400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,471,500.00
                               P & I AMT:     10,611.94
                               UPB AMT:   1,470,424.97

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          113
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030929988     MORTGAGORS: MAREIN-EFRON         DEANNE

    REGION CODE    ADDRESS   : 7362 HEATHERHILL COURT
        01         CITY      :    BETHESDA
                   STATE/ZIP : MD  20817
    MORTGAGE AMOUNT :   574,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    573,624.53  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,261.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------
0   0030930309     MORTGAGORS: PEACHER              MARTIN
                               PEACHER              LYNN
    REGION CODE    ADDRESS   : 43242 MENEMSHA LANE
        01         CITY      :    SOUTH RIDING
                   STATE/ZIP : VA  20152
    MORTGAGE AMOUNT :   237,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    237,727.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,683.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.99300
    ----------------------------------------------------------------
0   0030930341     MORTGAGORS: TOWNSEND             SCOTT
                               TOWNSEND             JOAN
    REGION CODE    ADDRESS   : 20245 SKYLINE BOULEVARD
        01         CITY      :    WOODSIDE
                   STATE/ZIP : CA  94062
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,777.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,097.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 45.80100
    ----------------------------------------------------------------
0   0030930507     MORTGAGORS: BALDWIN              JOHN
                               BALDWIN              AUDREY
    REGION CODE    ADDRESS   : 3060 MAYBERRY AVENUE
        01         CITY      :    HUNTINGTOWN
                   STATE/ZIP : MD  20639
    MORTGAGE AMOUNT :   284,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,758.80  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,090.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 94.99100
    ----------------------------------------------------------------
0   0030930549     MORTGAGORS: MINUSKIN             ALAN
                               RIEDER               CAROLYN
    REGION CODE    ADDRESS   : 121 HUNNEWELL AVENUE
        01         CITY      :    NEWTON
                   STATE/ZIP : MA  02158
    MORTGAGE AMOUNT :   499,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    499,464.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,667.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 77.48800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,896,650.00
                               P & I AMT:     13,801.64
                               UPB AMT:   1,895,353.15

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          114
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030930762     MORTGAGORS: BURKS                DAVID
                               BURKS                JACQUELINE
    REGION CODE    ADDRESS   : 2340 LONDONDERRY
        01         CITY      :    ANN HARBOR
                   STATE/ZIP : MI  48104
    MORTGAGE AMOUNT :   492,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    492,300.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,612.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 89.83500
    ----------------------------------------------------------------
0   0030930804     MORTGAGORS: MANGUAL              JUAN
                               MANGUAL              LORI
    REGION CODE    ADDRESS   : 3938 COLEGROVE STREET
        01         CITY      :    SAN MATEO
                   STATE/ZIP : CA  94403
    MORTGAGE AMOUNT :   325,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    324,758.80  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,272.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 69.14800
    ----------------------------------------------------------------
0   0030930820     MORTGAGORS: MARSCHALL            KEN
                               GINN                 CARLA
    REGION CODE    ADDRESS   : 2570 LARRIKEET COURT
        01         CITY      :    PLEASANTON
                   STATE/ZIP : CA  94566
    MORTGAGE AMOUNT :   238,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    237,840.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,746.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 68.00000
    ----------------------------------------------------------------
0   0030930887     MORTGAGORS: STOVALL              ERIC
                               STOVALL              LISA
    REGION CODE    ADDRESS   : 6701 EAGLE WING DRIVE
        01         CITY      :    SPARKS
                   STATE/ZIP : NV  89436
    MORTGAGE AMOUNT :   408,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    407,719.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,958.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 85.00000
    ----------------------------------------------------------------
0   0030930929     MORTGAGORS: FOMENKO              ROBERT
                               FOMENKO              JULIE
    REGION CODE    ADDRESS   : 44412 SOUTHEAST 142ND PLACE
        01         CITY      :    NORTH BEND
                   STATE/ZIP : WA  98045
    MORTGAGE AMOUNT :   220,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    220,252.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,617.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,683,700.00
                               P & I AMT:     12,206.64
                               UPB AMT:   1,682,870.43

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          115
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030930952     MORTGAGORS: KIMBERLY             DANIEL

    REGION CODE    ADDRESS   : 6972 BRIDGEWATER DRIVE
        01         CITY      :    HUNTINGTON BEACH
                   STATE/ZIP : CA  92647
    MORTGAGE AMOUNT :   297,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    296,810.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,231.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 87.35294
    ----------------------------------------------------------------
0   0030930978     MORTGAGORS: MASUNAGA             BRIAN

    REGION CODE    ADDRESS   : 2197 BEL AIR LANE
        01         CITY      :    ROSEVILLE
                   STATE/ZIP : CA  95678
    MORTGAGE AMOUNT :   283,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    283,304.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,055.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030931067     MORTGAGORS: ROY                  JOHN
                               ROY                  KATHLEEN
    REGION CODE    ADDRESS   : 87 TRINIDAD BEND
        01         CITY      :    CORONADO
                   STATE/ZIP : CA  92118
    MORTGAGE AMOUNT :   289,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,315.39  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,174.92  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 76.18400
    ----------------------------------------------------------------
0   0030931216     MORTGAGORS: BLUTH                ALAN
                               BLUTH                MARY
    REGION CODE    ADDRESS   : 3300 EAST LAKE CREEK ROAD
        01         CITY      :    HEBER
                   STATE/ZIP : UT  84032
    MORTGAGE AMOUNT :   764,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    763,487.38  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     5,605.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   015
    LTV :                 63.66600
    ----------------------------------------------------------------
0   0030931240     MORTGAGORS: MAJMUDAR             MUKESH
                               MAJMUDAR             VARSHA
    REGION CODE    ADDRESS   : 12119 DUSK VIEW COURT
        01         CITY      :    CLARKSVILLE
                   STATE/ZIP : MD  21029
    MORTGAGE AMOUNT :   436,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    436,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,123.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,070,000.00
                               P & I AMT:     15,191.28
                               UPB AMT:   2,068,918.28

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          116
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030931273     MORTGAGORS: HOGAN                EDWIN
                               HOGAN                JUDITH
    REGION CODE    ADDRESS   : 2 ROOSEVELT DRIVE
        01         CITY      :    COTO DE CAZA
                   STATE/ZIP : CA  92679
    MORTGAGE AMOUNT :   251,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,516.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,776.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 71.73400
    ----------------------------------------------------------------
0   0030931380     MORTGAGORS: LYMAN                ROBERT
                               LYMAN                CATHERINE
    REGION CODE    ADDRESS   : 3 AHTERWOOD PLACE
        01         CITY      :    REDWOOD CITY
                   STATE/ZIP : CA  94061
    MORTGAGE AMOUNT :   328,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    327,756.58  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,293.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 69.78700
    ----------------------------------------------------------------
0   0030931422     MORTGAGORS: VALASEK              THOMAS
                               VALASEK              CHRISTIE
    REGION CODE    ADDRESS   : 5777 CAPESWOOD
        01         CITY      :    RANCHO PALOS VEDRDES
                   STATE/ZIP : CA  90275
    MORTGAGE AMOUNT :   292,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    291,783.29  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,041.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030931471     MORTGAGORS: WIELAND              STEVEN
                               WIELAND              PRISCILLA
    REGION CODE    ADDRESS   : 1566 ARAPAHOE TRAIL NE
        01         CITY      :    SOLON
                   STATE/ZIP : IA  52333
    MORTGAGE AMOUNT :   247,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,325.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,773.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0030931489     MORTGAGORS: KEAY                 STEVEN
                               KEAY                 SUZANNE
    REGION CODE    ADDRESS   : 4310 OAKWOOD LANE
        01         CITY      :    WEST DES MOINES
                   STATE/ZIP : IA  50265
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,798.70  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,201.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 58.93900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,418,500.00
                               P & I AMT:     10,086.12
                               UPB AMT:   1,417,180.30

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          117
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030931588     MORTGAGORS: NASTRO               ROBERT
                               NASTRO               KATHLEEN
    REGION CODE    ADDRESS   : 35 ERDMANN LANE
        01         CITY      :    WILTON
                   STATE/ZIP : CT  06897
    MORTGAGE AMOUNT :   285,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,803.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,066.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 89.90500
    ----------------------------------------------------------------
0   0030931604     MORTGAGORS: CARROLL              ELIZABETH

    REGION CODE    ADDRESS   : 818 LONG POND ROAD
        01         CITY      :    PLYMOUTH
                   STATE/ZIP : MA  02360
    MORTGAGE AMOUNT :   333,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    332,987.52  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,503.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 85.00000
    ----------------------------------------------------------------
0   0030931679     MORTGAGORS: FERENCZY             ILENE
                               FERENCZY             JERALD
    REGION CODE    ADDRESS   : 1840 BERKELY MEWS
        01         CITY      :    ATLANTA
                   STATE/ZIP : GA  30329
    MORTGAGE AMOUNT :   280,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    280,052.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,007.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030931729     MORTGAGORS: QUINN                EDWARD
                               QUINN                KIMBERLY
    REGION CODE    ADDRESS   : 3 WOODBURY DRIVE
        01         CITY      :    WESTFORD
                   STATE/ZIP : MA  01886
    MORTGAGE AMOUNT :   220,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    219,840.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,557.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030931778     MORTGAGORS: KUAN                 JOSE
                               KUAN                 PATRICIA
    REGION CODE    ADDRESS   : 1514 EL SOMBRO COURT
        01         CITY      :    LAFAYETTE
                   STATE/ZIP : CA  94549
    MORTGAGE AMOUNT :   275,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,328.79  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,022.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 74.51300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,394,150.00
                               P & I AMT:     10,157.57
                               UPB AMT:   1,393,013.14

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          118
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030931919     MORTGAGORS: WEHRLIN              RUSSELL
                               WEHRLIN              LENA
    REGION CODE    ADDRESS   : 5225 BLUE YARROW RUN
        01         CITY      :    NORCROSS
                   STATE/ZIP : GA  30092
    MORTGAGE AMOUNT :   251,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,722.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,804.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.99300
    ----------------------------------------------------------------
0   0030932073     MORTGAGORS: TORREALBA            LEONARD
                               TORREALBA            SHELLY
    REGION CODE    ADDRESS   : 2065 MENDOCINO LANE
        01         CITY      :    ALTADENA
                   STATE/ZIP : CA  91001
    MORTGAGE AMOUNT :   408,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    407,697.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,852.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030932222     MORTGAGORS: FLORES               FRANCISCO
                               MALABEY              SUSANNE
    REGION CODE    ADDRESS   : 651 TEREDO DRIVE
        01         CITY      :    REDWOOD CITY
                   STATE/ZIP : CA  94065
    MORTGAGE AMOUNT :   311,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    311,035.80  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,256.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0030932289     MORTGAGORS: WILLIAMS             GARY
                               WILLIAMS             DARRYLEEN
    REGION CODE    ADDRESS   : 8074 S ALBION STREET
        01         CITY      :    LITTLETON
                   STATE/ZIP : CO  80122
    MORTGAGE AMOUNT :   318,791.00  OPTION TO CONVERT :
    UNPAID BALANCE :    318,566.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,283.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.69700
    ----------------------------------------------------------------
0   0030932396     MORTGAGORS: COSTANZO             MARK
                               COSTANZO             KELLY
    REGION CODE    ADDRESS   : 14952 W 76TH DRIVE
        01         CITY      :    ARVADA
                   STATE/ZIP : CO  80007
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,836.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,856.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 74.85000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,539,941.00
                               P & I AMT:     11,054.34
                               UPB AMT:   1,538,857.66

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          119
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030932446     MORTGAGORS: DADA                 SUHAIL
                               DADA                 SHERMEEN
    REGION CODE    ADDRESS   : 1417 SEA RIDGE DRIVE
        01         CITY      :    NEWPORT BEACH
                   STATE/ZIP : CA  92660
    MORTGAGE AMOUNT :   384,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    383,728.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,751.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030932461     MORTGAGORS: MARTIN               KENNETH
                               BUNKERS              CYNTHIA
    REGION CODE    ADDRESS   : 439 BEAVER POINT
        01         CITY      :    LAFAYETTE
                   STATE/ZIP : CO  80026
    MORTGAGE AMOUNT :   219,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    219,586.91  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,536.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.98600
    ----------------------------------------------------------------
0   0030932545     MORTGAGORS: SCHREITMUELLER       ROBERT
                               SCHREITMUELLER       SUSAN
    REGION CODE    ADDRESS   : 1911 WATERLILY DRIVE
        01         CITY      :    SOUTHLAKE
                   STATE/ZIP : TX  76092
    MORTGAGE AMOUNT :   235,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    234,825.59  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,643.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 89.72800
    ----------------------------------------------------------------
0   0030932552     MORTGAGORS: FINLEY               JON
                               FINLEY               NANCY
    REGION CODE    ADDRESS   : 8040 CLASSIC DRIVE
        01         CITY      :    JONESBORO
                   STATE/ZIP : GA  30236
    MORTGAGE AMOUNT :   340,708.00  OPTION TO CONVERT :
    UNPAID BALANCE :    340,473.53  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,470.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030932610     MORTGAGORS: BETTS                KENNETH
                               CHIDESTER            BECKY
    REGION CODE    ADDRESS   : 2000 LORRAINE AVENUE
        01         CITY      :    MC LEAN
                   STATE/ZIP : VA  22101
    MORTGAGE AMOUNT :   532,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    531,595.19  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,674.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,711,458.00
                               P & I AMT:     12,075.47
                               UPB AMT:   1,710,210.20

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          120
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030932776     MORTGAGORS: HOGATE               RANDY
                               HOGATE               SUSAN
    REGION CODE    ADDRESS   : 20600 VIA VERONICA
        01         CITY      :    YORBA LINDA
                   STATE/ZIP : CA  92887
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,814.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,748.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 67.11400
    ----------------------------------------------------------------
0   0030932800     MORTGAGORS: VERNICK              STEVEN
                               WAGNER               AUDREY
    REGION CODE    ADDRESS   : 231 ORCHARD STREET
        01         CITY      :    BELMONT
                   STATE/ZIP : MA  02178
    MORTGAGE AMOUNT :   268,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    268,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,873.90  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030932826     MORTGAGORS: KLEIN                ERIC
                               DAY                  JOANNE
    REGION CODE    ADDRESS   : 15 NEWELL ROAD
        01         CITY      :    NEWTON
                   STATE/ZIP : MA  02166
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,810.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,993.95  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 75.34200
    ----------------------------------------------------------------
0   0030932875     MORTGAGORS: TZANNES              ALEXIS
                               BARRETT              ERIN
    REGION CODE    ADDRESS   : 72 GRASSLAND STREET
        01         CITY      :    LEXINGTON
                   STATE/ZIP : MA  02173
    MORTGAGE AMOUNT :   223,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    223,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,616.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.92800
    ----------------------------------------------------------------
0   0030932883     MORTGAGORS: KELEKCI              ALI

    REGION CODE    ADDRESS   : 3403 W. PACES FERRY COURT
        01         CITY      :    ATLANTA
                   STATE/ZIP : GA  30327
    MORTGAGE AMOUNT :   480,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    479,661.22  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,438.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,496,000.00
                               P & I AMT:     10,671.58
                               UPB AMT:   1,495,286.42

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          121
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030932891     MORTGAGORS: JAFFE                ROBERT
                               BAILEY               DIANA
    REGION CODE    ADDRESS   : 206 BEETHOVEN AVENUE
        01         CITY      :    NEWTON
                   STATE/ZIP : MA  02168
    MORTGAGE AMOUNT :   305,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    305,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,211.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 58.09500
    ----------------------------------------------------------------
0   0030932909     MORTGAGORS: PEARSON              JIM
                               PEARSON              CATHI
    REGION CODE    ADDRESS   : 25432 N. VERNE COURT
        01         CITY      :    STEVENSON RANCH
                   STATE/ZIP : CA  91381
    MORTGAGE AMOUNT :   333,850.00  OPTION TO CONVERT :
    UNPAID BALANCE :    333,614.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,391.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 89.98600
    ----------------------------------------------------------------
0   0030932925     MORTGAGORS: TENNY                JEFFREY
                               TENNY                DEBORAH
    REGION CODE    ADDRESS   : 96 DRAPER ROAD
        01         CITY      :    WAYLAND
                   STATE/ZIP : MA  01778
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    300,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,201.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 62.50000
    ----------------------------------------------------------------
0   0030933139     MORTGAGORS: STELLA               KENNETH
                               STELLA               ANNA
    REGION CODE    ADDRESS   : 10 AVALON ROAD
        01         CITY      :    TRENTON
                   STATE/ZIP : NJ  08638
    MORTGAGE AMOUNT :   232,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    232,223.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,605.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 89.99900
    ----------------------------------------------------------------
0   0030933329     MORTGAGORS: LEITCH               CHRISTOPHER

    REGION CODE    ADDRESS   : 4700 VIVIANA DRIVE
        01         CITY      :    TARZANA
                   STATE/ZIP : CA  91356
    MORTGAGE AMOUNT :   514,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    513,672.24  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,861.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 79.07690
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,685,250.00
                               P & I AMT:     12,271.16
                               UPB AMT:   1,684,509.76

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          122
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030933378     MORTGAGORS: FOSTER               J.
                               FOSTER               CATHY
    REGION CODE    ADDRESS   : 32912 DANAPOPLAR
        01         CITY      :    DANA POINT
                   STATE/ZIP : CA  92629
    MORTGAGE AMOUNT :   296,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    296,585.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,100.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030933543     MORTGAGORS: BRESSLER             PAUL
                               PACATTE              EMILIE
    REGION CODE    ADDRESS   : 4712 CAMINITO GIRASOL
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92130
    MORTGAGE AMOUNT :   224,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    224,524.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,532.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 89.97800
    ----------------------------------------------------------------
0   0030933600     MORTGAGORS: MAROTTA              ALFRED

    REGION CODE    ADDRESS   : 848 VIA SOMONTE
        01         CITY      :    PALOS VERDES ESTATES
                   STATE/ZIP : CA  92074
    MORTGAGE AMOUNT :   646,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    645,544.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,628.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 58.72700
    ----------------------------------------------------------------
0   0030933774     MORTGAGORS: TANIGUCHI            DAVID

    REGION CODE    ADDRESS   : 2306 JANE LANE
        01         CITY      :    MOUNTAIN VIEW
                   STATE/ZIP : CA  94043
    MORTGAGE AMOUNT :   271,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,900.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,947.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.99400
    ----------------------------------------------------------------
0   0030933907     MORTGAGORS: HARRINGTON           FREDERICK
                               HARRINGTON           ANITA
    REGION CODE    ADDRESS   : 28 COMMERFORD ROAD
        01         CITY      :    CONCORD
                   STATE/ZIP : MA  01742
    MORTGAGE AMOUNT :   247,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,707.35  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,686,600.00
                               P & I AMT:     11,916.89
                               UPB AMT:   1,685,753.95

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          123
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030933972     MORTGAGORS: CALALO               RUEL
                               CALALO               ANN
    REGION CODE    ADDRESS   : 774 IROQUOIS WAY
        01         CITY      :    FREMONT
                   STATE/ZIP : CA  94539
    MORTGAGE AMOUNT :   249,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,709.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,719.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 69.35900
    ----------------------------------------------------------------
0   0030933998     MORTGAGORS: GREEN                JERROLD
                               GREEN                MADELYNE
    REGION CODE    ADDRESS   : 5639 SILVER VALLEY AVE
        01         CITY      :    AGOURA HILLS
                   STATE/ZIP : CA  91301
    MORTGAGE AMOUNT :   305,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    304,566.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,134.01  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030934061     MORTGAGORS: SOLUS                CHRISTOPHER
                               SOLUS                CATHERINE
    REGION CODE    ADDRESS   : 388 MORRIS AVENUE
        01         CITY      :    MOUNTAIN LAKES
                   STATE/ZIP : NJ  07046
    MORTGAGE AMOUNT :   427,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    427,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,099.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030934228     MORTGAGORS: ALCOMIS              ALFREDO
                               ALCOMIS              EVANGELINE
    REGION CODE    ADDRESS   : 3194 VINTAGE CREST DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95148
    MORTGAGE AMOUNT :   332,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    331,747.37  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,293.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 76.32100
    ----------------------------------------------------------------
0   0030934269     MORTGAGORS: JARVIS               NEIL
                               BLOOM                BRANDON
    REGION CODE    ADDRESS   : 1330 WESTMONT AVENUE
        01         CITY      :    CAMPBELL
                   STATE/ZIP : CA  95008
    MORTGAGE AMOUNT :   224,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    224,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,604.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,537,700.00
                               P & I AMT:     10,851.29
                               UPB AMT:   1,536,523.74

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          124
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030934301     MORTGAGORS: FIGUEROA             GILBERT
                               FIGUEROA             ESTHER
    REGION CODE    ADDRESS   : 42 LEDGEWOOD DRIVE
        01         CITY      :    LAS FLORES
                   STATE/ZIP : CA  92688
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,593.39  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,981.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.77200
    ----------------------------------------------------------------
0   0030934434     MORTGAGORS: TEAGUE               TIMOTHY
                               TEAGUE               LISA
    REGION CODE    ADDRESS   : 35 STIRRUP LANE
        01         CITY      :    NOVATO
                   STATE/ZIP : CA  94947
    MORTGAGE AMOUNT :   220,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    219,840.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,557.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 53.01200
    ----------------------------------------------------------------
0   0030934459     MORTGAGORS: GRANT                DONALD
                               GRANT                ROBERTA
    REGION CODE    ADDRESS   : 5822 SHASTA CIRCLE
        01         CITY      :    LA PALMA
                   STATE/ZIP : CA  90623
    MORTGAGE AMOUNT :   232,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    231,836.25  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,662.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030934467     MORTGAGORS: LAKE                 JOHN
                               LAKE                 CHRISTINE
    REGION CODE    ADDRESS   : 12631 LITHUANIA DRIVE
        01         CITY      :    GRANADA HILLS
                   STATE/ZIP : CA  91344
    MORTGAGE AMOUNT :   220,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    219,844.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,576.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030934483     MORTGAGORS: MC LAUGHLIN          MICHAEL
                               MCLAUGHLIN           DENYSE
    REGION CODE    ADDRESS   : 13460 LANCASTER ROAD
        01         CITY      :    OAKDALE
                   STATE/ZIP : CA  95361
    MORTGAGE AMOUNT :   248,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,574.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,782.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 87.73300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,200,750.00
                               P & I AMT:      8,559.25
                               UPB AMT:   1,199,689.56

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          125
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030934582     MORTGAGORS: SHAW                 SONDRA

    REGION CODE    ADDRESS   : 8240 SAWTOOTH LANE
        01         CITY      :    LONGMONT
                   STATE/ZIP : CO  80503
    MORTGAGE AMOUNT :   221,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    221,043.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,584.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 67.03000
    ----------------------------------------------------------------
0   0030934608     MORTGAGORS: ENTRIKIN             ROBERT
                               ENTRIKIN             ARIANE
    REGION CODE    ADDRESS   : 21179 FOXCROFT LANE
        01         CITY      :    WALNUT
                   STATE/ZIP : CA  91789
    MORTGAGE AMOUNT :   308,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    307,798.53  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,286.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 89.27500
    ----------------------------------------------------------------
0   0030934723     MORTGAGORS: RUBINO               ROBERT
                               RUBINO               VERONICA
    REGION CODE    ADDRESS   : 2136 HILLSTONE DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95138
    MORTGAGE AMOUNT :   506,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    505,901.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,670.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0030934863     MORTGAGORS: IRVING               GREGORY
                               IRVING               ALVA
    REGION CODE    ADDRESS   : 4103 STEED GRANT WAY
        01         CITY      :    FORTH WASHINGTON
                   STATE/ZIP : MD  20744
    MORTGAGE AMOUNT :   216,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    214,693.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,603.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   12/01/26
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 88.31100
    ----------------------------------------------------------------
0   0030935043     MORTGAGORS: SMITH                MATTHEW
                               SMITH                LYNN
    REGION CODE    ADDRESS   : 17571 ORANGETREE LANE
        01         CITY      :    TUSTIN
                   STATE/ZIP : CA  92780
    MORTGAGE AMOUNT :   277,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    277,097.03  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,964.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,528,950.00
                               P & I AMT:     11,110.19
                               UPB AMT:   1,526,534.34

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          126
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030935191     MORTGAGORS: ZAHED                HYDER
                               ZAHED                MAHSHID
    REGION CODE    ADDRESS   : 20 SORRENTO
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92614
    MORTGAGE AMOUNT :   287,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,725.58  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,213.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.50000  PRODUCT CODE      :   002
    LTV :                 89.96800
    ----------------------------------------------------------------
0   0030935316     MORTGAGORS: WATTS                CLIFTON
                               WATTS                SUSAN
    REGION CODE    ADDRESS   : 2013 YORKSHIRE PLACE
        01         CITY      :    ALAMEDA
                   STATE/ZIP : CA  94501
    MORTGAGE AMOUNT :   263,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,217.23  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,865.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030935423     MORTGAGORS: ZUBROD               PHILLIP
                               ZUBROD               KATHY
    REGION CODE    ADDRESS   : 632 MERLOT DRIVE
        01         CITY      :    FREMONT
                   STATE/ZIP : CA  94539
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,610.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,970.14  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 73.33333
    ----------------------------------------------------------------
0   0030935563     MORTGAGORS: LECHMAN              JOSEPH
                               LECHMAN              MARY
    REGION CODE    ADDRESS   : 5525 WEMBLY AVENUE
        01         CITY      :    AGOURA
                   STATE/ZIP : CA  91301
    MORTGAGE AMOUNT :   450,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    449,674.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,185.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.98500
    ----------------------------------------------------------------
0   0030935571     MORTGAGORS: GIBSON               BRADLEY
                               KAITO                GRACE
    REGION CODE    ADDRESS   : 4200 EAST THERESA STREET
        01         CITY      :    LONG BEACH
                   STATE/ZIP : CA  90814
    MORTGAGE AMOUNT :   247,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,316.32  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,730.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,524,000.00
                               P & I AMT:     10,965.22
                               UPB AMT:   1,522,543.99

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          127
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030935696     MORTGAGORS: TANG                 HARRY
                               TANG                 LINDA
    REGION CODE    ADDRESS   : 1238 -1240 41ST AVENUE
        01         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94122
    MORTGAGE AMOUNT :   418,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    417,393.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,958.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 76.69720
    ----------------------------------------------------------------
0   0030935746     MORTGAGORS: CHRISTISON           TERRI

    REGION CODE    ADDRESS   : 2965 RUSTIC DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95124
    MORTGAGE AMOUNT :   227,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    226,831.53  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,587.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 87.30700
    ----------------------------------------------------------------
0   0030935753     MORTGAGORS: WEI                  STEPHEN
                               KOWN                 LILY
    REGION CODE    ADDRESS   : 413 EL CORONADO STREET
        01         CITY      :    SOUTH PASADENA
                   STATE/ZIP : CA  91030
    MORTGAGE AMOUNT :   366,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    365,468.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,590.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030935811     MORTGAGORS: LIU                  ALEXANDER

    REGION CODE    ADDRESS   : 517 PORPOISE BAY TERRAACE #A
        01         CITY      :    SUNNYVALE
                   STATE/ZIP : CA  94089
    MORTGAGE AMOUNT :   258,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    257,826.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,893.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.38400
    ----------------------------------------------------------------
0   0030935985     MORTGAGORS: KENNEDY              JOHN
                               UTSUKI               WENDY
    REGION CODE    ADDRESS   : 1115 MELTON PLACE
        01         CITY      :    PACIFIC GROVE
                   STATE/ZIP : CA  93950
    MORTGAGE AMOUNT :   230,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    229,841.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,667.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 63.01300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,499,000.00
                               P & I AMT:     10,697.11
                               UPB AMT:   1,497,361.64

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          128
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030936017     MORTGAGORS: SPENCER              ROBERT
                               SPENCER              ANDREA
    REGION CODE    ADDRESS   : 1960 SHERLOCK HOLMES STREET
        01         CITY      :    ELDERSBURG
                   STATE/ZIP : MD  21784
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,822.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,805.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 86.89600
    ----------------------------------------------------------------
0   0030936124     MORTGAGORS: CULP                 REX
                               CULP                 ANNE
    REGION CODE    ADDRESS   : 614 CANYON CIRCLE
        01         CITY      :    TUSCALOOSA
                   STATE/ZIP : AL  35406
    MORTGAGE AMOUNT :   228,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    228,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,633.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030936157     MORTGAGORS: FORMICA              MARK
                               FORMICA              ROBERT
    REGION CODE    ADDRESS   : 1215 LIMBERLOST ROAD
        01         CITY      :    GLADWYNE
                   STATE/ZIP : PA  19035
    MORTGAGE AMOUNT :   328,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    328,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,378.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030936223     MORTGAGORS: MC KINNEY            DOUGLAS

    REGION CODE    ADDRESS   : 1935 BERRY STREET
        01         CITY      :    LEMON GROVE
                   STATE/ZIP : CA  91945
    MORTGAGE AMOUNT :   112,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    111,920.94  ANNUAL RATE ADJUST:
    MONTHLY P&I     :       802.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030936330     MORTGAGORS: BONNER               RICHARD
                               BONNER               J
    REGION CODE    ADDRESS   : 3111 RAMSHORN DRIVE
        01         CITY      :    CASTLE ROCK
                   STATE/ZIP : CO  80104
    MORTGAGE AMOUNT :   230,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    229,837.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,647.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 70.76900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,150,000.00
                               P & I AMT:      8,267.16
                               UPB AMT:   1,149,580.75

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          129
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030936348     MORTGAGORS: MEYERS               MICHAEL
                               MEYERS               BONNIE
    REGION CODE    ADDRESS   : 54 FIELDSTONE DRIVE
        01         CITY      :    SYOSSET
                   STATE/ZIP : NY  11791
    MORTGAGE AMOUNT :   218,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    218,345.78  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,565.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030936397     MORTGAGORS: CRAWFORD             JOHN
                               CRAWFORD             LISA
    REGION CODE    ADDRESS   : 193 N LIMA STREET
        01         CITY      :    SIERRA MAORE
                   STATE/ZIP : CA  91024
    MORTGAGE AMOUNT :   222,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    221,847.22  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,609.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 89.15600
    ----------------------------------------------------------------
0   0030936421     MORTGAGORS: MAYORAL              LEOPOLDO
                               MAYORAL              ALICE
    REGION CODE    ADDRESS   : 3209 WOODLAND LANE
        01         CITY      :    ALEXANDRIA
                   STATE/ZIP : VA  22309
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,724.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,900.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030936645     MORTGAGORS: WIENCEK              KENNETH
                               WIENCEK              LAUREN
    REGION CODE    ADDRESS   : 63400 JACKSON RUN ROAD
        01         CITY      :    CAMBRIDGE
                   STATE/ZIP : OH  43725
    MORTGAGE AMOUNT :   228,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    227,854.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,712.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030936744     MORTGAGORS: ROSENFELD            BARBARA

    REGION CODE    ADDRESS   : 1340 LINDA FLORA DRIVE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90049
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,695.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,762.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,468,500.00
                               P & I AMT:     10,550.90
                               UPB AMT:   1,467,467.96

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          130
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030936769     MORTGAGORS: WILLIAMS             BRIAN
                               WILLIAMS             SANDRA
    REGION CODE    ADDRESS   : 25 COLUMBIA DRIVE
        01         CITY      :    RANCHO MIRAGE
                   STATE/ZIP : CA  92270
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    320,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,292.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030936892     MORTGAGORS: ROSENBLATT           ALAN
                               ROSENBLATT           SUSAN
    REGION CODE    ADDRESS   : 1476 VISTA CLARIDAD
        01         CITY      :    LA JOLLA
                   STATE/ZIP : CA  92037
    MORTGAGE AMOUNT :   444,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    443,702.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,257.92  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030936926     MORTGAGORS: HITCHCOCK            WILLIAM
                               HITCHCOCK            DEBRA
    REGION CODE    ADDRESS   : 9661 CLIPPER COVE PLACE
        01         CITY      :    ELK GROVE
                   STATE/ZIP : CA  95758
    MORTGAGE AMOUNT :   265,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,312.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,902.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 82.96800
    ----------------------------------------------------------------
0   0030936934     MORTGAGORS: RENNER               LOUIS
                               RENNER               STELLA
    REGION CODE    ADDRESS   : 1313 AMBERDALE COURT
        01         CITY      :    ANTIOCH
                   STATE/ZIP : CA  94509
    MORTGAGE AMOUNT :   231,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    231,128.34  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,617.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.99300
    ----------------------------------------------------------------
0   0030936967     MORTGAGORS: MCVAY                CHARLES
                               MCVAY                BEVERLY
    REGION CODE    ADDRESS   : 944 BLANDFORD BLVD
        01         CITY      :    REDWOOD CITY
                   STATE/ZIP : CA  94062
    MORTGAGE AMOUNT :   513,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    513,396.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,725.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,774,550.00
                               P & I AMT:     12,794.86
                               UPB AMT:   1,773,539.46

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          131
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030936975     MORTGAGORS: ISSAC                PARAMPOTTIL
                               ISSAC                LEELAMMA
    REGION CODE    ADDRESS   : LOT 30 MONTSERRAT CIRCLE
        01         CITY      :    HEATH
                   STATE/ZIP : TX  75087
    MORTGAGE AMOUNT :   334,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    334,307.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,367.92  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 78.71700
    ----------------------------------------------------------------
0   0030936983     MORTGAGORS: MAY                  MARK
                               ROBBINS              PATRICIA
    REGION CODE    ADDRESS   : 10381 SPRING HIGHLAND DRIVE
        01         CITY      :    INDIANAPOLIS
                   STATE/ZIP : IN  46290
    MORTGAGE AMOUNT :   250,350.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,173.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,793.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.98900
    ----------------------------------------------------------------
0   0030937080     MORTGAGORS: KRAUSE               KEVIN

    REGION CODE    ADDRESS   : 5119 ESMOND DRIVE
        01         CITY      :    ODESSA
                   STATE/ZIP : TX  79762
    MORTGAGE AMOUNT :    83,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :     83,842.25  ANNUAL RATE ADJUST:
    MONTHLY P&I     :       608.34  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.98000
    ----------------------------------------------------------------
0   0030937122     MORTGAGORS: NAGLE                ALAN
                               BROOKER              KATHLEEN
    REGION CODE    ADDRESS   : 577 FRANKLIN STREET
        01         CITY      :    DENVER
                   STATE/ZIP : CO  80218
    MORTGAGE AMOUNT :   281,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    281,046.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,990.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030937155     MORTGAGORS: POMPEO               KENNETH

    REGION CODE    ADDRESS   : 25611 CHRISTIE COURT
        01         CITY      :    STEVENSON RANCH
                   STATE/ZIP : CA  91381
    MORTGAGE AMOUNT :   220,350.00  OPTION TO CONVERT :
    UNPAID BALANCE :    220,186.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,540.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 94.98200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,170,400.00
                               P & I AMT:      8,301.20
                               UPB AMT:   1,169,556.32

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          132
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030937189     MORTGAGORS: TERSTEEG             MICHAEL
                               TERSTEEG             JILLELLYN
    REGION CODE    ADDRESS   : 53 IRVINE PARK
        01         CITY      :    ST. PAUL
                   STATE/ZIP : MN  55102
    MORTGAGE AMOUNT :   229,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    229,342.05  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,664.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030937270     MORTGAGORS: WOLFF                PATRICK
                               WOLFF                MARITA
    REGION CODE    ADDRESS   : 91 DURAND ROAD
        01         CITY      :    MAPLEWOOD
                   STATE/ZIP : NJ  07040
    MORTGAGE AMOUNT :   310,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    310,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,301.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 64.58300
    ----------------------------------------------------------------
0   0030937338     MORTGAGORS: STAUFFER             JAMES

    REGION CODE    ADDRESS   : 5124 BALLYCASTLE CIRCLE
        01         CITY      :    ALEXANDRIA
                   STATE/ZIP : VA  22315
    MORTGAGE AMOUNT :   228,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    228,771.39  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,561.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 94.98000
    ----------------------------------------------------------------
0   0030937411     MORTGAGORS: JOHNSON              DEREK
                               JOHNSON              SALLY
    REGION CODE    ADDRESS   : 10 CARNOUSTIE WAY
        01         CITY      :    COTO DE CAZA
                   STATE/ZIP : CA  92679
    MORTGAGE AMOUNT :   346,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    346,455.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,483.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.99100
    ----------------------------------------------------------------
0   0030937791     MORTGAGORS: HECHT                ROBERT
                               HECHT                EDNA
    REGION CODE    ADDRESS   : 1443 HILLSIDE ROAD
        01         CITY      :    WYNNEWOOD
                   STATE/ZIP : PA  19096
    MORTGAGE AMOUNT :   232,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    232,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,602.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,347,150.00
                               P & I AMT:      9,613.80
                               UPB AMT:   1,346,568.74

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          133
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030937882     MORTGAGORS: PEPPER               CHRISTOPHER
                               DAUTREMONT-PEPPER    SUZANNE
    REGION CODE    ADDRESS   : 3520 RADCLIFF ROAD
        01         CITY      :    THOUSAND OAKS
                   STATE/ZIP : CA  91360
    MORTGAGE AMOUNT :   232,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    232,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,605.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030937890     MORTGAGORS: PILAVAS              ANTHONY
                               PILAVAS              HELEN
    REGION CODE    ADDRESS   : 9 WASH HOLLOW ROAD
        01         CITY      :    UPPER BROOKVILLE
                   STATE/ZIP : NY  11771
    MORTGAGE AMOUNT :   980,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    980,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     7,020.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   015
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030937908     MORTGAGORS: VALADEZ              RAYMOND
                               SALISBURY-VALADEZ    KIMBERLY
    REGION CODE    ADDRESS   : 2001 HAELING PLACE
        01         CITY      :    EL DORADO HILLS
                   STATE/ZIP : CA  95762
    MORTGAGE AMOUNT :   276,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    276,594.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,935.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 94.98500
    ----------------------------------------------------------------
0   0030937973     MORTGAGORS: HICKEY               JEFFREY
                               COX-HICKEY           TERESA
    REGION CODE    ADDRESS   : 13033 ST FILAGREE
        01         CITY      :    RIVERVIEW
                   STATE/ZIP : FL  33569
    MORTGAGE AMOUNT :   233,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    232,939.58  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,690.14  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030938047     MORTGAGORS: STEVENS              PAUL
                               STEVENS              WENDY
    REGION CODE    ADDRESS   : 6676 PASEO SAN LEON
        01         CITY      :    PLEASANTON
                   STATE/ZIP : CA  94566
    MORTGAGE AMOUNT :   434,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    433,369.78  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,071.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,156,300.00
                               P & I AMT:     15,323.36
                               UPB AMT:   2,155,303.93

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          134
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030938054     MORTGAGORS: ANDER                DOUGLAS
                               ARLUCK               JESSICA
    REGION CODE    ADDRESS   : 152 PEACHTREE WAY
        01         CITY      :    ATLANA
                   STATE/ZIP : GA  30305
    MORTGAGE AMOUNT :   387,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    387,312.34  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,710.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030938096     MORTGAGORS: BROWN                ALVIN
                               BROWN                RUTH
    REGION CODE    ADDRESS   : 24623 STONEGATE DRIVE
        01         CITY      :    WEST HILLS
                   STATE/ZIP : CA  91304
    MORTGAGE AMOUNT :   339,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    338,754.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,399.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 75.33300
    ----------------------------------------------------------------
0   0030938245     MORTGAGORS: BARFIELD             KENNETH
                               BARFIELD             JAN
    REGION CODE    ADDRESS   : 1418 GASTON AVENUE
        01         CITY      :    AUSTIN
                   STATE/ZIP : TX  78703
    MORTGAGE AMOUNT :   472,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    471,658.38  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,340.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030938344     MORTGAGORS: CAPOTOSTO            THOMAS
                               CAPOTOSTO            TRUDI
    REGION CODE    ADDRESS   : 2726 CREEK'S EDGE PARKWAY
        01         CITY      :    AUSTIN
                   STATE/ZIP : TX  78733
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,819.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,834.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030938377     MORTGAGORS: SOLOT                MICHAEL
                               SOLOT                JAIME
    REGION CODE    ADDRESS   : 5510 SADRING AVENUE
        01         CITY      :    WOODLAND HILLS
                   STATE/ZIP : CA  91367
    MORTGAGE AMOUNT :   295,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,089.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,749,800.00
                               P & I AMT:     12,373.80
                               UPB AMT:   1,748,744.67

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          135
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030938757     MORTGAGORS: RAIMREZ              JOSEPH
                               RAIMREZ              MARIA
    REGION CODE    ADDRESS   : 9230 NORTH EGRET COURT
        01         CITY      :    GILROY
                   STATE/ZIP : CA  95020
    MORTGAGE AMOUNT :   265,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,302.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,856.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030938799     MORTGAGORS: DELGADO              STEVEN
                               DELGADO              SALLY
    REGION CODE    ADDRESS   : 19170 BRETON PLACE
        01         CITY      :    MONUMENT
                   STATE/ZIP : CO  80132
    MORTGAGE AMOUNT :   225,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    224,841.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,611.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0030938872     MORTGAGORS: FREDERICK            KIRSTEN

    REGION CODE    ADDRESS   : 1255 JILLIAN COURT
        01         CITY      :    WALNUT CREEK
                   STATE/ZIP : CA  94598
    MORTGAGE AMOUNT :   220,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    219,836.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,538.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030938898     MORTGAGORS: POIRIER              JOSEPH
                               POIRIER              ANN
    REGION CODE    ADDRESS   : 10567 205TH STREET WEST
        01         CITY      :    LAKEVILLE
                   STATE/ZIP : MN  55044
    MORTGAGE AMOUNT :   275,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,405.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,974.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030939037     MORTGAGORS: GREEN                DANIEL
                               GREEN                MARIAN
    REGION CODE    ADDRESS   : 65 EAST INDIA ROW #22F
        01         CITY      :    BOSTON
                   STATE/ZIP : MA  02110
    MORTGAGE AMOUNT :   295,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    294,816.65  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,242.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 74.68300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,281,100.00
                               P & I AMT:      9,223.27
                               UPB AMT:   1,280,203.01

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          136
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030939102     MORTGAGORS: BELO                 LUCILLE
                               BELO                 AVRAHAM
    REGION CODE    ADDRESS   : 16 WINTERBERRY LANE
        01         CITY      :    BRIARCLIFF MANOR
                   STATE/ZIP : NY  10510
    MORTGAGE AMOUNT :   258,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,072.27  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,872.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 89.94900
    ----------------------------------------------------------------
0   0030939177     MORTGAGORS: KOLINSKI             DAVID
                               CTIBOR               THERESA
    REGION CODE    ADDRESS   : 19352 SURFTIDE DRIVE
        01         CITY      :    HUNTINGTON BEACH
                   STATE/ZIP : CA  92648
    MORTGAGE AMOUNT :   301,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    301,242.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,185.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 89.98500
    ----------------------------------------------------------------
0   0030939284     MORTGAGORS: MAGESTRO             JAMES
                               MAGESTRO             PATRICIA
    REGION CODE    ADDRESS   : 562 LAC LABELLE
        01         CITY      :    OCONTOMOWOC
                   STATE/ZIP : WI  05306
    MORTGAGE AMOUNT :   330,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    330,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,392.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 76.74400
    ----------------------------------------------------------------
0   0030939466     MORTGAGORS: ROSHANDEL            RAHI
                               ROSHANDEL            ROSHANAK
    REGION CODE    ADDRESS   : 4920 CAMINITO EXQUISITO
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92130
    MORTGAGE AMOUNT :   274,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,206.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,965.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030939599     MORTGAGORS: JESSE                GORDON
                               JESSE                SALLY
    REGION CODE    ADDRESS   : 740 N EXPLORER DRIVE
        01         CITY      :    GILBERT
                   STATE/ZIP : AZ  85234
    MORTGAGE AMOUNT :   292,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    291,783.29  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,041.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,456,100.00
                               P & I AMT:     10,458.51
                               UPB AMT:   1,455,304.43

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          137
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030939615     MORTGAGORS: GREGG                SALLY
                               GREGG                JERRY
    REGION CODE    ADDRESS   : 31015 N.E. 60TH ST.
        01         CITY      :    CARNATION
                   STATE/ZIP : WA  98014
    MORTGAGE AMOUNT :   328,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    327,756.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,293.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030939789     MORTGAGORS: BRISKER              MITCHELL
                               BRISKER              ALISON
    REGION CODE    ADDRESS   : 5457 SHIRLEY AVE.
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  91356
    MORTGAGE AMOUNT :   599,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    598,766.32  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,241.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030939821     MORTGAGORS: EDGERTON             DONALD

    REGION CODE    ADDRESS   : 3269 TRABUCO COURT
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95135
    MORTGAGE AMOUNT :   272,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    272,716.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,002.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 94.98400
    ----------------------------------------------------------------
0   0030940118     MORTGAGORS: RADKE                JEFF
                               RADKE                SHARON
    REGION CODE    ADDRESS   : 1427 STRATTFORD STREET
        01         CITY      :    BREA
                   STATE/ZIP : CA  92821
    MORTGAGE AMOUNT :   274,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,014.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030940274     MORTGAGORS: DORFMAN              MICHAEL
                               DORFMAN              VICTORIA
    REGION CODE    ADDRESS   : 2654 NORTH WATERFORD STREET
        01         CITY      :    ORANGE
                   STATE/ZIP : CA  92867
    MORTGAGE AMOUNT :   265,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    264,812.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,898.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 60.50200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,739,600.00
                               P & I AMT:     12,449.66
                               UPB AMT:   1,738,552.74

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          138
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030940340     MORTGAGORS: BOSTWICK             JOHN
                               BOSTWICK             KAREN
    REGION CODE    ADDRESS   : 709 MEADOW BEND COURT
        01         CITY      :    HIGHLAND VILLAGE
                   STATE/ZIP : TX  75067
    MORTGAGE AMOUNT :   127,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    127,010.29  ANNUAL RATE ADJUST:
    MONTHLY P&I     :       910.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.98700
    ----------------------------------------------------------------
0   0030940365     MORTGAGORS: STOVALL              BRADLEY
                               STOVALL              ARONDA
    REGION CODE    ADDRESS   : 11845 BRIGHT PASSAGE
        01         CITY      :    COLUMBIA
                   STATE/ZIP : MD  21044
    MORTGAGE AMOUNT :   264,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    264,303.70  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,849.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 92.80701
    ----------------------------------------------------------------
0   0030940449     MORTGAGORS: RICHARDSON           LAMARL
                               HAWKINS              TANYELLE
    REGION CODE    ADDRESS   : 11802 BROOKVILLE LANDING
        01         CITY      :    MITCHELLEVILLE
                   STATE/ZIP : MD  20720
    MORTGAGE AMOUNT :   218,650.00  OPTION TO CONVERT :
    UNPAID BALANCE :    218,503.29  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,604.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 94.90600
    ----------------------------------------------------------------
0   0030940639     MORTGAGORS: LILJA                SCOTT
                               BELCHER              MICHELLE
    REGION CODE    ADDRESS   : 11103 SCAGGSVILLE ROAD
        01         CITY      :    LAUREL
                   STATE/ZIP : MD  20723
    MORTGAGE AMOUNT :   242,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,777.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.98700
    ----------------------------------------------------------------
0   0030940803     MORTGAGORS: MERTZ                RICHARD
                               MERTZ                MING
    REGION CODE    ADDRESS   : 8302 PASEO DEL OCASO
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92037
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    499,273.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,538.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,352,450.00
                               P & I AMT:      9,680.52
                               UPB AMT:   1,351,291.20

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          139
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030940969     MORTGAGORS: PEDROZA              ANTONIO
                               MATHESON             HEATHER
    REGION CODE    ADDRESS   : 2318 33RD AVENUE SOUTH
        01         CITY      :    SEATTLE
                   STATE/ZIP : WA  98144
    MORTGAGE AMOUNT :   264,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,818.32  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,914.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030941033     MORTGAGORS: CHESLER              MICHAEL

    REGION CODE    ADDRESS   : 10613 ROCHESTER AVENUE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90024
    MORTGAGE AMOUNT :   408,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    408,496.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,858.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030941108     MORTGAGORS: NG                   JOHN

    REGION CODE    ADDRESS   : 30 CORTE ALEGRE
        01         CITY      :    MILLBRAE
                   STATE/ZIP : CA  94030
    MORTGAGE AMOUNT :   348,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    348,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,523.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030941272     MORTGAGORS: MENACK               STEVEN
                               MENACK               STEFANIE
    REGION CODE    ADDRESS   : 7 ROBERTS  DRIVE
        01         CITY      :    MOUNTAIN LAKES
                   STATE/ZIP : NJ  07046
    MORTGAGE AMOUNT :   349,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,625.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0030941298     MORTGAGORS: FLETCHER             KENNETH
                               FLETCHER             JULIE
    REGION CODE    ADDRESS   : 550 BANYAN CIRCLE
        01         CITY      :    WALNUT CREEK
                   STATE/ZIP : CA  94598
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,829.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,930.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,630,300.00
                               P & I AMT:     11,851.99
                               UPB AMT:   1,629,644.85

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          140
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030941397     MORTGAGORS: PAIK                 JAE
                               KIM                  RAYNA
    REGION CODE    ADDRESS   : 3311 DONA ROSA DRIVE
        01         CITY      :    STUDIO CITY
                   STATE/ZIP : CA  91604
    MORTGAGE AMOUNT :   248,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,841.85  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,863.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030941454     MORTGAGORS: DOWNING              BEN
                               DOWNING              DIANA
    REGION CODE    ADDRESS   : 300 POPLAR CREST
        01         CITY      :    THOUSAND OAKS
                   STATE/ZIP : CA  91320
    MORTGAGE AMOUNT :   220,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    219,859.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,652.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 77.19200
    ----------------------------------------------------------------
0   0030941470     MORTGAGORS: ROBINSON             LORIE

    REGION CODE    ADDRESS   : 2862 E. SIERRA DRIVE
        01         CITY      :    WESTLAKE VILLAGE
                   STATE/ZIP : CA  91362
    MORTGAGE AMOUNT :   215,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    215,055.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,579.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030941660     MORTGAGORS: YAVORSKY             FREDRICK
                               RODOLETZ             MICHELLE
    REGION CODE    ADDRESS   : 817 FOX CHASE ROAD
        01         CITY      :    ABINGTON TOWNSHIP
                   STATE/ZIP : PA  19046
    MORTGAGE AMOUNT :   247,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    246,650.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,769.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 89.98100
    ----------------------------------------------------------------
0   0030941744     MORTGAGORS: DAVIS                TODD
                               DAVIS                MEREDITH
    REGION CODE    ADDRESS   : 1862 SIR RICHARD'S COURT
        01         CITY      :    FINKSBURG
                   STATE/ZIP : MD  21048
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,836.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,856.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 83.33300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,180,200.00
                               P & I AMT:      8,720.78
                               UPB AMT:   1,179,243.85

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          141
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030941751     MORTGAGORS: KEPPLE               STEPHEN
                               KEPPLE               NANCY
    REGION CODE    ADDRESS   : 3713 HAVEN LAKE DRIVE
        01         CITY      :    FLOWER MOUND
                   STATE/ZIP : TX  75028
    MORTGAGE AMOUNT :   198,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    198,402.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,388.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.99500
    ----------------------------------------------------------------
0   0030941959     MORTGAGORS: WERNER               RICHARD
                               WERNER               MONTE
    REGION CODE    ADDRESS   : 54O SOUTH WEYMOUTH COURT
        01         CITY      :    ANAHEIM
                   STATE/ZIP : CA  92807
    MORTGAGE AMOUNT :   297,350.00  OPTION TO CONVERT :
    UNPAID BALANCE :    297,134.78  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,104.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030942171     MORTGAGORS: MASSARO              ANGELINE
                               MASSARO              MICHAEL
    REGION CODE    ADDRESS   : 1025 POTOMAC COURT
        01         CITY      :    GRAYSLAKE
                   STATE/ZIP : IL  60030
    MORTGAGE AMOUNT :   237,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    237,950.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,746.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 94.98100
    ----------------------------------------------------------------
0   0030942197     MORTGAGORS: WELLEK               BEN
                               WELLEK               LISA
    REGION CODE    ADDRESS   : 16519 KIPLING ROAD
        01         CITY      :    ROCKVILLE
                   STATE/ZIP : MD  20855
    MORTGAGE AMOUNT :   180,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    180,665.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,264.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030942239     MORTGAGORS: STERBENTZ            JAMES
                               STERBENTZ            SUZANNE
    REGION CODE    ADDRESS   : 6830 E ROXANNE WAY
        01         CITY      :    LONG BEACH
                   STATE/ZIP : CA  90815
    MORTGAGE AMOUNT :   226,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    225,840.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,619.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 94.95700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,140,650.00
                               P & I AMT:      8,122.21
                               UPB AMT:   1,139,993.72

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          142
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030942460     MORTGAGORS: MILLS                ROGER
                               MILLS                FRANCES
    REGION CODE    ADDRESS   : 1328 NORTON AVENUE
        01         CITY      :    GLENDALE
                   STATE/ZIP : CA  91202
    MORTGAGE AMOUNT :   284,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,204.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,062.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030942726     MORTGAGORS: FLEMING              LOUIS
                               RUNNELS              LAURA
    REGION CODE    ADDRESS   : 207 PRINCE ROYAL DRIVE
        01         CITY      :    CORTE MADERA
                   STATE/ZIP : CA  94925
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,642.65  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,678.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 50.00000
    ----------------------------------------------------------------
0   0030942791     MORTGAGORS: HOLDEN               MICHAEL
                               HOLDEN               RHANDA
    REGION CODE    ADDRESS   : 2901 NEWBURYPORT AVENUE
        01         CITY      :    GARLAND
                   STATE/ZIP : TX  75044
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    256,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,834.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030942874     MORTGAGORS: CORWEL               PETER
                               CORWEL               DELORES
    REGION CODE    ADDRESS   : 19709 FALCON CREST WAY
        01         CITY      :    NORTHRIDGE
                   STATE/ZIP : CA  91326
    MORTGAGE AMOUNT :   290,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,779.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,002.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 60.41600
    ----------------------------------------------------------------
0   0030942882     MORTGAGORS: BRUNER               HARRY

    REGION CODE    ADDRESS   : 5108 SPYGLASS DR
        01         CITY      :    DALLAS
                   STATE/ZIP : TX  75287
    MORTGAGE AMOUNT :   279,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,974.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,349,400.00
                               P & I AMT:      9,551.95
                               UPB AMT:   1,348,626.26

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          143
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030942908     MORTGAGORS: STACK                DONALD
                               WHITE STACK          KRISTINE
    REGION CODE    ADDRESS   : 1 PHEASANT LANE
        01         CITY      :    ALISO VIEJO
                   STATE/ZIP : CA  92656
    MORTGAGE AMOUNT :   269,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    269,432.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,049.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 79.29400
    ----------------------------------------------------------------
0   0030942916     MORTGAGORS: WILSON               JOHN
                               BAGBY                SARA
    REGION CODE    ADDRESS   : 4224 LAKE OAKS CIRCLE
        01         CITY      :    FT WORTH
                   STATE/ZIP : TX  76108
    MORTGAGE AMOUNT :   319,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    318,968.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,259.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 76.00000
    ----------------------------------------------------------------
0   0030942957     MORTGAGORS: GASKILL              KARL
                               WARNER               RISSA
    REGION CODE    ADDRESS   : 4555-W. LAUREL DRIVE NE,
        01         CITY      :    SEATTLE
                   STATE/ZIP : WA  98105
    MORTGAGE AMOUNT :   386,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    385,727.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,765.35  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 74.95145
    ----------------------------------------------------------------
0   0030943054     MORTGAGORS: FRASER               JOHN
                               FRASER               KARLENE
    REGION CODE    ADDRESS   : 810 QUAIL RISE
        01         CITY      :    FAIRVIEW
                   STATE/ZIP : TX  75069
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,746.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,477.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 70.85000
    ----------------------------------------------------------------
0   0030943146     MORTGAGORS: BARTLETT             SCOTT
                               BARTLETT             ANNA-MARIA
    REGION CODE    ADDRESS   : 296 SPRINGER RD
        01         CITY      :    FAIRFIELD
                   STATE/ZIP : CT  06430
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    252,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,719.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 63.63600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,576,800.00
                               P & I AMT:     11,270.14
                               UPB AMT:   1,575,875.65

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          144
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030943179     MORTGAGORS: TAYLOR               JAMES

    REGION CODE    ADDRESS   : 6067 MORNINGSIDE COURT
        01         CITY      :    GURNEE
                   STATE/ZIP : IL  60031
    MORTGAGE AMOUNT :   238,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    238,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,687.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030943203     MORTGAGORS: FENCZIK              PETER
                               ISBERG               KRISTINA
    REGION CODE    ADDRESS   : 372 PARK STREET
        01         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94110
    MORTGAGE AMOUNT :   244,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,664.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030943245     MORTGAGORS: MATOSO               DAVID
                               MATOSO               MARY
    REGION CODE    ADDRESS   : 729 TAMARACK AVENUE
        01         CITY      :    SAN CARLOS
                   STATE/ZIP : CA  94070
    MORTGAGE AMOUNT :   316,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    315,798.50  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,374.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030943385     MORTGAGORS: SMITH                SYLVESTER
                               SMITH                ANNE
    REGION CODE    ADDRESS   : 750 SHEARER STREET
        01         CITY      :    NORTH WALES
                   STATE/ZIP : PA  19454
    MORTGAGE AMOUNT :   237,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    237,319.29  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,640.35  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030943419     MORTGAGORS: THOMAS               HAROLD
                               THOMAS               JANICE
    REGION CODE    ADDRESS   : 580 S. SPRINGER ROAD
        01         CITY      :    LOS ALTOS
                   STATE/ZIP : CA  94024
    MORTGAGE AMOUNT :   520,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    520,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,680.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 73.23900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,555,900.00
                               P & I AMT:     11,046.78
                               UPB AMT:   1,555,517.79

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          145
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030943435     MORTGAGORS: CADENA               MICHAEL
                               CADENA               SYLVIA
    REGION CODE    ADDRESS   : 3392 HAWKWOOD ROAD
        01         CITY      :    DIAMOND BAR
                   STATE/ZIP : CA  91765
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    260,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,907.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030943542     MORTGAGORS: KNAPP                MICHAEL
                               REDMOND              CASSIE
    REGION CODE    ADDRESS   : 17525 CHARITY LANE
        01         CITY      :    GERMANTOWN
                   STATE/ZIP : MD  20874
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,782.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,123.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 92.30700
    ----------------------------------------------------------------
0   0030943591     MORTGAGORS: MARTIN               GERALD
                               MARTIN               SHEREE
    REGION CODE    ADDRESS   : 3843 BROOKSWORTH AVENUE
        01         CITY      :    TARPON SPRINGS
                   STATE/ZIP : FL  34689
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,819.05  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,769.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 60.50500
    ----------------------------------------------------------------
0   0030943609     MORTGAGORS: GERBER               DENNIS
                               GERBER               CHRISTINE
    REGION CODE    ADDRESS   : 320 CARDONA CIRCLE
        01         CITY      :    SAN RAMON
                   STATE/ZIP : CA  94583
    MORTGAGE AMOUNT :   288,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    288,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,989.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030943708     MORTGAGORS: HAYNES               ANTHONY
                               HAYNES               CAREY
    REGION CODE    ADDRESS   : 4947 INDIANOLA WAY
        01         CITY      :    LA CANADA FLINTRIDGE
                   STATE/ZIP : CA  91011
    MORTGAGE AMOUNT :   390,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    389,710.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,726.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 72.22200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,488,000.00
                               P & I AMT:     10,516.75
                               UPB AMT:   1,487,312.47

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          146
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030943989     MORTGAGORS: HALL                 VALORIE

    REGION CODE    ADDRESS   : 1300 POPENOE RD
        01         CITY      :    LA HABRA HEIGHTS
                   STATE/ZIP : CA  90631
    MORTGAGE AMOUNT :   404,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    403,707.59  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,859.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030944037     MORTGAGORS: MOYNIHAN             JAMES
                               MOYNIHAN             HELEN
    REGION CODE    ADDRESS   : 338 NORTH OAK HILLS DRIVE
        01         CITY      :    OAK PARK
                   STATE/ZIP : CA  91301
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,811.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,840.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030944060     MORTGAGORS: KAMHI                IZIDOR
                               KAMHI                ANDREA
    REGION CODE    ADDRESS   : 15 KENWOOD DRIVE
        01         CITY      :    WOODCLIFF LAKE
                   STATE/ZIP : NJ  07675
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,813.53  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,280.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 78.94700
    ----------------------------------------------------------------
0   0030944078     MORTGAGORS: ZEOLLA               GEORGE
                               ZEOLLA               SUZAN
    REGION CODE    ADDRESS   : 20 WINTERBERRY LANE
        01         CITY      :    BRIARCLIFF MANOR
                   STATE/ZIP : NY  10510
    MORTGAGE AMOUNT :   225,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    224,841.19  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,611.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 67.64200
    ----------------------------------------------------------------
0   0030944086     MORTGAGORS: CROW                 DEBRA

    REGION CODE    ADDRESS   : 1617 SEABORN COURT
        01         CITY      :    ALAMEDA
                   STATE/ZIP : CA  95401
    MORTGAGE AMOUNT :   237,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    237,340.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,742.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,426,500.00
                               P & I AMT:     10,334.59
                               UPB AMT:   1,425,514.77

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          147
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030944144     MORTGAGORS: NELSON               GLEN
                               NELSON               RITA
    REGION CODE    ADDRESS   : 35 MADRID COURT
        01         CITY      :    DANVILLE
                   STATE/ZIP : CA  94506
    MORTGAGE AMOUNT :   310,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    309,781.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,220.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 50.81900
    ----------------------------------------------------------------
0   0030944185     MORTGAGORS: KING                 KEVIN

    REGION CODE    ADDRESS   : 120 INLAND DRIVE
        01         CITY      :    ATLANTA
                   STATE/ZIP : GA  30342
    MORTGAGE AMOUNT :   220,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    220,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,541.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030944227     MORTGAGORS: WALKER               CHARLES
                               WALKER               ANNETTE
    REGION CODE    ADDRESS   : 23291 VIA PARDAL
        01         CITY      :    COTO DE CAZA
                   STATE/ZIP : CA  92769
    MORTGAGE AMOUNT :   409,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    409,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,076.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 71.84200
    ----------------------------------------------------------------
0   0030944292     MORTGAGORS: LI                   SAI
                               LEUNG                MAN
    REGION CODE    ADDRESS   : 755 SWEETBAY DRIVE
        01         CITY      :    SUNNYVALE
                   STATE/ZIP : CA  94086
    MORTGAGE AMOUNT :   348,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    348,559.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,529.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030944334     MORTGAGORS: CONWAY               DAVID
                               CONWAY               JULIE
    REGION CODE    ADDRESS   : 284 KNOX PLACE
        01         CITY      :    COSTA MESA
                   STATE/ZIP : CA  92627
    MORTGAGE AMOUNT :   221,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    220,840.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,564.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 74.91500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,509,700.00
                               P & I AMT:     10,931.67
                               UPB AMT:   1,509,081.19

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          148
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030944508     MORTGAGORS: DUNCAN               JOHN
                               DUNCAN               JACQUELINE
    REGION CODE    ADDRESS   : 664 WILD OAK DRIVE
        01         CITY      :    SANTA ROSA
                   STATE/ZIP : CA  95409
    MORTGAGE AMOUNT :   237,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    236,828.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,677.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 72.47700
    ----------------------------------------------------------------
0   0030944607     MORTGAGORS: ORLOWSKI             JAMES
                               ORLOWSKI             KATHRYN
    REGION CODE    ADDRESS   : 11862 REAGAN ST
        01         CITY      :    LOS ALAMITOS
                   STATE/ZIP : CA  90720
    MORTGAGE AMOUNT :   301,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    300,562.91  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,130.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 89.85000
    ----------------------------------------------------------------
0   0030944623     MORTGAGORS: HARMSEN              ELISA

    REGION CODE    ADDRESS   : 2217 N. FORBES AVE
        01         CITY      :    CLAREMONT
                   STATE/ZIP : CA  91711
    MORTGAGE AMOUNT :   230,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    229,720.35  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,768.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.50000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.50000  PRODUCT CODE      :   002
    LTV :                 69.69600
    ----------------------------------------------------------------
0   0030944680     MORTGAGORS: BROWN                MICHAEL
                               BROWN                CHRISTINE
    REGION CODE    ADDRESS   : 21879 HYDE PARK DRIVE
        01         CITY      :    ASHBURN
                   STATE/ZIP : VA  20147
    MORTGAGE AMOUNT :   236,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    236,220.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,632.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.98800
    ----------------------------------------------------------------
0   0030944748     MORTGAGORS: FRASCO               ALEXANDER
                               FRASCO               ANN
    REGION CODE    ADDRESS   : 33 LASALLE DRIVE
        01         CITY      :    PIEDMONT
                   STATE/ZIP : CA  94611
    MORTGAGE AMOUNT :   515,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    514,627.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,645.14  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 55.67567
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,519,400.00
                               P & I AMT:     10,854.33
                               UPB AMT:   1,517,959.11

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          149
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030944813     MORTGAGORS: ROOKE                CHRISTIOPHER
                               ROOKE                JUDITH
    REGION CODE    ADDRESS   : 370 SOUTH MORNING SUN AVE
        01         CITY      :    MILL VALLEY
                   STATE/ZIP : CA  94941
    MORTGAGE AMOUNT :   476,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    476,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,328.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030944839     MORTGAGORS: SCHIERL              JOSEPH
                               SCHIERL              PEGGY
    REGION CODE    ADDRESS   : 2609 NEWTON AVENUE SOUTH
        01         CITY      :    MINNEAPOLIS
                   STATE/ZIP : MN  55405
    MORTGAGE AMOUNT :   457,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    456,860.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,196.81  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.99300
    ----------------------------------------------------------------
0   0030944847     MORTGAGORS: DIXON                JOEL
                               DIXON                ELLA
    REGION CODE    ADDRESS   : 17918 DOTY AVE
        01         CITY      :    TORRANCE
                   STATE/ZIP : CA  90504
    MORTGAGE AMOUNT :   224,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    224,173.99  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,589.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 89.80000
    ----------------------------------------------------------------
0   0030944946     MORTGAGORS: CASTORIA             DAREN
                               SAYLOR               SHAWNA
    REGION CODE    ADDRESS   : 20305 HERSHRY CIRCLE
        01         CITY      :    YORBA LINDA
                   STATE/ZIP : CA  92887
    MORTGAGE AMOUNT :   243,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,819.65  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,699.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030944987     MORTGAGORS: PULVINO              DENNIS

    REGION CODE    ADDRESS   : 2936 ALEXANDER ROAD
        01         CITY      :    LAGUNA BEACH
                   STATE/ZIP : CA  92651
    MORTGAGE AMOUNT :   304,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    304,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,151.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,704,700.00
                               P & I AMT:     11,964.86
                               UPB AMT:   1,703,854.33

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          150
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030945000     MORTGAGORS: KARANT               WILLIAM

    REGION CODE    ADDRESS   : 2604 TWELVE OAKS LANE
        01         CITY      :    COLLEYVILLE
                   STATE/ZIP : TX  76034
    MORTGAGE AMOUNT :   274,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    273,816.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,010.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 73.95000
    ----------------------------------------------------------------
0   0030945026     MORTGAGORS: ABRAMS               HOWARD

    REGION CODE    ADDRESS   : 6597 EAST OAK SPRINGS DRIVE
        01         CITY      :    AGOURA
                   STATE/ZIP : CA  91301
    MORTGAGE AMOUNT :   255,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,028.76  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,872.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030945133     MORTGAGORS: TOLENTINO            AMELITA

    REGION CODE    ADDRESS   : 3841 LOS ALTOS COURT
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95121
    MORTGAGE AMOUNT :   238,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    238,238.94  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,791.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 78.19600
    ----------------------------------------------------------------
0   0030945182     MORTGAGORS: KAHN                 DONALD

    REGION CODE    ADDRESS   : 1710 TROPICAL AVENUE
        01         CITY      :    BEVERLY HILLS
                   STATE/ZIP : CA  90210
    MORTGAGE AMOUNT :   550,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    549,640.22  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,083.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 44.00000
    ----------------------------------------------------------------
0   0030945224     MORTGAGORS: FULMIS               JAMES
                               ROULO                KARIN
    REGION CODE    ADDRESS   : 4373 BECK AVENUE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  91604
    MORTGAGE AMOUNT :   376,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    375,741.23  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,726.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,693,700.00
                               P & I AMT:     12,484.86
                               UPB AMT:   1,692,465.31

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          151
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030945364     MORTGAGORS: THOMPSON             KENNETH
                               THOMPSON             JULIE
    REGION CODE    ADDRESS   : 6319 CLARIDGE DRIVE SOUTH
        01         CITY      :    FREDERICK
                   STATE/ZIP : MD  21701
    MORTGAGE AMOUNT :   221,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    221,443.60  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,587.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 89.98984
    ----------------------------------------------------------------
0   0030945448     MORTGAGORS: BOUDREAUX            SCOTT
                               BOUDREAUX            JONI
    REGION CODE    ADDRESS   : 359 VALLEY VIEW LANE
        01         CITY      :    UWCHLAN TOWNSHIP
                   STATE/ZIP : PA  19425
    MORTGAGE AMOUNT :   269,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    268,890.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,835.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030945489     MORTGAGORS: MARCHESE             MARIAN

    REGION CODE    ADDRESS   : 924 BRYN MAWR AVENUE
        01         CITY      :    PENN VALLEY
                   STATE/ZIP : PA  19072
    MORTGAGE AMOUNT :   343,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    343,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,519.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030945919     MORTGAGORS: ROE                  HENRY

    REGION CODE    ADDRESS   : 111 HARDSCRABBLE ROAD
        01         CITY      :    BORO OF MENDHAM
                   STATE/ZIP : NJ  07945
    MORTGAGE AMOUNT :   235,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    235,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,703.92  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 50.53700
    ----------------------------------------------------------------
0   0030945950     MORTGAGORS: RESNICK              BRUCE

    REGION CODE    ADDRESS   : 3296 WHIDBY ROAD
        01         CITY      :    BUFORD
                   STATE/ZIP : GA  30518
    MORTGAGE AMOUNT :   282,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    282,600.41  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,026.01  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,351,900.00
                               P & I AMT:      9,672.99
                               UPB AMT:   1,351,334.08

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          152
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030946081     MORTGAGORS: SPENCER              BRUCE
                               SPENCER              PAMELA
    REGION CODE    ADDRESS   : 2 TORIES LANE
        01         CITY      :    PARSIPPANY-TROY HILL
                   STATE/ZIP : NJ  07054
    MORTGAGE AMOUNT :   264,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    264,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,823.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030946099     MORTGAGORS: ONEIL                KEVIN
                               ONEIL                SUSAN
    REGION CODE    ADDRESS   : 10678 EAST TOPAZ DRIVE
        01         CITY      :    SCOTTSDALE
                   STATE/ZIP : AZ  85258
    MORTGAGE AMOUNT :   266,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,766.29  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,935.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030946214     MORTGAGORS: LEE                  JONG-HOON
                               LEE                  YOU-ME
    REGION CODE    ADDRESS   : 10905 LAMPLIGHTER LANE
        01         CITY      :    POTOMAC
                   STATE/ZIP : MD  20854
    MORTGAGE AMOUNT :   393,650.00  OPTION TO CONVERT :
    UNPAID BALANCE :    393,357.85  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,752.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.99100
    ----------------------------------------------------------------
0   0030946305     MORTGAGORS: BIRD                 RICHARD
                               WHITTINGTON          HEATHER
    REGION CODE    ADDRESS   : 22 ELMHURST ROAD
        01         CITY      :    ARLINGTON
                   STATE/ZIP : MA  02174
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,805.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,970.14  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 68.75000
    ----------------------------------------------------------------
0   0030946438     MORTGAGORS: HOLMES               RONALD

    REGION CODE    ADDRESS   : 4318 BEECHWOOD LANE
        01         CITY      :    DALLAS
                   STATE/ZIP : TX  75220
    MORTGAGE AMOUNT :   312,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    311,995.78  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,318.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 68.31500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,511,800.00
                               P & I AMT:     10,799.64
                               UPB AMT:   1,510,925.82

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          153
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030946453     MORTGAGORS: DAVIS                RICHARD
                               BAKER                ELBA
    REGION CODE    ADDRESS   : 5211 HARVEY WAY
        01         CITY      :    LONG BEACH
                   STATE/ZIP : CA  90808
    MORTGAGE AMOUNT :   224,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    223,833.75  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,566.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030946461     MORTGAGORS: EHLERT               KURT
                               EHLERT               LORI
    REGION CODE    ADDRESS   : 1585 BARRINGTON WOODS
        01         CITY      :    BROOKFIELD
                   STATE/ZIP : WI  53005
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,802.37  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,005.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030946503     MORTGAGORS: DEIBLER              LARRY
                               DEIBLER              JUDITH
    REGION CODE    ADDRESS   : 255 TAMARISK DRIVE
        01         CITY      :    WALNUT CREEK
                   STATE/ZIP : CA  94598
    MORTGAGE AMOUNT :   267,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,816.25  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,935.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 78.07000
    ----------------------------------------------------------------
0   0030946511     MORTGAGORS: LOWE                 HOWARD
                               LOWE                 MONA
    REGION CODE    ADDRESS   : 30 BRISTOL GREEN
        01         CITY      :    SAN ANTONIO
                   STATE/ZIP : TX  78209
    MORTGAGE AMOUNT :   384,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    383,742.34  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,817.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030946529     MORTGAGORS: SIMMONS              DANIEL
                               SIMMONS              SANDRA
    REGION CODE    ADDRESS   : 364 ARCHES AVENUE
        01         CITY      :    EL DORADO HILLS
                   STATE/ZIP : CA  95762
    MORTGAGE AMOUNT :   227,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    226,839.78  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,626.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 78.81900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,382,000.00
                               P & I AMT:      9,952.07
                               UPB AMT:   1,381,034.49

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          154
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030946552     MORTGAGORS: MOSER                STEVE
                               MOSER                ANNE
    REGION CODE    ADDRESS   : 536 WHITING WOODS ROAD
        01         CITY      :    GLENDALE
                   STATE/ZIP : CA  91208
    MORTGAGE AMOUNT :   312,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    311,785.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,262.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 78.98700
    ----------------------------------------------------------------
0   0030946651     MORTGAGORS: KOBRIN               NEIL
                               KOBRIN               MARSHA
    REGION CODE    ADDRESS   : 618-626 RALSTON AVENUE
        01         CITY      :    MILL VALLEY
                   STATE/ZIP : CA  94941
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,803.76  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,227.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 63.82978
    ----------------------------------------------------------------
0   0030946867     MORTGAGORS: SONNTAG              GREGORY

    REGION CODE    ADDRESS   : 2452 E OMEGA
        01         CITY      :    MESA
                   STATE/ZIP : AZ  85213
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,812.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,054.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030946958     MORTGAGORS: VOSS                 JEFFREY
                               VOSS                 LORI
    REGION CODE    ADDRESS   : 380 CROSS CREEK
        01         CITY      :    ROCHESTER HILLS
                   STATE/ZIP : MI  48306
    MORTGAGE AMOUNT :   290,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,805.41  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,127.92  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.67000
    ----------------------------------------------------------------
0   0030947071     MORTGAGORS: HUMPHREYS            BRYAN
                               HUMPHREYS            CAROL
    REGION CODE    ADDRESS   : 20 OCEAN VISTA
        01         CITY      :    NEWPORT BEACH
                   STATE/ZIP : CA  92660
    MORTGAGE AMOUNT :   360,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    360,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,548.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 61.53800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,542,000.00
                               P & I AMT:     11,220.23
                               UPB AMT:   1,541,206.58

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          155
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030947089     MORTGAGORS: FARIGHI              ALIREZA
                               FARIGHI              NASRIN
    REGION CODE    ADDRESS   : 1001 SOUTH BECKETT COURT
        01         CITY      :    ANAHEIM
                   STATE/ZIP : CA  92808
    MORTGAGE AMOUNT :   287,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    286,997.29  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,057.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030947121     MORTGAGORS: HAWES                MICHAEL
                               HAWES                TERRY
    REGION CODE    ADDRESS   : 9789 MONTEGO STREET
        01         CITY      :    WINDSOR
                   STATE/ZIP : CA  95492
    MORTGAGE AMOUNT :   238,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    238,285.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,728.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030947329     MORTGAGORS: KALLMAN              RICHARD

    REGION CODE    ADDRESS   : 138 VALESI DRIVE
        01         CITY      :    MARLBORO
                   STATE/ZIP : NJ  07751
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    350,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,537.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 58.33300
    ----------------------------------------------------------------
0   0030947519     MORTGAGORS: TRITSCHLER           DAVID
                               TRITSCHLER           CYNTHIA
    REGION CODE    ADDRESS   : 2948 CHRIS LANE
        01         CITY      :    GRAPEVINE
                   STATE/ZIP : TX  76051
    MORTGAGE AMOUNT :   110,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    110,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :       769.14  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030947527     MORTGAGORS: WILDE                JERRY
                               WILDE                JUDITH
    REGION CODE    ADDRESS   : 6050 E SUNNYSIDE DR
        01         CITY      :    SCOTTSDALE
                   STATE/ZIP : AZ  85254
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    499,655.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,625.35  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 59.88000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,485,650.00
                               P & I AMT:     10,718.70
                               UPB AMT:   1,484,939.09

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          156
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030947618     MORTGAGORS: FLEISCHMANN          DAVID
                               FLEISHMANN           STEPHANIE
    REGION CODE    ADDRESS   : 131 SKYVIEW COURT
        01         CITY      :    LOUISVILLE
                   STATE/ZIP : CO  80027
    MORTGAGE AMOUNT :   227,050.00  OPTION TO CONVERT :
    UNPAID BALANCE :    226,885.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,607.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030947642     MORTGAGORS: GUTIERREZ            NICHOLAS
                               GUTIERREZ            LINDA
    REGION CODE    ADDRESS   : 1415 LISA WAY
        01         CITY      :    ESCONDIDO
                   STATE/ZIP : CA  92027
    MORTGAGE AMOUNT :   117,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    117,414.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :       831.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 54.02200
    ----------------------------------------------------------------
0   0030947691     MORTGAGORS: COOPER               ALAN
                               COOPER               LISA
    REGION CODE    ADDRESS   : 482 HARRIS
        01         CITY      :    COPPELL
                   STATE/ZIP : TX  75019
    MORTGAGE AMOUNT :   330,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    329,767.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,364.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 71.89542
    ----------------------------------------------------------------
0   0030947766     MORTGAGORS: COHEN                DAVID
                               COHEN                CARA
    REGION CODE    ADDRESS   : 9 BLACK TAIL LANE
        01         CITY      :    MONTEREY
                   STATE/ZIP : CA  93940
    MORTGAGE AMOUNT :   327,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    326,774.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,370.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 71.86800
    ----------------------------------------------------------------
0   0030947949     MORTGAGORS: SANCHEZ              IGNACIO
                               SANCHEZ              KIMBERLY
    REGION CODE    ADDRESS   : 4732 PALM AVENUE
        01         CITY      :    YORBA LINDA
                   STATE/ZIP : CA  92886
    MORTGAGE AMOUNT :   545,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    544,634.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,999.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 66.06000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,546,550.00
                               P & I AMT:     11,172.88
                               UPB AMT:   1,545,476.97

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          157
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030948004     MORTGAGORS: HIRSCH               NICOLE

    REGION CODE    ADDRESS   : 4968 LOS FELIZ BLVEVARD
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90027
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,807.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,030.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030948020     MORTGAGORS: BROWN                RICHARD
                               BROWN                DIANE
    REGION CODE    ADDRESS   : 28041 NORTH LIANA LANE
        01         CITY      :    VALENCIA
                   STATE/ZIP : CA  91354
    MORTGAGE AMOUNT :   260,650.00  OPTION TO CONVERT :
    UNPAID BALANCE :    260,650.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,822.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.99300
    ----------------------------------------------------------------
0   0030948129     MORTGAGORS: HAGMAYER             RICHARD

    REGION CODE    ADDRESS   : 33 CHATEAU CIRCLE
        01         CITY      :    MARLTON
                   STATE/ZIP : NJ  08053
    MORTGAGE AMOUNT :   223,655.00  OPTION TO CONVERT :
    UNPAID BALANCE :    223,504.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,641.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 94.71100
    ----------------------------------------------------------------
0   0030948137     MORTGAGORS: SOFOKLEOUS           HELEN
                               KARALAZARIDES        MARIA
    REGION CODE    ADDRESS   : 146-37 22ND AVENUE
        01         CITY      :    WHITESTONE
                   STATE/ZIP : NY  11357
    MORTGAGE AMOUNT :   274,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,320.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,038.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030948145     MORTGAGORS: BJERKE               JACK
                               BJERKE               DIANE
    REGION CODE    ADDRESS   : 1804 EAST SHORE DRIVE
        01         CITY      :    DETROIT LAKES
                   STATE/ZIP : MN  56501
    MORTGAGE AMOUNT :   272,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,835.23  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,091.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,310,805.00
                               P & I AMT:      9,623.42
                               UPB AMT:   1,310,117.88

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          158
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030948152     MORTGAGORS: ZAGAMI               HARRY
                               ZAGAMI               DEBORAH
    REGION CODE    ADDRESS   : 909 WILLIAM MEADE COURT
        01         CITY      :    DAVIDSONVILLE
                   STATE/ZIP : MD  21035
    MORTGAGE AMOUNT :   395,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    394,721.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,829.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 83.15700
    ----------------------------------------------------------------
0   0030948178     MORTGAGORS: MILLER               DAVID
                               MILLER               DIAN
    REGION CODE    ADDRESS   : 12807 SAGAMORE FOREST LANE
        01         CITY      :    REISTERSTOWN
                   STATE/ZIP : MD  21136
    MORTGAGE AMOUNT :   328,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    328,068.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,351.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 73.77500
    ----------------------------------------------------------------
0   0030948194     MORTGAGORS: PARKER               ALLEGRO
                               PARKER               ADELAIDE
    REGION CODE    ADDRESS   : 1400 MAYHURST BOULEVARD
        01         CITY      :    MCLEAN
                   STATE/ZIP : VA  22102
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,731.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,935.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 66.77700
    ----------------------------------------------------------------
0   0030948327     MORTGAGORS: SELLERS              DARROW
                               STRACUZZI            GAIL
    REGION CODE    ADDRESS   : 25170 BARONET DRIVE
        01         CITY      :    SALINAS
                   STATE/ZIP : CA  93908
    MORTGAGE AMOUNT :   316,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    315,782.53  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,291.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 75.84800
    ----------------------------------------------------------------
0   0030948376     MORTGAGORS: TSE                  BRYAN
                               CHUNG                KAMY
    REGION CODE    ADDRESS   : 6 HEMINGWAY COURT
        01         CITY      :    MARLBORO
                   STATE/ZIP : NJ  07751
    MORTGAGE AMOUNT :   373,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    373,549.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,742.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,813,100.00
                               P & I AMT:     13,150.92
                               UPB AMT:   1,811,852.81

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          159
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030948517     MORTGAGORS: HSU                  HOU
                               HSU                  JULIE
    REGION CODE    ADDRESS   : 1091 MILLER AVENUE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95129
    MORTGAGE AMOUNT :   262,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    261,824.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,922.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 74.85710
    ----------------------------------------------------------------
0   0030948673     MORTGAGORS: MALOUF               GEORGE
                               MALOUF               CAROL
    REGION CODE    ADDRESS   : 19 ELDERBERRY
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92612
    MORTGAGE AMOUNT :   273,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    273,496.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,913.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 70.17948
    ----------------------------------------------------------------
0   0030948699     MORTGAGORS: MOFFAT               JAMES
                               MOFFAT               ROBBIE
    REGION CODE    ADDRESS   : 842 RADCLIFF WAY
        01         CITY      :    SUNNYVALE
                   STATE/ZIP : CA  94807
    MORTGAGE AMOUNT :   460,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    459,658.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,216.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030948814     MORTGAGORS: O'SHAUGHNESSY        JAMES
                               O'SHAUGHNESSY        CHRISTINE
    REGION CODE    ADDRESS   : 12 PETER HOBART DRIVE
        01         CITY      :    HINGHAM
                   STATE/ZIP : MA  02043
    MORTGAGE AMOUNT :   236,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    236,700.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,736.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 85.76000
    ----------------------------------------------------------------
0   0030948863     MORTGAGORS: CORNING              EDWARD
                               CORNING              SANDRA
    REGION CODE    ADDRESS   : 38 THUNDER LAKE ROAD
        01         CITY      :    WILTON
                   STATE/ZIP : CT  06897
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    300,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,175.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 64.51600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,532,400.00
                               P & I AMT:     10,964.63
                               UPB AMT:   1,531,679.70

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          160
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030948988     MORTGAGORS: HOWE                 STEVEN
                               RABANAL HOWE         ZENAIDA
    REGION CODE    ADDRESS   : 11972 WALLINGSFORD ROAD
        01         CITY      :    LOS ALAMITOS
                   STATE/ZIP : CA  90720
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,807.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,817.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 77.61100
    ----------------------------------------------------------------
0   0030948996     MORTGAGORS: GARCIA               EDWARD
                               GARCIA               SANDRA
    REGION CODE    ADDRESS   : 3211 STIMSON WAY
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95135
    MORTGAGE AMOUNT :   264,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    264,100.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,007.35  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030949036     MORTGAGORS: SPENCE               ROBERT
                               SOPCAK               SUSAN
    REGION CODE    ADDRESS   : 15638 HULL COURT
        01         CITY      :    SAN LEANDRO
                   STATE/ZIP : CA  94579
    MORTGAGE AMOUNT :   243,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,819.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,699.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.81400
    ----------------------------------------------------------------
0   0030949093     MORTGAGORS: LELII                RALPH
                               DUNPHY               LINDA
    REGION CODE    ADDRESS   : 820 PAXON  HOLLOW  ROAD
        01         CITY      :    MEDIA
                   STATE/ZIP : PA  19063
    MORTGAGE AMOUNT :   230,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    230,641.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,673.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 88.76900
    ----------------------------------------------------------------
0   0030949176     MORTGAGORS: FUNG                 ALBERT
                               CHUA-FUNG            GEORGINA
    REGION CODE    ADDRESS   : 76 ROSSI AVENUE
        01         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94118
    MORTGAGE AMOUNT :   536,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    535,621.70  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,839.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,533,900.00
                               P & I AMT:     11,037.83
                               UPB AMT:   1,532,989.57

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          161
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030949242     MORTGAGORS: COLMAN               RICHARD
                               COLMAN               RHODA
    REGION CODE    ADDRESS   : 3201 BAYSHORE DRIVE
        01         CITY      :    WESTLAKE VILLAGE
                   STATE/ZIP : CA  91361
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,287.78  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,748.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   12/01/26
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 69.44400
    ----------------------------------------------------------------
0   0030949317     MORTGAGORS: COLEMAN              FRANK
                               COLEMAN              KATHRYN
    REGION CODE    ADDRESS   : 9729 146TH PLACE SOUTHEAST
        01         CITY      :    SNOHOMISH
                   STATE/ZIP : WA  98290
    MORTGAGE AMOUNT :   250,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,568.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,774.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 85.00000
    ----------------------------------------------------------------
0   0030949341     MORTGAGORS: AUSTIN               STEPHEN
                               AUSTIN               ADRIENNE
    REGION CODE    ADDRESS   : 826 PELICAN LANE
        01         CITY      :    COPPELL
                   STATE/ZIP : TX  75019
    MORTGAGE AMOUNT :   186,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    186,268.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,335.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030949440     MORTGAGORS: BERTRAM              GEORGE
                               BERTRAM              NELDA
    REGION CODE    ADDRESS   : 1697 ALAMO PINTADO ROAD
        01         CITY      :    SOLVANG
                   STATE/ZIP : CA  93463
    MORTGAGE AMOUNT :   362,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    360,712.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,531.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   05/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 68.95000
    ----------------------------------------------------------------
0   0030949655     MORTGAGORS: BLANKSTEIN           STUART
                               BLANKSTEIN           KAREN
    REGION CODE    ADDRESS   : 729 LABURNAM
        01         CITY      :    NORTHBROOK
                   STATE/ZIP : IL  60062
    MORTGAGE AMOUNT :   378,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    378,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,773.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,427,150.00
                               P & I AMT:     10,163.03
                               UPB AMT:   1,423,837.46

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          162
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030949713     MORTGAGORS: GREENE               GREGORY
                               GREENE               IRVA
    REGION CODE    ADDRESS   : 15116 JENKINS RIDGE ROAD
        01         CITY      :    BOWIE
                   STATE/ZIP : MD  20721
    MORTGAGE AMOUNT :   262,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    262,332.62  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,972.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0030949770     MORTGAGORS: HEIN                 DEREK
                               HEIN                 MELANIE
    REGION CODE    ADDRESS   : 456 NORTH 600 EAST
        01         CITY      :    LINDON
                   STATE/ZIP : UT  84042
    MORTGAGE AMOUNT :   220,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    219,848.59  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,595.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030949796     MORTGAGORS: REITH                DENNIS
                               REITH                GLORIA
    REGION CODE    ADDRESS   : 1211 WOODSPOINT DRIVE
        01         CITY      :    MILFORD
                   STATE/ZIP : OH  45150
    MORTGAGE AMOUNT :   259,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,877.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 69.06666
    ----------------------------------------------------------------
0   0030949838     MORTGAGORS: ZORASTER             RICHARD
                               VAN HEST             INA
    REGION CODE    ADDRESS   : 46-404 HULUPALA PLACE
        01         CITY      :    KANEOHE
                   STATE/ZIP : HI  96744
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    500,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,453.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 78.12500
    ----------------------------------------------------------------
0   0030949929     MORTGAGORS: BEYER                BRENT
                               BEYER                DEBRA
    REGION CODE    ADDRESS   : 637 APLACHICOLA ROAD
        01         CITY      :    VENICE
                   STATE/ZIP : FL  34285
    MORTGAGE AMOUNT :   232,560.00  OPTION TO CONVERT :
    UNPAID BALANCE :    232,403.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,706.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,474,060.00
                               P & I AMT:     10,604.99
                               UPB AMT:   1,473,585.16

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          163
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030949952     MORTGAGORS: EL FAYE              ALAN
                               EL FAYE              JONE
    REGION CODE    ADDRESS   : 1324 MARINE AVE
        01         CITY      :    MANHATTAN BEACH
                   STATE/ZIP : CA  90266
    MORTGAGE AMOUNT :   471,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    471,391.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,258.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 85.00000
    ----------------------------------------------------------------
0   0030949978     MORTGAGORS: HAHN                 DAVID
                               HAHN                 ALISON
    REGION CODE    ADDRESS   : 7 BELLE ISLE DRIVE
        01         CITY      :    LAGUNA NIGUEL
                   STATE/ZIP : CA  92677
    MORTGAGE AMOUNT :   253,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    253,429.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,859.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.99000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.99000  PRODUCT CODE      :   002
    LTV :                 74.58800
    ----------------------------------------------------------------
0   0030949986     MORTGAGORS: BARTH                PAUL
                               BARTH                CINDY
    REGION CODE    ADDRESS   : 4 STALLION ROAD
        01         CITY      :    RANCHO PALOS VERDES
                   STATE/ZIP : CA  90275
    MORTGAGE AMOUNT :   294,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    294,207.41  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,185.92  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030950000     MORTGAGORS: HOREY                FRANK
                               HOREY                MARY
    REGION CODE    ADDRESS   : 17905 PARTHENIA STREET
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  91325
    MORTGAGE AMOUNT :   195,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    194,858.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,380.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 58.64600
    ----------------------------------------------------------------
0   0030950075     MORTGAGORS: SIU                  DAVID
                               SIU                  WENDY
    REGION CODE    ADDRESS   : 31311 PASEO MONTEVIDEO
        01         CITY      :    SAN JUAN CAPISTRANO
                   STATE/ZIP : CA  92675
    MORTGAGE AMOUNT :   309,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    309,700.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,139.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 75.58700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,524,450.00
                               P & I AMT:     10,822.46
                               UPB AMT:   1,523,586.80

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          164
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030950174     MORTGAGORS: APT                  SAM
                               BLAAUW               INGRID
    REGION CODE    ADDRESS   : 1615 PANDORA AVENUE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90024
    MORTGAGE AMOUNT :   401,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    400,716.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,872.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 76.38000
    ----------------------------------------------------------------
0   0030950265     MORTGAGORS: BUCHALSKI            MARTIN
                               BUCHALSKI            DEBRA
    REGION CODE    ADDRESS   : 17 CUNNINGHAM LANE
        01         CITY      :    CHERRY HILL
                   STATE/ZIP : NJ  08003
    MORTGAGE AMOUNT :   375,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    375,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,719.01  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 61.98300
    ----------------------------------------------------------------
0   0030950315     MORTGAGORS: KAVAJECZ             KENNETH
                               KAVAJECZ             JOAN
    REGION CODE    ADDRESS   : 1894 HAWTHORNE PLACE
        01         CITY      :    PAOLI
                   STATE/ZIP : PA  19301
    MORTGAGE AMOUNT :   289,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,519.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,201.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 94.98300
    ----------------------------------------------------------------
0   0030950448     MORTGAGORS: WARD                 JOHN
                               WARD                 SIGALIT
    REGION CODE    ADDRESS   : 310-310A LONG FELLOW AVENUE
        01         CITY      :    HERMOSA BEACH
                   STATE/ZIP : CA  90254
    MORTGAGE AMOUNT :   392,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    392,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,743.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030950471     MORTGAGORS: RATHBUN              WALTON
                               RATHBUN              LINDA
    REGION CODE    ADDRESS   : 13907 MENNONITE POINT
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92129
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,809.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,726.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 73.74600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,708,100.00
                               P & I AMT:     12,264.17
                               UPB AMT:   1,707,446.67

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          165
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030950497     MORTGAGORS: SHEPPARD             CHRISTOPHER

    REGION CODE    ADDRESS   : 1100 ADELLA AVENUE # 31
        01         CITY      :    CORONADO
                   STATE/ZIP : CA  92118
    MORTGAGE AMOUNT :   285,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    283,929.10  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,992.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   04/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0030950539     MORTGAGORS: MUSE                 LEE
                               MUSE                 SANDRA
    REGION CODE    ADDRESS   : 28242 SAN MARCOS
        01         CITY      :    MISSION VIEJO
                   STATE/ZIP : CA  92692
    MORTGAGE AMOUNT :   322,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    320,868.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,254.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   04/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0030950646     MORTGAGORS: FREEDENFELD          WARREN
                               FREEDENFELD          GLORIA
    REGION CODE    ADDRESS   : 85-87 ATWOOD AVE
        01         CITY      :    NEWTON
                   STATE/ZIP : MA  02157
    MORTGAGE AMOUNT :   407,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    407,004.53  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,133.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.50000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.50000  PRODUCT CODE      :   002
    LTV :                 79.90100
    ----------------------------------------------------------------
0   0030950737     MORTGAGORS: PELON                BERNARD
                               PELON-PUTUKIAN       LISA
    REGION CODE    ADDRESS   : 145 TRAPELO ROAD
        01         CITY      :    LINCOLN
                   STATE/ZIP : MA  01773
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    300,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,280.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 75.66200
    ----------------------------------------------------------------
0   0030950760     MORTGAGORS: WOOD                 JASON
                               CRISP                CANDACE
    REGION CODE    ADDRESS   : 151 SOUTH HERMOSA AVENUE
        01         CITY      :    SIERRA MADRE
                   STATE/ZIP : CA  91024
    MORTGAGE AMOUNT :   356,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    356,198.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,553.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 89.89900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,671,450.00
                               P & I AMT:     12,214.93
                               UPB AMT:   1,668,000.93

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          166
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030950778     MORTGAGORS: ASTOLFI              ROBERT
                               ASTOLFI              JENNIFER
    REGION CODE    ADDRESS   : 1429 KENSINGTON COURT
        01         CITY      :    SOUTHLAKE
                   STATE/ZIP : TX  76092
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    240,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,719.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030951073     MORTGAGORS: LAWRENCE             ROY
                               LAWRENCE             JANET
    REGION CODE    ADDRESS   : 52 OAKHURST ROAD
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92620
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,817.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,783.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030951081     MORTGAGORS: RAKESTRAW            MICHAEL

    REGION CODE    ADDRESS   : 330 MAGNOLIA DRIVE
        01         CITY      :    LAGUNA BEACH
                   STATE/ZIP : CA  92651
    MORTGAGE AMOUNT :   290,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,795.32  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,077.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 52.72700
    ----------------------------------------------------------------
0   0030951115     MORTGAGORS: SMITH                DANIEL
                               SMITH                SANDRA
    REGION CODE    ADDRESS   : 17323 OSBORNE STREET
        01         CITY      :    NORTHRIDGE AREA
                   STATE/ZIP : CA  91325
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,819.05  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,769.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 78.12500
    ----------------------------------------------------------------
0   0030951149     MORTGAGORS: TUTINO               JOSEPH
                               TUTINO               JENNIFER
    REGION CODE    ADDRESS   : 230 MARCIA WAY
        01         CITY      :    BRIDGEWATER
                   STATE/ZIP : NJ  08807
    MORTGAGE AMOUNT :   232,050.00  OPTION TO CONVERT :
    UNPAID BALANCE :    231,894.29  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,702.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 93.09100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,264,050.00
                               P & I AMT:      9,052.83
                               UPB AMT:   1,263,326.27

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          167
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030951255     MORTGAGORS: BECK                 GEORGE
                               BECK                 BONI
    REGION CODE    ADDRESS   : 27201 PUEBLO NUEVO
        01         CITY      :    MISSION VIEJO
                   STATE/ZIP : CA  92691
    MORTGAGE AMOUNT :   256,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    256,299.91  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,749.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030951289     MORTGAGORS: CORBY                GALEY
                               CORBY                ANITA
    REGION CODE    ADDRESS   : 24305 7TH AVENUE SOUTH
        01         CITY      :    SEATTLE
                   STATE/ZIP : WA  98198
    MORTGAGE AMOUNT :   267,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,816.25  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,935.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 44.50000
    ----------------------------------------------------------------
0   0030951305     MORTGAGORS: FOX                  DANA
                               FOX                  WYNNE
    REGION CODE    ADDRESS   : 9391 SOUTHSHORE DRIVE
        01         CITY      :    HUNTINGTON BEACH
                   STATE/ZIP : CA  92646
    MORTGAGE AMOUNT :   228,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    227,834.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,613.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 74.75400
    ----------------------------------------------------------------
0   0030951313     MORTGAGORS: MARNOCHA             THOMAS
                               MARNOCHA             HEIDI
    REGION CODE    ADDRESS   : 9381 SOUTHSHORE DRIVE
        01         CITY      :    HUNTINGTON BEACH
                   STATE/ZIP : CA  92646
    MORTGAGE AMOUNT :   233,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    233,730.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,655.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 75.45100
    ----------------------------------------------------------------
0   0030951321     MORTGAGORS: SCHULMAN             JOSEPH
                               SCHULMAN             BARBARA
    REGION CODE    ADDRESS   : 16050 COMET WAY
        01         CITY      :    SANTA CLARITA
                   STATE/ZIP : CA  91351
    MORTGAGE AMOUNT :   404,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    403,714.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,894.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,389,400.00
                               P & I AMT:      9,849.33
                               UPB AMT:   1,388,396.71

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          168
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030951529     MORTGAGORS: RUHE                 RICHARD
                               RUHE                 CATHERINE
    REGION CODE    ADDRESS   : 1802 VIA SINSONTE
        01         CITY      :    ESCONDIDO
                   STATE/ZIP : CA  92027
    MORTGAGE AMOUNT :   519,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    518,660.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,853.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 78.63600
    ----------------------------------------------------------------
0   0030951701     MORTGAGORS: CHAN                 JASON
                               CHAN                 LOIS
    REGION CODE    ADDRESS   : 2662 CALLE ALEGRE
        01         CITY      :    PLEASANTON
                   STATE/ZIP : CA  94566
    MORTGAGE AMOUNT :   324,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    323,759.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,265.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030951735     MORTGAGORS: HAYES                VICKI
                               WEGER                CHARLES
    REGION CODE    ADDRESS   : 10161 WAVELL ROAD
        01         CITY      :    FAIRFAX
                   STATE/ZIP : VA  22032
    MORTGAGE AMOUNT :   306,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    305,784.02  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,192.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 93.29200
    ----------------------------------------------------------------
0   0030952154     MORTGAGORS: HAKE                 JANET
                               HAKE                 GREGORY
    REGION CODE    ADDRESS   : 11769 CALMAR  DRIVE
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  91224
    MORTGAGE AMOUNT :   226,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    226,351.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,681.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 73.06400
    ----------------------------------------------------------------
0   0030952170     MORTGAGORS: WENK                 ROBERT
                               WENK                 BEVERLY
    REGION CODE    ADDRESS   : 100 PATERO DE ORO
        01         CITY      :    SAN CLEMENTE
                   STATE/ZIP : CA  92672
    MORTGAGE AMOUNT :   440,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    439,712.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,266.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,815,500.00
                               P & I AMT:     13,260.01
                               UPB AMT:   1,814,268.06

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          169
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030952220     MORTGAGORS: PARTHASARATHI        SANJAI
                               PARTHASARATHI        RAMYA
    REGION CODE    ADDRESS   : 2583 LAS PALMAS WAY
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95133
    MORTGAGE AMOUNT :   229,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    229,034.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,622.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.97620
    ----------------------------------------------------------------
0   0030952246     MORTGAGORS: DIEMER               DENNIS
                               DIEMER               CONNIE
    REGION CODE    ADDRESS   : 115 DEVONSHIRE BOULEVARD
        01         CITY      :    SAN CARLOS
                   STATE/ZIP : CA  94070
    MORTGAGE AMOUNT :   333,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    332,758.99  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,356.95  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 77.44180
    ----------------------------------------------------------------
0   0030952576     MORTGAGORS: KEIP                 JOSEPH
                               AGNELLO              SARA
    REGION CODE    ADDRESS   : 100 HARBOR DRIVE #1204
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92101
    MORTGAGE AMOUNT :   324,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    324,387.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,410.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 79.95000
    ----------------------------------------------------------------
0   0030952634     MORTGAGORS: CARATZOLA            FRANK

    REGION CODE    ADDRESS   : 13 MINUTEMAN COURT
        01         CITY      :    BERNARDS TWP
                   STATE/ZIP : NJ  07920
    MORTGAGE AMOUNT :   230,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    229,845.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,687.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.73900
    ----------------------------------------------------------------
0   0030952709     MORTGAGORS: REDA                 MARK
                               REDA                 SHERYL
    REGION CODE    ADDRESS   : 4106 E ELMWOOD STREET
        01         CITY      :    MESA
                   STATE/ZIP : AZ  85205
    MORTGAGE AMOUNT :   235,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    234,834.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,683.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 82.45600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,351,800.00
                               P & I AMT:      9,760.59
                               UPB AMT:   1,350,860.58

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          170
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030952873     MORTGAGORS: BRAND                STEPHEN

    REGION CODE    ADDRESS   : 4405 FOXHOLLOW COURT
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92130
    MORTGAGE AMOUNT :   380,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    379,751.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,821.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030952964     MORTGAGORS: DENARDIN             THOMAS
                               DENARDIN             PATRICIA
    REGION CODE    ADDRESS   : 4328 E. 110TH
        01         CITY      :    TULSA
                   STATE/ZIP : OK  74137
    MORTGAGE AMOUNT :   235,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    235,100.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,725.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 94.98900
    ----------------------------------------------------------------
0   0030952972     MORTGAGORS: MOORE                BRIAN
                               MOORE                DANIELLE
    REGION CODE    ADDRESS   : 13317 WYNGATE POINT
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92130
    MORTGAGE AMOUNT :   417,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    416,908.75  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,991.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.99600
    ----------------------------------------------------------------
0   0030952980     MORTGAGORS: MARCHI               MICHAEL

    REGION CODE    ADDRESS   : 3621 DEER TRAIL DRIVE
        01         CITY      :    DANVILLE
                   STATE/ZIP : CA  94506
    MORTGAGE AMOUNT :   559,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    558,036.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,632.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/17
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 66.54700
    ----------------------------------------------------------------
0   0030952998     MORTGAGORS: NEWTON               DOUGLAS
                               NEWTON               SHARON
    REGION CODE    ADDRESS   : 16540 NORTH WOODSON DRIVE
        01         CITY      :    RAMONA
                   STATE/ZIP : CA  92065
    MORTGAGE AMOUNT :   296,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,580.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,120.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,887,600.00
                               P & I AMT:     14,290.51
                               UPB AMT:   1,885,377.12

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          171
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030953111     MORTGAGORS: MALLAMACI            JOHN
                               MALLAMACI            CARMEN
    REGION CODE    ADDRESS   : 18 STIRLING TERRACE
        01         CITY      :    TOTOWA
                   STATE/ZIP : NJ  07512
    MORTGAGE AMOUNT :   268,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    268,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,919.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030953152     MORTGAGORS: HABBE                ROBERT
                               HABBE                NANCY
    REGION CODE    ADDRESS   : 8091 LOTTIE AVENUE
        01         CITY      :    LAS VEGAS
                   STATE/ZIP : NV  89129
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,821.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,678.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030953202     MORTGAGORS: DAVENPORT            RAYMOND
                               DAVENPORT            MARTHA
    REGION CODE    ADDRESS   : 161 NOE AVENUE
        01         CITY      :    CHATHAM
                   STATE/ZIP : NJ  07928
    MORTGAGE AMOUNT :   274,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,986.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 70.25600
    ----------------------------------------------------------------
0   0030953301     MORTGAGORS: OROZCO               LEO
                               OROZCO               MARIA
    REGION CODE    ADDRESS   : 14492 LINDEN AVENUE
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92606
    MORTGAGE AMOUNT :   245,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    245,700.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,824.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 89.34500
    ----------------------------------------------------------------
0   0030953418     MORTGAGORS: KALINA               ROBERT
                               KALINA               JEANNE
    REGION CODE    ADDRESS   : 108 NORTHWOOD ROAD
        01         CITY      :    FAIRFIELD
                   STATE/ZIP : CT  06432
    MORTGAGE AMOUNT :   225,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    224,845.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,631.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 54.21600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,252,700.00
                               P & I AMT:      9,040.51
                               UPB AMT:   1,252,367.04

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          172
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030953509     MORTGAGORS: BAKER                ANDUS
                               MURPHY               ROWAN
    REGION CODE    ADDRESS   : 22 GURNEY STREET
        01         CITY      :    CAMBRIDGE
                   STATE/ZIP : MA  02138
    MORTGAGE AMOUNT :   481,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    481,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,284.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030953640     MORTGAGORS: JACHTER              DAVID
                               JACHTER              KAREN
    REGION CODE    ADDRESS   : 902 DOWLING COURT
        01         CITY      :    SOUTHLAKE
                   STATE/ZIP : TX  76092
    MORTGAGE AMOUNT :   252,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    252,800.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,767.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030953665     MORTGAGORS: ROSENBLUM            JEFFREY
                               ROSENBLUM            LEONOR
    REGION CODE    ADDRESS   : 104 WISTERIA LANE
        01         CITY      :    MEDIA
                   STATE/ZIP : PA  19063
    MORTGAGE AMOUNT :   416,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    415,713.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,016.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.93400
    ----------------------------------------------------------------
0   0030953830     MORTGAGORS: KIRBY                CLARK

    REGION CODE    ADDRESS   : 31991 VIA PAVO REAL
        01         CITY      :    COTO DE CAZA
                   STATE/ZIP : CA  92679
    MORTGAGE AMOUNT :   364,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    364,236.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,579.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030953855     MORTGAGORS: SELIGMAN             HYATT
                               SELIGMAN             ROBIN
    REGION CODE    ADDRESS   : 6843 EAST HIDDEN OAKS LANE
        01         CITY      :    ORANGE
                   STATE/ZIP : CA  92667
    MORTGAGE AMOUNT :   400,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    400,509.91  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,836.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 64.12800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,915,600.00
                               P & I AMT:     13,485.34
                               UPB AMT:   1,914,759.80

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          173
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030953913     MORTGAGORS: ZEVALLOS             LEONARDO
                               ZEVALLOS             LORA
    REGION CODE    ADDRESS   : 26 KENNEDY COURT
        01         CITY      :    COTO DE CAZA
                   STATE/ZIP : CA  92679
    MORTGAGE AMOUNT :   367,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    366,493.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,661.01  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.97500
    ----------------------------------------------------------------
0   0030953996     MORTGAGORS: WILSON               DAN
                               WILSON               NANCY
    REGION CODE    ADDRESS   : 4341 EAST REGENCY AVE
        01         CITY      :    ORANGE
                   STATE/ZIP : CA  92867
    MORTGAGE AMOUNT :   405,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    405,306.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,870.81  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030954002     MORTGAGORS: KUPERSMITH           ROY
                               KUPERSMITH           ADRIANA
    REGION CODE    ADDRESS   : 20616 CHERRY WOOD COURT
        01         CITY      :    STERLING
                   STATE/ZIP : VA  20165
    MORTGAGE AMOUNT :   314,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    314,342.85  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,228.14  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 89.65300
    ----------------------------------------------------------------
0   0030954028     MORTGAGORS: PETERSON             MARK
                               PETERSON             LAURA
    REGION CODE    ADDRESS   : 2384 OLD RANCH ROAD
        01         CITY      :    ESCONDIGO
                   STATE/ZIP : CA  92027
    MORTGAGE AMOUNT :   263,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    262,636.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,906.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 94.98000
    ----------------------------------------------------------------
0   0030954044     MORTGAGORS: AKIYAMA              DENNY

    REGION CODE    ADDRESS   : 300 36TH STREET
        01         CITY      :    NEWPORT BEACH
                   STATE/ZIP : CA  92663
    MORTGAGE AMOUNT :   267,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,816.25  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,935.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.70100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,617,400.00
                               P & I AMT:     11,602.84
                               UPB AMT:   1,615,595.55

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          174
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030954085     MORTGAGORS: KINGMA               DIRK
                               KINGMA               KITTY
    REGION CODE    ADDRESS   : 1821 CAMINITO MONROVIA
        01         CITY      :    LA JOLLA
                   STATE/ZIP : CA  92037
    MORTGAGE AMOUNT :   381,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    380,950.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,830.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 69.30900
    ----------------------------------------------------------------
0   0030954101     MORTGAGORS: STALEY               JOHN
                               GALLAGHER            CONSTANCE
    REGION CODE    ADDRESS   : 17214 SAINT ANDREWS DRIVE
        01         CITY      :    POWAY
                   STATE/ZIP : CA  92064
    MORTGAGE AMOUNT :   267,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    267,116.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,938.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030954119     MORTGAGORS: AUERABACH            ARTHUR
                               AUERBACH             KRISTAN
    REGION CODE    ADDRESS   : 1412 SEA RIDGE DRIVE
        01         CITY      :    NEWPORT BEACH
                   STATE/ZIP : CA  92660
    MORTGAGE AMOUNT :   410,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    409,710.62  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,937.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 74.54500
    ----------------------------------------------------------------
0   0030954192     MORTGAGORS: CAPE                 RANDALL
                               CAPE                 MARIE
    REGION CODE    ADDRESS   : 5912 WEDGEWOOD DRIVE
        01         CITY      :    GRANITE BAY
                   STATE/ZIP : CA  95746
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    500,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,496.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 72.46300
    ----------------------------------------------------------------
0   0030954200     MORTGAGORS: IRITANI              ROBERT
                               IRITANI              SUSAN
    REGION CODE    ADDRESS   : 11682 NEWBURY ROAD
        01         CITY      :    ROSSMOOR AREA
                   STATE/ZIP : CA  90720
    MORTGAGE AMOUNT :   333,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    333,358.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,361.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,892,100.00
                               P & I AMT:     13,563.09
                               UPB AMT:   1,891,135.85

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          175
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030954283     MORTGAGORS: CHU                  SHINE
                               CHAO CHU             PATIENCE
    REGION CODE    ADDRESS   : 1318 GLENMOOR WAY
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95129
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,765.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,568.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 68.89700
    ----------------------------------------------------------------
0   0030954341     MORTGAGORS: ARAUJO               GLEN
                               ARAUJO               CAROL
    REGION CODE    ADDRESS   : 216 BOOTH BAY AVENUE
        01         CITY      :    FOSTER CITY
                   STATE/ZIP : CA  94404
    MORTGAGE AMOUNT :   296,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,801.38  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,171.95  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030954416     MORTGAGORS: FISCHER              MICHAEL
                               FISCHER              SANDRA
    REGION CODE    ADDRESS   : 19472 JASPER HILL ROAD
        01         CITY      :    TRABUCO CANYON
                   STATE/ZIP : CA  92679
    MORTGAGE AMOUNT :   245,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    245,430.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,780.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030954424     MORTGAGORS: SHELLOW              ROY
                               SHELLOW              EVA
    REGION CODE    ADDRESS   : 16830 BAJIO ROAD
        01         CITY      :    ENCINO
                   STATE/ZIP : CA  91436
    MORTGAGE AMOUNT :   600,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    599,554.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,195.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 63.15700
    ----------------------------------------------------------------
0   0030954432     MORTGAGORS: ERMAN                RUSS
                               ERMAN                ANAT
    REGION CODE    ADDRESS   : 4625 WINNETKA CIRCLE
        01         CITY      :    WOODLAND HILLS
                   STATE/ZIP : CA  91364
    MORTGAGE AMOUNT :   395,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    394,721.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,829.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 66.94900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,886,600.00
                               P & I AMT:     13,546.03
                               UPB AMT:   1,885,273.42

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          176
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030954465     MORTGAGORS: LIN                  RICHARD
                               HOOI                 LORRAINE
    REGION CODE    ADDRESS   : 30 ST TROPEZ COURT
        01         CITY      :    DANVILLE
                   STATE/ZIP : CA  94506
    MORTGAGE AMOUNT :   242,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    241,833.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,754.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 76.22000
    ----------------------------------------------------------------
0   0030954572     MORTGAGORS: GABRIELE             CARMEN
                               GABRIELLE            RENEE
    REGION CODE    ADDRESS   : 2800 SALINAS ROAD
        01         CITY      :    SAN JUAN BAUTISTA
                   STATE/ZIP : CA  95045
    MORTGAGE AMOUNT :   315,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    313,666.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,421.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   10/01/25
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0030954606     MORTGAGORS: ROSS                 STEVE
                               ROSS                 JANET
    REGION CODE    ADDRESS   : 5330 CAMINITO EXQUISITO
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92130
    MORTGAGE AMOUNT :   281,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    281,030.94  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,967.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 89.96600
    ----------------------------------------------------------------
0   0030954614     MORTGAGORS: NACKE                ROBERT
                               NACKE                ALBERTA
    REGION CODE    ADDRESS   : 145 SCHUBERT PATH
        01         CITY      :    CARDIFF
                   STATE/ZIP : CA  92007
    MORTGAGE AMOUNT :   265,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,012.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,899.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 39.87900
    ----------------------------------------------------------------
0   0030954622     MORTGAGORS: STRUHL               DAVID
                               STRUHL               MINE
    REGION CODE    ADDRESS   : 7816 AGNEN AVENUE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90045
    MORTGAGE AMOUNT :   243,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,837.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,700.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,346,850.00
                               P & I AMT:      9,744.32
                               UPB AMT:   1,344,381.39

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          177
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030954630     MORTGAGORS: CAMPBELL             DAVID
                               DANG                 DEBORAH
    REGION CODE    ADDRESS   : 1 KOFMAN COURT
        01         CITY      :    ALAMEDA
                   STATE/ZIP : CA  94502
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,546.84  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,292.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030954648     MORTGAGORS: BROCOFF              ROBERT
                               BROCOFF              LESLIE
    REGION CODE    ADDRESS   : 10422 DEL NORTE WAY
        01         CITY      :    LOS ALAMITOS
                   STATE/ZIP : CA  90720
    MORTGAGE AMOUNT :   360,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    359,502.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,610.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030954655     MORTGAGORS: LAAKSONEN            PAUL
                               LAAKSONEN            SHERRI
    REGION CODE    ADDRESS   : 2540 HORTON DRIVE
        01         CITY      :    TUSTIN
                   STATE/ZIP : CA  92782
    MORTGAGE AMOUNT :   287,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,271.62  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,011.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 89.99100
    ----------------------------------------------------------------
0   0030954663     MORTGAGORS: GIUROIU              HORIA
                               GIUROIU              MONICA
    REGION CODE    ADDRESS   : 2255 FENIAN DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95008
    MORTGAGE AMOUNT :   231,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    231,413.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,640.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0030954838     MORTGAGORS: ALSBRO               STEVEN
                               ALSBRO               KELLY
    REGION CODE    ADDRESS   : 960 HOLLOW CORNERS COURT
        01         CITY      :    ROCHESTER HILLS
                   STATE/ZIP : MI  48307
    MORTGAGE AMOUNT :   278,790.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,583.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,949.35  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.88400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,478,240.00
                               P & I AMT:     10,504.09
                               UPB AMT:   1,476,317.87

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          178
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030954929     MORTGAGORS: KASHIMA              MYRON
                               KASHIMA              PAMELA
    REGION CODE    ADDRESS   : 8335 BRITTANY DRIVE
        01         CITY      :    DUBLIN
                   STATE/ZIP : CA  94568
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,970.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 61.17900
    ----------------------------------------------------------------
0   0030954945     MORTGAGORS: MARINO               JOSEPH
                               SPOONER              DENISE
    REGION CODE    ADDRESS   : 635 WEST 10TH STREET
        01         CITY      :    CLAREMONT
                   STATE/ZIP : CA  91711
    MORTGAGE AMOUNT :   234,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    234,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,696.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030955009     MORTGAGORS: BLACKWELL            EDDIE
                               BLACKWELL            KAREN
    REGION CODE    ADDRESS   : 162 INWOOD TRAIL
        01         CITY      :    MADISON
                   STATE/ZIP : AL  35758
    MORTGAGE AMOUNT :   245,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,831.39  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,776.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.54000
    ----------------------------------------------------------------
0   0030955132     MORTGAGORS: YU                   KA LAM
                               YU                   ANNA
    REGION CODE    ADDRESS   : 2828 BENTLEY WAY
        01         CITY      :    DIAMOND BAR
                   STATE/ZIP : CA  91765
    MORTGAGE AMOUNT :   600,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    599,565.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,246.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 71.85600
    ----------------------------------------------------------------
0   0030955165     MORTGAGORS: WAUGH                PETER
                               WAUGH                CHRISTINE
    REGION CODE    ADDRESS   : 1901 SOMERSET LANE
        01         CITY      :    WHEATON
                   STATE/ZIP : IL  60187
    MORTGAGE AMOUNT :   236,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    236,510.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,594.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,590,700.00
                               P & I AMT:     11,284.67
                               UPB AMT:   1,589,907.84

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          179
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030955181     MORTGAGORS: HENNESSY             EDWARD
                               HENNESSY             PEGGY
    REGION CODE    ADDRESS   : 104 SAGEBRUSH LANE
        01         CITY      :    BUCHANAN DAM
                   STATE/ZIP : TX  78609
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,810.75  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,993.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 44.71500
    ----------------------------------------------------------------
0   0030955223     MORTGAGORS: WITKOWSKI            A.
                               WITKOWSKI            LORRI
    REGION CODE    ADDRESS   : 26 EAST BATES CANYON ROAD
        01         CITY      :    ERDA
                   STATE/ZIP : UT  84074
    MORTGAGE AMOUNT :   234,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    234,230.35  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,659.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030955256     MORTGAGORS: HAWARI               ANDY
                               HAWARI               DEBRA
    REGION CODE    ADDRESS   : 37 WOODLAND EAST
        01         CITY      :    MINEOLA
                   STATE/ZIP : TX  75773
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,832.25  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,834.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 75.75700
    ----------------------------------------------------------------
0   0030955306     MORTGAGORS: HANSEN               BRADLEY
                               HANSEN               BARBARA
    REGION CODE    ADDRESS   : 6040 NORTH 3RD STREET
        01         CITY      :    PHOENIX
                   STATE/ZIP : AZ  85012
    MORTGAGE AMOUNT :   299,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,167.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 84.22500
    ----------------------------------------------------------------
0   0030955363     MORTGAGORS: CAMACHO              ERNIE
                               CAMACHO              BINA
    REGION CODE    ADDRESS   : 4370 DEL MONTE AVENUE
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92107
    MORTGAGE AMOUNT :   265,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,944.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 55.20833
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,323,400.00
                               P & I AMT:      9,599.87
                               UPB AMT:   1,322,873.35

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          180
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030955462     MORTGAGORS: MCCORMICK            EDWARD
                               MCCORMICK            ANN
    REGION CODE    ADDRESS   : 6331 HIDDEN CANYON ROAD
        01         CITY      :    CENTREVILLE
                   STATE/ZIP : VA  20120
    MORTGAGE AMOUNT :   225,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    225,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,554.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 62.50000
    ----------------------------------------------------------------
0   0030955546     MORTGAGORS: HONG                 MARGARET

    REGION CODE    ADDRESS   : 1709 12TH STREET
        01         CITY      :    ANACORTES
                   STATE/ZIP : WA  98221
    MORTGAGE AMOUNT :   100,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :     99,936.23  ANNUAL RATE ADJUST:
    MONTHLY P&I     :       751.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030955744     MORTGAGORS: NIEH                 BILL
                               NIEH                 WENDY
    REGION CODE    ADDRESS   : 29040 WARNICK ROAD
        01         CITY      :    RANCHO PALOS VERDES
                   STATE/ZIP : CA  90275
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,819.05  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,769.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 60.97500
    ----------------------------------------------------------------
0   0030955900     MORTGAGORS: MADDEN               DON

    REGION CODE    ADDRESS   : 2807 BARKLEY LANE
        01         CITY      :    REDONDO BEACH
                   STATE/ZIP : CA  90278
    MORTGAGE AMOUNT :   223,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    222,891.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,618.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030956171     MORTGAGORS: GERTLER              JEFFREY
                               GERTLER              ALICIA
    REGION CODE    ADDRESS   : 33 POMEROY ROAD
        01         CITY      :    MADISON BOROUGH
                   STATE/ZIP : NJ  07940
    MORTGAGE AMOUNT :   339,199.00  OPTION TO CONVERT :
    UNPAID BALANCE :    339,199.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,430.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 89.49800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,137,399.00
                               P & I AMT:      8,123.21
                               UPB AMT:   1,136,846.05

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          181
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030956387     MORTGAGORS: NEW                  WILLIAM
                               NEW                  TOULA
    REGION CODE    ADDRESS   : 10910 N 123RD STREET
        01         CITY      :    SCOTTSDALE
                   STATE/ZIP : AZ  85259
    MORTGAGE AMOUNT :   228,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    228,650.34  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,698.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030956403     MORTGAGORS: NGUYEN               ANDREW
                               NGUYEN               THUY
    REGION CODE    ADDRESS   : 1609 COUNTRY CLUB DRIVE
        01         CITY      :    MILPITAS
                   STATE/ZIP : CA  95035
    MORTGAGE AMOUNT :   448,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    447,691.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,248.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------
0   0030956478     MORTGAGORS: JONES                TIMOTHY
                               JONES                DEBRA
    REGION CODE    ADDRESS   : 5788 ARLENE WAY
        01         CITY      :    LIVERMORE
                   STATE/ZIP : CA  94550
    MORTGAGE AMOUNT :   288,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    288,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,038.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030956577     MORTGAGORS: PEARSON              STEVEN
                               SMITH                PAMELA
    REGION CODE    ADDRESS   : 27321 CLOVERLY DRIVE
        01         CITY      :    MISSION VIEJO
                   STATE/ZIP : CA  92692
    MORTGAGE AMOUNT :   324,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    324,676.41  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,355.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030956684     MORTGAGORS: TORRES               JOSE
                               TORRES               ROSA
    REGION CODE    ADDRESS   : 16124 LA LINDURA DRIVE
        01         CITY      :    WHITTIER
                   STATE/ZIP : CA  90603
    MORTGAGE AMOUNT :   431,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    431,674.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,245.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 89.98900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,721,650.00
                               P & I AMT:     12,586.44
                               UPB AMT:   1,720,693.00

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          182
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030956742     MORTGAGORS: ZIERS                PENNI

    REGION CODE    ADDRESS   : 7277 WOODROW WILSON DRIVE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90068
    MORTGAGE AMOUNT :   288,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,801.80  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,088.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 69.39700
    ----------------------------------------------------------------
0   0030956866     MORTGAGORS: MILETICH             JANICE

    REGION CODE    ADDRESS   : 780 HAVANA AVE
        01         CITY      :    LONG BEACH
                   STATE/ZIP : CA  90804
    MORTGAGE AMOUNT :   261,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    260,620.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,847.35  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030956874     MORTGAGORS: HAVELES              JONATHAN
                               HAVELES              JODI
    REGION CODE    ADDRESS   : 6476 LA PETITE PLACE
        01         CITY      :    CENTREVILLE
                   STATE/ZIP : VA  20121
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,660.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,719.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030956882     MORTGAGORS: PERETTI              ROGER
                               PERETTI              SUSAN
    REGION CODE    ADDRESS   : 25755 MC DEEDS LANE
        01         CITY      :    SOUTH RIDING
                   STATE/ZIP : VA  20152
    MORTGAGE AMOUNT :   284,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    283,597.80  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,034.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030956916     MORTGAGORS: BUEHLER              STEVEN
                               BUEHLER              LAURI
    REGION CODE    ADDRESS   : 6842 CIRCO DIEGUENO COURT
        01         CITY      :    RANCHO SANTA FE
                   STATE/ZIP : CA  92067
    MORTGAGE AMOUNT :   618,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    617,895.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,486.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,691,750.00
                               P & I AMT:     12,175.93
                               UPB AMT:   1,689,576.27

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          183
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030956924     MORTGAGORS: LEVY                 MICHAEL
                               LEVY                 HELOISE
    REGION CODE    ADDRESS   : 131 YGNACIO CT
        01         CITY      :    WALNUT CREEK
                   STATE/ZIP : CA  94598
    MORTGAGE AMOUNT :   238,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    237,671.34  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,725.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.59800
    ----------------------------------------------------------------
0   0030956940     MORTGAGORS: PERRIEN              DAMIAN
                               PERRIEN              KELLE
    REGION CODE    ADDRESS   : 35583 MISSION BLVD
        01         CITY      :    FREMONT
                   STATE/ZIP : CA  94536
    MORTGAGE AMOUNT :   285,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,606.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,066.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 71.25000
    ----------------------------------------------------------------
0   0030956965     MORTGAGORS: HEITZMAN             HAROLD
                               HEITZMAN             MARCIA
    REGION CODE    ADDRESS   : 18 POINTE
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92606
    MORTGAGE AMOUNT :   380,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    380,374.02  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,761.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030956973     MORTGAGORS: GAGLIONE             ROBERT
                               GAGLIONE             DANNEEL
    REGION CODE    ADDRESS   : 5329 RUETTE DE MER
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92130
    MORTGAGE AMOUNT :   264,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    264,574.79  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,898.14  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.98500
    ----------------------------------------------------------------
0   0030956999     MORTGAGORS: ORTOLANI             C.
                               ORTOLANI             JENNIFER
    REGION CODE    ADDRESS   : 3007 213TH STREET SOUTHEAST
        01         CITY      :    BOTHELL
                   STATE/ZIP : WA  98021
    MORTGAGE AMOUNT :   278,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    277,715.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,016.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,446,950.00
                               P & I AMT:     10,468.47
                               UPB AMT:   1,444,942.56

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          184
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030957005     MORTGAGORS: DYNE                 RICHARD
                               DYNE                 CATHERINE
    REGION CODE    ADDRESS   : 25825 PLANTING FIELD DR
        01         CITY      :    SOUTH RIDING
                   STATE/ZIP : VA  20152
    MORTGAGE AMOUNT :   329,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    328,522.23  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,328.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.04300
    ----------------------------------------------------------------
0   0030957013     MORTGAGORS: FUREN                HERMAN
                               FUREN                KATHY
    REGION CODE    ADDRESS   : 11110 HISKEY LANE
        01         CITY      :    TUSTIN
                   STATE/ZIP : CA  92782
    MORTGAGE AMOUNT :   235,150.00  OPTION TO CONVERT :
    UNPAID BALANCE :    234,816.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,684.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.98500
    ----------------------------------------------------------------
0   0030957120     MORTGAGORS: MATTHEWS             SHELTON
                               MATTHEWS             CHERYL
    REGION CODE    ADDRESS   : 10006 TOBY ROAD
        01         CITY      :    SAN RAMON
                   STATE/ZIP : CA  94583
    MORTGAGE AMOUNT :   281,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    281,396.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,993.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030957138     MORTGAGORS: SPIRA                MICHAEL
                               SPIRA                SUMATI
    REGION CODE    ADDRESS   : 2 BLUEBERRY COURT
        01         CITY      :    MAHWAH
                   STATE/ZIP : NJ  07430
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    300,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,175.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 54.54500
    ----------------------------------------------------------------
0   0030957294     MORTGAGORS: KOCH                 CHRISTOPHER
                               LENTZ                KYLE
    REGION CODE    ADDRESS   : 200 BLACKHAWK ROAD
        01         CITY      :    RIVERSIDE
                   STATE/ZIP : IL  60546
    MORTGAGE AMOUNT :   249,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,432.52  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,831.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,395,350.00
                               P & I AMT:     10,013.14
                               UPB AMT:   1,394,167.91

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          185
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030957419     MORTGAGORS: MEISWINKEL           KURT
                               BRANAGAN             SUSAN
    REGION CODE    ADDRESS   : 2122 HOOVER COURT
        01         CITY      :    PLEASANT HILL
                   STATE/ZIP : CA  94573
    MORTGAGE AMOUNT :   236,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    235,829.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,670.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030957641     MORTGAGORS: MC ANALLY            DOUGLAS
                               MC ANALLY            LINDA
    REGION CODE    ADDRESS   : 1709 MOHLE DRIVE
        01         CITY      :    AUSTIN
                   STATE/ZIP : TX  78703
    MORTGAGE AMOUNT :   238,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    238,347.91  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,791.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030957880     MORTGAGORS: STONEHOUSE           STEPHEN
                               STONEHOUSE           GAIL
    REGION CODE    ADDRESS   : 1353 BEAUMONT DRIVE
        01         CITY      :    GLADWYNE
                   STATE/ZIP : PA  19035
    MORTGAGE AMOUNT :   637,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    637,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,563.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 67.05200
    ----------------------------------------------------------------
0   0030958169     MORTGAGORS: CHEN                 KUAN
                               CHEN                 YU
    REGION CODE    ADDRESS   : 861 SAN SIMEON ROAD
        01         CITY      :    ARCADIA
                   STATE/ZIP : CA  91007
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,793.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,175.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 57.41600
    ----------------------------------------------------------------
0   0030958177     MORTGAGORS: BITONTI              DONNA

    REGION CODE    ADDRESS   : 1740 EAST BEAUBIEN DRIVE
        01         CITY      :    PHOENIX
                   STATE/ZIP : AZ  85024
    MORTGAGE AMOUNT :   229,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    228,867.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,622.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 84.98700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,640,700.00
                               P & I AMT:     11,823.20
                               UPB AMT:   1,639,837.79

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          186
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030958326     MORTGAGORS: QUINN                MICHAEL
                               QUINN                DONALEE
    REGION CODE    ADDRESS   : 10280 W.HINSDALE COURT
        01         CITY      :    BOISE
                   STATE/ZIP : ID  83074
    MORTGAGE AMOUNT :   260,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    260,100.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,818.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030958375     MORTGAGORS: REBMANN              R.
                               SCIACCA              LISA
    REGION CODE    ADDRESS   : 1033 84TH  STREET
        01         CITY      :    BROOKLYN
                   STATE/ZIP : NY  11228
    MORTGAGE AMOUNT :   254,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,822.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030958482     MORTGAGORS: SALYERS              LONNIE
                               SALYERS              DONNA
    REGION CODE    ADDRESS   : 518 OAKHAMPTON STREET
        01         CITY      :    THOUSAND OAKS
                   STATE/ZIP : CA  91361
    MORTGAGE AMOUNT :   592,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    592,800.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,195.81  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030958599     MORTGAGORS: CONRAD               DAVID
                               CONRAD               AMY
    REGION CODE    ADDRESS   : 3055 NORTH RED MOUNTAIN #118
        01         CITY      :    MESA
                   STATE/ZIP : AZ  85207
    MORTGAGE AMOUNT :   237,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    237,777.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,684.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 94.99000
    ----------------------------------------------------------------
0   0030958656     MORTGAGORS: ENNIS                VICTOR
                               ENSLEY               CARI
    REGION CODE    ADDRESS   : 659 BRIARWOOD  DRIVE
        01         CITY      :    BREA
                   STATE/ZIP : CA  92821
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    252,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,827.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,597,250.00
                               P & I AMT:     11,348.39
                               UPB AMT:   1,597,077.77

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          187
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030958847     MORTGAGORS: LANGE                ROBERT
                               LANGE                KAREN
    REGION CODE    ADDRESS   : 3320 W. DAYBREAKER DRIVE
        01         CITY      :    PARK CITY
                   STATE/ZIP : UT  84098
    MORTGAGE AMOUNT :   382,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    382,700.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,841.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 69.07900
    ----------------------------------------------------------------
0   0030958888     MORTGAGORS: HANSAN               ROBERT
                               HANSAN               ALISON
    REGION CODE    ADDRESS   : 11306 STONELEDGE COURT
        01         CITY      :    RESTON
                   STATE/ZIP : VA  20191
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    499,619.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,453.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030959027     MORTGAGORS: SHERMAN              RICHARD

    REGION CODE    ADDRESS   : 2010 LA BREA TERRACE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90046
    MORTGAGE AMOUNT :   535,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    534,650.02  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,972.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 61.84900
    ----------------------------------------------------------------
0   0030959068     MORTGAGORS: RAMSAY               JANICE

    REGION CODE    ADDRESS   : 4421 HENLEY COURT
        01         CITY      :    WESTLAKE VILLAGE
                   STATE/ZIP : CA  91361
    MORTGAGE AMOUNT :   271,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,608.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,947.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030959092     MORTGAGORS: LEYBA                CHISTOPHER
                               LEYBA                CHERYL
    REGION CODE    ADDRESS   : 4933 GATEFALL CT
        01         CITY      :    LAS VEGAS
                   STATE/ZIP : NV  89129
    MORTGAGE AMOUNT :   251,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,002.19  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,954.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.62500  PRODUCT CODE      :   002
    LTV :                 89.99400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,940,800.00
                               P & I AMT:     14,169.09
                               UPB AMT:   1,939,579.92

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          188
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030959118     MORTGAGORS: BUCHANAN             JOHN
                               BUCHANAN             PATRICIA
    REGION CODE    ADDRESS   : 5108 BELLERIVE DRIVE
        01         CITY      :    DALLAS
                   STATE/ZIP : TX  75287
    MORTGAGE AMOUNT :   332,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    331,765.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,378.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030959217     MORTGAGORS: ROSS                 RAYMOND
                               ROSS                 BRENDA
    REGION CODE    ADDRESS   : 10586 CANTERBERRY ROAD
        01         CITY      :    FAIRFAX STATION
                   STATE/ZIP : VA  22039
    MORTGAGE AMOUNT :   473,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    473,245.58  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,436.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.82800
    ----------------------------------------------------------------
0   0030959225     MORTGAGORS: NELSON               CHARLES

    REGION CODE    ADDRESS   : 5325 HANGING CLIFF COVE
        01         CITY      :    AUSTIN
                   STATE/ZIP : TX  78759
    MORTGAGE AMOUNT :   232,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    231,910.34  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,764.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030959233     MORTGAGORS: THOMAS               RADCLIFFE
                               THOMAS               MARJORIE
    REGION CODE    ADDRESS   : 7101 CARLISLE CT
        01         CITY      :    CLARKSVILLE
                   STATE/ZIP : MD  21029
    MORTGAGE AMOUNT :   373,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    372,584.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,705.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 89.98900
    ----------------------------------------------------------------
0   0030959241     MORTGAGORS: ALTON                DAVID
                               ALTON                JANINE
    REGION CODE    ADDRESS   : 3567 FIR HOLLOW COURT
        01         CITY      :    SANTA ROSA
                   STATE/ZIP : CA  95043
    MORTGAGE AMOUNT :   275,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,915.41  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,018.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,686,300.00
                               P & I AMT:     12,303.32
                               UPB AMT:   1,684,421.78

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          189
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030959266     MORTGAGORS: SALIH                MARK

    REGION CODE    ADDRESS   : 208 SAN BENANCIO CANYON RD
        01         CITY      :    SALINAS
                   STATE/ZIP : CA  93908
    MORTGAGE AMOUNT :   236,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    235,837.58  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,711.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030959274     MORTGAGORS: BUTLER               THOMAS
                               BUTLER               FRANCES
    REGION CODE    ADDRESS   : 818 AVENIDA SALVADOR
        01         CITY      :    SAN CLEMENTE
                   STATE/ZIP : CA  92672
    MORTGAGE AMOUNT :   368,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    367,504.50  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,700.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030959282     MORTGAGORS: SMITH                DOUGLAS
                               SMITH                LENDA
    REGION CODE    ADDRESS   : 3334 WILLOW STREET
        01         CITY      :    SANTA YNEZ
                   STATE/ZIP : CA  93460
    MORTGAGE AMOUNT :   319,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,069.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,344.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030959308     MORTGAGORS: PEREZ                JUAN
                               PEREZ                AMY
    REGION CODE    ADDRESS   : 28055 NORTH LIANA LANE
        01         CITY      :    VALENCIA AREA
                   STATE/ZIP : CA  91354
    MORTGAGE AMOUNT :   180,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    179,685.76  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,305.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 63.60424
    ----------------------------------------------------------------
0   0030959357     MORTGAGORS: BEST                 RODNEY
                               BEST                 ANDREA
    REGION CODE    ADDRESS   : 7415 HANNUM AVENUE
        01         CITY      :    CULVER CITY
                   STATE/ZIP : CA  90230
    MORTGAGE AMOUNT :   234,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    234,499.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,763.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 94.99100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,338,300.00
                               P & I AMT:      9,824.91
                               UPB AMT:   1,336,597.16

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          190
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030959381     MORTGAGORS: HARPER               GRACE

    REGION CODE    ADDRESS   : 15059 AVENIDA DEL MONTE
        01         CITY      :    CHINO HILLS
                   STATE/ZIP : CA  91709
    MORTGAGE AMOUNT :   248,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,589.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,891.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030959407     MORTGAGORS: HARVEY               GLEN
                               GURR                 WOLFGANG
    REGION CODE    ADDRESS   : 70 ZANDER DR
        01         CITY      :    ORINDA
                   STATE/ZIP : CA  94563
    MORTGAGE AMOUNT :   420,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    419,434.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,081.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030959415     MORTGAGORS: WILLIAMS             DAVID

    REGION CODE    ADDRESS   : 14 FORTUNA WEST
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92620
    MORTGAGE AMOUNT :   262,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    261,805.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,831.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030959431     MORTGAGORS: CLARK                FOREST
                               CLARK                LINNETTE
    REGION CODE    ADDRESS   : 1015 EAST SANTA ANITA AVE
        01         CITY      :    BURBANK
                   STATE/ZIP : CA  91501
    MORTGAGE AMOUNT :   221,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    221,139.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,566.35  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 94.97800
    ----------------------------------------------------------------
0   0030959456     MORTGAGORS: HA                   ANTHONY
                               HA                   JESSICA
    REGION CODE    ADDRESS   : 15 SANTA EUGENIA STREET
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92606
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,821.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,678.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,392,200.00
                               P & I AMT:     10,050.05
                               UPB AMT:   1,390,791.26

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          191
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030959563     MORTGAGORS: COOK                 CRAIG
                               COOK                 SHARON
    REGION CODE    ADDRESS   : 9799 CRYSTAL RIDGE DRIVE
        01         CITY      :    ESCONDIDO
                   STATE/ZIP : CA  92026
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    320,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,237.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 40.50600
    ----------------------------------------------------------------
0   0030959597     MORTGAGORS: SAADATNEJADI         HAMIDREZA
                               SAADATNEJADI         LAN
    REGION CODE    ADDRESS   : 2734 CALLE AVENTURA
        01         CITY      :    RANCHO PALOS VERDES
                   STATE/ZIP : CA  90275
    MORTGAGE AMOUNT :   316,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    316,282.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,294.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 73.60400
    ----------------------------------------------------------------
0   0030959605     MORTGAGORS: GASKINS              JAMES
                               GASKINS              VICKIE
    REGION CODE    ADDRESS   : 13732 RUSHMORE LANE
        01         CITY      :    SANTA ANA
                   STATE/ZIP : CA  92705
    MORTGAGE AMOUNT :   246,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    245,830.70  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,783.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 61.50000
    ----------------------------------------------------------------
0   0030959621     MORTGAGORS: COOPER               WILLIAM
                               COOPER               KAREN
    REGION CODE    ADDRESS   : 5530 VAN GOGH WAY
        01         CITY      :    YORBA LINDA
                   STATE/ZIP : CA  92867
    MORTGAGE AMOUNT :   236,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    235,833.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,690.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 78.66600
    ----------------------------------------------------------------
0   0030959738     MORTGAGORS: CHEN                 FUAN
                               CHEN                 CHIAO
    REGION CODE    ADDRESS   : 12735 QUEENSBOROUGH ST
        01         CITY      :    CERRITOS
                   STATE/ZIP : CA  90703
    MORTGAGE AMOUNT :   351,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    350,727.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,576.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,469,700.00
                               P & I AMT:     10,583.75
                               UPB AMT:   1,468,673.42

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          192
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030959746     MORTGAGORS: LU                   JANE
                               AU                   HUNG
    REGION CODE    ADDRESS   : 309 LOS PINOS WAY
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95119
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,675.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,976.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030959878     MORTGAGORS: BAILEY               BRIAN
                               SHREIBER             POLA
    REGION CODE    ADDRESS   : 27838 RON RIDGE DR
        01         CITY      :    SANTA CLARITA
                   STATE/ZIP : CA  91350
    MORTGAGE AMOUNT :   268,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    268,555.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,020.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 79.98700
    ----------------------------------------------------------------
0   0030959894     MORTGAGORS: CHOU                 JOE
                               TSUI                 CHRISTINA
    REGION CODE    ADDRESS   : 45751 CHABLIS CT
        01         CITY      :    FREMONT
                   STATE/ZIP : CA  94539
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,540.53  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,598.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 62.50000
    ----------------------------------------------------------------
0   0030959902     MORTGAGORS: MOORE                DENNIS
                               MOORE                DIANE
    REGION CODE    ADDRESS   : 63 TIMBERLAND
        01         CITY      :    ALISO VIEJO
                   STATE/ZIP : CA  92656
    MORTGAGE AMOUNT :   267,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,858.05  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,007.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 79.97800
    ----------------------------------------------------------------
0   0030959928     MORTGAGORS: KESTLER              WILLIAM
                               KESTLER              ELIZABETH
    REGION CODE    ADDRESS   : 927 LYNN COURT
        01         CITY      :    SAN RAMON
                   STATE/ZIP : CA  94583
    MORTGAGE AMOUNT :   241,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    240,783.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,790.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 89.97900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,387,200.00
                               P & I AMT:     10,392.66
                               UPB AMT:   1,385,413.61

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          193
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030959936     MORTGAGORS: UMANZIO              ROY
                               UMANZIO              MICHELLE
    REGION CODE    ADDRESS   : 5605 SUNDOWN LANE
        01         CITY      :    TRES PINOS
                   STATE/ZIP : CA  95075
    MORTGAGE AMOUNT :   452,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    451,391.40  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,316.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030959944     MORTGAGORS: BRADLEY              RICHARD
                               BRADLEY              CHRISTINE
    REGION CODE    ADDRESS   : 25747 MC DEEDS LANE
        01         CITY      :    SOUTH RIDING
                   STATE/ZIP : VA  20152
    MORTGAGE AMOUNT :   312,350.00  OPTION TO CONVERT :
    UNPAID BALANCE :    311,918.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,264.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.99700
    ----------------------------------------------------------------
0   0030959951     MORTGAGORS: WEINER               RICHARD
                               WEINER               ANGELA
    REGION CODE    ADDRESS   : 907 TEMPLE VIEW DRIVE
        01         CITY      :    LAS VEGAS
                   STATE/ZIP : NV  89110
    MORTGAGE AMOUNT :   295,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,152.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,168.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.98900
    ----------------------------------------------------------------
0   0030960009     MORTGAGORS: VIKLUND              LARS
                               VIKLUND              KELLY
    REGION CODE    ADDRESS   : 1820 JOHN STREET
        01         CITY      :    MANHATTAN BEACH
                   STATE/ZIP : CA  90266
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    499,628.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,496.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 55.24800
    ----------------------------------------------------------------
0   0030960082     MORTGAGORS: PETERSON             KARL

    REGION CODE    ADDRESS   : 10101 ORCAS AVE
        01         CITY      :    SUNLAND
                   STATE/ZIP : CA  91040
    MORTGAGE AMOUNT :   248,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,833.59  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,819.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,807,900.00
                               P & I AMT:     13,065.84
                               UPB AMT:   1,805,924.63

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          194
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030960454     MORTGAGORS: MULHOLLAND           LIAM

    REGION CODE    ADDRESS   : 4 FIR AVENUE
        01         CITY      :    WOODACRE
                   STATE/ZIP : CA  94973
    MORTGAGE AMOUNT :   174,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    174,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,276.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 66.92300
    ----------------------------------------------------------------
0   0030960553     MORTGAGORS: FODRIE               STEVEN

    REGION CODE    ADDRESS   : 4214 LAKECREST DRIVE
        01         CITY      :    MISSOURI CITY
                   STATE/ZIP : TX  77459
    MORTGAGE AMOUNT :   278,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,498.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,972.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 89.99500
    ----------------------------------------------------------------
0   0030960959     MORTGAGORS: CHUCK                MATTHEW
                               CHUCK                JEANETTE
    REGION CODE    ADDRESS   : 2837 REGINA AVENUE
        01         CITY      :    THOUSAND OAKS
                   STATE/ZIP : CA  91360
    MORTGAGE AMOUNT :   238,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    238,331.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,708.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030961346     MORTGAGORS: FERDINANDI           JOHN
                               FERDINANDI           CHRISTINE
    REGION CODE    ADDRESS   : 5301 WILLOW LANE
        01         CITY      :    COLLEYVILLE
                   STATE/ZIP : TX  76034
    MORTGAGE AMOUNT :   348,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    347,748.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,463.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030961445     MORTGAGORS: BYRD                 BRYAN
                               BYRD                 ALEXANDRA
    REGION CODE    ADDRESS   : 13003 SHANEYBROOK CIRCLE
        01         CITY      :    REISTERSTOWN
                   STATE/ZIP : MD  21136
    MORTGAGE AMOUNT :   344,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    343,757.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,464.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.97600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,383,200.00
                               P & I AMT:      9,885.61
                               UPB AMT:   1,382,335.28

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          195
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030961460     MORTGAGORS: NGUYEN               GIA
                               NGUYEN               CHAU
    REGION CODE    ADDRESS   : 5008 WHISPER WILLOW DRIVE
        01         CITY      :    FAIRFAX
                   STATE/ZIP : VA  22030
    MORTGAGE AMOUNT :   250,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,604.35  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,710.90  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030961593     MORTGAGORS: DOLCE                AMY

    REGION CODE    ADDRESS   : 8 BENTLEY DRIVE
        01         CITY      :    FRANKLIN LAKES
                   STATE/ZIP : NJ  07417
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    320,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,292.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030961676     MORTGAGORS: DIXON                DAVID
                               DIXON                MARY
    REGION CODE    ADDRESS   : 100 BELLFLOWER WAY
        01         CITY      :    SCOTTS VALLEY
                   STATE/ZIP : CA  95066
    MORTGAGE AMOUNT :   235,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    234,829.91  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,663.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 56.62600
    ----------------------------------------------------------------
0   0030961692     MORTGAGORS: DISTELMAN            HOWARD
                               FRANK                ELLEN
    REGION CODE    ADDRESS   : 371 BARTLETT DRIVE
        01         CITY      :    MADISON
                   STATE/ZIP : CT  06443
    MORTGAGE AMOUNT :   267,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,996.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,845.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030961726     MORTGAGORS: FARNSWORTH           JOE
                               FARNSWORTH           SHARANETTE
    REGION CODE    ADDRESS   : 3940 EAST FORGE AVENUE
        01         CITY      :    MESA
                   STATE/ZIP : AZ  85206
    MORTGAGE AMOUNT :   258,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,126.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,895.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,331,300.00
                               P & I AMT:      9,407.54
                               UPB AMT:   1,330,557.63

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          196
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030962104     MORTGAGORS: DAVIS                NORMAN
                               DAVIS                MARY
    REGION CODE    ADDRESS   : 13871 GLENMERE LANE
        01         CITY      :    SANTA ANA
                   STATE/ZIP : CA  92705
    MORTGAGE AMOUNT :   258,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    257,822.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,870.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 69.72900
    ----------------------------------------------------------------
0   0030962138     MORTGAGORS: YAN                  TIAN

    REGION CODE    ADDRESS   : 2168 CEYNOWA LANE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95121
    MORTGAGE AMOUNT :   279,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,002.94  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,000.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030962153     MORTGAGORS: DRILL                EUGENE
                               DRILL                IRINA
    REGION CODE    ADDRESS   : 19537 KILFINAN STREET
        01         CITY      :    NORTHRIDGE
                   STATE/ZIP : CA  91326
    MORTGAGE AMOUNT :   248,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,820.50  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,755.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030962187     MORTGAGORS: ROSALES              RUBEN
                               ROSALES              OLGA
    REGION CODE    ADDRESS   : 4577 GOLF COURSE DRIVE
        01         CITY      :    THOUSAND OAKS
                   STATE/ZIP : CA  91362
    MORTGAGE AMOUNT :   370,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    369,718.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,555.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030962260     MORTGAGORS: BANDHAUER            MARK
                               BANDHAUER            KATRIN
    REGION CODE    ADDRESS   : 6421 EAST SHADY VALLEY LANE
        01         CITY      :    ANAHEIM
                   STATE/ZIP : CA  92807
    MORTGAGE AMOUNT :   264,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,822.50  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,935.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.99000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.99000  PRODUCT CODE      :   002
    LTV :                 77.64700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,419,200.00
                               P & I AMT:     10,117.04
                               UPB AMT:   1,418,186.85

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          197
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030962310     MORTGAGORS: WIPPICH              DAVID
                               WIPPICH              SUSAN
    REGION CODE    ADDRESS   : 1143 CALBORO DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95117
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,830.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,847.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.99000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.99000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030962336     MORTGAGORS: FOX                  JEFFREY
                               FOX                  KIM
    REGION CODE    ADDRESS   : 3811 VIA MANZANA
        01         CITY      :    SAN CLEMENTE
                   STATE/ZIP : CA  92673
    MORTGAGE AMOUNT :   417,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    417,190.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,919.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.52300
    ----------------------------------------------------------------
0   0030962385     MORTGAGORS: PURNELL              MARGARET

    REGION CODE    ADDRESS   : 244 W LODGEPOLE #11
        01         CITY      :    DILLION
                   STATE/ZIP : CO  80435
    MORTGAGE AMOUNT :   100,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :     99,934.58  ANNUAL RATE ADJUST:
    MONTHLY P&I     :       742.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 52.35600
    ----------------------------------------------------------------
0   0030962419     MORTGAGORS: LYSS                 ROBERT

    REGION CODE    ADDRESS   : 2330 DUANE STREET #201
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90039
    MORTGAGE AMOUNT :   221,350.00  OPTION TO CONVERT :
    UNPAID BALANCE :    221,059.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,643.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 89.97900
    ----------------------------------------------------------------
0   0030962427     MORTGAGORS: JACKSON              DONALD
                               HENRY-JACKSON        SCHERYLE
    REGION CODE    ADDRESS   : 6 VIA BERNADO
        01         CITY      :    RANCHO SANTA MARGARITA
                   STATE/ZIP : CA  92688
    MORTGAGE AMOUNT :   259,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,541.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,884.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 85.99200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,250,750.00
                               P & I AMT:      9,037.03
                               UPB AMT:   1,249,555.82

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          198
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030962435     MORTGAGORS: DEBRUYN              RUDOLF

    REGION CODE    ADDRESS   : 2647 CAPELLA WAY
        01         CITY      :    THOUSAND OAKS
                   STATE/ZIP : CA  91362
    MORTGAGE AMOUNT :   282,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    282,319.35  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,074.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.97200
    ----------------------------------------------------------------
0   0030962443     MORTGAGORS: EKRUT                KERRY
                               EKRUT                MAUREEN
    REGION CODE    ADDRESS   : 4016 BROOKS COURT
        01         CITY      :    HIGHLAND VILLAGE
                   STATE/ZIP : TX  75067
    MORTGAGE AMOUNT :   224,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    224,097.05  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,647.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 89.97900
    ----------------------------------------------------------------
0   0030962450     MORTGAGORS: LEE                  KEVIN
                               LEE                  JANICE
    REGION CODE    ADDRESS   : 432 VIA EL CHICO
        01         CITY      :    TORRANCE
                   STATE/ZIP : CA  90277
    MORTGAGE AMOUNT :   395,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    394,468.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,898.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 76.99800
    ----------------------------------------------------------------
0   0030962468     MORTGAGORS: HAZELITT             MARIANNE

    REGION CODE    ADDRESS   : 6532 ISOLATED AVENUE
        01         CITY      :    LAS VEGAS
                   STATE/ZIP : NV  89110
    MORTGAGE AMOUNT :   240,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    240,007.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,847.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.50000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.50000  PRODUCT CODE      :   002
    LTV :                 94.98700
    ----------------------------------------------------------------
0   0030962476     MORTGAGORS: NOVAK                MARK
                               NOVAK                MARY
    REGION CODE    ADDRESS   : 13132 VALEWOOD ROAD
        01         CITY      :    POWAY
                   STATE/ZIP : CA  92064
    MORTGAGE AMOUNT :   241,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    241,274.70  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,772.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,384,100.00
                               P & I AMT:     10,240.52
                               UPB AMT:   1,382,167.08

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          199
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030962484     MORTGAGORS: STIPO                GERALD
                               STIPO                LINDA
    REGION CODE    ADDRESS   : 23354 TIMBERLANE DRIVE
        01         CITY      :    VALENCIA
                   STATE/ZIP : CA  91354
    MORTGAGE AMOUNT :   221,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    221,466.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,665.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 89.98400
    ----------------------------------------------------------------
0   0030962492     MORTGAGORS: JOSEPH               DAVID
                               JOSEPH               LISA
    REGION CODE    ADDRESS   : 300 ENDLECH DRIVE
        01         CITY      :    SCOTTS VALLEY
                   STATE/ZIP : CA  95066
    MORTGAGE AMOUNT :   456,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    455,401.40  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,385.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 60.00000
    ----------------------------------------------------------------
0   0030962500     MORTGAGORS: WACHHOLDER           ROBERT

    REGION CODE    ADDRESS   : 2689 DAKOTA CIRCLE
        01         CITY      :    WEST PALM BEACH
                   STATE/ZIP : FL  33409
    MORTGAGE AMOUNT :   363,850.00  OPTION TO CONVERT :
    UNPAID BALANCE :    363,372.37  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,701.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030962526     MORTGAGORS: MCTERNAN             COLIN

    REGION CODE    ADDRESS   : 804 SETHFIELD PLACE
        01         CITY      :    LAS VEGAS
                   STATE/ZIP : NV  89117
    MORTGAGE AMOUNT :   261,050.00  OPTION TO CONVERT :
    UNPAID BALANCE :    260,707.32  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,938.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 89.99700
    ----------------------------------------------------------------
0   0030962534     MORTGAGORS: MARANDI-GHODOUSI     MOHAMMAD
                               YOUSSEFI-GHODOUSI    SOHAILA
    REGION CODE    ADDRESS   : 3013 SCENIC HEIGHTS WAY
        01         CITY      :    CARMICHAEL
                   STATE/ZIP : CA  95608
    MORTGAGE AMOUNT :   226,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    226,436.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,644.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 89.98000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,529,400.00
                               P & I AMT:     11,335.70
                               UPB AMT:   1,527,384.17

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          200
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030962542     MORTGAGORS: RIFFE                GARY
                               KISKINIS             GARRY
    REGION CODE    ADDRESS   : 3544 COLMAR QUARTER
        01         CITY      :    NORFOLK
                   STATE/ZIP : VA  23509
    MORTGAGE AMOUNT :   233,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    233,585.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,716.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 90.30888
    ----------------------------------------------------------------
0   0030962559     MORTGAGORS: QUIOGUE              LAMBERTO
                               QUIOGUE              LORNA
    REGION CODE    ADDRESS   : 2882 SWEET LEAF COURT
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95148
    MORTGAGE AMOUNT :   251,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,278.02  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,890.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 89.85700
    ----------------------------------------------------------------
0   0030962567     MORTGAGORS: BYRNER               MAUREEN

    REGION CODE    ADDRESS   : 4927 WHITE COURT
        01         CITY      :    TORRANCE
                   STATE/ZIP : CA  90503
    MORTGAGE AMOUNT :   299,350.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,138.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,144.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 89.89400
    ----------------------------------------------------------------
0   0030962583     MORTGAGORS: OLGUIN               LAURA

    REGION CODE    ADDRESS   : 1035 SOUTH MILES COURT
        01         CITY      :    ANAHEIM
                   STATE/ZIP : CA  92808
    MORTGAGE AMOUNT :   282,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    282,509.32  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,051.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 89.98200
    ----------------------------------------------------------------
0   0030962591     MORTGAGORS: VAN WIJK             PETER
                               SANTOS               ARLETE
    REGION CODE    ADDRESS   : 3534 CRYSTAL COURT
        01         CITY      :    MIAMI
                   STATE/ZIP : FL  33133
    MORTGAGE AMOUNT :   261,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    260,648.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,915.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,328,750.00
                               P & I AMT:      9,717.41
                               UPB AMT:   1,327,159.69

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          201
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030962617     MORTGAGORS: JAMES                PAUL
                               JAMES                JANET
    REGION CODE    ADDRESS   : 2321 MIRA VISTA DRIVE
        01         CITY      :    EL CERRITO
                   STATE/ZIP : CA  94530
    MORTGAGE AMOUNT :   224,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    223,705.94  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,663.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030962625     MORTGAGORS: LUTZ                 WILLIAM
                               LUTZ                 P
    REGION CODE    ADDRESS   : 2223 NORTH WISTERIA LANE
        01         CITY      :    ORANGE
                   STATE/ZIP : CA  92867
    MORTGAGE AMOUNT :   328,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    328,007.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,410.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 89.98600
    ----------------------------------------------------------------
0   0030962641     MORTGAGORS: RIGNEY               ERIC
                               RIGNEY               LESLIE
    REGION CODE    ADDRESS   : 7310 MC COOL AVENUE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90045
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,366.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,740.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030962666     MORTGAGORS: FREEMAN              TAMMERA
                               FREEMAN              ANTHONY
    REGION CODE    ADDRESS   : 4925 RIO PINOS DRIVE
        01         CITY      :    RENO
                   STATE/ZIP : NV  89509
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,668.58  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,740.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 63.15700
    ----------------------------------------------------------------
0   0030962674     MORTGAGORS: TRAN                 LONG
                               BUI                  CHRISTIE
    REGION CODE    ADDRESS   : 3272 CHATEAU DU LAC
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95148
    MORTGAGE AMOUNT :   263,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,195.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,933.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.98900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,296,000.00
                               P & I AMT:      9,487.43
                               UPB AMT:   1,293,944.04

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          202
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030962732     MORTGAGORS: MINNERY              BRUCE
                               MINNERY              CYNTHIA
    REGION CODE    ADDRESS   : 1733 BIRCHWOOD DR
        01         CITY      :    SAN MARCOS
                   STATE/ZIP : CA  92069
    MORTGAGE AMOUNT :   324,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    323,541.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,321.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030962740     MORTGAGORS: BROWN                JESS
                               BROWN                LAURA
    REGION CODE    ADDRESS   : 815 VISTA DEL MAR DRIVE
        01         CITY      :    APTOS
                   STATE/ZIP : CA  95003
    MORTGAGE AMOUNT :   381,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    381,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,729.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 73.98000
    ----------------------------------------------------------------
0   0030962815     MORTGAGORS: ANDERSON             TAD
                               GAINES               ELLEN
    REGION CODE    ADDRESS   : 3236 STERNE STREET
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92106
    MORTGAGE AMOUNT :   279,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,798.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,974.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 88.99500
    ----------------------------------------------------------------
0   0030962823     MORTGAGORS: DIMSDALE             ROBERT
                               VACURA               JEAN
    REGION CODE    ADDRESS   : 5132 VIA PAPEL
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92122
    MORTGAGE AMOUNT :   232,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    231,852.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,742.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030962898     MORTGAGORS: ROLAND               WILLIAM
                               MCCABE               REGINA
    REGION CODE    ADDRESS   : 328 TWENTY-SECOND STREET
        01         CITY      :    HUNTINGDON BEACH
                   STATE/ZIP : CA  92648
    MORTGAGE AMOUNT :   265,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,994.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,481,500.00
                               P & I AMT:     10,763.01
                               UPB AMT:   1,480,691.29

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          203
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030963086     MORTGAGORS: INFUSO               GLEN
                               INFUSO               ROBIN
    REGION CODE    ADDRESS   : 29000 WOODCREEK COURT
        01         CITY      :    AGOURA HILLS
                   STATE/ZIP : CA  91301
    MORTGAGE AMOUNT :   281,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    280,811.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,061.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.60300
    ----------------------------------------------------------------
0   0030963201     MORTGAGORS: WEISS                ROBERT
                               WEISS                JOYCE
    REGION CODE    ADDRESS   : 48 GREENLEA LANE
        01         CITY      :    WESTON
                   STATE/ZIP : CT  06883
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,616.76  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,643.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/22
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 51.09400
    ----------------------------------------------------------------
0   0030963235     MORTGAGORS: NICKOLAS             NICHOLAS
                               NICKOLAS             SHEILA
    REGION CODE    ADDRESS   : 2914 NEEDHAM COURT
        01         CITY      :    DELRAY BEACH
                   STATE/ZIP : FL  33445
    MORTGAGE AMOUNT :   282,150.00  OPTION TO CONVERT :
    UNPAID BALANCE :    282,150.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,144.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030963771     MORTGAGORS: LIANG                LAWRENCE
                               LIANG                MOONCHI
    REGION CODE    ADDRESS   : 7293 BERRY HILL DR
        01         CITY      :    RANCHO PALOS VERDES
                   STATE/ZIP : CA  90274
    MORTGAGE AMOUNT :   305,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    305,273.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,136.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 78.33300
    ----------------------------------------------------------------
0   0030963797     MORTGAGORS: PATEL                MAHESH
                               PATEL                KUNJLATA
    REGION CODE    ADDRESS   : 5570 CALLE VISTA LINDA
        01         CITY      :    YORBA LINDA
                   STATE/ZIP : CA  92887
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,797.35  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,981.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 69.13500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,498,650.00
                               P & I AMT:     10,968.00
                               UPB AMT:   1,497,648.84

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          204
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030963920     MORTGAGORS: WARREN               JOSEPH
                               WARREN               ROBERTA
    REGION CODE    ADDRESS   : 21022 WOODFIELD ROAD
        01         CITY      :    GAITHERBURG
                   STATE/ZIP : MD  20882
    MORTGAGE AMOUNT :   308,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    307,793.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,260.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030963953     MORTGAGORS: ARMSTRONG            ALLAN

    REGION CODE    ADDRESS   : 3475 INDIAN RIDGE CIRCLE
        01         CITY      :    THOUSAND OAKS
                   STATE/ZIP : CA  91362
    MORTGAGE AMOUNT :   378,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    377,846.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,774.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 89.99300
    ----------------------------------------------------------------
0   0030963995     MORTGAGORS: MAK                  JOSEPH
                               MAK                  BRANDA
    REGION CODE    ADDRESS   : 18 MAPLE WAY
        01         CITY      :    SAN CARLOS
                   STATE/ZIP : CA  94070
    MORTGAGE AMOUNT :   332,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    331,759.70  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,349.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030964019     MORTGAGORS: BOLING               DOUGLAS
                               BOLING               NANCY
    REGION CODE    ADDRESS   : 1547 CORTINA COURT
        01         CITY      :    TAHOE CITY
                   STATE/ZIP : CA  96145
    MORTGAGE AMOUNT :   328,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    327,532.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,453.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/26
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 71.30434
    ----------------------------------------------------------------
0   0030964043     MORTGAGORS: BRIWICK              JEFFREY
                               BRIWICK              ANGELA
    REGION CODE    ADDRESS   : 27 HAWK HILL
        01         CITY      :    MISSION VIEJO
                   STATE/ZIP : CA  92629
    MORTGAGE AMOUNT :   248,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,220.22  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,758.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 91.39000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,594,500.00
                               P & I AMT:     11,596.06
                               UPB AMT:   1,593,152.33

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          205
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030964100     MORTGAGORS: DUNCAN               J
                               POGGI                MARISA
    REGION CODE    ADDRESS   : 723 PRIMROSE LANE
        01         CITY      :    BENICIA
                   STATE/ZIP : CA  94510
    MORTGAGE AMOUNT :   259,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,012.40  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,834.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030964126     MORTGAGORS: BALDWIN              CHRISTOPHER
                               BALDWIN              ELIZABETH
    REGION CODE    ADDRESS   : 42 TIMBERLAND
        01         CITY      :    ALISO VIEJO
                   STATE/ZIP : CA  92656
    MORTGAGE AMOUNT :   266,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,150.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,978.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 79.98800
    ----------------------------------------------------------------
0   0030964134     MORTGAGORS: WHITE                FELIX
                               WHITE                JANET
    REGION CODE    ADDRESS   : 16237 FIELDCREST CT
        01         CITY      :    LA MIRADA
                   STATE/ZIP : CA  90638
    MORTGAGE AMOUNT :   235,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    234,706.85  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,786.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 79.98700
    ----------------------------------------------------------------
0   0030964142     MORTGAGORS: O' SHEA              JAMES
                               KIM                  MICHELLE
    REGION CODE    ADDRESS   : 5305 RUETTE DE MER
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92130
    MORTGAGE AMOUNT :   348,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    348,016.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,555.34  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 89.99300
    ----------------------------------------------------------------
0   0030964159     MORTGAGORS: ARNONE               DAVE

    REGION CODE    ADDRESS   : 2136 SAND POINT RD
        01         CITY      :    BYRON
                   STATE/ZIP : CA  94514
    MORTGAGE AMOUNT :   220,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    220,252.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,617.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 89.95900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,329,350.00
                               P & I AMT:      9,772.09
                               UPB AMT:   1,328,137.85

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          206
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030964167     MORTGAGORS: TSU                  JAMES
                               TSU                  JENNIFER
    REGION CODE    ADDRESS   : 15292 KNOLLWOOD CIR.
        01         CITY      :    HUNTINGTON BEACH
                   STATE/ZIP : CA  92647
    MORTGAGE AMOUNT :   273,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    273,131.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,006.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.99300
    ----------------------------------------------------------------
0   0030964175     MORTGAGORS: SCHLICHT             LAUREN

    REGION CODE    ADDRESS   : 28786 FAIRCREST WAY
        01         CITY      :    ESCONDIDO
                   STATE/ZIP : CA  92026
    MORTGAGE AMOUNT :   258,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    257,822.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,870.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030964183     MORTGAGORS: BELSKY               ALAN
                               BELSKY               STACEY
    REGION CODE    ADDRESS   : 7209 FAWN CROSSING DR
        01         CITY      :    CLARKSVILLE
                   STATE/ZIP : MD  21029
    MORTGAGE AMOUNT :   288,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    288,501.05  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,094.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 77.09600
    ----------------------------------------------------------------
0   0030964233     MORTGAGORS: GARCIA               MICHAEL
                               GARCIA               MARIA
    REGION CODE    ADDRESS   : 6350 TARRAGON ROAD
        01         CITY      :    RANCHO PALOS VERDE
                   STATE/ZIP : CA  90275
    MORTGAGE AMOUNT :   354,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    354,161.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,597.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.99000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.99000  PRODUCT CODE      :   002
    LTV :                 72.03200
    ----------------------------------------------------------------
0   0030964258     MORTGAGORS: KICKHOFEL            ROBERT
                               KICKHOFEL            NINA
    REGION CODE    ADDRESS   : 2604 META DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95130
    MORTGAGE AMOUNT :   220,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    219,801.75  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,612.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.99000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.99000  PRODUCT CODE      :   002
    LTV :                 78.57100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,394,800.00
                               P & I AMT:     10,183.00
                               UPB AMT:   1,393,418.71

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          207
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030964340     MORTGAGORS: CUTBRITH             ROBERT
                               MOORE                RUSSELL
    REGION CODE    ADDRESS   : 140 DANIEL DRIVE
        01         CITY      :    ALAMO
                   STATE/ZIP : CA  94507
    MORTGAGE AMOUNT :   340,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    339,747.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,377.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 69.38700
    ----------------------------------------------------------------
0   0030964605     MORTGAGORS: THOMPSON             LAWRENCE

    REGION CODE    ADDRESS   : 49 MEADOWVIEW LANE
        01         CITY      :    BERKELEY HEIGHTS TOWNSHIP
                   STATE/ZIP : NJ  07922
    MORTGAGE AMOUNT :   308,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    308,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,127.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030964647     MORTGAGORS: MOHANDISS            RAMSEY
                               MOHANDISS            REBECCA
    REGION CODE    ADDRESS   : 3725 TYNEMOORE TRACE
        01         CITY      :    SMYRNA
                   STATE/ZIP : GA  30080
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,830.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,719.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030964803     MORTGAGORS: COHEN                MARVIN

    REGION CODE    ADDRESS   : 4101 GREENWOOD AVENUE
        01         CITY      :    OAKLAND
                   STATE/ZIP : CA  94602
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,817.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,783.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030964860     MORTGAGORS: GRAHAM               MARK
                               GRAHAM               KIMBERLY
    REGION CODE    ADDRESS   : 2305 SOUTH OLA VISTA
        01         CITY      :    SAN CLEMENTE
                   STATE/ZIP : CA  92672
    MORTGAGE AMOUNT :   290,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    290,509.84  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,158.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,430,700.00
                               P & I AMT:     10,166.08
                               UPB AMT:   1,429,905.73

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          208
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030965032     MORTGAGORS: DRESZLER             NANCY
                               DRESZLER             ALEXANDER
    REGION CODE    ADDRESS   : 40 ABBINGTON TERRACE
        01         CITY      :    GLEN ROCK
                   STATE/ZIP : NJ  07452
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    260,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,862.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030965230     MORTGAGORS: JARR                 WILLIAM
                               MOFFENBIAR-JARR      MARGARET
    REGION CODE    ADDRESS   : 335 COTTONWOOD DRIVE
        01         CITY      :    MIDDLETOWN TOWNSHIP
                   STATE/ZIP : PA  19047
    MORTGAGE AMOUNT :   254,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    253,842.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,930.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030965255     MORTGAGORS: MORALES              JAMES
                               MORALES              LORAINE
    REGION CODE    ADDRESS   : 5040 WYLDERIDGE DRIVE
        01         CITY      :    MURPHYS
                   STATE/ZIP : CA  95247
    MORTGAGE AMOUNT :   237,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    237,003.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,805.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   06/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030965263     MORTGAGORS: PRING                ANN
                               PRING                STEPHEN
    REGION CODE    ADDRESS   : 32 SUNNYSIDE DRIVE
        01         CITY      :    INVERNESS
                   STATE/ZIP : CA  94937
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,685.65  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,915.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 76.36300
    ----------------------------------------------------------------
0   0030965313     MORTGAGORS: RAMSEY               PAUL
                               RAMSEY               DARYL
    REGION CODE    ADDRESS   : 22 CLOVER MILL LANE
        01         CITY      :    MALVERN
                   STATE/ZIP : PA  19355
    MORTGAGE AMOUNT :   360,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    359,490.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,579.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 77.70000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,363,600.00
                               P & I AMT:     10,093.64
                               UPB AMT:   1,362,021.05

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          209
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030965388     MORTGAGORS: SCHENK               EDWARD
                               SCHENK               SHELLEY
    REGION CODE    ADDRESS   : 34 CLOVER DRIVE EXT.
        01         CITY      :    WILTON
                   STATE/ZIP : CT  06897
    MORTGAGE AMOUNT :   257,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    257,023.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,864.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030965560     MORTGAGORS: WONG                 ANDREW
                               WONG                 EILEEN
    REGION CODE    ADDRESS   : 684-686 DANFORTH DRIVE
        01         CITY      :    SUNNYVALE
                   STATE/ZIP : CA  94087
    MORTGAGE AMOUNT :   383,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    383,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,679.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030965578     MORTGAGORS: LONGENECKER          STANLEY
                               LONGENECKER          MARY
    REGION CODE    ADDRESS   : 318 NORTH DOWNEY LANE
        01         CITY      :    PLACENTIA
                   STATE/ZIP : CA  92870
    MORTGAGE AMOUNT :   432,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    431,695.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,094.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030965610     MORTGAGORS: SIM                  CURTIS
                               SIM                  DENISE
    REGION CODE    ADDRESS   : 15635 BROAD OAKS ROAD
        01         CITY      :    EL CAJON
                   STATE/ZIP : CA  92021
    MORTGAGE AMOUNT :   279,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,803.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,998.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.94269
    ----------------------------------------------------------------
0   0030965693     MORTGAGORS: WANG                 WU
                               SUN                  HUI-LING
    REGION CODE    ADDRESS   : 186 SANTA RITA COURT
        01         CITY      :    LOS ALTOS
                   STATE/ZIP : CA  94022
    MORTGAGE AMOUNT :   373,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    372,743.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,704.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 71.73070
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,724,400.00
                               P & I AMT:     12,342.49
                               UPB AMT:   1,723,464.46

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          210
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030965701     MORTGAGORS: DING                 CHENG-LIANG
                               TING                 LUH-LUH
    REGION CODE    ADDRESS   : 8139 HYANNISPORT DRIVE
        01         CITY      :    CUPERTINO
                   STATE/ZIP : CA  95014
    MORTGAGE AMOUNT :   467,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    466,670.39  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,345.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 72.96800
    ----------------------------------------------------------------
0   0030965719     MORTGAGORS: DAY                  DEBORAH

    REGION CODE    ADDRESS   : 5490 QUAIL VALLEY ROAD
        01         CITY      :    PLACERVILLE
                   STATE/ZIP : CA  95667
    MORTGAGE AMOUNT :   272,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,798.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,901.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030965743     MORTGAGORS: WISSING              DAVID
                               WISSING              JUDY
    REGION CODE    ADDRESS   : 8801 OAKVIEW COURT
        01         CITY      :    OAKDALE
                   STATE/ZIP : CA  95361
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,805.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,768.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030965750     MORTGAGORS: MANSFIELD            RICHARD
                               MANSFIELD            LAURA
    REGION CODE    ADDRESS   : 967 TOPE ROAD
        01         CITY      :    SHARPSBURG
                   STATE/ZIP : GA  30277
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,846.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,803.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 57.55300
    ----------------------------------------------------------------
0   0030965768     MORTGAGORS: KING                 JAMES
                               KING                 SHARON
    REGION CODE    ADDRESS   : 105 SMITHDUN LANE
        01         CITY      :    ATLANTA
                   STATE/ZIP : GA  30350
    MORTGAGE AMOUNT :   204,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    203,473.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,514.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,439,000.00
                               P & I AMT:     10,333.38
                               UPB AMT:   1,437,594.65

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          211
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030965966     MORTGAGORS: HA                   DIEP
                               NGUYEN               TUYET
    REGION CODE    ADDRESS   : 842 TRAMWAY DRIVE
        01         CITY      :    MILPITAS
                   STATE/ZIP : CA  95035
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    320,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,320.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 76.92300
    ----------------------------------------------------------------
0   0030965974     MORTGAGORS: DOMINGO              RENATO
                               DOMINGO              GRACE
    REGION CODE    ADDRESS   : 11544 SEMINOLE CIRCLE
        01         CITY      :    NORTHRIDGE
                   STATE/ZIP : CA  91326
    MORTGAGE AMOUNT :   232,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    232,343.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,704.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.99000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.99000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0030965982     MORTGAGORS: SIMON                JAMES
                               SIMON                MARITA
    REGION CODE    ADDRESS   : 2908 GLEN ALDEN COURT
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95148
    MORTGAGE AMOUNT :   243,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    243,250.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,763.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------
0   0030965990     MORTGAGORS: KOJIMA               RICK

    REGION CODE    ADDRESS   : 1606 MONTEVAL COURT
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95120
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    300,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,097.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 67.56700
    ----------------------------------------------------------------
0   0030966006     MORTGAGORS: PACKER               RONALD
                               PACKER               SUSAN
    REGION CODE    ADDRESS   : 107 SURBAUGH SQUARE
        01         CITY      :    FOLSOM
                   STATE/ZIP : CA  95630
    MORTGAGE AMOUNT :   222,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    221,778.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,628.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 94.46800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,317,750.00
                               P & I AMT:      9,514.96
                               UPB AMT:   1,317,372.54

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          212
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030966048     MORTGAGORS: AVERY                CHARLES
                               AVERY                MICHELE
    REGION CODE    ADDRESS   : 1825 SOUTH CLARKSON STREET
        01         CITY      :    DENVER
                   STATE/ZIP : CO  80210
    MORTGAGE AMOUNT :   290,890.00  OPTION TO CONVERT :
    UNPAID BALANCE :    290,684.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,083.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030966097     MORTGAGORS: FOLTZ                DENNIS
                               FOLTZ                BETTIE
    REGION CODE    ADDRESS   : 6707 CHERRY HILL PKWY
        01         CITY      :    FT WAYNE
                   STATE/ZIP : IN  46835
    MORTGAGE AMOUNT :   288,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,796.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,063.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030966188     MORTGAGORS: BROOKS               BRADFORD
                               BROOKS               ANGELA
    REGION CODE    ADDRESS   : 921 IRON BRIDGE ROAD
        01         CITY      :    BETHLEHEM TOWNSHIP
                   STATE/ZIP : NJ  08802
    MORTGAGE AMOUNT :   285,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,808.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,091.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 93.44200
    ----------------------------------------------------------------
0   0030966238     MORTGAGORS: DOUGLAS              STEVEN

    REGION CODE    ADDRESS   : 2427 COOSAWATTEE DRIVE
        01         CITY      :    ATLANTA
                   STATE/ZIP : GA  30319
    MORTGAGE AMOUNT :   254,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,615.58  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,803.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 94.98600
    ----------------------------------------------------------------
0   0030966402     MORTGAGORS: TU                   KAI-NIEN
                               WANG                 LE-YEN
    REGION CODE    ADDRESS   : 21869 MONTE COURT
        01         CITY      :    CUPERTINO
                   STATE/ZIP : CA  95014
    MORTGAGE AMOUNT :   326,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    326,031.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,393.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,444,940.00
                               P & I AMT:     10,435.85
                               UPB AMT:   1,443,936.86

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          213
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030966410     MORTGAGORS: FELDSINE             DAVID
                               LAM FELDSINE         MARY ANN
    REGION CODE    ADDRESS   : 560 TAWNY DRIVE
        01         CITY      :    PLEASANTON
                   STATE/ZIP : CA  94566
    MORTGAGE AMOUNT :   235,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    235,541.85  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,729.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 67.34000
    ----------------------------------------------------------------
0   0030966428     MORTGAGORS: RICAFORT             FRANCISCO
                               RICAFORT             TERESITA
    REGION CODE    ADDRESS   : 30301 MERIDIEN COURT
        01         CITY      :    UNION CITY
                   STATE/ZIP : CA  94587
    MORTGAGE AMOUNT :   245,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,818.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,713.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 71.01400
    ----------------------------------------------------------------
0   0030966436     MORTGAGORS: PATHAK               LALIT
                               PATHAK               VANDANA
    REGION CODE    ADDRESS   : 3260 CHATEAU DU LAC
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95148
    MORTGAGE AMOUNT :   277,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    277,294.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,940.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.97780
    ----------------------------------------------------------------
0   0030966444     MORTGAGORS: FISHER               ANDREW
                               KRAVITZ              LYNDA
    REGION CODE    ADDRESS   : 237 PARK VIEW AVENUE
        01         CITY      :    PIEDMONT
                   STATE/ZIP : CA  94610
    MORTGAGE AMOUNT :   355,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    354,743.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,512.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 59.66380
    ----------------------------------------------------------------
0   0030966451     MORTGAGORS: PINGOL               ALEJANDRO
                               PINGOL               JOYCELYN
    REGION CODE    ADDRESS   : 3910 BOULDER CANYON DRIVE
        01         CITY      :    CASTRO VALLEY
                   STATE/ZIP : CA  94552
    MORTGAGE AMOUNT :   291,150.00  OPTION TO CONVERT :
    UNPAID BALANCE :    290,949.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,111.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 89.99910
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,404,350.00
                               P & I AMT:     10,006.59
                               UPB AMT:   1,403,346.77

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          214
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030966469     MORTGAGORS: JAFFE                DAVID

    REGION CODE    ADDRESS   : 739 HILLDALE AVENUE
        01         CITY      :    BERKELEY
                   STATE/ZIP : CA  94708
    MORTGAGE AMOUNT :   266,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,211.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,908.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.35650
    ----------------------------------------------------------------
0   0030966477     MORTGAGORS: CRAWFORD             STEVEN
                               CRAWFORD             LEANNE
    REGION CODE    ADDRESS   : 578 NORTH SYCAMORE AVENUE
        01         CITY      :    FULLERTON
                   STATE/ZIP : CA  92831
    MORTGAGE AMOUNT :   222,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    222,600.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,634.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 94.98930
    ----------------------------------------------------------------
0   0030966485     MORTGAGORS: MACK                 FERNANDO

    REGION CODE    ADDRESS   : 6076 PARK CREST DRIVE
        01         CITY      :    CHINO HILLS
                   STATE/ZIP : CA  91709
    MORTGAGE AMOUNT :   225,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    225,539.27  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,618.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.98580
    ----------------------------------------------------------------
0   0030966493     MORTGAGORS: HUMPLEMAN            RICHARD
                               NGUYEN               QUYEN
    REGION CODE    ADDRESS   : 343 LOWER VINTNERS CIRCLE
        01         CITY      :    FREMONT
                   STATE/ZIP : CA  94539
    MORTGAGE AMOUNT :   385,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    384,735.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,791.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 71.96261
    ----------------------------------------------------------------
0   0030966519     MORTGAGORS: PAGANO               THOMAS
                               PAGANO               SHAN
    REGION CODE    ADDRESS   : 2783 CAPELLA WAY
        01         CITY      :    THOUSAND OAKS
                   STATE/ZIP : CA  91362
    MORTGAGE AMOUNT :   314,650.00  OPTION TO CONVERT :
    UNPAID BALANCE :    314,433.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,281.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 89.92820
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,414,700.00
                               P & I AMT:     10,234.31
                               UPB AMT:   1,413,520.29

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          215
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030966709     MORTGAGORS: TAYLOR               GREGSON
                               TAYLOR               DEBRA
    REGION CODE    ADDRESS   : 9712 ROYSTON COURT
        01         CITY      :    GRANITE BAY
                   STATE/ZIP : CA  95746
    MORTGAGE AMOUNT :   234,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    234,080.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,658.01  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.99100
    ----------------------------------------------------------------
0   0030966832     MORTGAGORS: WILVERDING           JEROME
                               WILVERDING           ELLEN
    REGION CODE    ADDRESS   : 1704 JEANNE CIRCLE
        01         CITY      :    MARTINEZ
                   STATE/ZIP : CA  94553
    MORTGAGE AMOUNT :   275,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,045.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030966865     MORTGAGORS: MONA                 GERALD
                               MONA                 LISA
    REGION CODE    ADDRESS   : 18192 POND RIDGE CIRCLE
        01         CITY      :    GURNEE
                   STATE/ZIP : IL  60031
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,748.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 70.62100
    ----------------------------------------------------------------
0   0030967053     MORTGAGORS: BORSELLINO           THOMAS
                               KAFKA                MONIKA
    REGION CODE    ADDRESS   : 2434 FAIRGLEN DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95125
    MORTGAGE AMOUNT :   303,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    303,085.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,172.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030967087     MORTGAGORS: BUDRYS               AUDRIUS
                               BUDRYS               RAMONA
    REGION CODE    ADDRESS   : 433 BELLA CORTE
        01         CITY      :    MOUNTAIN VIEW
                   STATE/ZIP : CA  94043
    MORTGAGE AMOUNT :   285,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    285,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,091.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 78.08200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,348,050.00
                               P & I AMT:      9,715.74
                               UPB AMT:   1,347,666.38

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          216
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030967103     MORTGAGORS: LAWLESS              ANDREW
                               LAWLESS              YVETTE
    REGION CODE    ADDRESS   : 6304 BARNESDALE PATH
        01         CITY      :    CENTREVILLE
                   STATE/ZIP : VA  20120
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,504.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,507.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 77.77700
    ----------------------------------------------------------------
0   0030967145     MORTGAGORS: MC LAUGHLIN          EMILY
                               MC LAUGHLIN          JOHN
    REGION CODE    ADDRESS   : 32 CLEARVIEW ROAD
        01         CITY      :    READINGTON
                   STATE/ZIP : NJ  08889
    MORTGAGE AMOUNT :   483,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    482,949.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,673.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 79.99700
    ----------------------------------------------------------------
0   0030967152     MORTGAGORS: TAYLOR               JEFFERY
                               TAYLOR               ANNE
    REGION CODE    ADDRESS   : 35210 EL NIGUEL ROAD
        01         CITY      :    LAKE ELSINORE AREA
                   STATE/ZIP : CA  92530
    MORTGAGE AMOUNT :   293,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    292,903.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,150.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 73.27500
    ----------------------------------------------------------------
0   0030967160     MORTGAGORS: PEDERSEN             INGRID
                               GAREFINO             JOSEPH
    REGION CODE    ADDRESS   : 1 KUHAR'S WAY
        01         CITY      :    NEWTOWN TOWNSHIP
                   STATE/ZIP : PA  18940
    MORTGAGE AMOUNT :   272,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,549.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,043.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030967210     MORTGAGORS: CHU                  EDWARD
                               SETO                 GAIL
    REGION CODE    ADDRESS   : 456 MARIETTA STREET
        01         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94127
    MORTGAGE AMOUNT :   266,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,859.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,664,350.00
                               P & I AMT:     12,234.52
                               UPB AMT:   1,662,906.36

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          217
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030967509     MORTGAGORS: WIOLAND              JOHN
                               WIOLAND              KATHLEEN
    REGION CODE    ADDRESS   : 32 TREMONT DRIVE
        01         CITY      :    EAST HANOVER
                   STATE/ZIP : NJ  07936
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    300,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,097.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 76.72600
    ----------------------------------------------------------------
0   0030967582     MORTGAGORS: LEI                  XIAOLONG
                               HUANG                CHEN
    REGION CODE    ADDRESS   : 878 ROSE BLOSSOM DRIVE
        01         CITY      :    CUPERTINO
                   STATE/ZIP : CA  95014
    MORTGAGE AMOUNT :   379,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    379,238.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,751.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 76.35810
    ----------------------------------------------------------------
0   0030967673     MORTGAGORS: DINKOVSKI            BORIS
                               DINKOVSKI            VICTORIA
    REGION CODE    ADDRESS   : 3935 VIA REPOSO
        01         CITY      :    RANCHOS SANTA FE
                   STATE/ZIP : CA  92067
    MORTGAGE AMOUNT :   479,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    479,900.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,479.61  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 77.40300
    ----------------------------------------------------------------
0   0030967830     MORTGAGORS: LOGSDON              MARK
                               LOGSDON              LISA
    REGION CODE    ADDRESS   : 11735 OJAI SANTA PAULA ROAD
        01         CITY      :    OJAI AREA
                   STATE/ZIP : CA  93023
    MORTGAGE AMOUNT :   440,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    439,689.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,152.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 74.57600
    ----------------------------------------------------------------
0   0030967905     MORTGAGORS: LANCASTER            RAYMOND
                               LANCASTER            MARGIE
    REGION CODE    ADDRESS   : 2174 W ROCKING HORSE ROAD
        01         CITY      :    RANCHO PALOS VERDES
                   STATE/ZIP : CA  90275
    MORTGAGE AMOUNT :   308,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    307,788.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,233.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 77.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,907,400.00
                               P & I AMT:     13,714.31
                               UPB AMT:   1,906,616.33

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          218
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030967913     MORTGAGORS: ZUPKO                JOSEPH
                               KEAN                 DENNIS
    REGION CODE    ADDRESS   : 8134 GEORGETOWN AVENUE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90045
    MORTGAGE AMOUNT :   250,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,023.40  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,792.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030967988     MORTGAGORS: JUSTINIANO           KELLI
                               JUSTINIANO           ANTHONY
    REGION CODE    ADDRESS   : 204 SIESTA AVENUE
        01         CITY      :    THOUSAND OAKS
                   STATE/ZIP : CA  91360
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,819.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,834.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 94.81481
    ----------------------------------------------------------------
0   0030968002     MORTGAGORS: KIDD                 SCOTT
                               KIDD                 SUZANNE
    REGION CODE    ADDRESS   : 1707 CALLE DE LOS ALAMOS
        01         CITY      :    SAN CLEMENTE
                   STATE/ZIP : CA  92672
    MORTGAGE AMOUNT :   272,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,798.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,901.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 54.94940
    ----------------------------------------------------------------
0   0030968010     MORTGAGORS: WEST                 JEAN-CLAUDE
                               SCHMITZ              ANNA
    REGION CODE    ADDRESS   : 165 LARK LANE
        01         CITY      :    MILL VALLEY
                   STATE/ZIP : CA  94941
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,779.78  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,320.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030968028     MORTGAGORS: FELKER               FORT
                               NEWMARK              ROBIN
    REGION CODE    ADDRESS   : 2233 TUSCANY CIRCLE
        01         CITY      :    LIVERMORE
                   STATE/ZIP : CA  94550
    MORTGAGE AMOUNT :   425,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    424,707.52  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,081.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 73.27580
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,523,200.00
                               P & I AMT:     10,930.11
                               UPB AMT:   1,522,128.15

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          219
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030968077     MORTGAGORS: DARCEY               STEVEN
                               DARCEY               LEIGH
    REGION CODE    ADDRESS   : 260 CARNEROS ROAD
        01         CITY      :    AROMAS
                   STATE/ZIP : CA  95004
    MORTGAGE AMOUNT :   274,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,161.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,966.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030968085     MORTGAGORS: KRAMER               GARY
                               KRAMER               LOIS
    REGION CODE    ADDRESS   : 5539 E. CAMELBACK ROAD
        01         CITY      :    PHOENIX
                   STATE/ZIP : AZ  85018
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,622.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,840.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030968119     MORTGAGORS: BJORNBERG            SHON
                               BJORNBERG            CHRISTA
    REGION CODE    ADDRESS   : 1858 MARIAN AVENUE
        01         CITY      :    THOUSAND OAKS
                   STATE/ZIP : CA  91360
    MORTGAGE AMOUNT :   229,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    229,574.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,647.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030968127     MORTGAGORS: LEE                  YOUNG
                               AHN-LEE              ANGELA
    REGION CODE    ADDRESS   : 3122 145TH PLACE SOUTHEAST
        01         CITY      :    MILL CREEK
                   STATE/ZIP : WA  98012
    MORTGAGE AMOUNT :   245,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    245,281.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,779.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.96400
    ----------------------------------------------------------------
0   0030968143     MORTGAGORS: SALAZAR              ARNALDO
                               SALAZAR              CRISTINA
    REGION CODE    ADDRESS   : 213 LOMITAS AVENUE
        01         CITY      :    SOUTH SAN FRANCISCO
                   STATE/ZIP : CA  94080
    MORTGAGE AMOUNT :   289,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,565.24  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,176.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,299,650.00
                               P & I AMT:      9,410.68
                               UPB AMT:   1,298,204.39

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          220
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030968168     MORTGAGORS: MC DOUGALD           SHANNON
                               MC DOUGALD           WENDY
    REGION CODE    ADDRESS   : 8122 W. MERCER WAY
        01         CITY      :    MERCER ISLAND
                   STATE/ZIP : WA  98040
    MORTGAGE AMOUNT :   576,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    575,583.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,076.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030968184     MORTGAGORS: COMITO               JOHN
                               COMITO               DEANNE
    REGION CODE    ADDRESS   : 907 PLEASANT HILL ROAD
        01         CITY      :    REDWOOD CITY
                   STATE/ZIP : CA  94062
    MORTGAGE AMOUNT :   291,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    290,989.23  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,061.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030968192     MORTGAGORS: WHITMER              JEFFREY
                               WHITMER              KATHLEEN
    REGION CODE    ADDRESS   : 1018 PINE AVENUE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95125
    MORTGAGE AMOUNT :   319,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    318,980.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,314.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030968200     MORTGAGORS: SYU                  SYANG
                               SYU                  MEI-MAN
    REGION CODE    ADDRESS   : 363 LOWER VINTERS CIRCLE
        01         CITY      :    FREMONT
                   STATE/ZIP : CA  94539
    MORTGAGE AMOUNT :   411,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    410,717.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,980.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 70.86206
    ----------------------------------------------------------------
0   0030968366     MORTGAGORS: TERASHITA            MASAAKIA
                               TERASHITA            LYNN
    REGION CODE    ADDRESS   : 2412 FAIRCROSS STREET
        01         CITY      :    TORRANCE
                   STATE/ZIP : CA  90505
    MORTGAGE AMOUNT :   219,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    219,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,550.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 78.21400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,816,400.00
                               P & I AMT:     12,982.52
                               UPB AMT:   1,815,269.82

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          221
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030968374     MORTGAGORS: FU                   ROBERT
                               FUCHENG              YUN
    REGION CODE    ADDRESS   : 2430 GREENFIELD AVENUE
        01         CITY      :    ARCADIA
                   STATE/ZIP : CA  91006
    MORTGAGE AMOUNT :   255,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,848.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 72.85700
    ----------------------------------------------------------------
0   0030968507     MORTGAGORS: NOLEN                JAMES
                               NOLEN                PAULA
    REGION CODE    ADDRESS   : 3065 ASPEN DRIVE
        01         CITY      :    PENRYN
                   STATE/ZIP : CA  95663
    MORTGAGE AMOUNT :   312,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    312,950.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,323.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 73.63529
    ----------------------------------------------------------------
0   0030968580     MORTGAGORS: BURKE                JOHN
                               BURKE                DE EDRA
    REGION CODE    ADDRESS   : 3272 NORTH MEDICINE BOW COURT
        01         CITY      :    WESTLAKE VILLAGE
                   STATE/ZIP : CA  91362
    MORTGAGE AMOUNT :   254,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,819.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030968598     MORTGAGORS: MINI                 GARY
                               MINI                 THERESIA
    REGION CODE    ADDRESS   : 15 MAGNOLIA LANE
        01         CITY      :    BOONTON
                   STATE/ZIP : NJ  07005
    MORTGAGE AMOUNT :   230,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    228,227.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,647.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   02/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.97100
    ----------------------------------------------------------------
0   0030968812     MORTGAGORS: EATON                MARK
                               KUO                  JULIE
    REGION CODE    ADDRESS   : 2131 ST. ELIAS PLACE
        01         CITY      :    DAVIS
                   STATE/ZIP : CA  95616
    MORTGAGE AMOUNT :   396,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    396,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,836.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.20000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,447,950.00
                               P & I AMT:     10,477.01
                               UPB AMT:   1,446,177.71

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          222
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030969117     MORTGAGORS: ADAMS                KELLY
                               ADAMS                SUZETTE
    REGION CODE    ADDRESS   : 5380 ERICKSON DRIVE
        01         CITY      :    GRANITE BAY
                   STATE/ZIP : CA  95746
    MORTGAGE AMOUNT :   275,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,515.01  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,022.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.99200
    ----------------------------------------------------------------
0   0030969240     MORTGAGORS: VICTORY              WALTER
                               THOMAS               MARYLYNN
    REGION CODE    ADDRESS   : 3 CARDEROCK COURT
        01         CITY      :    BETHESDA
                   STATE/ZIP : MD  20817
    MORTGAGE AMOUNT :   321,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    321,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,331.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 77.46900
    ----------------------------------------------------------------
0   0030969505     MORTGAGORS: PATTERSON            ROGER
                               PATTERSON            SHAWNA
    REGION CODE    ADDRESS   : 1984 LASALLE WAY
        01         CITY      :    MARIETTA
                   STATE/ZIP : GA  30062
    MORTGAGE AMOUNT :   278,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,198.50  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,970.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 84.75800
    ----------------------------------------------------------------
0   0030969547     MORTGAGORS: EYER                 TIMOTHY
                               EYER                 CYNTHIA
    REGION CODE    ADDRESS   : 3011 145TH PLACE S.E.
        01         CITY      :    MILL CREEK
                   STATE/ZIP : WA  98012
    MORTGAGE AMOUNT :   255,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,528.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,876.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 89.99200
    ----------------------------------------------------------------
0   0030970107     MORTGAGORS: WANG                 YUEN
                               WANG                 RITA
    REGION CODE    ADDRESS   : 586 MILITARY WAY
        01         CITY      :    PALO ALTO
                   STATE/ZIP : CA  94306
    MORTGAGE AMOUNT :   357,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    357,360.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,623.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,488,900.00
                               P & I AMT:     10,824.77
                               UPB AMT:   1,488,102.00

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          223
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030970115     MORTGAGORS: SCHNEIDER            OLAF
                               SCHNEIDER            DIANA
    REGION CODE    ADDRESS   : 1065 NEVADA AVENUE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95125
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,777.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,097.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 69.12400
    ----------------------------------------------------------------
0   0030970131     MORTGAGORS: SOLTANI-NOBAKHT      ALI
                               BAGHERZADEH          MINA
    REGION CODE    ADDRESS   : 998 DAFFODIL WAY
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95117
    MORTGAGE AMOUNT :   238,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    238,339.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,750.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030970149     MORTGAGORS: KRUGER               ROBERT
                               KAMINER              AMY
    REGION CODE    ADDRESS   : 315 HOWARD AVENUE
        01         CITY      :    PIEDMONT
                   STATE/ZIP : CA  94611
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,777.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,097.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 58.25242
    ----------------------------------------------------------------
0   0030970164     MORTGAGORS: BEST                 TOM
                               BEST                 LORI
    REGION CODE    ADDRESS   : 6413 REEDY SONG KNOLL
        01         CITY      :    CLARKSVILLE
                   STATE/ZIP : MD  20219
    MORTGAGE AMOUNT :   249,350.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,995.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,786.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.99200
    ----------------------------------------------------------------
0   0030970172     MORTGAGORS: MOLLOY               ANTHONY
                               MOLLOY               DEBORAH
    REGION CODE    ADDRESS   : 9645 LA TUNA CANYON ROAD
        01         CITY      :    SUN VALLEY AREA
                   STATE/ZIP : CA  91352
    MORTGAGE AMOUNT :   262,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    262,010.22  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,855.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,350,050.00
                               P & I AMT:      9,587.53
                               UPB AMT:   1,348,900.64

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          224
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030970180     MORTGAGORS: GEIS                 JOHN
                               GEIS                 SHIRLEY
    REGION CODE    ADDRESS   : 10714 DEEP CLIFFE DRIVE
        01         CITY      :    CUPERTINO
                   STATE/ZIP : CA  95014
    MORTGAGE AMOUNT :   531,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    530,625.22  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,804.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 74.78870
    ----------------------------------------------------------------
0   0030970198     MORTGAGORS: OLUND                JEFFREY

    REGION CODE    ADDRESS   : 527 KIRKLAND AVENUE
        01         CITY      :    KIRKLAND
                   STATE/ZIP : WA  98033
    MORTGAGE AMOUNT :   284,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,209.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,086.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030970206     MORTGAGORS: D'AVANZO             STEVEN
                               D'AVANZO             HELEN
    REGION CODE    ADDRESS   : 4005 FARM HILL BOULEVARD
        01         CITY      :    REDWOOD CITY
                   STATE/ZIP : CA  94061
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,793.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,175.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 71.42857
    ----------------------------------------------------------------
0   0030970214     MORTGAGORS: MICHAELS             GUY
                               MICHAELS             SHAWNYA
    REGION CODE    ADDRESS   : 206 DOLORES STREET
        01         CITY      :    EL GRANADA
                   STATE/ZIP : CA  94018
    MORTGAGE AMOUNT :   288,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,796.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,063.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 69.39750
    ----------------------------------------------------------------
0   0030970230     MORTGAGORS: NGUYEN               CONG
                               NGUYEN               THUHANG
    REGION CODE    ADDRESS   : 2845 MANTIS DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95148
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,834.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,953.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 74.28571
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,663,400.00
                               P & I AMT:     12,082.75
                               UPB AMT:   1,662,258.87

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          225
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030970255     MORTGAGORS: SU                   MARK

    REGION CODE    ADDRESS   : 32744 ORICK STREET
        01         CITY      :    UNION CITY
                   STATE/ZIP : CA  94587
    MORTGAGE AMOUNT :   228,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    226,629.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,658.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030970289     MORTGAGORS: FULLINWIDER          JON
                               FULLINWIDER          MARGARET
    REGION CODE    ADDRESS   : 2082 KAIA LANE
        01         CITY      :    SIERRA MADRE
                   STATE/ZIP : CA  91024
    MORTGAGE AMOUNT :   420,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    419,703.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,008.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030970305     MORTGAGORS: WILLIAMS             BENJAMIN
                               WILLIAMS             CHERYL
    REGION CODE    ADDRESS   : 4210 NORTH DAMEN AVENUE
        01         CITY      :    CHICAGO
                   STATE/ZIP : IL  60618
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,688.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,900.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 88.18300
    ----------------------------------------------------------------
0   0030970313     MORTGAGORS: ANTOGNAZZI           PETE
                               ANTOGNAZZI           PAIGE
    REGION CODE    ADDRESS   : 14866 WEST MIDDLE ROAD
        01         CITY      :    TRACY
                   STATE/ZIP : CA  95376
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,812.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,054.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030970388     MORTGAGORS: PEARSON              HOWARD
                               PEARSON              JANICE
    REGION CODE    ADDRESS   : 6 CATHERINE COURT
        01         CITY      :    WASHINGTON TOWNSHIP
                   STATE/ZIP : NJ  07853
    MORTGAGE AMOUNT :   230,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    229,568.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,748.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   05/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 67.66696
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,408,800.00
                               P & I AMT:     10,370.78
                               UPB AMT:   1,405,401.38

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          226
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030970461     MORTGAGORS: GRACE                JOSEPH
                               TOY                  DEANNA
    REGION CODE    ADDRESS   : 421 MARIN AVENUE
        01         CITY      :    MILL VALLEY
                   STATE/ZIP : CA  94941
    MORTGAGE AMOUNT :   370,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    369,732.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,618.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 77.89400
    ----------------------------------------------------------------
0   0030970495     MORTGAGORS: COLLINS              STEVEN
                               COLLINS              VALERIE
    REGION CODE    ADDRESS   : 29353 WHITLEY COLLINS DRIVE
        01         CITY      :    RANCHO PALOS VERDES
                   STATE/ZIP : CA  90275
    MORTGAGE AMOUNT :   432,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    431,695.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,094.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030970511     MORTGAGORS: BARTON               MICHAEL
                               BARTON               PAMELA
    REGION CODE    ADDRESS   : 128 VIA LA CIRCULA
        01         CITY      :    REDONDO BEACH
                   STATE/ZIP : CA  90277
    MORTGAGE AMOUNT :   297,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    296,779.58  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,076.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 74.25000
    ----------------------------------------------------------------
0   0030970610     MORTGAGORS: ROSENSTEIN           TEDD

    REGION CODE    ADDRESS   : 8632 CASTLE HILL AVENUE
        01         CITY      :    LAS VEGAS
                   STATE/ZIP : NV  89129
    MORTGAGE AMOUNT :   234,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    233,830.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,656.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 76.63300
    ----------------------------------------------------------------
0   0030970644     MORTGAGORS: REED                 MICHAEL
                               REED                 MARGARET
    REGION CODE    ADDRESS   : 49 OLD MILL ROAD
        01         CITY      :    NEW HOPE
                   STATE/ZIP : PA  18938
    MORTGAGE AMOUNT :   226,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    226,643.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,644.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,559,800.00
                               P & I AMT:     11,091.12
                               UPB AMT:   1,558,681.43

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          227
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030970818     MORTGAGORS: CRUZ                 MELCHOR
                               CRUZ                 PERLA
    REGION CODE    ADDRESS   : 35 SEVILLE WAY
        01         CITY      :    SOUTH SAN FRANCISCO
                   STATE/ZIP : CA  94080
    MORTGAGE AMOUNT :   294,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    293,736.40  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,080.92  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 84.24000
    ----------------------------------------------------------------
0   0030970842     MORTGAGORS: GOETTSCH             DENISE

    REGION CODE    ADDRESS   : 4233 MESA STREET
        01         CITY      :    TORRANCE
                   STATE/ZIP : CA  90505
    MORTGAGE AMOUNT :   216,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    215,843.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,528.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 52.68292
    ----------------------------------------------------------------
0   0030970859     MORTGAGORS: SHILVOCK             HARRY
                               SHILVOCK             CYNTHIA
    REGION CODE    ADDRESS   : 28492 CALLE PINON
        01         CITY      :    SAN JUAN CAPISTRANO
                   STATE/ZIP : CA  92675
    MORTGAGE AMOUNT :   420,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    419,903.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,010.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.90000
    ----------------------------------------------------------------
0   0030970909     MORTGAGORS: CARTER               KENNETH
                               CARTER               MARILYN
    REGION CODE    ADDRESS   : 12932 VILLA ROSE DRIVE
        01         CITY      :    SANTA ANA
                   STATE/ZIP : CA  92705
    MORTGAGE AMOUNT :   232,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    231,832.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,642.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030970917     MORTGAGORS: MUKAI                DR. JOHN
                               O'GRADY              DR. KATLEEN
    REGION CODE    ADDRESS   : 4807 W. 19TH AVE
        01         CITY      :    KENNEWICK
                   STATE/ZIP : WA  99337
    MORTGAGE AMOUNT :   303,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    302,811.99  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,277.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,465,400.00
                               P & I AMT:     10,540.06
                               UPB AMT:   1,464,127.55

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          228
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030970941     MORTGAGORS: WHITBECK             JAMES
                               WHITBECK             JEANNE
    REGION CODE    ADDRESS   : 2051 BAY MEADOWS DR
        01         CITY      :    WEST LINN
                   STATE/ZIP : OR  97068
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,620.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,993.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 65.94700
    ----------------------------------------------------------------
0   0030970958     MORTGAGORS: STACHLOWSKI          GARY
                               STACHLOWSKI          LANA
    REGION CODE    ADDRESS   : 2726 NW 126TH AVE
        01         CITY      :    PORTLAND
                   STATE/ZIP : OR  97229
    MORTGAGE AMOUNT :   382,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    381,971.80  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,773.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030970966     MORTGAGORS: CALHOUN              ROBERT
                               CALHOUN              STACY
    REGION CODE    ADDRESS   : 9001 W WATERWOOD LANE
        01         CITY      :    BOISE
                   STATE/ZIP : ID  83703
    MORTGAGE AMOUNT :   303,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    303,280.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,202.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 84.36100
    ----------------------------------------------------------------
0   0030970990     MORTGAGORS: MARSHALL             EILEEN

    REGION CODE    ADDRESS   : 32276 VIA DEL NIDO
        01         CITY      :    TRABUCO CANYON
                   STATE/ZIP : CA  92679
    MORTGAGE AMOUNT :   311,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    311,185.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,257.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030971055     MORTGAGORS: WONG                 DAVID
                               WONG                 HELEN
    REGION CODE    ADDRESS   : 833 WEST COVE WAY
        01         CITY      :    SACRAMENTO
                   STATE/ZIP : CA  95831
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    499,326.79  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,668.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 74.07400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,772,600.00
                               P & I AMT:     12,896.06
                               UPB AMT:   1,770,385.15

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          229
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030971071     MORTGAGORS: HAYES                MICHAEL
                               HAYES                KAREN
    REGION CODE    ADDRESS   : 3945 VISTAMONT DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95118
    MORTGAGE AMOUNT :   268,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    267,806.03  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,896.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030971097     MORTGAGORS: PACE                 COREY
                               PACE                 MARSHA
    REGION CODE    ADDRESS   : 27890 MT SHASRA WAY
        01         CITY      :    YORBA LINDA
                   STATE/ZIP : CA  92687
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,840.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,945.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 54.46800
    ----------------------------------------------------------------
0   0030971121     MORTGAGORS: PLOCK                CATHLEEN

    REGION CODE    ADDRESS   : 1934 BALEARIC DR IVE
        01         CITY      :    COSTA MESA
                   STATE/ZIP : CA  92626
    MORTGAGE AMOUNT :   225,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    224,841.19  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,611.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 69.23000
    ----------------------------------------------------------------
0   0030971881     MORTGAGORS: DRAKE                DAVE
                               DRAKE                MARJORIE
    REGION CODE    ADDRESS   : 2552 WEST DRY CREEK COURT
        01         CITY      :    LITTLETON
                   STATE/ZIP : CO  80120
    MORTGAGE AMOUNT :   237,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    237,250.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,679.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.83900
    ----------------------------------------------------------------
0   0030971899     MORTGAGORS: SELPH                RICHARD
                               SELPH                MONICA
    REGION CODE    ADDRESS   : 12227 N. SPRING CREEK RD.
        01         CITY      :    COLORADO
                   STATE/ZIP : CO  80134
    MORTGAGE AMOUNT :   288,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    288,191.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,041.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,274,650.00
                               P & I AMT:      9,175.14
                               UPB AMT:   1,273,929.36

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          230
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030972632     MORTGAGORS: EARWOOD              KAREN

    REGION CODE    ADDRESS   : 9032 GREEN OAKS CIRCLE
        01         CITY      :    DALLAS
                   STATE/ZIP : TX  75243
    MORTGAGE AMOUNT :   285,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    285,600.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,046.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030972814     MORTGAGORS: MULLEN               JAMES
                               ENG                  MARY ANNE
    REGION CODE    ADDRESS   : 2932 72ND AVENUE S.E.
        01         CITY      :    MERCER ISLAND
                   STATE/ZIP : WA  98040
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,825.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,907.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030972889     MORTGAGORS: LORENCE              DIANE

    REGION CODE    ADDRESS   : 984 HAWTHORN DRIVE
        01         CITY      :    LAFAYETTE
                   STATE/ZIP : CA  94549
    MORTGAGE AMOUNT :   313,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    313,384.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,273.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030973010     MORTGAGORS: TANNER               ARON
                               TANNER               CATHERINE
    REGION CODE    ADDRESS   : 609 BUCHANAN COURT
        01         CITY      :    LEESBURG
                   STATE/ZIP : VA  20175
    MORTGAGE AMOUNT :   278,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,553.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,997.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 94.98700
    ----------------------------------------------------------------
0   0030973036     MORTGAGORS: POFFENBERGER         CLARA
                               POFFENBERGER         NED
    REGION CODE    ADDRESS   : 2933 FAIRHILL ROAD
        01         CITY      :    FAIRFAX
                   STATE/ZIP : VA  22031
    MORTGAGE AMOUNT :   214,650.00  OPTION TO CONVERT :
    UNPAID BALANCE :    213,901.59  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,556.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   04/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,352,600.00
                               P & I AMT:      9,781.06
                               UPB AMT:   1,351,264.57

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          231
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030973069     MORTGAGORS: CARPER               JUDD
                               GURBA                KATHARINE
    REGION CODE    ADDRESS   : 13925 WYANDOTT DRIVE
        01         CITY      :    COLORADO SPRINGS
                   STATE/ZIP : CO  80908
    MORTGAGE AMOUNT :   215,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    215,751.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,565.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.99200
    ----------------------------------------------------------------
0   0030973077     MORTGAGORS: LASOF                MARK
                               LASOF                JOANNA
    REGION CODE    ADDRESS   : 7982 PEPPER TREE ROAD
        01         CITY      :    DUBLIN
                   STATE/ZIP : CA  94568
    MORTGAGE AMOUNT :   256,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    256,327.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,882.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030973085     MORTGAGORS: RODGERS              JEROME
                               LEE                  DAWN
    REGION CODE    ADDRESS   : 17145 PERCHERON CT
        01         CITY      :    MORGAN HILL
                   STATE/ZIP : CA  95037
    MORTGAGE AMOUNT :   262,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    262,636.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,997.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030973127     MORTGAGORS: DANIEL               STUART
                               DANIEL               CHARLOTTE
    REGION CODE    ADDRESS   : 9803 SUMMERFORD DRIVE
        01         CITY      :    CHESTERFIELD
                   STATE/ZIP : VA  23832
    MORTGAGE AMOUNT :   319,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,435.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,264.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.98400
    ----------------------------------------------------------------
0   0030973192     MORTGAGORS: CHADWICK             ROBERT

    REGION CODE    ADDRESS   : 7990 SW ROBIN DRIVE
        01         CITY      :    TENNEBONNE
                   STATE/ZIP : OR  97760
    MORTGAGE AMOUNT :   356,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    355,755.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,581.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,411,100.00
                               P & I AMT:     10,290.49
                               UPB AMT:   1,409,906.42

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          232
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030973358     MORTGAGORS: WEIS                 THEODORE
                               WEIS                 DONNA
    REGION CODE    ADDRESS   : 7 LOMAS CANTADAS
        01         CITY      :    ORINDA
                   STATE/ZIP : CA  94563
    MORTGAGE AMOUNT :   645,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    644,556.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,676.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 59.72220
    ----------------------------------------------------------------
0   0030973606     MORTGAGORS: SISK                 JOHN
                               SISK                 MARY
    REGION CODE    ADDRESS   : 10231 KINGS STREET
        01         CITY      :    LOS ALAMITOS
                   STATE/ZIP : CA  90720
    MORTGAGE AMOUNT :   304,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    303,785.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,177.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030973671     MORTGAGORS: WOODARD              KEVIN

    REGION CODE    ADDRESS   : 1081 OAKHILL ROAD
        01         CITY      :    LAFAYETTE
                   STATE/ZIP : CA  94549
    MORTGAGE AMOUNT :   315,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    315,677.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,263.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.98800
    ----------------------------------------------------------------
0   0030973697     MORTGAGORS: FORMARO              CHARLES

    REGION CODE    ADDRESS   : 1361 EUGENIA TERRACE
        01         CITY      :    LAWRENCEVILLE
                   STATE/ZIP : GA  30245
    MORTGAGE AMOUNT :   284,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,023.35  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,160.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 94.98600
    ----------------------------------------------------------------
0   0030973788     MORTGAGORS: ZUSALIM              ELIZABETH
                               ZUSALIM              AGUS
    REGION CODE    ADDRESS   : 1416 OXFORD STREET
        01         CITY      :    BERKELEY
                   STATE/ZIP : CA  94709
    MORTGAGE AMOUNT :   253,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    253,416.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,794.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,802,700.00
                               P & I AMT:     13,072.83
                               UPB AMT:   1,801,458.40

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          233
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030973796     MORTGAGORS: MAYEDA               KEVIN
                               MAYEDA               GRACE
    REGION CODE    ADDRESS   : 254 TAURUS AVENUE
        01         CITY      :    OAKLAND
                   STATE/ZIP : CA  94611
    MORTGAGE AMOUNT :   377,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    376,720.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,636.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 74.65346
    ----------------------------------------------------------------
0   0030973879     MORTGAGORS: WEINER               IRA
                               WEINER               PATRICIA
    REGION CODE    ADDRESS   : 45 HAMILTON COURT
        01         CITY      :    DANVILLE
                   STATE/ZIP : CA  94526
    MORTGAGE AMOUNT :   435,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    434,708.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,191.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 57.61500
    ----------------------------------------------------------------
0   0030973895     MORTGAGORS: GIVENS               CAROLYN
                               GARGAN               MIKE
    REGION CODE    ADDRESS   : 4108 WINDWARD COURT
        01         CITY      :    DISCOVERY BAY
                   STATE/ZIP : CA  94514
    MORTGAGE AMOUNT :   407,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    407,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,986.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.96000
    ----------------------------------------------------------------
0   0030973945     MORTGAGORS: GROUT                AUSTIN
                               GROUT                SYLVIA
    REGION CODE    ADDRESS   : 101 7TH ST
        01         CITY      :    PETALUMA
                   STATE/ZIP : CA  94952
    MORTGAGE AMOUNT :   372,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    372,250.05  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,733.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 74.50000
    ----------------------------------------------------------------
0   0030973978     MORTGAGORS: MANGICARO            JOSEPH
                               MANGICARO            LOIS
    REGION CODE    ADDRESS   : 686 WESTWIND DRIVE
        01         CITY      :    TREDYFFRIN TOWNSHIP
                   STATE/ZIP : PA  19312
    MORTGAGE AMOUNT :   247,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,316.32  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,730.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,839,000.00
                               P & I AMT:     13,278.18
                               UPB AMT:   1,837,994.70

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          234
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030973994     MORTGAGORS: STAFFINI             EDDI
                               HILL                 KAREN
    REGION CODE    ADDRESS   : 5001 WHISPER WILLOW DRIVE
        01         CITY      :    FAIRFAX
                   STATE/ZIP : VA  22030
    MORTGAGE AMOUNT :   266,350.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,972.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,908.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 70.72400
    ----------------------------------------------------------------
0   0030974018     MORTGAGORS: ARMER                ALVIN
                               MATTHEWS             PAULINE
    REGION CODE    ADDRESS   : 1641 CRYSTAL VIEW CIRCLE
        01         CITY      :    THOUSAND OAK
                   STATE/ZIP : CA  91320
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,788.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,149.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 72.28900
    ----------------------------------------------------------------
0   0030974109     MORTGAGORS: LOUDERBACK           THOMAS
                               LOUDERBACK           KELLEE
    REGION CODE    ADDRESS   : 105 BOUNTIFUL COURT
        01         CITY      :    DANVILLE
                   STATE/ZIP : CA  94526
    MORTGAGE AMOUNT :   323,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    323,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,341.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030974240     MORTGAGORS: JONES                GREGORY

    REGION CODE    ADDRESS   : 24642 STEFFY DRIVE
        01         CITY      :    LAGUNA NIGUEL
                   STATE/ZIP : CA  92677
    MORTGAGE AMOUNT :   246,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    246,300.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,807.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 94.98800
    ----------------------------------------------------------------
0   0030974414     MORTGAGORS: GOODWIN              WILLIAM
                               GOODWIN              VALERIE
    REGION CODE    ADDRESS   : 33256 JAMIE CIRCLE
        01         CITY      :    FREMONT
                   STATE/ZIP : CA  94555
    MORTGAGE AMOUNT :   289,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,755.05  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,125.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.99000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.99000  PRODUCT CODE      :   002
    LTV :                 89.21500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,425,600.00
                               P & I AMT:     10,332.16
                               UPB AMT:   1,424,816.13

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          235
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030974448     MORTGAGORS: LUBECK               DANIEL

    REGION CODE    ADDRESS   : 508 SAN BERNARDINO AVE
        01         CITY      :    NEWPORT BEACH
                   STATE/ZIP : CA  92663
    MORTGAGE AMOUNT :   330,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    329,755.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,307.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 70.96700
    ----------------------------------------------------------------
0   0030974497     MORTGAGORS: SEPPALA              KARL
                               SEPPALA              CYNTHIA
    REGION CODE    ADDRESS   : 1294 NORTH JAMESTOWN WAY
        01         CITY      :    ORANGE
                   STATE/ZIP : CA  92869
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,825.19  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,905.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.99000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.99000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030974521     MORTGAGORS: MEHLIG               DONALD
                               MEHLIG               PATRICIA
    REGION CODE    ADDRESS   : 15 BUGGY WHIP DRIVE
        01         CITY      :    ROLLING HILLS
                   STATE/ZIP : CA  90274
    MORTGAGE AMOUNT :   347,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    346,748.85  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,456.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 33.04700
    ----------------------------------------------------------------
0   0030974547     MORTGAGORS: LIU                  YONG
                               SU                   YI
    REGION CODE    ADDRESS   : 1855 WESTHAVEN ROAD
        01         CITY      :    SAN MARINO
                   STATE/ZIP : CA  91108
    MORTGAGE AMOUNT :   364,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    363,729.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,545.14  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030974679     MORTGAGORS: GUTIERREZ            STEPHEN
                               VINCENT-GUTIERREZ    SHELLEY
    REGION CODE    ADDRESS   : 41 MALLORCA
        01         CITY      :    FOOTHILL RANCH
                   STATE/ZIP : CA  92610
    MORTGAGE AMOUNT :   297,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    297,689.75  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,134.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,598,900.00
                               P & I AMT:     11,348.77
                               UPB AMT:   1,597,748.74

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          236
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030974745     MORTGAGORS: DACK                 MARTIN
                               DACK                 CARLA
    REGION CODE    ADDRESS   : 816 EL BERRO
        01         CITY      :    SAN CLEMENTE
                   STATE/ZIP : CA  92672
    MORTGAGE AMOUNT :   235,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    234,842.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,722.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.99000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.99000  PRODUCT CODE      :   002
    LTV :                 79.66100
    ----------------------------------------------------------------
0   0030974968     MORTGAGORS: MOON                 THOMAS
                               MOON                 JENNIFER
    REGION CODE    ADDRESS   : 10865 FM 484
        01         CITY      :    NEVADA
                   STATE/ZIP : TX  75173
    MORTGAGE AMOUNT :   225,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    225,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,573.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0030975015     MORTGAGORS: ARMENTA              RICHARD
                               BAILEY               SUSAN
    REGION CODE    ADDRESS   : 642 NORTH COSTELLO PLACE
        01         CITY      :    ORANGE
                   STATE/ZIP : CA  92869
    MORTGAGE AMOUNT :   292,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    291,803.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,140.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.99000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.99000  PRODUCT CODE      :   002
    LTV :                 78.91800
    ----------------------------------------------------------------
0   0030975031     MORTGAGORS: MC MAHON             PATRICK
                               MC MAHON             NICOLA
    REGION CODE    ADDRESS   : 837 SAN LUIS REY AVENUE
        01         CITY      :    CORONADO
                   STATE/ZIP : CA  92118
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,802.37  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,005.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 70.88600
    ----------------------------------------------------------------
0   0030975072     MORTGAGORS: VARON                RIC
                               VARON                DEBBIE
    REGION CODE    ADDRESS   : 9660 RINDGE CIRCLE
        01         CITY      :    FOUNTAIN VALLEY
                   STATE/ZIP : CA  92708
    MORTGAGE AMOUNT :   284,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    283,799.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,034.61  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 74.73600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,316,000.00
                               P & I AMT:      9,477.07
                               UPB AMT:   1,315,247.60

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          237
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030975247     MORTGAGORS: WONG                 DAVID
                               WONG                 MEGAN
    REGION CODE    ADDRESS   : 537 EL MADINA AVENUE
        01         CITY      :    NEWPORT BEACH
                   STATE/ZIP : CA  92663
    MORTGAGE AMOUNT :   265,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,898.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 58.88800
    ----------------------------------------------------------------
0   0030975379     MORTGAGORS: BUXBAUM              RICHARD
                               HARTSHORN            KAY
    REGION CODE    ADDRESS   : 2714 PIEDMONT AVENUE
        01         CITY      :    BERKELEY
                   STATE/ZIP : CA  94705
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,777.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,097.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 56.39090
    ----------------------------------------------------------------
0   0030975437     MORTGAGORS: TORNEROS             JOUIE
                               TORNEROS             LERIDA
    REGION CODE    ADDRESS   : 40372 LINARIA CIRCLE
        01         CITY      :    FREMONT
                   STATE/ZIP : CA  94538
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,834.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,740.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030975445     MORTGAGORS: VOGEL                BRYAN
                               KOPIT                KAY
    REGION CODE    ADDRESS   : 1923 MAGELLAN DRIVE
        01         CITY      :    OAKLAND
                   STATE/ZIP : CA  94611
    MORTGAGE AMOUNT :   220,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    219,848.60  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,595.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 65.67160
    ----------------------------------------------------------------
0   0030975452     MORTGAGORS: BALL                 JONATHAN
                               BALL                 GINA
    REGION CODE    ADDRESS   : 5475 SENECA PLACE
        01         CITY      :    SIMI VALLEY
                   STATE/ZIP : CA  93063
    MORTGAGE AMOUNT :   304,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    303,796.03  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,230.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,329,000.00
                               P & I AMT:      9,562.10
                               UPB AMT:   1,328,256.82

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          238
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030975460     MORTGAGORS: ALLISON              A.
                               ALLISON              SUSAN
    REGION CODE    ADDRESS   : 333 KENT AVENUE
        01         CITY      :    KENTFIELD
                   STATE/ZIP : CA  94904
    MORTGAGE AMOUNT :   556,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    555,617.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,031.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030975775     MORTGAGORS: BRAMWELL             JOHN
                               BRAMWELL             TAMRA
    REGION CODE    ADDRESS   : 2908 OAK SHADOW DRIVE
        01         CITY      :    HERNDON
                   STATE/ZIP : VA  20171
    MORTGAGE AMOUNT :   337,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    336,910.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,388.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.99300
    ----------------------------------------------------------------
0   0030976039     MORTGAGORS: WALMSLEY             DAVID

    REGION CODE    ADDRESS   : 4192 WHITE OAKS AVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95124
    MORTGAGE AMOUNT :   304,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    303,785.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,177.90  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030976062     MORTGAGORS: LEONARDI             STEVEN

    REGION CODE    ADDRESS   : 2 LLOYD COURT
        01         CITY      :    NAPA
                   STATE/ZIP : CA  94558
    MORTGAGE AMOUNT :   229,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    228,842.40  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,660.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.23800
    ----------------------------------------------------------------
0   0030976096     MORTGAGORS: MENDELSON            PATRICK
                               JACKSON/MENDELSON    KARLA
    REGION CODE    ADDRESS   : 408 5TH STREET
        01         CITY      :    MANHATTAN BEACH
                   STATE/ZIP : CA  90266
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,777.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,097.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 72.81500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,726,400.00
                               P & I AMT:     12,355.44
                               UPB AMT:   1,724,932.59

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          239
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030976138     MORTGAGORS: OWENS                DENNIS
                               OWENS                BARBARA
    REGION CODE    ADDRESS   : 512 WILSON AVENUE
        01         CITY      :    NOVATO
                   STATE/ZIP : CA  94947
    MORTGAGE AMOUNT :   375,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    374,760.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,817.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 73.52940
    ----------------------------------------------------------------
0   0030976161     MORTGAGORS: LIANG                LIE-HWA
                               SUN                  SHU-CHEN
    REGION CODE    ADDRESS   : 240 STANFORD AVENUE
        01         CITY      :    FREMONT
                   STATE/ZIP : CA  94539
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,803.76  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,227.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 43.10340
    ----------------------------------------------------------------
0   0030976195     MORTGAGORS: LIEU                 JOHN
                               LIEU                 LUCY
    REGION CODE    ADDRESS   : 5901 TOMPKINS DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95129
    MORTGAGE AMOUNT :   340,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    339,760.03  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,435.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 74.72527
    ----------------------------------------------------------------
0   0030976237     MORTGAGORS: BAJAJ                JAGMOHAN
                               BAJAJ                ANITA
    REGION CODE    ADDRESS   : 3003 GRANDOAKS DRIVE
        01         CITY      :    WESTLAKE VILLAGE
                   STATE/ZIP : CA  91361
    MORTGAGE AMOUNT :   492,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    491,669.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,610.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030976252     MORTGAGORS: PITASKY              SCOTT
                               PITASKY              RENA
    REGION CODE    ADDRESS   : 1029 MCCAULEY ROAD
        01         CITY      :    DANVILLE
                   STATE/ZIP : CA  94526
    MORTGAGE AMOUNT :   493,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    493,250.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,448.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.99600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,000,250.00
                               P & I AMT:     14,539.54
                               UPB AMT:   1,999,244.55

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          240
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030976500     MORTGAGORS: CANTRELL             ANDREW
                               CANTRELL             DANIELLE
    REGION CODE    ADDRESS   : 2818 BLUE JAY DRIVE
        01         CITY      :    CEDAR PARK
                   STATE/ZIP : TX  78613
    MORTGAGE AMOUNT :   140,880.00  OPTION TO CONVERT :
    UNPAID BALANCE :    140,780.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,009.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.99500
    ----------------------------------------------------------------
0   0030977144     MORTGAGORS: SPITZE               KEVIN
                               SPITZE               PAMELA
    REGION CODE    ADDRESS   : 887 MOUNT WASHINGTON DRIVE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90065
    MORTGAGE AMOUNT :   371,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    370,750.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,719.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.99000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.99000  PRODUCT CODE      :   002
    LTV :                 71.34600
    ----------------------------------------------------------------
0   0030977151     MORTGAGORS: ABEL                 MARCUS
                               ABEL                 JULIE
    REGION CODE    ADDRESS   : 826 MERIDIAN AVE
        01         CITY      :    MIAMI BEACH
                   STATE/ZIP : FL  33139
    MORTGAGE AMOUNT :   216,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    216,754.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,590.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.99000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.99000  PRODUCT CODE      :   002
    LTV :                 69.96700
    ----------------------------------------------------------------
0   0030977193     MORTGAGORS: PETERMANN            BRYAN
                               PETERMANN            MADELEINE
    REGION CODE    ADDRESS   : 24589 OVERLAND DRIVE
        01         CITY      :    WEST HILLS AREA
                   STATE/ZIP : CA  91307
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,782.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,123.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 77.92200
    ----------------------------------------------------------------
0   0030977250     MORTGAGORS: GERRITS              THOMAS

    REGION CODE    ADDRESS   : 3459 SKYLINE DRIVE
        01         CITY      :    HAYWARD
                   STATE/ZIP : CA  94542
    MORTGAGE AMOUNT :   224,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    223,837.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,585.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,252,780.00
                               P & I AMT:      9,027.83
                               UPB AMT:   1,251,906.03

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          241
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030977284     MORTGAGORS: PETRYSHYN            JOHN
                               PETRYSHYN            KAREN
    REGION CODE    ADDRESS   : 2600 ROBINSON STREET
        01         CITY      :    REDONDO BEACH
                   STATE/ZIP : CA  90278
    MORTGAGE AMOUNT :   264,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    264,208.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,871.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 63.71000
    ----------------------------------------------------------------
0   0030977292     MORTGAGORS: CURRY                ROBERT

    REGION CODE    ADDRESS   : 148 RIVO ALTO CANAL
        01         CITY      :    LONG BEACH
                   STATE/ZIP : CA  90803
    MORTGAGE AMOUNT :   548,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    548,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,878.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030977409     MORTGAGORS: KENNEDY              KIRK
                               KENNEDY              SUSAN
    REGION CODE    ADDRESS   : 17511 TUSCAN CIRCLE
        01         CITY      :    HUNTINGTON BEACH
                   STATE/ZIP : CA  92649
    MORTGAGE AMOUNT :   294,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    293,797.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,131.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 57.64700
    ----------------------------------------------------------------
0   0030977425     MORTGAGORS: KIHICZAK             TARAS
                               BOLING               KRISTIN
    REGION CODE    ADDRESS   : 10547 WEST SUNSET BOULEVARD
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90077
    MORTGAGE AMOUNT :   597,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    596,599.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,380.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 59.70000
    ----------------------------------------------------------------
0   0030977433     MORTGAGORS: HAIRE                TAMARA
                               PATTERSON            BRIAN
    REGION CODE    ADDRESS   : 961 SHERMAN OAKS DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95128
    MORTGAGE AMOUNT :   227,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    227,031.38  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,588.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,930,600.00
                               P & I AMT:     13,851.01
                               UPB AMT:   1,929,637.12

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          242
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030977441     MORTGAGORS: KLEIN                SPENCER
                               EHRENKRANTZ          RUTH
    REGION CODE    ADDRESS   : 900 SANTA BARBARA ROAD
        01         CITY      :    BERKELEY
                   STATE/ZIP : CA  94707
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,790.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,899.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 72.33980
    ----------------------------------------------------------------
0   0030977458     MORTGAGORS: MOSKO                ROBERT
                               MOSKO                LINDA
    REGION CODE    ADDRESS   : 689 BAYVIEW DRIVE
        01         CITY      :    APTOS
                   STATE/ZIP : CA  95003
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,819.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,834.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 89.82450
    ----------------------------------------------------------------
0   0030977474     MORTGAGORS: BAILESS              STEVEN
                               ADAMS-BAILESS        TAUNYA
    REGION CODE    ADDRESS   : 3219 LAKEMORE COURT
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95148
    MORTGAGE AMOUNT :   311,350.00  OPTION TO CONVERT :
    UNPAID BALANCE :    310,992.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,257.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.99310
    ----------------------------------------------------------------
0   0030977540     MORTGAGORS: MESKIMEN             JIM

    REGION CODE    ADDRESS   : 5031 DONNA AVENUE
        01         CITY      :    TARZANA AREA
                   STATE/ZIP : CA  91356
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,811.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,840.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 70.46070
    ----------------------------------------------------------------
0   0030977565     MORTGAGORS: BOAL                 GARY
                               HANSEN               LAURA
    REGION CODE    ADDRESS   : 29304 INDIAN VALLEY ROAD
        01         CITY      :    ROLLING HILLS ESTATE
                   STATE/ZIP : CA  90275
    MORTGAGE AMOUNT :   384,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    383,728.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,751.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,486,350.00
                               P & I AMT:     10,582.17
                               UPB AMT:   1,485,143.14

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          243
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030977581     MORTGAGORS: BONNEY               PHIL
                               BONNEY               KATHARINE
    REGION CODE    ADDRESS   : 7587 MC CONNELL AVE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90045
    MORTGAGE AMOUNT :   230,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    230,229.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,611.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030977615     MORTGAGORS: BONOVICH             STEPHEN
                               BONOVICH             TERRIE
    REGION CODE    ADDRESS   : 380 DAVID DRIVE
        01         CITY      :    ALAMO
                   STATE/ZIP : CA  94507
    MORTGAGE AMOUNT :   306,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    306,283.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,195.81  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 69.18700
    ----------------------------------------------------------------
0   0030977680     MORTGAGORS: SILVERI              DANIEL
                               SILVERI              MICHELE
    REGION CODE    ADDRESS   : 1535 SOUTH LOS ROBLES AVENUE
        01         CITY      :    PASADENA
                   STATE/ZIP : CA  91106
    MORTGAGE AMOUNT :   235,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    234,834.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,683.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 69.11760
    ----------------------------------------------------------------
0   0030977722     MORTGAGORS: WARE                 MARGARET

    REGION CODE    ADDRESS   : 807 HUMBOLDT STREET
        01         CITY      :    SANTA ROSA
                   STATE/ZIP : CA  95404
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,800.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,746.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030977771     MORTGAGORS: GORMAN               GARY
                               PACE                 DANA
    REGION CODE    ADDRESS   : 1412 MANHATTAN AVENUE
        01         CITY      :    HERMOSA BEACH
                   STATE/ZIP : CA  90254
    MORTGAGE AMOUNT :   342,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    342,252.10  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,424.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 57.80500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,370,400.00
                               P & I AMT:      9,660.95
                               UPB AMT:   1,369,399.21

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          244
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030977821     MORTGAGORS: CHACON               BERNARDO
                               CHACON               MARIA
    REGION CODE    ADDRESS   : 6638 COPPER ANN DR
        01         CITY      :    SPARKS
                   STATE/ZIP : NV  89436
    MORTGAGE AMOUNT :   249,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,714.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,747.34  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 89.98400
    ----------------------------------------------------------------
0   0030977938     MORTGAGORS: MILLER               RICHARD
                               MILLER               THERESA
    REGION CODE    ADDRESS   : 6461 ERIN DRIVE
        01         CITY      :    CLARKSVILLE
                   STATE/ZIP : MD  21029
    MORTGAGE AMOUNT :   257,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    256,904.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,775.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.99600
    ----------------------------------------------------------------
0   0030977961     MORTGAGORS: BERNSTEIN            MICHAEL
                               BERNSTEIN            KERI
    REGION CODE    ADDRESS   : 1028 DENSTON DRIVE
        01         CITY      :    UPPER DUBLIN
                   STATE/ZIP : PA  19002
    MORTGAGE AMOUNT :   232,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    231,586.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,804.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.62500  MATURITY DATE     :   06/01/27
    CURRENT INT RATE:      8.62500  PRODUCT CODE      :   002
    LTV :                 77.59100
    ----------------------------------------------------------------
0   0030977987     MORTGAGORS: ZERCOE               MARCIA
                               MYERS                CLIFFORD
    REGION CODE    ADDRESS   : 804 AVONWOOD DRIVE
        01         CITY      :    TREDYFFRIN TOWNSHIP
                   STATE/ZIP : PA  19087
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,248.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,040.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   06/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030978407     MORTGAGORS: JOHNSON              GORDON
                               JOHNSON              ANDREA
    REGION CODE    ADDRESS   : 603 ISBEL DRIVE
        01         CITY      :    SANTA CRUZ
                   STATE/ZIP : CA  95060
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    240,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,782.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 62.33700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,379,000.00
                               P & I AMT:     10,149.83
                               UPB AMT:   1,377,453.93

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          245
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030978423     MORTGAGORS: YEATTS               MICHAEL
                               YEATTS               MARILYN
    REGION CODE    ADDRESS   : 13506 PENFIELD POINT
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92130
    MORTGAGE AMOUNT :   395,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    394,714.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,795.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 58.08800
    ----------------------------------------------------------------
0   0030978472     MORTGAGORS: ANDERSON             LARS
                               ANDERSON             DONNA
    REGION CODE    ADDRESS   : 6 PHEASANT DRIVE
        01         CITY      :    LAWRENCE TOWNSHIP
                   STATE/ZIP : NJ  08648
    MORTGAGE AMOUNT :   224,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    224,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,624.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030978522     MORTGAGORS: FINCHAM              ROBERT
                               FINCHAM              JILL
    REGION CODE    ADDRESS   : 61150 MINARET CIRCLE
        01         CITY      :    BEND
                   STATE/ZIP : OR  97720
    MORTGAGE AMOUNT :   420,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    420,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,972.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030978639     MORTGAGORS: CARISONE             BRYAN
                               CARISONE             MARY
    REGION CODE    ADDRESS   : 1127 VAN ARSDALE DRIVE
        01         CITY      :    BRANCHBURG
                   STATE/ZIP : NJ  08853
    MORTGAGE AMOUNT :   217,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    217,371.59  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,691.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.62500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0030978654     MORTGAGORS: WELLS                MICHAEL
                               WELLS                ANGELA
    REGION CODE    ADDRESS   : 204 BENEDETTI COURT
        01         CITY      :    CARY
                   STATE/ZIP : NC  27513
    MORTGAGE AMOUNT :   280,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    280,570.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,109.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 89.98300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,537,250.00
                               P & I AMT:     11,193.55
                               UPB AMT:   1,536,656.68

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          246
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030978803     MORTGAGORS: THUME                STEPHEN
                               THUME                GLYNDA
    REGION CODE    ADDRESS   : 22108 LONDELIUS STREET
        01         CITY      :    WEST HILLS AREA, LOS ANGE
                   STATE/ZIP : CA  91304
    MORTGAGE AMOUNT :   248,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,833.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,818.01  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.99000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.99000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030978852     MORTGAGORS: SHAW                 MARK
                               SHAW                 RHONDA
    REGION CODE    ADDRESS   : 4999 CERVATO WAY
        01         CITY      :    SANTA BARBARA
                   STATE/ZIP : CA  93111
    MORTGAGE AMOUNT :   290,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,800.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,102.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 65.90900
    ----------------------------------------------------------------
0   0030978902     MORTGAGORS: HE                   CHUANHU
                               DING                 XIAO-YU
    REGION CODE    ADDRESS   : 4647 MARITIME LOOP
        01         CITY      :    UNION CITY
                   STATE/ZIP : CA  94587
    MORTGAGE AMOUNT :   244,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    243,832.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,769.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030978910     MORTGAGORS: POWERS               RICHARD
                               POWERS               ROSELYN
    REGION CODE    ADDRESS   : 2224 WARFIELD AVENUE
        01         CITY      :    REDONDO BEACH
                   STATE/ZIP : CA  90278
    MORTGAGE AMOUNT :   266,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,107.25  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,884.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 64.16800
    ----------------------------------------------------------------
0   0030978936     MORTGAGORS: BELET                BRIAN
                               BICKETT              MARIANNE
    REGION CODE    ADDRESS   : 837 GWEN DRIVE
        01         CITY      :    CAMPBELL
                   STATE/ZIP : CA  95008
    MORTGAGE AMOUNT :   270,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    270,568.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,986.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,319,050.00
                               P & I AMT:      9,561.41
                               UPB AMT:   1,318,141.35

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          247
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030978951     MORTGAGORS: YATES                EUGENE
                               YATES                CHARLOTTE
    REGION CODE    ADDRESS   : 1400 DUMAINE STREET
        01         CITY      :    CONCORD
                   STATE/ZIP : CA  94518
    MORTGAGE AMOUNT :   246,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    246,571.41  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,746.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 94.98700
    ----------------------------------------------------------------
0   0030978969     MORTGAGORS: SCHABOWSKI           JOHN
                               YELVERTON            DEBRA
    REGION CODE    ADDRESS   : 3603 COUR DU VIN
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95148
    MORTGAGE AMOUNT :   309,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    309,592.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,273.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.98700
    ----------------------------------------------------------------
0   0030978985     MORTGAGORS: HUANG                ZHONG-PING
                               YOUNG                MAY
    REGION CODE    ADDRESS   : 4646 FALLSTONE COURT
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95124
    MORTGAGE AMOUNT :   272,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,812.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,972.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 72.53330
    ----------------------------------------------------------------
0   0030978993     MORTGAGORS: FITZGERALD           MICHAEL

    REGION CODE    ADDRESS   : 133 SOUTH LAKE STEVENS ROAD
        01         CITY      :    LAKE STEVENS
                   STATE/ZIP : WA  98258
    MORTGAGE AMOUNT :   284,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,758.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,090.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 94.99900
    ----------------------------------------------------------------
0   0030979009     MORTGAGORS: ALCOTT               JOHN
                               JONES                WENDY
    REGION CODE    ADDRESS   : 4368 BERMUDA CIRCLE
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92107
    MORTGAGE AMOUNT :   292,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    291,799.05  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,117.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 73.92400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,405,500.00
                               P & I AMT:     10,199.93
                               UPB AMT:   1,404,534.21

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          248
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030979033     MORTGAGORS: MASON                EDMUND
                               BOWEN                ANNE
    REGION CODE    ADDRESS   : 5809 WEST MELINDA LANE
        01         CITY      :    GLENDALE
                   STATE/ZIP : AZ  85308
    MORTGAGE AMOUNT :   353,650.00  OPTION TO CONVERT :
    UNPAID BALANCE :    353,185.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,625.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 89.99400
    ----------------------------------------------------------------
0   0030979066     MORTGAGORS: MALLETT              JEFFREY
                               MALLETT              MARGARET
    REGION CODE    ADDRESS   : 125 VISTA DRIVE
        01         CITY      :    DANVILLE
                   STATE/ZIP : CA  94526
    MORTGAGE AMOUNT :   265,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,412.53  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,902.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030979090     MORTGAGORS: OCAMPO               GARRY
                               OCAMPO               EUGENE
    REGION CODE    ADDRESS   : 15321 KNOLLWOOD CIRCLE
        01         CITY      :    NEWPORT BEACH
                   STATE/ZIP : CA  92647
    MORTGAGE AMOUNT :   266,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,041.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,954.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030979116     MORTGAGORS: ALAEI                HOMAYON

    REGION CODE    ADDRESS   : 55 OAKHURST ROAD
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92620
    MORTGAGE AMOUNT :   237,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    237,732.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,704.35  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.99800
    ----------------------------------------------------------------
0   0030979140     MORTGAGORS: SCHAFFER             PHILIP
                               MORIELLI             VICTORIA
    REGION CODE    ADDRESS   : 11095 MATTHEWS DRIVE
        01         CITY      :    TUSTIN
                   STATE/ZIP : CA  92782
    MORTGAGE AMOUNT :   240,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    240,384.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,744.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.99700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,364,100.00
                               P & I AMT:      9,931.90
                               UPB AMT:   1,362,756.15

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          249
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030979173     MORTGAGORS: COLANTONI            RINALDO
                               GREENE               GABRIELLA
    REGION CODE    ADDRESS   : 4535 BEN AVENUE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  91607
    MORTGAGE AMOUNT :   312,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    312,110.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,401.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.50000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030979199     MORTGAGORS: SWILLEY              JOHN
                               SWILLEY              LALE
    REGION CODE    ADDRESS   : 1050 SOUTH MILES COURT
        01         CITY      :    ANAHEIM
                   STATE/ZIP : CA  92808
    MORTGAGE AMOUNT :   230,850.00  OPTION TO CONVERT :
    UNPAID BALANCE :    230,539.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,693.90  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.98900
    ----------------------------------------------------------------
0   0030979207     MORTGAGORS: BROWN                CARL
                               BROWN                DOROTHY
    REGION CODE    ADDRESS   : 1055 SOUTH MILES COURT
        01         CITY      :    ANAHEIM
                   STATE/ZIP : CA  92808
    MORTGAGE AMOUNT :   244,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    243,570.80  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,790.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 75.30800
    ----------------------------------------------------------------
0   0030979249     MORTGAGORS: GOLDEN               KEVIN
                               GOLDEN               CAROL
    REGION CODE    ADDRESS   : 7108 CRABBURY COURT
        01         CITY      :    CLARKSVILLE
                   STATE/ZIP : MD  21029
    MORTGAGE AMOUNT :   317,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    317,714.03  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,223.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.99600
    ----------------------------------------------------------------
0   0030979256     MORTGAGORS: HENSLEY              JON
                               HENSLEY              MARCEL
    REGION CODE    ADDRESS   : 11060 MATTHEWS DRIVE
        01         CITY      :    TUSTIN
                   STATE/ZIP : CA  92782
    MORTGAGE AMOUNT :   242,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,283.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,757.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.98400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,347,550.00
                               P & I AMT:      9,866.71
                               UPB AMT:   1,346,217.95

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          250
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030979264     MORTGAGORS: ODA                  MILES
                               ODA                  JILL
    REGION CODE    ADDRESS   : 95-1057 KUALAPA STREET
        01         CITY      :    MILILANI
                   STATE/ZIP : HI  96789
    MORTGAGE AMOUNT :   452,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    450,935.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,083.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   06/01/27
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030979280     MORTGAGORS: YAMASAKI             EDWARD
                               YAMASAKI             SUSAN
    REGION CODE    ADDRESS   : 9844 SILVRETTA DRIVE
        01         CITY      :    CYPRESS
                   STATE/ZIP : CA  90630
    MORTGAGE AMOUNT :   259,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,821.76  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,877.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.98900
    ----------------------------------------------------------------
0   0030979348     MORTGAGORS: DUNCAN               WILLIAM
                               DUNCAN               BERNADETTE
    REGION CODE    ADDRESS   : 9573 SUNFLOWER STREET
        01         CITY      :    RANCHO CUCAMONGA
                   STATE/ZIP : CA  91737
    MORTGAGE AMOUNT :   221,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    220,859.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,660.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 87.35170
    ----------------------------------------------------------------
0   0030979439     MORTGAGORS: DAVIS                THOMAS

    REGION CODE    ADDRESS   : 577 WOLF POND ROAD
        01         CITY      :    WOOLWICH
                   STATE/ZIP : ME  04579
    MORTGAGE AMOUNT :   424,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    423,243.60  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,297.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.62500  MATURITY DATE     :   06/01/27
    CURRENT INT RATE:      8.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030979454     MORTGAGORS: YU                   GORDON

    REGION CODE    ADDRESS   : 403 BALLYTORE CIRCLE
        01         CITY      :    LOWER MERION TWSP
                   STATE/ZIP : PA  19096
    MORTGAGE AMOUNT :   316,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    315,765.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,209.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,672,000.00
                               P & I AMT:     12,129.02
                               UPB AMT:   1,669,625.69

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          251
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030979462     MORTGAGORS: TARTE                THOMAS
                               TARTE                KARIE
    REGION CODE    ADDRESS   : 28123 68TH AVENUE N.W.
        01         CITY      :    STANWOOD
                   STATE/ZIP : WA  98292
    MORTGAGE AMOUNT :   274,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    273,806.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,962.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 72.48600
    ----------------------------------------------------------------
0   0030979488     MORTGAGORS: CARO                 MAURICIO
                               VELASQUEZ            SARA
    REGION CODE    ADDRESS   : 200 BALTIC CIRCLE # 216
        01         CITY      :    REDWOOD CIT``
                   STATE/ZIP : CA  94065
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,817.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,783.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030979512     MORTGAGORS: SOUKAPHAY            TAY
                               SUN                  SOU
    REGION CODE    ADDRESS   : 2895 CAMELLIA CT
        01         CITY      :    CORONA
                   STATE/ZIP : CA  91720
    MORTGAGE AMOUNT :   184,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    184,199.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,482.92  OUTSIDE CONV DATE :
    LIFETIME RATE   :      9.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      9.00000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030979520     MORTGAGORS: SATAR                MAUZAM
                               SATAR                YASMEEN
    REGION CODE    ADDRESS   : 121 BEACH PARK BLVD
        01         CITY      :    FOSTER CITY
                   STATE/ZIP : CA  94404
    MORTGAGE AMOUNT :   285,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,740.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,041.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 60.63800
    ----------------------------------------------------------------
0   0030980023     MORTGAGORS: WILLIS               KENNETH

    REGION CODE    ADDRESS   : 4547 PROVINCE LINE ROAD
        01         CITY      :    LAWRENCE TOWNSHIP
                   STATE/ZIP : NJ  08540
    MORTGAGE AMOUNT :   440,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    439,451.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,344.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 68.75000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,435,300.00
                               P & I AMT:     10,615.62
                               UPB AMT:   1,434,015.30

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          252
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030980122     MORTGAGORS: FLEISCHER            CHARLES
                               FLEISCHER            BARBARA
    REGION CODE    ADDRESS   : 10265 GAINSBOROUGH ROAD
        01         CITY      :    POTOMAC
                   STATE/ZIP : MD  20854
    MORTGAGE AMOUNT :   306,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    306,238.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,359.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.50000  MATURITY DATE     :   06/01/27
    CURRENT INT RATE:      8.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030980189     MORTGAGORS: YOAKUM               JEFFREY
                               YOAKUM               CINDY
    REGION CODE    ADDRESS   : 757 NEWMAN DRIVE
        01         CITY      :    SOUTH  SAN FRANCISCO
                   STATE/ZIP : CA  94080
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,822.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,805.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030980197     MORTGAGORS: FRANZBLAU            SIDNEY
                               FRANZBLAU            AUDREY
    REGION CODE    ADDRESS   : 6 KIPS RIDGE
        01         CITY      :    VERONA
                   STATE/ZIP : NJ  07044
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,450.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,306.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.50000  MATURITY DATE     :   06/01/27
    CURRENT INT RATE:      8.50000  PRODUCT CODE      :   002
    LTV :                 49.18000
    ----------------------------------------------------------------
0   0030980221     MORTGAGORS: RYAN                 CHARLES
                               RYAN                 TERESA
    REGION CODE    ADDRESS   : 1206 STEEPLECHASE COURT
        01         CITY      :    DOVER
                   STATE/ZIP : NJ  08753
    MORTGAGE AMOUNT :   242,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,355.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,866.92  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.50000  MATURITY DATE     :   06/01/27
    CURRENT INT RATE:      8.50000  PRODUCT CODE      :   002
    LTV :                 89.93200
    ----------------------------------------------------------------
0   0030980239     MORTGAGORS: NOWACKI              MICHAEL
                               NOWACKI              THERESA
    REGION CODE    ADDRESS   : 20 UPPER MOUNT GLEN LAKE DRIVE
        01         CITY      :    TOWNSHIP OF WEST MILFORD
                   STATE/ZIP : NJ  07480
    MORTGAGE AMOUNT :   221,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    220,731.29  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,699.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.50000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.50000  PRODUCT CODE      :   002
    LTV :                 85.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,322,600.00
                               P & I AMT:     10,037.35
                               UPB AMT:   1,320,598.39

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          253
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030980247     MORTGAGORS: EL-HAGE              MICHAEL
                               EL-HAGE              NADIA
    REGION CODE    ADDRESS   : 10012 SORREL AVENUE
        01         CITY      :    POTOMAC
                   STATE/ZIP : MD  20854
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    270,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,864.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 56.25000
    ----------------------------------------------------------------
0   0030980254     MORTGAGORS: BLAKENEY             GARY
                               BLAKENEY             SUSAN
    REGION CODE    ADDRESS   : 4 THORN OAK
        01         CITY      :    DOVE CANYON
                   STATE/ZIP : CA  92679
    MORTGAGE AMOUNT :   387,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    386,478.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,839.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030980262     MORTGAGORS: HALVORSON            PAT

    REGION CODE    ADDRESS   : 0030 UNEVA PLACE
        01         CITY      :    COPPER MOUNTAIN
                   STATE/ZIP : CO  80443
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,808.70  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,253.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 69.12400
    ----------------------------------------------------------------
0   0030980270     MORTGAGORS: SLUIS                DOUGLAS
                               SLUIS                SUEANNE
    REGION CODE    ADDRESS   : 6038 CLUB HOUSE LANE
        01         CITY      :    MUKILTEO
                   STATE/ZIP : WA  98275
    MORTGAGE AMOUNT :   235,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    235,375.19  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,647.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.99600
    ----------------------------------------------------------------
0   0030980296     MORTGAGORS: WRIGHT               WARREN
                               WRIGHT               JULIE
    REGION CODE    ADDRESS   : 11921 BEAR CREEK DRIVE
        01         CITY      :    FRANKTOWN
                   STATE/ZIP : CO  80116
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,823.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,791.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 61.72800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,442,550.00
                               P & I AMT:     10,396.32
                               UPB AMT:   1,441,486.37

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          254
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030980676     MORTGAGORS: BUBRISKI             MARK
                               BUBRISKI             JEAN
    REGION CODE    ADDRESS   : 25291 VELASQUEZ ROAD
        01         CITY      :    LAGUNA HILLS
                   STATE/ZIP : CA  92653
    MORTGAGE AMOUNT :   224,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    223,849.70  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,643.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030980684     MORTGAGORS: DINEEN               KENNETH
                               DINEEN               J
    REGION CODE    ADDRESS   : 4011 AMERICAN RIVER DRIVE
        01         CITY      :    SACRAMENTO
                   STATE/ZIP : CA  95864
    MORTGAGE AMOUNT :   391,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    391,193.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,906.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 89.98800
    ----------------------------------------------------------------
0   0030980874     MORTGAGORS: ADAMS                WILLIAM
                               ADAMS                TANYA
    REGION CODE    ADDRESS   : 8505 SW 74 TERRACE
        01         CITY      :    MIAMI
                   STATE/ZIP : FL  33143
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    270,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,934.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 94.73600
    ----------------------------------------------------------------
0   0030980932     MORTGAGORS: WILLIAMS             KEITH
                               WILLIAMS             DAWN
    REGION CODE    ADDRESS   : 580-582 ELM WAY
        01         CITY      :    EDMONDS
                   STATE/ZIP : WA  98020
    MORTGAGE AMOUNT :   289,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,560.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,151.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030981013     MORTGAGORS: CHAVES               FLORENCE
                               FRAGA                FLORENCE
    REGION CODE    ADDRESS   : 212 CHATHAM TERRACE
        01         CITY      :    DANVILLE
                   STATE/ZIP : CA  94526
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,805.91  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,970.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 58.51600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,450,200.00
                               P & I AMT:     10,605.97
                               UPB AMT:   1,449,410.00

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          255
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030981179     MORTGAGORS: GARDNER              DARREN
                               GARDNER              KELLI
    REGION CODE    ADDRESS   : 7455 EAST QUILL LANE
        01         CITY      :    SCOTTSDALE
                   STATE/ZIP : AZ  85255
    MORTGAGE AMOUNT :   295,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    294,802.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,164.61  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 94.92500
    ----------------------------------------------------------------
0   0030981187     MORTGAGORS: HANNAN               THOMAS
                               HANNAN               MARGARET
    REGION CODE    ADDRESS   : 75 MAIN DRIVE
        01         CITY      :    SAN RAFAEL
                   STATE/ZIP : CA  94901
    MORTGAGE AMOUNT :   649,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    648,541.94  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,649.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 64.90000
    ----------------------------------------------------------------
0   0030981203     MORTGAGORS: SHEMARIA             MARK

    REGION CODE    ADDRESS   : 549 GRAMERCY DRIVE
        01         CITY      :    MARIETTA
                   STATE/ZIP : GA  30068
    MORTGAGE AMOUNT :   637,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    637,038.59  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,512.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 74.96300
    ----------------------------------------------------------------
0   0030981211     MORTGAGORS: WIGHT                JOHN
                               REINKING-WIGHT       KIMBERLY
    REGION CODE    ADDRESS   : 22 SCENIC AVENUE
        01         CITY      :    SAN ANSELMO
                   STATE/ZIP : CA  94960
    MORTGAGE AMOUNT :   301,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    301,292.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,186.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030981245     MORTGAGORS: GIAMMONA             DAVID

    REGION CODE    ADDRESS   : 1110 WALKER AVENUE
        01         CITY      :    WALNUT CREEK
                   STATE/ZIP : CA  94596
    MORTGAGE AMOUNT :   222,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    222,239.03  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,574.14  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,105,400.00
                               P & I AMT:     15,086.54
                               UPB AMT:   2,103,914.13

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          256
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030981260     MORTGAGORS: KIELISZEK            GREG
                               KIELISZEK            ANNE
    REGION CODE    ADDRESS   : 13309 OLD ANNAPOLIS ROAD
        01         CITY      :    MOUNT AIRY
                   STATE/ZIP : MD  21771
    MORTGAGE AMOUNT :   242,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,545.23  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,823.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 94.99700
    ----------------------------------------------------------------
0   0030981278     MORTGAGORS: FERGUSON             BRADLEY
                               FERGUSON             MIRIAM
    REGION CODE    ADDRESS   : 10081 BIRCHWOOD DRIVE
        01         CITY      :    HUNTINGTON BEACH
                   STATE/ZIP : CA  92646
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,819.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,834.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030981302     MORTGAGORS: BOERNER              STEVEN
                               BOERNER              KIM
    REGION CODE    ADDRESS   : 6425 EAST CRESTED SAGUARO LANE
        01         CITY      :    SCOTTSDALE
                   STATE/ZIP : AZ  85262
    MORTGAGE AMOUNT :   355,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    354,522.03  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,604.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 63.39200
    ----------------------------------------------------------------
0   0030981336     MORTGAGORS: KENT                 SEAN

    REGION CODE    ADDRESS   : 811 MURPHY DRIVE
        01         CITY      :    SAN MATEO
                   STATE/ZIP : CA  94402
    MORTGAGE AMOUNT :   331,650.00  OPTION TO CONVERT :
    UNPAID BALANCE :    331,421.76  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,404.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 69.96800
    ----------------------------------------------------------------
0   0030981351     MORTGAGORS: PARTEN               WILLIAM
                               PARTEN               CHERYL
    REGION CODE    ADDRESS   : 113 RED OAK LANE
        01         CITY      :    FLOWER MOUND
                   STATE/ZIP : TX  75028
    MORTGAGE AMOUNT :   278,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,514.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,022.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 89.99600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,464,250.00
                               P & I AMT:     10,689.12
                               UPB AMT:   1,462,823.19

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          257
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030981401     MORTGAGORS: GHAEMMAGHAMI         KAMRAN
                               GHAEMMAGHAMI         TERI
    REGION CODE    ADDRESS   : 28396 NORTH 113TH WAY
        01         CITY      :    SCOTTSDALE
                   STATE/ZIP : AZ  85262
    MORTGAGE AMOUNT :   242,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,039.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,694.90  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 74.58400
    ----------------------------------------------------------------
0   0030981518     MORTGAGORS: REINHARDT            ROBERT
                               AVILA                STEPHANIE
    REGION CODE    ADDRESS   : 19052 TAYLOR AVENUE
        01         CITY      :    MORGAN HILL
                   STATE/ZIP : CA  95037
    MORTGAGE AMOUNT :   328,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    327,774.27  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,378.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030981898     MORTGAGORS: RINALDI              ELLEN

    REGION CODE    ADDRESS   : 1670 STEPHENS DRIVE
        01         CITY      :    WAYNE
                   STATE/ZIP : PA  19087
    MORTGAGE AMOUNT :   263,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,817.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030982037     MORTGAGORS: SHARONI              ASHER
                               SHARONI              TOVA
    REGION CODE    ADDRESS   : 4081 WILLIWAW DRIVE
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92620
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,828.23  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,878.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 78.76920
    ----------------------------------------------------------------
0   0030982060     MORTGAGORS: CARTER               GEOFFREY

    REGION CODE    ADDRESS   : 11136 SUN VALLEY DRIVE
        01         CITY      :    OAKLAND
                   STATE/ZIP : CA  94605
    MORTGAGE AMOUNT :   219,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    219,759.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,652.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 73.30000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,309,500.00
                               P & I AMT:      9,421.47
                               UPB AMT:   1,308,601.35

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          258
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030982094     MORTGAGORS: BAUMANN              CLIFFORD
                               BAUMANN              KIM
    REGION CODE    ADDRESS   : 20601 HENWOOD ROAD
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95120
    MORTGAGE AMOUNT :   290,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,810.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,153.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 62.36559
    ----------------------------------------------------------------
0   0030982144     MORTGAGORS: YERGER               ROBERT
                               YERGER               PATRICIA
    REGION CODE    ADDRESS   : 308 MARTOM ROAD
        01         CITY      :    WYCKOFF
                   STATE/ZIP : NJ  07481
    MORTGAGE AMOUNT :   263,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,929.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 68.40000
    ----------------------------------------------------------------
0   0030982169     MORTGAGORS: ZWICKER              EARL
                               COLOMBERO            ANNE
    REGION CODE    ADDRESS   : 804 CAYO GRANDE COURT
        01         CITY      :    NEWBURY PARK
                   STATE/ZIP : CA  91320
    MORTGAGE AMOUNT :   289,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,315.39  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,174.92  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 88.80360
    ----------------------------------------------------------------
0   0030982185     MORTGAGORS: TYAGI                PRADEEP
                               TYAGI                RITA
    REGION CODE    ADDRESS   : 49 EAST MCCLELLAN AVENUE
        01         CITY      :    LIVINGSTON
                   STATE/ZIP : NJ  07039
    MORTGAGE AMOUNT :   223,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    223,250.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,599.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030982219     MORTGAGORS: WILSON               MARK

    REGION CODE    ADDRESS   : 887 SPRUCE HILL COURT
        01         CITY      :    THOUSAND OAKS
                   STATE/ZIP : CA  91320
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,838.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,761.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,305,750.00
                               P & I AMT:      9,618.39
                               UPB AMT:   1,305,214.65

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          259
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030982516     MORTGAGORS: GREENWOOD            GREGORY
                               GREENWOOD            ROWENA
    REGION CODE    ADDRESS   : 1936 CRESTHAVEN DRIVE
        01         CITY      :    VISTA
                   STATE/ZIP : CA  92084
    MORTGAGE AMOUNT :   223,150.00  OPTION TO CONVERT :
    UNPAID BALANCE :    222,984.39  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,560.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 94.98100
    ----------------------------------------------------------------
0   0030982565     MORTGAGORS: LI                   PO WEN
                               LI                   CHIU-FONG
    REGION CODE    ADDRESS   : 9961 SOUTH CENTER DRIVE
        01         CITY      :    VILLA PARK
                   STATE/ZIP : CA  92861
    MORTGAGE AMOUNT :   347,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    346,778.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,606.90  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 65.84000
    ----------------------------------------------------------------
0   0030982631     MORTGAGORS: GALLEGOS             JOSEPH
                               GALLEGOS             KAREN
    REGION CODE    ADDRESS   : 550 SAN JOSE PLACE
        01         CITY      :    SAN RAMON
                   STATE/ZIP : CA  94583
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,811.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,840.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 89.96539
    ----------------------------------------------------------------
0   0030982755     MORTGAGORS: WANG                 PETER
                               WANG                 ANNA
    REGION CODE    ADDRESS   : 8644 ROYAL ESTATES WAY
        01         CITY      :    FAIR OAKS
                   STATE/ZIP : CA  95628
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,798.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,201.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.36500
    ----------------------------------------------------------------
0   0030983225     MORTGAGORS: CHAN                 KIN
                               CHUNG                VICKY
    REGION CODE    ADDRESS   : 42 SUGAR PINE LANE
        01         CITY      :    DANVILLE
                   STATE/ZIP : CA  95406
    MORTGAGE AMOUNT :   344,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    343,763.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,494.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,474,150.00
                               P & I AMT:     10,702.99
                               UPB AMT:   1,473,136.91

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          260
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030983365     MORTGAGORS: BETTENCOURT          MICHAEL
                               BETTENCOURT          SHARRIE
    REGION CODE    ADDRESS   : 6252 ROBIN COURT
        01         CITY      :    PLEASANTON
                   STATE/ZIP : CA  94588
    MORTGAGE AMOUNT :   236,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    236,333.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,694.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 94.97900
    ----------------------------------------------------------------
0   0030983423     MORTGAGORS: ARNDT                CHARLES
                               ARNDT                COLEEN
    REGION CODE    ADDRESS   : 23341 PARK HACIENDA
        01         CITY      :    CALABASAS
                   STATE/ZIP : CA  91302
    MORTGAGE AMOUNT :   490,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    490,253.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,514.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.12900
    ----------------------------------------------------------------
0   0030983878     MORTGAGORS: CHEN                 CHUN
                               CHEN                 ROYCE
    REGION CODE    ADDRESS   : 13206 BRIARWOOD ST
        01         CITY      :    CERRITOS
                   STATE/ZIP : CA  90703
    MORTGAGE AMOUNT :   238,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    237,827.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,684.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.33333
    ----------------------------------------------------------------
0   0030983894     MORTGAGORS: WIATT                LLOYD

    REGION CODE    ADDRESS   : 24548 LORIKEET LANE
        01         CITY      :    VALENCIA AREA
                   STATE/ZIP : CA  91355
    MORTGAGE AMOUNT :   268,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    267,995.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,852.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030983902     MORTGAGORS: PARKER               G.
                               PARKER               MARTA
    REGION CODE    ADDRESS   : 12640 BROOKPARK ROAD
        01         CITY      :    OAKLAND
                   STATE/ZIP : CA  94619
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,784.85  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,345.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.99000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.99000  PRODUCT CODE      :   002
    LTV :                 79.20700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,553,300.00
                               P & I AMT:     11,091.80
                               UPB AMT:   1,552,195.33

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          261
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030983910     MORTGAGORS: ALIBRANDO            SAM
                               ALIBRANDO            JANETTE
    REGION CODE    ADDRESS   : 1754 LA PAZ ROAD
        01         CITY      :    ALTADENA
                   STATE/ZIP : CA  91001
    MORTGAGE AMOUNT :   295,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    294,786.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,087.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.72900
    ----------------------------------------------------------------
0   0030983936     MORTGAGORS: ENGLISH              TIMOTHY

    REGION CODE    ADDRESS   : 3121 FREDERICK STREET
        01         CITY      :    SANTA MONICA
                   STATE/ZIP : CA  90405
    MORTGAGE AMOUNT :   324,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    323,782.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,375.14  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.99000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.99000  PRODUCT CODE      :   002
    LTV :                 86.40000
    ----------------------------------------------------------------
0   0030983951     MORTGAGORS: GRADE                GLEN
                               GRADE                DIANE
    REGION CODE    ADDRESS   : 2021 SHERER LANE
        01         CITY      :    GLENDALE
                   STATE/ZIP : CA  91208
    MORTGAGE AMOUNT :   269,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    268,819.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,971.95  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.99000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.99000  PRODUCT CODE      :   002
    LTV :                 77.97100
    ----------------------------------------------------------------
0   0030983969     MORTGAGORS: DOUGHERTY            BRUCE
                               DOUGHERTY            SANDRA
    REGION CODE    ADDRESS   : 245 N. HACIENDA AVE
        01         CITY      :    GLENDORA
                   STATE/ZIP : CA  91741
    MORTGAGE AMOUNT :   296,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,800.99  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,169.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.99000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.99000  PRODUCT CODE      :   002
    LTV :                 78.93300
    ----------------------------------------------------------------
0   0030983985     MORTGAGORS: HU                   FRANCIS
                               HU                   GLORIA
    REGION CODE    ADDRESS   : 6081 MANORFIELD DRIVE
        01         CITY      :    HUNTINGTON BCH
                   STATE/ZIP : CA  92648
    MORTGAGE AMOUNT :   289,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,105.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,120.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.99000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.99000  PRODUCT CODE      :   002
    LTV :                 76.13100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,473,300.00
                               P & I AMT:     10,725.73
                               UPB AMT:   1,472,294.26

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          262
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030983993     MORTGAGORS: CRONYN               ROBERT
                               CRONYN               ZENA
    REGION CODE    ADDRESS   : 201 HALEY WAY
        01         CITY      :    MANHATTAN BEACH
                   STATE/ZIP : CA  90266
    MORTGAGE AMOUNT :   463,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    462,864.75  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,278.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030984009     MORTGAGORS: PARNIANI             ALIREZA
                               RADJABI              LAILA
    REGION CODE    ADDRESS   : 8118 EAST SAN LUIS DRIVE
        01         CITY      :    ORANGE
                   STATE/ZIP : CA  92869
    MORTGAGE AMOUNT :   286,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    285,614.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,096.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.99000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.99000  PRODUCT CODE      :   002
    LTV :                 77.29729
    ----------------------------------------------------------------
0   0030984017     MORTGAGORS: HASSENBERG           BARRY
                               FLORES-OSTER         DAWN
    REGION CODE    ADDRESS   : 4025 HOLLYLINE AVE
        01         CITY      :    SHERMAN OAK
                   STATE/ZIP : CA  91423
    MORTGAGE AMOUNT :   427,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    426,690.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,022.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 67.77700
    ----------------------------------------------------------------
0   0030984041     MORTGAGORS: VALENTINE            WILLIAM
                               VALENTINE            KATHLEEN
    REGION CODE    ADDRESS   : 15402 LORRAINE WAY
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92604
    MORTGAGE AMOUNT :   224,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    223,837.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,585.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030984074     MORTGAGORS: VERMAN               UMESH
                               KARWELL              DARPAN
    REGION CODE    ADDRESS   : 14 WAKONDA
        01         CITY      :    DOVE CITY
                   STATE/ZIP : CA  92679
    MORTGAGE AMOUNT :   274,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    273,801.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,939.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 88.38700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,674,200.00
                               P & I AMT:     11,922.17
                               UPB AMT:   1,672,809.40

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          263
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030984082     MORTGAGORS: WADMAN               DARRIN
                               WADMAN               VICKI
    REGION CODE    ADDRESS   : 447 CABRILLO STREET
        01         CITY      :    COSTA MESA
                   STATE/ZIP : CA  92627
    MORTGAGE AMOUNT :   291,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    290,983.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,036.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 78.70200
    ----------------------------------------------------------------
0   0030984157     MORTGAGORS: VARGAS               VIKKI

    REGION CODE    ADDRESS   : 9 EMERALD GLEN
        01         CITY      :    LAGUNA NIGUEL
                   STATE/ZIP : CA  92677
    MORTGAGE AMOUNT :   612,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    611,589.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,490.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030984165     MORTGAGORS: THREADGILL           JAMES
                               THREADGILL           JAIME
    REGION CODE    ADDRESS   : 4212 MEADOWLARK DRIVE
        01         CITY      :    CALABASAS
                   STATE/ZIP : CA  91302
    MORTGAGE AMOUNT :   288,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    288,415.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,168.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 76.96000
    ----------------------------------------------------------------
0   0030984181     MORTGAGORS: ISENBERG             BARBARA

    REGION CODE    ADDRESS   : 1433 NORTH KENTER AVENUE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90049
    MORTGAGE AMOUNT :   378,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    378,226.05  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,679.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 47.61000
    ----------------------------------------------------------------
0   0030984207     MORTGAGORS: JIANG                RUIQING
                               JIN                  ZHENG
    REGION CODE    ADDRESS   : 655 BONANZA COURT
        01         CITY      :    SUNNYVALE
                   STATE/ZIP : CA  94087
    MORTGAGE AMOUNT :   360,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    360,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,610.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 73.46900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,930,300.00
                               P & I AMT:     13,984.16
                               UPB AMT:   1,929,215.27

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          264
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030984223     MORTGAGORS: HOLDYCH              TOM
                               HOLDYCH              ANNE
    REGION CODE    ADDRESS   : 383 APRIL WAY
        01         CITY      :    CAMPBELL
                   STATE/ZIP : CA  95008
    MORTGAGE AMOUNT :   284,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,010.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030984256     MORTGAGORS: HUANG                KUNG-SHIUH
                               HUANG                SHIN-YUAN
    REGION CODE    ADDRESS   : 3921 EAST GREEN CLOVER CIRCLE
        01         CITY      :    ORANGE
                   STATE/ZIP : CA  92867
    MORTGAGE AMOUNT :   336,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    335,768.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,436.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 76.36000
    ----------------------------------------------------------------
0   0030984280     MORTGAGORS: IGUCHI               WILLIAM

    REGION CODE    ADDRESS   : 2032 HERMINE AVENUE
        01         CITY      :    WALNUT CREEK
                   STATE/ZIP : CA  94596
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    270,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,981.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.41170
    ----------------------------------------------------------------
0   0030984355     MORTGAGORS: OSBORN               DAREN
                               OSBORN               LAURA
    REGION CODE    ADDRESS   : 24630 145TH PLACE SOUTHEAST
        01         CITY      :    KENT
                   STATE/ZIP : WA  98042
    MORTGAGE AMOUNT :   218,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    217,838.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,524.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030984363     MORTGAGORS: SIEGMAN              MICHAEL
                               SIEGMAN              VALERIE
    REGION CODE    ADDRESS   : 1 COTTAGE PLACE
        01         CITY      :    ALLENDALE
                   STATE/ZIP : NJ  07401
    MORTGAGE AMOUNT :   486,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    486,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,439.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,594,000.00
                               P & I AMT:     11,391.69
                               UPB AMT:   1,593,606.98

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          265
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030984371     MORTGAGORS: SUTTON               WILLIAM

    REGION CODE    ADDRESS   : 6355 SOUTHWEST 135 DRIVE
        01         CITY      :    PINECREST
                   STATE/ZIP : FL  33156
    MORTGAGE AMOUNT :   404,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    403,728.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,964.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030984405     MORTGAGORS: COUCH                HOWARD
                               COUCH                CHERYL
    REGION CODE    ADDRESS   : 20572 TANGLEWOOD WAY
        01         CITY      :    STERLING
                   STATE/ZIP : VA  20165
    MORTGAGE AMOUNT :   239,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    238,835.52  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,732.92  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030984413     MORTGAGORS: DELUCA               STEPHEN
                               DELUCA               NANCY
    REGION CODE    ADDRESS   : 18 COUNTRY CLUB DRIVE
        01         CITY      :    CHATHAM
                   STATE/ZIP : NJ  07928
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    270,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,934.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 61.36300
    ----------------------------------------------------------------
0   0030984447     MORTGAGORS: LEBLANG              JONATHAN
                               LEBLANG              DEBORAH
    REGION CODE    ADDRESS   : 12705 FOX WOODS DRIVE
        01         CITY      :    HERNON
                   STATE/ZIP : VA  20171
    MORTGAGE AMOUNT :   296,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,780.32  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,069.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030984470     MORTGAGORS: SHIN                 EUNG
                               SHIN                 YOUN
    REGION CODE    ADDRESS   : 16251 ALPINE PLACE
        01         CITY      :    LA MIRADA
                   STATE/ZIP : CA  90638
    MORTGAGE AMOUNT :   270,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    270,318.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,984.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.99600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,479,500.00
                               P & I AMT:     10,686.16
                               UPB AMT:   1,478,663.25

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          266
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030984561     MORTGAGORS: FALLA                JUAN
                               FALLA                JOSEPHINE
    REGION CODE    ADDRESS   : 2945 EAGLE ESTATES CIRCLE S
        01         CITY      :    CLEARWATER
                   STATE/ZIP : FL  34621
    MORTGAGE AMOUNT :   288,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,811.60  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,138.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030984629     MORTGAGORS: WONG                 ARTHUR
                               WONG                 SANDY
    REGION CODE    ADDRESS   : 2708 CAMDEN PLACE
        01         CITY      :    ROWLAND HEIGHTS
                   STATE/ZIP : CA  91748
    MORTGAGE AMOUNT :   341,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    341,464.84  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,477.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.99100
    ----------------------------------------------------------------
0   0030984637     MORTGAGORS: BIERNAT              MARC
                               BIERNAT              TAMARA
    REGION CODE    ADDRESS   : 4438 GREENMEADOWS AVE
        01         CITY      :    TORRANCE
                   STATE/ZIP : CA  90505
    MORTGAGE AMOUNT :   296,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,796.29  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,146.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030984678     MORTGAGORS: WILLIAMSON           TIMOTHY
                               WILLIAMSON           SHARON
    REGION CODE    ADDRESS   : 33672 BLUE LANTERN STREET,UNIT 2
        01         CITY      :    DANA POINT
                   STATE/ZIP : CA  92629
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,823.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,791.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 71.63300
    ----------------------------------------------------------------
0   0030984686     MORTGAGORS: LAU                  MANPOP
                               LAU                  CAROL
    REGION CODE    ADDRESS   : 1017 HEATHERSTONE AVE
        01         CITY      :    SUNNYVALE
                   STATE/ZIP : CA  94087
    MORTGAGE AMOUNT :   254,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    253,829.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,863.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,429,700.00
                               P & I AMT:     10,416.99
                               UPB AMT:   1,428,725.83

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          267
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030984702     MORTGAGORS: O' KELLEY            FAITH

    REGION CODE    ADDRESS   : 701 SIR JAMES BRIDGE WAY
        01         CITY      :    LAS VEGAS
                   STATE/ZIP : NV  89117
    MORTGAGE AMOUNT :   300,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    300,198.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,204.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.99000
    ----------------------------------------------------------------
0   0030984736     MORTGAGORS: WANG                 ZHENGJUN
                               WANG                 YUNXIA
    REGION CODE    ADDRESS   : 41 OAKHURST RD
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92620
    MORTGAGE AMOUNT :   260,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    260,765.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,869.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030984769     MORTGAGORS: DEETS                JEFFREY

    REGION CODE    ADDRESS   : 929 GRANGER FARM WAY
        01         CITY      :    LAS VEGAS
                   STATE/ZIP : NV  89128
    MORTGAGE AMOUNT :   246,150.00  OPTION TO CONVERT :
    UNPAID BALANCE :    245,818.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,806.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 84.75800
    ----------------------------------------------------------------
0   0030984777     MORTGAGORS: BARRY                KEVIN

    REGION CODE    ADDRESS   : 23669 CLEARIDGE DRIVE
        01         CITY      :    VALENCIA
                   STATE/ZIP : CA  91354
    MORTGAGE AMOUNT :   259,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,707.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,817.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 89.33400
    ----------------------------------------------------------------
0   0030984868     MORTGAGORS: YDAVOY               JANET

    REGION CODE    ADDRESS   : 2566 JARDIN COURT
        01         CITY      :    WESTON
                   STATE/ZIP : FL  33327
    MORTGAGE AMOUNT :   241,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    241,292.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,792.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 89.97200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,308,850.00
                               P & I AMT:      9,489.90
                               UPB AMT:   1,307,782.00

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          268
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030984884     MORTGAGORS: YANNICH              RICHARD
                               YANNICH              ALEXIS
    REGION CODE    ADDRESS   : 23656 CLEARIDGE DRIVE
        01         CITY      :    VALENCIA
                   STATE/ZIP : CA  91354
    MORTGAGE AMOUNT :   276,050.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,869.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,049.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 94.99200
    ----------------------------------------------------------------
0   0030984900     MORTGAGORS: MC COY               ALFRED
                               MC COY               BARBARA
    REGION CODE    ADDRESS   : 11071 DELLBROOK COURT
        01         CITY      :    CINCINNATI
                   STATE/ZIP : OH  45241
    MORTGAGE AMOUNT :   294,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    294,697.05  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,138.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 87.57238
    ----------------------------------------------------------------
0   0030984942     MORTGAGORS: DOYLE                JAMES
                               DOYLE                JANELLE
    REGION CODE    ADDRESS   : 26161 DEVONSHIRE COURT
        01         CITY      :    LAKE FOREST
                   STATE/ZIP : CA  92630
    MORTGAGE AMOUNT :   279,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,707.37  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,029.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030984983     MORTGAGORS: LANE                 JAMES
                               LANE                 SANDRA
    REGION CODE    ADDRESS   : 716 BIRDIE WAY
        01         CITY      :    INCLINE VILLAGE
                   STATE/ZIP : NV  89451
    MORTGAGE AMOUNT :   328,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    328,273.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,381.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030985048     MORTGAGORS: SERIMIAN             DAVID

    REGION CODE    ADDRESS   : 10176 NORTH PONDERESA DRIVE
        01         CITY      :    FRESNO
                   STATE/ZIP : CA  93720
    MORTGAGE AMOUNT :   380,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    379,731.80  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,722.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,559,350.00
                               P & I AMT:     11,321.60
                               UPB AMT:   1,558,279.56

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          269
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030985162     MORTGAGORS: EZEANI               HYACINTH

    REGION CODE    ADDRESS   : 3925 VIA CARDELINA
        01         CITY      :    PALOS VERDES ESTATES
                   STATE/ZIP : CA  90274
    MORTGAGE AMOUNT :   424,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    423,715.50  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,111.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.25200
    ----------------------------------------------------------------
0   0030985196     MORTGAGORS: NG                   TAT

    REGION CODE    ADDRESS   : 35630 TERRACE DRIVE
        01         CITY      :    FREMONT
                   STATE/ZIP : CA  94536
    MORTGAGE AMOUNT :   263,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,722.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,936.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 84.99100
    ----------------------------------------------------------------
0   0030985246     MORTGAGORS: METCALFE             RON
                               METCALFE             ALAINA
    REGION CODE    ADDRESS   : 18 ARROYO VISTA DR
        01         CITY      :    GOLETA
                   STATE/ZIP : CA  93117
    MORTGAGE AMOUNT :   278,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,408.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,020.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.98800
    ----------------------------------------------------------------
0   0030985287     MORTGAGORS: SMITH                JAMES
                               SMITH                ALYSON
    REGION CODE    ADDRESS   : 808 SHORECREST DRIVE
        01         CITY      :    SOUTHLAKE
                   STATE/ZIP : TX  76092
    MORTGAGE AMOUNT :   290,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,790.10  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,052.61  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 67.37900
    ----------------------------------------------------------------
0   0030985337     MORTGAGORS: BLAKENBECKLER        DAVID
                               BLAKENBECKLER        LAURA
    REGION CODE    ADDRESS   : 2313 RUPERT DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95124
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,774.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,292.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 74.07400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,576,500.00
                               P & I AMT:     11,412.76
                               UPB AMT:   1,575,410.93

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          270
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030985352     MORTGAGORS: LESLIE               PAUL
                               LESLIE               SHARON
    REGION CODE    ADDRESS   : 1010 GIBBS CROSSING
        01         CITY      :    COPPELL
                   STATE/ZIP : TX  75019
    MORTGAGE AMOUNT :   233,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    233,430.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,653.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030985410     MORTGAGORS: SEN                  VIVEK
                               SEN                  BELA
    REGION CODE    ADDRESS   : 7419 HANNUM WAY
        01         CITY      :    CULVER CITY
                   STATE/ZIP : CA  90230
    MORTGAGE AMOUNT :   240,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    240,038.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,762.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 89.99600
    ----------------------------------------------------------------
0   0030985444     MORTGAGORS: COATES               GREIG

    REGION CODE    ADDRESS   : 30410 BERRY CREEK DR
        01         CITY      :    GEORGETOWN
                   STATE/ZIP : TX  78628
    MORTGAGE AMOUNT :   348,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    347,760.50  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,523.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030985501     MORTGAGORS: IRVINE               KIRK
                               HILLIX-IRVINE        HELEN
    REGION CODE    ADDRESS   : 16726 WIKIUP ROAD
        01         CITY      :    RAMONA
                   STATE/ZIP : CA  92065
    MORTGAGE AMOUNT :   231,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    231,385.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,660.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030985527     MORTGAGORS: MILLER               DENNIS
                               MILLER               CAROL
    REGION CODE    ADDRESS   : 2547 SALEROSO DRIVE
        01         CITY      :    ROWLAND HEIGHTS
                   STATE/ZIP : CA  91748
    MORTGAGE AMOUNT :   274,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,724.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,065.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 79.68100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,328,450.00
                               P & I AMT:      9,664.69
                               UPB AMT:   1,327,340.09

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          271
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030985568     MORTGAGORS: MAC DONALD           SCOTT
                               MAC DONALD           AMY
    REGION CODE    ADDRESS   : 4114 MAGNA CARTA ROAD
        01         CITY      :    CALABASAS
                   STATE/ZIP : CA  91302
    MORTGAGE AMOUNT :   272,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,817.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,995.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 73.51300
    ----------------------------------------------------------------
0   0030985642     MORTGAGORS: RUCKLE               RON

    REGION CODE    ADDRESS   : 8441 RIDPATH DRIVE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90046
    MORTGAGE AMOUNT :   229,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    229,653.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,726.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 84.48500
    ----------------------------------------------------------------
0   0030985667     MORTGAGORS: ROBINSON             RUSSELL
                               ROBINSON             KIMBERLY
    REGION CODE    ADDRESS   : 2554 JOSHUA COURT
        01         CITY      :    OXNARD
                   STATE/ZIP : CA  93030
    MORTGAGE AMOUNT :   223,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    223,557.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,680.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 89.48000
    ----------------------------------------------------------------
0   0030985824     MORTGAGORS: FLEIG                NORMAN
                               FLEIG                ANTOINETTE
    REGION CODE    ADDRESS   : 21866 JEFFERS LANE
        01         CITY      :    SANTA CLARITA
                   STATE/ZIP : CA  91350
    MORTGAGE AMOUNT :   251,850.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,681.01  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,847.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 89.94600
    ----------------------------------------------------------------
0   0030985857     MORTGAGORS: LANE                 MICHELE

    REGION CODE    ADDRESS   : 82 MOLOKAI COURT
        01         CITY      :    SAN RAMON
                   STATE/ZIP : CA  94583
    MORTGAGE AMOUNT :   276,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,795.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,929.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 70.76900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,253,350.00
                               P & I AMT:      9,180.65
                               UPB AMT:   1,252,504.50

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          272
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030985956     MORTGAGORS: MAHRLEY              WILLIAM
                               CRUCHLEY             MARCIA
    REGION CODE    ADDRESS   : 2405 BONNIE BRAE
        01         CITY      :    SANTA ANA
                   STATE/ZIP : CA  92706
    MORTGAGE AMOUNT :   231,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    230,852.70  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,735.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 62.43240
    ----------------------------------------------------------------
0   0030986053     MORTGAGORS: GRANT                ADRIAN
                               GRANT                ELVIRA
    REGION CODE    ADDRESS   : 119 MILLRICH DRIVE
        01         CITY      :    LOS GATOS
                   STATE/ZIP : CA  95030
    MORTGAGE AMOUNT :   462,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    461,690.01  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,389.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.86170
    ----------------------------------------------------------------
0   0030986079     MORTGAGORS: WINDSOR              GEORGE
                               WINDSOR              LOREEN
    REGION CODE    ADDRESS   : 30842 OLYMPIC PLACE
        01         CITY      :    LAGUNA NIGUEL
                   STATE/ZIP : CA  92677
    MORTGAGE AMOUNT :   336,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    335,768.76  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,436.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030986087     MORTGAGORS: BRAULT               JOHN
                               BRAULT               ELAINE
    REGION CODE    ADDRESS   : 26192 PALMETTO PLACE
        01         CITY      :    MISSION VIEJO
                   STATE/ZIP : CA  92692
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    269,818.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,981.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 76.07700
    ----------------------------------------------------------------
0   0030986111     MORTGAGORS: MARKMAN              ADAM
                               MARKMAN              REBECCA
    REGION CODE    ADDRESS   : 1170 TEMPLE HILLS DRIVE
        01         CITY      :    LAGUNA BEACH
                   STATE/ZIP : CA  92651
    MORTGAGE AMOUNT :   385,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    384,735.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,791.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 77.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,684,000.00
                               P & I AMT:     12,334.35
                               UPB AMT:   1,682,865.34

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          273
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030986129     MORTGAGORS: MARTIN               JOHN
                               MARTIN               PAMELA
    REGION CODE    ADDRESS   : 14151 MILAN ST
        01         CITY      :    WESTMINSTER
                   STATE/ZIP : CA  92683
    MORTGAGE AMOUNT :   266,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,825.99  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,975.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 86.92800
    ----------------------------------------------------------------
0   0030986145     MORTGAGORS: LAZO                 CLAUDIO
                               LAZO                 DENISE
    REGION CODE    ADDRESS   : 13429 CONTOUR DRIVE
        01         CITY      :    SHERMAN OAKS
                   STATE/ZIP : CA  91423
    MORTGAGE AMOUNT :   371,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    370,500.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,722.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------
0   0030986285     MORTGAGORS: SWANSON              KAREN
                               PEARLMAN             RALPH
    REGION CODE    ADDRESS   : 1887 BEACHSIDE TENNIS VILLAS
        01         CITY      :    HILTON HEAD ISLAND
                   STATE/ZIP : SC  29928
    MORTGAGE AMOUNT :   291,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    290,823.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,239.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.50000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.50000  PRODUCT CODE      :   002
    LTV :                 89.99000
    ----------------------------------------------------------------
0   0030986301     MORTGAGORS: JENNINGS             ANDREW
                               JENNINGS             JULIE
    REGION CODE    ADDRESS   : 711 LAUREL STREET
        01         CITY      :    BOONTON
                   STATE/ZIP : NJ  07005
    MORTGAGE AMOUNT :   234,150.00  OPTION TO CONVERT :
    UNPAID BALANCE :    233,430.65  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,800.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.50000  MATURITY DATE     :   04/01/27
    CURRENT INT RATE:      8.50000  PRODUCT CODE      :   002
    LTV :                 94.98985
    ----------------------------------------------------------------
0   0030986392     MORTGAGORS: LOBELL               MARK
                               TOURTELOT            ELLEN
    REGION CODE    ADDRESS   : 10 WHITE PINE DRIVE
        01         CITY      :    CONEWAGO TOWNSHIP
                   STATE/ZIP : PA  17033
    MORTGAGE AMOUNT :   245,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    245,150.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,888.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.50000  MATURITY DATE     :   06/01/27
    CURRENT INT RATE:      8.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,408,050.00
                               P & I AMT:     10,626.03
                               UPB AMT:   1,405,731.15

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          274
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030986418     MORTGAGORS: KUHN                 JEFFREY
                               KUHN                 LORI
    REGION CODE    ADDRESS   : 4715 ANNADEL HEIGHTS DRIVE
        01         CITY      :    SANTA ROSA
                   STATE/ZIP : CA  95405
    MORTGAGE AMOUNT :   311,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    310,437.84  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,392.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.50000  MATURITY DATE     :   05/01/27
    CURRENT INT RATE:      8.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030986897     MORTGAGORS: BLODGETT             MARY

    REGION CODE    ADDRESS   : 740 N. MICHIGAN AVE
        01         CITY      :    PASADENA
                   STATE/ZIP : CA  91104
    MORTGAGE AMOUNT :   255,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,578.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,874.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.99000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.99000  PRODUCT CODE      :   002
    LTV :                 79.92100
    ----------------------------------------------------------------
0   0030987333     MORTGAGORS: NELSON               STEVEN

    REGION CODE    ADDRESS   : 3160 BIGLER PLACE
        01         CITY      :    TAHOE CITY
                   STATE/ZIP : CA  96145
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,793.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,175.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 74.07400
    ----------------------------------------------------------------
0   0030987762     MORTGAGORS: ROUNSFULL            WALTER
                               ROUNSFULL            HAYLEE
    REGION CODE    ADDRESS   : 1816 NORTH SAN DIMAS CANYON ROAD
        01         CITY      :    SAN DIMAS
                   STATE/ZIP : CA  91773
    MORTGAGE AMOUNT :   266,650.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,484.27  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,026.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 79.59700
    ----------------------------------------------------------------
0   0030987895     MORTGAGORS: MILLON               SERAPHIN
                               MILLON               ANGELA
    REGION CODE    ADDRESS   : 1249 HESTER STORE RD
        01         CITY      :    EASLEY
                   STATE/ZIP : SC  29640
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,843.01  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,781.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,373,600.00
                               P & I AMT:     10,251.61
                               UPB AMT:   1,372,136.70

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          275
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030987911     MORTGAGORS: MELSON               STEPHEN

    REGION CODE    ADDRESS   : 115 WOODRIDGE DRIVE
        01         CITY      :    RUTHERFORDTON
                   STATE/ZIP : NC  28139
    MORTGAGE AMOUNT :   236,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    236,383.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,694.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030987952     MORTGAGORS: YATES                JIMMIE
                               YATES                KATLEEN
    REGION CODE    ADDRESS   : 10955 ASHTON LANE
        01         CITY      :    ORLAND PARK
                   STATE/ZIP : IL  60462
    MORTGAGE AMOUNT :   249,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,819.78  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,762.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 47.06900
    ----------------------------------------------------------------
0   0030988034     MORTGAGORS: MCDEVITT             ROBERT
                               MCDEVITT             JUDITH
    REGION CODE    ADDRESS   : 10621 CAHILL ROAD
        01         CITY      :    RALEIGH
                   STATE/ZIP : NC  27614
    MORTGAGE AMOUNT :   299,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,288.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,145.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 78.81500
    ----------------------------------------------------------------
0   0030988059     MORTGAGORS: WRIGHT               TERRANCE
                               WRIGHT               VERDA
    REGION CODE    ADDRESS   : 10754 BEAS DRIVE
        01         CITY      :    CONIFER
                   STATE/ZIP : CO  80433
    MORTGAGE AMOUNT :   223,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    223,038.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,579.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030988083     MORTGAGORS: JAKUBOWICZ           GREG

    REGION CODE    ADDRESS   : 56 THREE MILE HARBOR HOG CREEK RD
        01         CITY      :    E. HAMPTON
                   STATE/ZIP : NY  11937
    MORTGAGE AMOUNT :   331,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    330,832.85  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,753.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      9.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      9.37500  PRODUCT CODE      :   002
    LTV :                 73.55500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,339,250.00
                               P & I AMT:      9,935.63
                               UPB AMT:   1,338,362.73

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          276
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030988158     MORTGAGORS: SERRANO              NORMAN

    REGION CODE    ADDRESS   : 1757 HAMPSHIRE COURT
        01         CITY      :    SAN DIMAS
                   STATE/ZIP : CA  91773
    MORTGAGE AMOUNT :   263,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,509.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,866.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030988174     MORTGAGORS: GILBERT              ALAN
                               GILBERT              TERESA
    REGION CODE    ADDRESS   : 11126 SHADY OAK STREET
        01         CITY      :    ORLANDO
                   STATE/ZIP : FL  32832
    MORTGAGE AMOUNT :   288,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,631.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,163.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030988356     MORTGAGORS: BORNEMAN             BRADLEY
                               BORNEMAN             MEGANNE
    REGION CODE    ADDRESS   : 113 GWYNEDD MANOR ROAD
        01         CITY      :    NORTH WALES
                   STATE/ZIP : PA  19454
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,811.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,840.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030988364     MORTGAGORS: HUDSPETH             JAMES
                               HUDSPETH             TERESA
    REGION CODE    ADDRESS   : 1420 NC 98E
        01         CITY      :    SPRING HOPE
                   STATE/ZIP : NC  27882
    MORTGAGE AMOUNT :   341,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    341,252.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,417.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.41860
    ----------------------------------------------------------------
0   0030988398     MORTGAGORS: HEWETT               MARK
                               HEWETT               JUDY
    REGION CODE    ADDRESS   : 10909 TOWLE LANE
        01         CITY      :    FORT SMITH
                   STATE/ZIP : AR  72908
    MORTGAGE AMOUNT :   404,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    403,721.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,929.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 69.65500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,557,200.00
                               P & I AMT:     11,216.78
                               UPB AMT:   1,555,927.17

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          277
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030988414     MORTGAGORS: KNOX                 ROBERT
                               KNOX                 ELIZABETH
    REGION CODE    ADDRESS   : 3410 LEIGH'S HOLLOW LANE
        01         CITY      :    FORT SMITH
                   STATE/ZIP : AR  72903
    MORTGAGE AMOUNT :   316,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    315,574.52  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,318.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030988455     MORTGAGORS: HARMON               LARRY

    REGION CODE    ADDRESS   : 4607 N HOLLY COURT
        01         CITY      :    KANSAS CITY
                   STATE/ZIP : MO  64116
    MORTGAGE AMOUNT :   234,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    234,084.39  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,719.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030988497     MORTGAGORS: SMITH                RANDALL
                               SMITH                GINA
    REGION CODE    ADDRESS   : 13123 CHARLES STREET
        01         CITY      :    OMAHA
                   STATE/ZIP : NE  68154
    MORTGAGE AMOUNT :   270,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    270,099.40  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,889.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 85.00000
    ----------------------------------------------------------------
0   0030988539     MORTGAGORS: MILLER               VERNON
                               MILLER               MARSHA
    REGION CODE    ADDRESS   : 23244 WEST SAVORY PLACE
        01         CITY      :    VALENCIA
                   STATE/ZIP : CA  91354
    MORTGAGE AMOUNT :   253,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    253,275.58  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,837.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.99100
    ----------------------------------------------------------------
0   0030988547     MORTGAGORS: HNAT                 BARBARA

    REGION CODE    ADDRESS   : 19749 WILDWOOD DRIVE
        01         CITY      :    WEST LINN
                   STATE/ZIP : OR  97068
    MORTGAGE AMOUNT :   288,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,796.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,063.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,362,150.00
                               P & I AMT:      9,829.58
                               UPB AMT:   1,360,830.62

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          278
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030988596     MORTGAGORS: ISSAKOV              SERGE
                               ISSAKOV              ADRIANA
    REGION CODE    ADDRESS   : 7539 CABRILLO AVENUE
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92037
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,819.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,834.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030988620     MORTGAGORS: O' TOOLE             MICHAEL
                               O' TOOLE             SANDRA
    REGION CODE    ADDRESS   : 251 BALLAST
        01         CITY      :    THE SEA RANCH
                   STATE/ZIP : CA  95497
    MORTGAGE AMOUNT :   423,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    422,692.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,127.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   09/01/26
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.06500
    ----------------------------------------------------------------
0   0030988646     MORTGAGORS: LEVINE               LANNING
                               LEVINE               PATRICIA
    REGION CODE    ADDRESS   : 30 GERALD ROAD
        01         CITY      :    MARBLEHEAD
                   STATE/ZIP : MA  01945
    MORTGAGE AMOUNT :   310,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    309,769.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,167.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 58.49000
    ----------------------------------------------------------------
0   0030988653     MORTGAGORS: SPITZ                STEVEN
                               SPITZ                JUDITH
    REGION CODE    ADDRESS   : 5 TALL PINES DRIVE
        01         CITY      :    BEDFORD
                   STATE/ZIP : NY  10549
    MORTGAGE AMOUNT :   352,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    351,763.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,582.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030988679     MORTGAGORS: DEE                  JAMES
                               DEE                  WEN-YIN
    REGION CODE    ADDRESS   : 573 LOWER VINTNERS CIRCLE
        01         CITY      :    FREMONT
                   STATE/ZIP : CA  94539
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,793.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,175.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 49.75120
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,641,000.00
                               P & I AMT:     11,887.34
                               UPB AMT:   1,639,838.91

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          279
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030988703     MORTGAGORS: COOPER               KELLEY

    REGION CODE    ADDRESS   : 7800 BENT TREE DRIVE
        01         CITY      :    AMARILLO
                   STATE/ZIP : TX  79121
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,823.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,856.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030988711     MORTGAGORS: KOON                 DAVID

    REGION CODE    ADDRESS   : 101 WATERSTONE WAY
        01         CITY      :    GOOSE CREEK
                   STATE/ZIP : SC  29445
    MORTGAGE AMOUNT :   243,437.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,968.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,828.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   06/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 94.99900
    ----------------------------------------------------------------
0   0030988729     MORTGAGORS: MICHALAK             THOMAS
                               MICHALAK             CYNTHIA
    REGION CODE    ADDRESS   : 5340 MATTHEW TERRACE
        01         CITY      :    FREMONT
                   STATE/ZIP : CA  94555
    MORTGAGE AMOUNT :   224,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    223,853.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,663.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030988745     MORTGAGORS: HENRIKSEN            LARS

    REGION CODE    ADDRESS   : 5 THOMPSON STREET
        01         CITY      :    ANNAPOLIS
                   STATE/ZIP : MD  21401
    MORTGAGE AMOUNT :   228,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    227,693.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,672.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030988752     MORTGAGORS: LARRAZA              ALAN
                               LARRAZA              JULIE
    REGION CODE    ADDRESS   : 9807 E LARKSPUR DRIVE
        01         CITY      :    SCOTTSDALE
                   STATE/ZIP : AZ  85260
    MORTGAGE AMOUNT :   283,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    282,810.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,076.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 65.81300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,234,437.00
                               P & I AMT:      9,097.79
                               UPB AMT:   1,233,148.48

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          280
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030988778     MORTGAGORS: WALTERS              HILMON
                               WALTERS              LINDA
    REGION CODE    ADDRESS   : 8323 PRIVATE LANE
        01         CITY      :    ANNANDALE
                   STATE/ZIP : VA  22003
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,726.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,387.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 75.26800
    ----------------------------------------------------------------
0   0030988786     MORTGAGORS: RHOADS               JENNIFER
                               RHOADS               ALEXANDER
    REGION CODE    ADDRESS   : 721 S 32ND COURT
        01         CITY      :    WEST DES MOINES
                   STATE/ZIP : IA  50265
    MORTGAGE AMOUNT :   328,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    328,034.79  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,353.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030988828     MORTGAGORS: DORRIS               GARY
                               DORRIS               SHARON
    REGION CODE    ADDRESS   : 9389 N 109TH STREET
        01         CITY      :    SCOTTSDALE
                   STATE/ZIP : AZ  85259
    MORTGAGE AMOUNT :   277,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    277,009.23  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,009.90  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030988836     MORTGAGORS: PLUMMER              JEFFREY
                               PLUMMER              SHERRY
    REGION CODE    ADDRESS   : 8170 QUARTERFIELD FARMS
        01         CITY      :    SEVERN
                   STATE/ZIP : MD  21144
    MORTGAGE AMOUNT :   220,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    219,832.59  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,519.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030989123     MORTGAGORS: KIRSCH               KENNETH
                               KIRSCH               LINDA
    REGION CODE    ADDRESS   : 9031 RANCHVIEW DRIVE
        01         CITY      :    MATTHEWS
                   STATE/ZIP : NC  28105
    MORTGAGE AMOUNT :   221,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    220,847.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,602.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 88.04700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,396,700.00
                               P & I AMT:      9,872.84
                               UPB AMT:   1,395,451.47

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          281
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030989149     MORTGAGORS: BELL                 SAMUEL
                               BELL                 DOROTHY
    REGION CODE    ADDRESS   : 4910 PINEY CREEK LANE
        01         CITY      :    DURHAM
                   STATE/ZIP : NC  27705
    MORTGAGE AMOUNT :   375,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    372,207.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,719.01  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   05/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 52.08333
    ----------------------------------------------------------------
0   0030989156     MORTGAGORS: ALEXANDER            ROBERT
                               ALEXANDER            JUDITH
    REGION CODE    ADDRESS   : 7492 SLEEPING BER TRAIL
        01         CITY      :    LITTLETON
                   STATE/ZIP : CO  80125
    MORTGAGE AMOUNT :   225,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    224,841.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,611.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 69.23000
    ----------------------------------------------------------------
0   0030989164     MORTGAGORS: HOFMEISTER           BRADLEY
                               HOFMEISTER           PATRICIA
    REGION CODE    ADDRESS   : 14112 KING
        01         CITY      :    OVERLAND PARK
                   STATE/ZIP : KS  66221
    MORTGAGE AMOUNT :   226,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    225,848.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,658.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.98800
    ----------------------------------------------------------------
0   0030989172     MORTGAGORS: KANATZAR             JAMES
                               KANATZAR             PEGGY
    REGION CODE    ADDRESS   : 8111 NW ROBERTS ROAD
        01         CITY      :    WEATHERBY LAKE
                   STATE/ZIP : MO  64152
    MORTGAGE AMOUNT :   218,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    217,853.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,599.61  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 75.17241
    ----------------------------------------------------------------
0   0030989180     MORTGAGORS: DIMERY               ISAIAH

    REGION CODE    ADDRESS   : 12 TARRAGON COURT
        01         CITY      :    WILMINGTON
                   STATE/ZIP : DE  19808
    MORTGAGE AMOUNT :   265,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,726.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,974.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 94.99800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,309,900.00
                               P & I AMT:      9,563.16
                               UPB AMT:   1,306,476.88

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          282
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030989222     MORTGAGORS: ERICKSON             JAMES
                               ERICKSON             CORINNE
    REGION CODE    ADDRESS   : 20315 HERBSHEY CIRCLE
        01         CITY      :    YORBA LINDA
                   STATE/ZIP : CA  92887
    MORTGAGE AMOUNT :   229,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    229,541.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,665.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.98500
    ----------------------------------------------------------------
0   0030989248     MORTGAGORS: SUNDERMEYER          MICHAEL
                               ANDERSON             CAROLYN
    REGION CODE    ADDRESS   : 573 VIEW STREET
        01         CITY      :    MOUNTAIN VIEW
                   STATE/ZIP : CA  94041
    MORTGAGE AMOUNT :   303,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    302,780.70  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,144.61  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 73.01200
    ----------------------------------------------------------------
0   0030989263     MORTGAGORS: STENEKER             SJARDO
                               STENEKER-BURKHOLDER  GRETCHEN
    REGION CODE    ADDRESS   : 14127 107TH WAY SW
        01         CITY      :    VASHON ISLAND
                   STATE/ZIP : WA  98070
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,513.65  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,075.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.50000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030989271     MORTGAGORS: BAILEY               ARNOLD
                               BAILEY               JACQUELINE
    REGION CODE    ADDRESS   : 23629 NORTHWEST 7TH COURT
        01         CITY      :    REDMOND
                   STATE/ZIP : WA  98053
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,821.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,885.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 92.85700
    ----------------------------------------------------------------
0   0030989289     MORTGAGORS: PEARCE               STEVEN
                               PEARCE               NANCI
    REGION CODE    ADDRESS   : 115 CHAMBERSBURG WAY
        01         CITY      :    FOLSOM
                   STATE/ZIP : CA  95630
    MORTGAGE AMOUNT :   236,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    235,829.19  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,670.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,428,700.00
                               P & I AMT:     10,441.31
                               UPB AMT:   1,427,486.54

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          283
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030989347     MORTGAGORS: SAKABE               MARK
                               SAKABE               JANICE
    REGION CODE    ADDRESS   : 16 CHANTONNAY
        01         CITY      :    LAGUNA NIGUEL
                   STATE/ZIP : CA  92677
    MORTGAGE AMOUNT :   325,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    324,781.94  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,384.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 61.32070
    ----------------------------------------------------------------
0   0030989362     MORTGAGORS: NESS                 RONALD
                               NESS                 KATHLEEN
    REGION CODE    ADDRESS   : 1554 EDGEWOOD WAY
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95125
    MORTGAGE AMOUNT :   310,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    309,781.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,220.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 75.60970
    ----------------------------------------------------------------
0   0030989370     MORTGAGORS: ANG                  CHEONG

    REGION CODE    ADDRESS   : 514 ISAAC COURT
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95136
    MORTGAGE AMOUNT :   225,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    225,700.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,578.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.98900
    ----------------------------------------------------------------
0   0030989388     MORTGAGORS: FRANK                DAVID
                               FRANK                JANICE
    REGION CODE    ADDRESS   : 166 ESTABAN DRIVE
        01         CITY      :    CAMARILLO
                   STATE/ZIP : CA  93010
    MORTGAGE AMOUNT :   390,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    390,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,726.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 73.58490
    ----------------------------------------------------------------
0   0030989396     MORTGAGORS: KIA                  ALI
                               KIA                  VESTA
    REGION CODE    ADDRESS   : 851 CHATTANOOGA AVENUE
        01         CITY      :    PACIFIC PALISADES
                   STATE/ZIP : CA  90272
    MORTGAGE AMOUNT :   402,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    402,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,953.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 67.08333
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,653,200.00
                               P & I AMT:     11,864.08
                               UPB AMT:   1,652,763.14

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          284
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030989404     MORTGAGORS: SAUER                MARK
                               SAUER                KAREN
    REGION CODE    ADDRESS   : 5887 LA CUMBRE ROAD
        01         CITY      :    SOMIS
                   STATE/ZIP : CA  93066
    MORTGAGE AMOUNT :   440,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    439,673.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,076.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 70.40000
    ----------------------------------------------------------------
0   0030989412     MORTGAGORS: BALLOCH-STENCEL      JODY

    REGION CODE    ADDRESS   : 535 BRISBAINE AVENUE
        01         CITY      :    THOUSAND OAKS
                   STATE/ZIP : CA  91320
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,821.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,103.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 87.50000
    ----------------------------------------------------------------
0   0030989420     MORTGAGORS: HAMIL                JAYNE

    REGION CODE    ADDRESS   : 13308 GALEWOOD STREET
        01         CITY      :    SHERMAN OAKS
                   STATE/ZIP : CA  91423
    MORTGAGE AMOUNT :   303,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    303,551.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,255.34  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0030989446     MORTGAGORS: PATEL                ATUL
                               PATEL                TORAL
    REGION CODE    ADDRESS   : 2836 WOODSIDE TERRACE
        01         CITY      :    FREMONT
                   STATE/ZIP : CA  94539
    MORTGAGE AMOUNT :   589,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    588,984.01  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,222.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.99980
    ----------------------------------------------------------------
0   0030989461     MORTGAGORS: CHIANG               SAMUEL
                               LEE                  JOANN
    REGION CODE    ADDRESS   : 40940 FERREIRA PLACE
        01         CITY      :    FREMONT
                   STATE/ZIP : CA  94539
    MORTGAGE AMOUNT :   428,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    427,666.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,919.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,041,150.00
                               P & I AMT:     14,577.67
                               UPB AMT:   2,039,696.34

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          285
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030989503     MORTGAGORS: KRAUSS               SHARON
                               CAIN                 JACQUES
    REGION CODE    ADDRESS   : 1712 HARKNESS STREET
        01         CITY      :    MANHATTAN BEACH
                   STATE/ZIP : CA  90266
    MORTGAGE AMOUNT :   342,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    341,764.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,479.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030989537     MORTGAGORS: HODGES               THOMAS

    REGION CODE    ADDRESS   : 5700 NO. GRANDVIEW
        01         CITY      :    LITTLE ROCK
                   STATE/ZIP : AR  72207
    MORTGAGE AMOUNT :   272,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,808.03  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,948.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030989545     MORTGAGORS: BUCHANAN             BRIAN
                               BUCHANAN             JUDITH
    REGION CODE    ADDRESS   : 1415 SUFFOLK STREET
        01         CITY      :    BAKERSFIELD
                   STATE/ZIP : CA  93312
    MORTGAGE AMOUNT :   288,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,551.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,291.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.87500  PRODUCT CODE      :   002
    LTV :                 89.98700
    ----------------------------------------------------------------
0   0030989552     MORTGAGORS: CORTELLINI           CHARLES
                               CORTELLINI           ANTONIA
    REGION CODE    ADDRESS   : 2244 HAVERSHAM CLOSE
        01         CITY      :    VIRGINIA BEACH
                   STATE/ZIP : VA  23454
    MORTGAGE AMOUNT :   266,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,311.91  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,909.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 74.02700
    ----------------------------------------------------------------
0   0030989578     MORTGAGORS: DEAMER               RICK
                               MILLER               MONICA
    REGION CODE    ADDRESS   : 1745 EAST HERBERT AVENUE
        01         CITY      :    SALT LAKE CITY
                   STATE/ZIP : UT  84108
    MORTGAGE AMOUNT :   228,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    227,847.02  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,672.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,396,500.00
                               P & I AMT:     10,302.06
                               UPB AMT:   1,395,283.03

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          286
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030989586     MORTGAGORS: FARRELL              JAMES
                               FARRELL              BRENDA
    REGION CODE    ADDRESS   : 25 OVERHILL ROAD
        01         CITY      :    FAIRFIELD
                   STATE/ZIP : CT  06430
    MORTGAGE AMOUNT :   308,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    307,788.03  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,233.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 74.21600
    ----------------------------------------------------------------
0   0030989693     MORTGAGORS: SURIYAMONT           MONTCHAI
                               SURIYAMONT           JOSEPHINE
    REGION CODE    ADDRESS   : 560 CHARDONNAY DRIVE
        01         CITY      :    FREMONT
                   STATE/ZIP : CA  94539
    MORTGAGE AMOUNT :   266,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,821.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,951.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 84.44400
    ----------------------------------------------------------------
0   0030989891     MORTGAGORS: DAVIS                MICHAEL
                               DAVIS                JOCELYN
    REGION CODE    ADDRESS   : 3533 MESQUITE DRIVE
        01         CITY      :    CALABASAS
                   STATE/ZIP : CA  91302
    MORTGAGE AMOUNT :   269,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    268,790.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,835.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 72.70200
    ----------------------------------------------------------------
0   0030989933     MORTGAGORS: GRIGGS               DONALD
                               GRIGGS               COLLEEN
    REGION CODE    ADDRESS   : 39873 SAN FRANCISQUITO CANYON RD
        01         CITY      :    GREEN VALLEY ESTATES
                   STATE/ZIP : CA  91350
    MORTGAGE AMOUNT :   225,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    225,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,670.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0030990147     MORTGAGORS: FINKE                ALAN
                               LIMESAND             ELIZABETH
    REGION CODE    ADDRESS   : 4618 ROSS GATE WAY
        01         CITY      :    PLEASANTON
                   STATE/ZIP : CA  94566
    MORTGAGE AMOUNT :   258,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,126.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,895.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 78.27200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,326,300.00
                               P & I AMT:      9,586.04
                               UPB AMT:   1,325,526.37

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          287
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030990154     MORTGAGORS: ANDERSON             VICKY

    REGION CODE    ADDRESS   : 937 WINDSOR HILLS CIRCLE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95123
    MORTGAGE AMOUNT :   235,960.00  OPTION TO CONVERT :
    UNPAID BALANCE :    235,793.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,690.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030990162     MORTGAGORS: NGUYEN               TUAN
                               NGUYEN               SANDRA
    REGION CODE    ADDRESS   : 1146 CHURCH STREET
        01         CITY      :    MOUNTIAN VIEW
                   STATE/ZIP : CA  94041
    MORTGAGE AMOUNT :   343,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    342,963.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,488.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030990337     MORTGAGORS: SCHER                MARK
                               SCHER                FRANCES
    REGION CODE    ADDRESS   : 2720 SILVER HAMMER WAY
        01         CITY      :    BROOKEVILLE
                   STATE/ZIP : MD  20833
    MORTGAGE AMOUNT :   250,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,064.27  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,749.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.78000
    ----------------------------------------------------------------
0   0030990360     MORTGAGORS: MELE                 RONALD
                               MELE                 LORRAINE
    REGION CODE    ADDRESS   : 25092 CAROLWOOD
        01         CITY      :    LAKE FOREST
                   STATE/ZIP : CA  92630
    MORTGAGE AMOUNT :   225,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    225,740.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,618.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030990378     MORTGAGORS: WALSH                THOMAS

    REGION CODE    ADDRESS   : 536 VISTA GRANDE
        01         CITY      :    NEWPORT BEACH
                   STATE/ZIP : CA  92660
    MORTGAGE AMOUNT :   238,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    237,844.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,767.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,293,310.00
                               P & I AMT:      9,314.21
                               UPB AMT:   1,292,406.41

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          288
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030990394     MORTGAGORS: BRUNO                BRUCE
                               BRUNO                VITA
    REGION CODE    ADDRESS   : 21970 VIA REGINA
        01         CITY      :    SARATOGA
                   STATE/ZIP : CA  95070
    MORTGAGE AMOUNT :   620,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    619,573.32  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,495.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 65.26310
    ----------------------------------------------------------------
0   0030990410     MORTGAGORS: DAYRIT               MELVIN
                               DAYRIT               LENNY
    REGION CODE    ADDRESS   : 12 CELESTE PLACE
        01         CITY      :    ROLLING HILLS ES
                   STATE/ZIP : CA  90274
    MORTGAGE AMOUNT :   390,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    390,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,858.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.99000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.99000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0030990428     MORTGAGORS: BORENSTEIN           JEFF
                               BORENSTEIN           ESTER
    REGION CODE    ADDRESS   : 18735 LISBURN PLACE
        01         CITY      :    NORTHRIDGE
                   STATE/ZIP : CA  91326
    MORTGAGE AMOUNT :   245,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    245,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,796.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.99000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.99000  PRODUCT CODE      :   002
    LTV :                 78.77800
    ----------------------------------------------------------------
0   0030990444     MORTGAGORS: O'NEILL              THOMAS
                               O'NEILL              PATRICIA
    REGION CODE    ADDRESS   : 270 FAIRVIEW COURT
        01         CITY      :    PETALUMA
                   STATE/ZIP : CA  94952
    MORTGAGE AMOUNT :   313,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    313,289.22  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,298.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.99000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.99000  PRODUCT CODE      :   002
    LTV :                 74.64200
    ----------------------------------------------------------------
0   0030990451     MORTGAGORS: HUGHES               RAYMOND
                               HUGHES               ADRIENNE
    REGION CODE    ADDRESS   : 1009 DIAMOND OAKS COURT
        01         CITY      :    BEL AIR
                   STATE/ZIP : MD  21014
    MORTGAGE AMOUNT :   230,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    230,428.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,612.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.98400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,799,100.00
                               P & I AMT:     13,060.98
                               UPB AMT:   1,798,291.40

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          289
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030990477     MORTGAGORS: WANG                 ROBERT
                               XU                   FENYING
    REGION CODE    ADDRESS   : 1039 HOOPER DRIVE
        01         CITY      :    WEST COVINA
                   STATE/ZIP : CA  91791
    MORTGAGE AMOUNT :   324,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    323,765.50  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,293.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030990527     MORTGAGORS: ZAHN                 VICTOR

    REGION CODE    ADDRESS   : 2722 NORTH ROXBURY STREET
        01         CITY      :    ORANGE
                   STATE/ZIP : CA  92867
    MORTGAGE AMOUNT :   315,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    314,788.22  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,309.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.99000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.99000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0030990535     MORTGAGORS: NAEVE                WILLIAM
                               NAEVE                NANCY
    REGION CODE    ADDRESS   : 26492 PALISADE DRIVE
        01         CITY      :    DANA POINT
                   STATE/ZIP : CA  92624
    MORTGAGE AMOUNT :   447,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    446,676.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,163.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 78.42100
    ----------------------------------------------------------------
0   0030990550     MORTGAGORS: SCROFANO             ROBERT
                               SCROFANO             SUZANNE
    REGION CODE    ADDRESS   : 4960 KILBURN COURT
        01         CITY      :    AGOURA
                   STATE/ZIP : CA  91301
    MORTGAGE AMOUNT :   421,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    420,695.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,979.81  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 73.85900
    ----------------------------------------------------------------
0   0030990576     MORTGAGORS: MILLER               KEVIN
                               MILLER               KELLI
    REGION CODE    ADDRESS   : 9122 S ROUNDTREE DRIVE
        01         CITY      :    LITTLETON
                   STATE/ZIP : CO  80126
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    400,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,831.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 87.91200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,907,000.00
                               P & I AMT:     13,577.24
                               UPB AMT:   1,905,925.49

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          290
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030990584     MORTGAGORS: GEIGER               JEFFREY
                               GEIGER               KELLY
    REGION CODE    ADDRESS   : 36095 SW DIXON MILL ROAD
        01         CITY      :    CORNELIUS
                   STATE/ZIP : OR  97113
    MORTGAGE AMOUNT :   235,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    235,437.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,708.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 71.61000
    ----------------------------------------------------------------
0   0030990592     MORTGAGORS: HALESWORTH           CHARLES
                               BROOKS-HALESWORTH    MARION
    REGION CODE    ADDRESS   : 75 LAWRENCE ROAD
        01         CITY      :    TOWNSHIP OF RANDOLPH
                   STATE/ZIP : NJ  07869
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,829.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,930.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030990618     MORTGAGORS: FIFE                 MICHAEL

    REGION CODE    ADDRESS   : 7550 FROG HOLLOW LANE
        01         CITY      :    EVERGREEN
                   STATE/ZIP : CO  80439
    MORTGAGE AMOUNT :   221,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    221,797.25  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,609.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.99600
    ----------------------------------------------------------------
0   0030990667     MORTGAGORS: MABANGLO             DAVID
                               MABANGLO             ELIZABETH
    REGION CODE    ADDRESS   : 5555 RIDGEWOOD DRIVE
        01         CITY      :    FREMONT
                   STATE/ZIP : CA  94555
    MORTGAGE AMOUNT :   267,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    267,029.62  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,007.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 79.76110
    ----------------------------------------------------------------
0   0030990717     MORTGAGORS: BOSWELL              DAVID
                               LY                   TRAMY
    REGION CODE    ADDRESS   : 3699 DEEDHAM DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95148
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,828.23  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,878.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 77.57570
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,240,750.00
                               P & I AMT:      9,133.89
                               UPB AMT:   1,239,922.88

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          291
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030990725     MORTGAGORS: STEDFAST             SARAH
                               STEDFAST             PHILIP
    REGION CODE    ADDRESS   : 7366 CHEVY CIRCLE
        01         CITY      :    NORFOLK
                   STATE/ZIP : VA  23505
    MORTGAGE AMOUNT :   228,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    227,830.79  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,594.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030991095     MORTGAGORS: BLAIR                LAWRENCE
                               BLAIR                TERESA
    REGION CODE    ADDRESS   : 13937 LYNDE AVENUE
        01         CITY      :    SARATOGA
                   STATE/ZIP : CA  95070
    MORTGAGE AMOUNT :   397,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    396,712.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,809.95  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 61.55000
    ----------------------------------------------------------------
0   0030991111     MORTGAGORS: THOMAS               ROB
                               THOMAS               JANINE
    REGION CODE    ADDRESS   : 4014 CHANNEL PLACE
        01         CITY      :    NEWPORT BEACH
                   STATE/ZIP : CA  92663
    MORTGAGE AMOUNT :   471,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    470,691.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,497.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0030991145     MORTGAGORS: HSU                  JASON
                               HSU                  JOAN
    REGION CODE    ADDRESS   : 6778 EDDINGHILL DRIVE
        01         CITY      :    RANCHO PALOS VERDES
                   STATE/ZIP : CA  90275
    MORTGAGE AMOUNT :   337,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    337,267.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,447.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0030991152     MORTGAGORS: WILHEM               STEPHEN
                               SULLIVAN             STACEY
    REGION CODE    ADDRESS   : 2501 CHELSEA ROAD
        01         CITY      :    PALOS VERDES ESTATE
                   STATE/ZIP : CA  90274
    MORTGAGE AMOUNT :   334,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    333,758.25  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,364.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,767,500.00
                               P & I AMT:     12,712.48
                               UPB AMT:   1,766,261.32

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          292
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030991186     MORTGAGORS: PENROSE              MICHAEL
                               PENROSE              CAROLYN
    REGION CODE    ADDRESS   : 1070 PESCADOR DRIVE
        01         CITY      :    NEWPORT BEACH
                   STATE/ZIP : CA  92660
    MORTGAGE AMOUNT :   440,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    439,697.19  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,190.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 66.66600
    ----------------------------------------------------------------
0   0030991194     MORTGAGORS: PHALAN               JEFFREY

    REGION CODE    ADDRESS   : 1202 SPRUANCE STREET
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95128
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,788.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,149.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030991210     MORTGAGORS: SNYDER               STEVEN
                               SNYDER               KIMBERLY
    REGION CODE    ADDRESS   : 1491 BRYAN AVENUE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95118
    MORTGAGE AMOUNT :   236,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    236,333.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,694.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 77.54000
    ----------------------------------------------------------------
0   0030991228     MORTGAGORS: ANTONOPOULOS         EVANGELOS
                               ANTONOPOULOS         MARIA
    REGION CODE    ADDRESS   : 1812 JOHNSTON AVENUE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95125
    MORTGAGE AMOUNT :   262,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    262,336.84  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,995.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 51.67300
    ----------------------------------------------------------------
0   0030991293     MORTGAGORS: PADULA               PHILIP
                               PADULA               VICTORIA
    REGION CODE    ADDRESS   : 8277-8281 CAMINO DEL ORO
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92037
    MORTGAGE AMOUNT :   666,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    665,802.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,888.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   015
    LTV :                 65.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,905,250.00
                               P & I AMT:     13,917.77
                               UPB AMT:   1,903,958.33

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          293
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030991368     MORTGAGORS: GARRETT              SHARON

    REGION CODE    ADDRESS   : 1154 ILIFF STREET
        01         CITY      :    PACIFIC PALASIDES
                   STATE/ZIP : CA  90272
    MORTGAGE AMOUNT :   450,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    449,682.39  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,223.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 48.43900
    ----------------------------------------------------------------
0   0030991384     MORTGAGORS: SOLT                 DAVID
                               SOLT                 FRANCE
    REGION CODE    ADDRESS   : 27862 VIA ESTANCIA
        01         CITY      :    SAN JUAN CAPISTRANO
                   STATE/ZIP : CA  92675
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,816.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,862.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030991392     MORTGAGORS: LEVY                 JEFF

    REGION CODE    ADDRESS   : 12312 CANYON TERRACE
        01         CITY      :    SANTA ANA
                   STATE/ZIP : CA  92705
    MORTGAGE AMOUNT :   278,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    277,803.79  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,991.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030991400     MORTGAGORS: CHAO                 KANG
                               KU                   I-LIEN
    REGION CODE    ADDRESS   : 925 PALOMA DRIVE
        01         CITY      :    ARCADIA
                   STATE/ZIP : CA  91007
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,819.05  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,769.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 61.72800
    ----------------------------------------------------------------
0   0030991426     MORTGAGORS: DEL VECCHIO          PETER
                               DEL VECCHIO          TANYA
    REGION CODE    ADDRESS   : 1674 NEWCASTLE DRIVE
        01         CITY      :    LOS ALTOS
                   STATE/ZIP : CA  94024
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,788.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,149.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 51.28200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,538,000.00
                               P & I AMT:     10,996.90
                               UPB AMT:   1,536,909.98

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          294
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030991442     MORTGAGORS: HENNEMAN             MICHAEL
                               SHADIC               ELIANA
    REGION CODE    ADDRESS   : 3741 FLORIAN STREET
        01         CITY      :    PLEASANTON
                   STATE/ZIP : CA  94588
    MORTGAGE AMOUNT :   237,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    237,436.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,722.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.99623
    ----------------------------------------------------------------
0   0030991491     MORTGAGORS: LAMBERT              CYNTHIA
                               LAMBERT              JEFFREY
    REGION CODE    ADDRESS   : 8751 NIPAWIN WAY
        01         CITY      :    ORANGEVALE
                   STATE/ZIP : CA  95662
    MORTGAGE AMOUNT :   292,720.00  OPTION TO CONVERT :
    UNPAID BALANCE :    292,518.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,122.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030991962     MORTGAGORS: TSOU                 ERIC
                               TSOU                 RACHEL
    REGION CODE    ADDRESS   : 3333 BEARD ROAD
        01         CITY      :    FREMONT
                   STATE/ZIP : CA  94555
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    300,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,175.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 74.07400
    ----------------------------------------------------------------
0   0030991970     MORTGAGORS: LEE                  JOHNSON
                               LEE                  JENNIFER
    REGION CODE    ADDRESS   : 13193 VIA ARRIBA DRIVE
        01         CITY      :    SARATOGA
                   STATE/ZIP : CA  95070
    MORTGAGE AMOUNT :   570,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    570,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,037.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 72.38570
    ----------------------------------------------------------------
0   0030991996     MORTGAGORS: CLARK                RANDALL
                               NIXON-CLARK          ELIZABETH
    REGION CODE    ADDRESS   : 19745 ANADALE DRIVE
        01         CITY      :    TARZANA
                   STATE/ZIP : CA  91356
    MORTGAGE AMOUNT :   323,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    323,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,398.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 79.75300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,723,720.00
                               P & I AMT:     12,455.94
                               UPB AMT:   1,723,355.03

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          295
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030992002     MORTGAGORS: KASTELAN             JOSEPH
                               KASTELAN             LISA
    REGION CODE    ADDRESS   : 1817 PESCADORES AVENUE(SAN PEDRO AR
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90732
    MORTGAGE AMOUNT :   246,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    245,843.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,848.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 79.35480
    ----------------------------------------------------------------
0   0030992010     MORTGAGORS: FREEDMAN             DWIGHT
                               FREEDMAN             GAYE
    REGION CODE    ADDRESS   : 1081 NOBLE LANE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95132
    MORTGAGE AMOUNT :   344,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    344,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,494.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030992028     MORTGAGORS: CARTER               JOHN
                               CARTER               ANNIE
    REGION CODE    ADDRESS   : 3099 S PONTE VEDRA BEACH
        01         CITY      :    JACKSONVILLE BEACH
                   STATE/ZIP : FL  32250
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,774.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,292.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030992036     MORTGAGORS: ASPROMONTE           VINCENT

    REGION CODE    ADDRESS   : 13089 CAMINITO DEL ROCIO
        01         CITY      :    DEL MAR
                   STATE/ZIP : CA  92014
    MORTGAGE AMOUNT :   288,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,791.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,038.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 64.00000
    ----------------------------------------------------------------
0   0030992457     MORTGAGORS: SOLOMON              DAVID
                               SOLOMON              WENDY
    REGION CODE    ADDRESS   : 9 BLUE ROCK COURT
        01         CITY      :    CORTE MADERA
                   STATE/ZIP : CA  94925
    MORTGAGE AMOUNT :   293,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    292,793.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,099.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 63.01000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,491,000.00
                               P & I AMT:     10,772.42
                               UPB AMT:   1,490,202.03

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          296
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030992499     MORTGAGORS: LIN                  CHUNKUAN
                               LIN                  WEIFEN
    REGION CODE    ADDRESS   : 13522 SANDERLING PLACE
        01         CITY      :    GERMANTOWN
                   STATE/ZIP : MD  20874
    MORTGAGE AMOUNT :   278,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,238.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,923.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.99100
    ----------------------------------------------------------------
0   0030992697     MORTGAGORS: MAHON                SEAN
                               MAHON                EVELYN
    REGION CODE    ADDRESS   : 316 EAST MARIPOSA AVENUE
        01         CITY      :    EL SEGUNDO
                   STATE/ZIP : CA  90245
    MORTGAGE AMOUNT :   253,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    253,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,790.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 77.84600
    ----------------------------------------------------------------
0   0030992705     MORTGAGORS: MOLER                RANDALL
                               MOLER                NANCY
    REGION CODE    ADDRESS   : 1 HILLSIDE LANE
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92620
    MORTGAGE AMOUNT :   367,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    367,600.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,601.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.99800
    ----------------------------------------------------------------
0   0030992754     MORTGAGORS: WOOD                 DANIEL
                               WOOD                 KRISTINE
    REGION CODE    ADDRESS   : 18225 PAMELA PLACE
        01         CITY      :    VILLA PARK
                   STATE/ZIP : CA  92861
    MORTGAGE AMOUNT :   315,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    314,766.22  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,202.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 63.00000
    ----------------------------------------------------------------
0   0030992770     MORTGAGORS: GOLDSMITH            ANDREW
                               GOLDSMITH            SHARI
    REGION CODE    ADDRESS   : 2524 CAMBERWELL COURT
        01         CITY      :    HERNDON
                   STATE/ZIP : VA  22071
    MORTGAGE AMOUNT :   271,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,048.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,896.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.99100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,485,300.00
                               P & I AMT:     10,414.91
                               UPB AMT:   1,484,653.03

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          297
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030992788     MORTGAGORS: SMITH                DAVID
                               SMITH                CHRISTINE
    REGION CODE    ADDRESS   : 1321 PAVILION CLUB WAY
        01         CITY      :    RESTON
                   STATE/ZIP : VA  22094
    MORTGAGE AMOUNT :   290,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    290,195.03  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,080.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030993026     MORTGAGORS: COBEZ                ROBERT
                               SURRELL              LINDA
    REGION CODE    ADDRESS   : 215 CALCITA DRIVE
        01         CITY      :    SANTA CRUZ
                   STATE/ZIP : CA  95060
    MORTGAGE AMOUNT :   339,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    338,778.24  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,517.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 67.80000
    ----------------------------------------------------------------
0   0030993034     MORTGAGORS: CAMACHO              VICTOR
                               CAMACHO              PATTY
    REGION CODE    ADDRESS   : 3709 LOTUS DRIVE
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92106
    MORTGAGE AMOUNT :   285,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,803.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,066.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 73.07600
    ----------------------------------------------------------------
0   0030993059     MORTGAGORS: BARNEY               JOANNA
                               COY                  HAROLD
    REGION CODE    ADDRESS   : 10 BUTTERFLY LANE
        01         CITY      :    KENTFIELD
                   STATE/ZIP : CA  94904
    MORTGAGE AMOUNT :   476,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    475,646.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,328.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030993067     MORTGAGORS: COOPER               WM.
                               COOPER               TERI
    REGION CODE    ADDRESS   : 6878 CORTE SONADA
        01         CITY      :    PLEASANTON
                   STATE/ZIP : CA  94566
    MORTGAGE AMOUNT :   310,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    310,337.24  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,173.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,701,200.00
                               P & I AMT:     12,165.41
                               UPB AMT:   1,699,761.11

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          298
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030993075     MORTGAGORS: COSTA                CLARENCE
                               COSTA                MARY
    REGION CODE    ADDRESS   : 4507 CORTLAND DRIVE
        01         CITY      :    NEWPORT BEACH
                   STATE/ZIP : CA  92625
    MORTGAGE AMOUNT :   428,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    427,753.75  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,367.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030993133     MORTGAGORS: RENAUD               MICHELLE
                               SCHLAFER             ANN
    REGION CODE    ADDRESS   : 6115 WATCHTOWER ROAD NE
        01         CITY      :    TACOMA
                   STATE/ZIP : WA  98422
    MORTGAGE AMOUNT :   220,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    219,840.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,557.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030993158     MORTGAGORS: CAMPBELL             RICHARD
                               CAMPBELL             SUSANNA
    REGION CODE    ADDRESS   : 1983 LAS POSAS ROAD
        01         CITY      :    CORONA
                   STATE/ZIP : CA  91720
    MORTGAGE AMOUNT :   231,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    230,836.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,654.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 76.74400
    ----------------------------------------------------------------
0   0030993166     MORTGAGORS: D'ALOISIO            ANDREW
                               D'ALOISIO            LINDA
    REGION CODE    ADDRESS   : 206 CHESTERTOWN STREET
        01         CITY      :    GAITHERSBURG
                   STATE/ZIP : MD  20878
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,825.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,907.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.97500
    ----------------------------------------------------------------
0   0030993190     MORTGAGORS: BISHOP               JAMES

    REGION CODE    ADDRESS   : 4320 ST CHARLES WAY
        01         CITY      :    BOCA RATON
                   STATE/ZIP : FL  33434
    MORTGAGE AMOUNT :   255,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,782.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,900.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 63.04100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,394,950.00
                               P & I AMT:     10,387.36
                               UPB AMT:   1,394,039.60

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          299
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030993216     MORTGAGORS: HENLEY               PATRICK
                               HENLEY               KARLA
    REGION CODE    ADDRESS   : 5702 FOX MEADOW DRIVE
        01         CITY      :    OAK RIDGE
                   STATE/ZIP : NC  27310
    MORTGAGE AMOUNT :   230,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    229,837.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,647.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 75.40900
    ----------------------------------------------------------------
0   0030993224     MORTGAGORS: PERL                 MICHAEL

    REGION CODE    ADDRESS   : 41 CANDLEWOOD DRIVE
        01         CITY      :    WEST HARTFORD
                   STATE/ZIP : CT  06117
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,809.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,726.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 53.76300
    ----------------------------------------------------------------
0   0030993257     MORTGAGORS: PESCI                WILLIAM
                               PESCI                ROSALIEE
    REGION CODE    ADDRESS   : 4911 GARDENFORD
        01         CITY      :    KINGWOOD
                   STATE/ZIP : TX  77345
    MORTGAGE AMOUNT :   225,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    224,837.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,592.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 78.94700
    ----------------------------------------------------------------
0   0030993265     MORTGAGORS: GOODMAN              ROBERT
                               GOODMAN              DIANE
    REGION CODE    ADDRESS   : 64 GROVE AVENUE
        01         CITY      :    LARCHMONT
                   STATE/ZIP : NY  10538
    MORTGAGE AMOUNT :   425,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    424,676.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,935.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 49.41800
    ----------------------------------------------------------------
0   0030993273     MORTGAGORS: WEBER                LAWRENCE
                               GERDES               MARY
    REGION CODE    ADDRESS   : 5 WOOD ROAD
        01         CITY      :    REDDING
                   STATE/ZIP : CT  06896
    MORTGAGE AMOUNT :   343,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    342,739.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,369.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 64.11200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,473,000.00
                               P & I AMT:     10,271.37
                               UPB AMT:   1,471,900.20

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          300
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030993281     MORTGAGORS: HOLTZMAN             HERBERT
                               TOMER                SHERRI
    REGION CODE    ADDRESS   : 2279 SEMINOLE ROAD # 3
        01         CITY      :    ATLANTIC BEACH
                   STATE/ZIP : FL  32233
    MORTGAGE AMOUNT :   238,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    238,202.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,812.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 86.72700
    ----------------------------------------------------------------
0   0030993307     MORTGAGORS: SMITH                BRADLEY
                               SMITH                LORI
    REGION CODE    ADDRESS   : 30303 OAK TREE DRIVE
        01         CITY      :    GEORGETOWN
                   STATE/ZIP : TX  78628
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,832.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,834.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 69.44400
    ----------------------------------------------------------------
0   0030993323     MORTGAGORS: GIAMBRA              MICHAEL
                               GIAMBRA              VICTORIA
    REGION CODE    ADDRESS   : 2062 BAKERS MILL ROAD
        01         CITY      :    DACULA
                   STATE/ZIP : GA  30211
    MORTGAGE AMOUNT :   384,850.00  OPTION TO CONVERT :
    UNPAID BALANCE :    384,571.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,723.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.99400
    ----------------------------------------------------------------
0   0030993356     MORTGAGORS: ROBERTS              TRUMAN
                               ROBERTS              PAMELA
    REGION CODE    ADDRESS   : 9317 DOSIER COVE WEST
        01         CITY      :    FORT WORTH
                   STATE/ZIP : TX  76179
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,782.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,123.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0030993364     MORTGAGORS: GILL                 WILLIAM
                               GILL                 CLARA
    REGION CODE    ADDRESS   : 1919 SHARON LANE
        01         CITY      :    CHARLOTTE
                   STATE/ZIP : NC  28211
    MORTGAGE AMOUNT :   254,850.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,660.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,781.95  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 77.69800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,428,200.00
                               P & I AMT:     10,276.46
                               UPB AMT:   1,427,049.93

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          301
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030993380     MORTGAGORS: YANT                 WILLIAM
                               YANT                 LORI
    REGION CODE    ADDRESS   : 365 SOUTH BLAKESLEE ROAD
        01         CITY      :    OAKLAND
                   STATE/ZIP : MD  21550
    MORTGAGE AMOUNT :   262,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    262,314.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,880.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 73.83900
    ----------------------------------------------------------------
0   0030993414     MORTGAGORS: TREASTER             JAMES
                               TREASTER             PENNY
    REGION CODE    ADDRESS   : 3612 SNIDOW DRIVE
        01         CITY      :    PLANO
                   STATE/ZIP : TX  75025
    MORTGAGE AMOUNT :   296,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,796.29  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,146.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030993448     MORTGAGORS: CASMEDES             HARRY
                               CASMEDES             KATHERRYN
    REGION CODE    ADDRESS   : 2006 PLUMBROOK DRIVE
        01         CITY      :    AUSTIN
                   STATE/ZIP : TX  78746
    MORTGAGE AMOUNT :   237,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    237,328.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,681.01  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030993489     MORTGAGORS: NAUM                 CHRIS
                               NAUM                 SHELLY
    REGION CODE    ADDRESS   : 1439 QUAIL POINTE DRIVE
        01         CITY      :    CARMEL
                   STATE/ZIP : IN  46032
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,759.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,537.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 71.42800
    ----------------------------------------------------------------
0   0030993497     MORTGAGORS: LANGEVIN             ROBERT
                               LARSEN               YLENE
    REGION CODE    ADDRESS   : 6426 DAHLONEGA ROAD
        01         CITY      :    BETHESDA
                   STATE/ZIP : MD  20816
    MORTGAGE AMOUNT :   375,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    374,714.65  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,590.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 59.19400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,521,000.00
                               P & I AMT:     10,835.59
                               UPB AMT:   1,519,912.91

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          302
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030993505     MORTGAGORS: BORYK                MICHAEL
                               BORYK                CAROL
    REGION CODE    ADDRESS   : 336 HUNNER ROAD
        01         CITY      :    PASADENA
                   STATE/ZIP : MD  21122
    MORTGAGE AMOUNT :   440,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    439,689.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,152.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 50.00000
    ----------------------------------------------------------------
0   0030993513     MORTGAGORS: TAYLOR               TERENCE

    REGION CODE    ADDRESS   : 1249 S OGDEN STREET
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90019
    MORTGAGE AMOUNT :   230,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    229,841.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,667.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 70.76900
    ----------------------------------------------------------------
0   0030993521     MORTGAGORS: MORREALE             ANTHONY
                               MORREALE             SUZANNE
    REGION CODE    ADDRESS   : 552 CANYON DRIVE
        01         CITY      :    SOLANA BEACH
                   STATE/ZIP : CA  92075
    MORTGAGE AMOUNT :   517,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    516,670.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,884.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 65.44300
    ----------------------------------------------------------------
0   0030993539     MORTGAGORS: GRIVAS               GLENEN
                               GRIVAS               EMELY
    REGION CODE    ADDRESS   : 139 LUCCA DRIVE
        01         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94080
    MORTGAGE AMOUNT :   372,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    372,243.65  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,700.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 76.80400
    ----------------------------------------------------------------
0   0030993547     MORTGAGORS: CASTANEDA            JOHN
                               CASTANEDA            ANA
    REGION CODE    ADDRESS   : 1212 BRETMOOR
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95129
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,811.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,840.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 62.65000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,819,500.00
                               P & I AMT:     13,245.07
                               UPB AMT:   1,818,256.97

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          303
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030993570     MORTGAGORS: GRAY                 GARY
                               GRAY                 KELLY
    REGION CODE    ADDRESS   : 410 THISTLE WAY
        01         CITY      :    SAN RAMON
                   STATE/ZIP : CA  94583
    MORTGAGE AMOUNT :   254,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,420.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,823.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 73.79700
    ----------------------------------------------------------------
0   0030993588     MORTGAGORS: CHEN                 TIEN-YOU
                               SU                   CHING-CHING
    REGION CODE    ADDRESS   : 1431 GRAYWOOD DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95129
    MORTGAGE AMOUNT :   438,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    438,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,139.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 67.41530
    ----------------------------------------------------------------
0   0030993604     MORTGAGORS: MESICA               ZURI
                               MESICA               LESLEY
    REGION CODE    ADDRESS   : 4063 BENEDICT CANYON DRIVE
        01         CITY      :    SHERMAN OAKS
                   STATE/ZIP : CA  91423
    MORTGAGE AMOUNT :   577,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    577,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,183.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 68.28400
    ----------------------------------------------------------------
0   0030993612     MORTGAGORS: TULLY                RANDALL
                               TULLY                PATRICIA
    REGION CODE    ADDRESS   : 728 CRYSTAL LANE
        01         CITY      :    PLEASANTON
                   STATE/ZIP : CA  94566
    MORTGAGE AMOUNT :   424,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    423,708.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,074.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 74.38500
    ----------------------------------------------------------------
0   0030993620     MORTGAGORS: MARTIN               WILLIAM
                               MARTIN               SUSAN
    REGION CODE    ADDRESS   : 872 COLINA VISTA STREET
        01         CITY      :    VENTURA
                   STATE/ZIP : CA  93003
    MORTGAGE AMOUNT :   225,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    225,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,573.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.78720
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,918,800.00
                               P & I AMT:     13,794.48
                               UPB AMT:   1,918,328.51

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          304
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030993646     MORTGAGORS: BROCK                ELIZABETH
                               GREENAWALT           ROBERT
    REGION CODE    ADDRESS   : 4312 MISSION COURT
        01         CITY      :    ALEXANDRIA
                   STATE/ZIP : VA  22315
    MORTGAGE AMOUNT :   323,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    323,509.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,263.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.99900
    ----------------------------------------------------------------
0   0030993653     MORTGAGORS: STEPHAN              JOHN
                               STEPHAN              MARIA
    REGION CODE    ADDRESS   : 285 E PAUL REVERE COURT
        01         CITY      :    CHESTERTON
                   STATE/ZIP : IN  46304
    MORTGAGE AMOUNT :   251,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,127.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,822.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 55.23000
    ----------------------------------------------------------------
0   0030993661     MORTGAGORS: SCAVEN               ANTHONY
                               SCAVEN               KAREN
    REGION CODE    ADDRESS   : 25400 N.E. 53RD ST
        01         CITY      :    VANCOUVER
                   STATE/ZIP : WA  98682
    MORTGAGE AMOUNT :   330,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    329,772.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,392.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 61.68200
    ----------------------------------------------------------------
0   0030993679     MORTGAGORS: DEKSHENIEKS          CRAIG
                               DEKSHENIEKS          CAROL
    REGION CODE    ADDRESS   : 4005 MONTGLENN TRACE
        01         CITY      :    CUMMING
                   STATE/ZIP : GA  30131
    MORTGAGE AMOUNT :   228,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    228,242.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,656.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 94.88900
    ----------------------------------------------------------------
0   0030993737     MORTGAGORS: HILL                 MARK
                               KHOO                 BRYAN
    REGION CODE    ADDRESS   : 510 SAN FELICIA WAY
        01         CITY      :    LOS ALTOS
                   STATE/ZIP : CA  94022
    MORTGAGE AMOUNT :   505,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    505,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,617.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 76.51500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,638,450.00
                               P & I AMT:     11,752.48
                               UPB AMT:   1,637,652.51

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          305
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030993745     MORTGAGORS: MOCKLER              DONALD
                               MOCKLER              JOAN
    REGION CODE    ADDRESS   : 29 SILKWOOD
        01         CITY      :    ALISO VIEJO
                   STATE/ZIP : CA  92656
    MORTGAGE AMOUNT :   250,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,527.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,817.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 94.99500
    ----------------------------------------------------------------
0   0030993752     MORTGAGORS: TRUONG               HOAN
                               THAI                 TUYET
    REGION CODE    ADDRESS   : 13914 64TH STREET W
        01         CITY      :    EDMONDS
                   STATE/ZIP : WA  98023
    MORTGAGE AMOUNT :   258,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,076.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,894.95  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 50.00000
    ----------------------------------------------------------------
0   0030993778     MORTGAGORS: BILDER               PETER
                               BILDER               MICHELLE
    REGION CODE    ADDRESS   : 19561 SIERRA SOTO ROAD
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92612
    MORTGAGE AMOUNT :   284,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    283,804.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,059.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030993794     MORTGAGORS: ELDER                LINDA

    REGION CODE    ADDRESS   : 804 SOUTH COTTONTAIL LANE
        01         CITY      :    ANAHEIM
                   STATE/ZIP : CA  92808
    MORTGAGE AMOUNT :   307,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    307,222.05  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,339.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   06/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030993828     MORTGAGORS: DOMINITZ             JASON
                               YOUNG                JOSEPHINE
    REGION CODE    ADDRESS   : 5423 134TH AVENUE SOUTHEAST
        01         CITY      :    BELLEVUE
                   STATE/ZIP : WA  98006
    MORTGAGE AMOUNT :   261,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    260,639.58  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,892.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,361,750.00
                               P & I AMT:     10,003.85
                               UPB AMT:   1,360,270.37

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          306
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030993844     MORTGAGORS: CHERNE               PHILIP
                               CHERNE               ANNETTE
    REGION CODE    ADDRESS   : 4293 AVOCADO AVENUE
        01         CITY      :    YORBA LINDA
                   STATE/ZIP : CA  92886
    MORTGAGE AMOUNT :   237,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    236,680.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,739.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 94.98900
    ----------------------------------------------------------------
0   0030993851     MORTGAGORS: SMITH                GREG
                               SMITH                SALLY
    REGION CODE    ADDRESS   : 935 CHESTERFIELD LANE
        01         CITY      :    DANVILLE
                   STATE/ZIP : CA  94506
    MORTGAGE AMOUNT :   328,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    327,558.37  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,406.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030993877     MORTGAGORS: DIAMOND              THEODORE
                               CHON                 MARGAGET
    REGION CODE    ADDRESS   : 7006 SOUTHEAST MAKER STREET
        01         CITY      :    MERCER ISLAND
                   STATE/ZIP : WA  98040
    MORTGAGE AMOUNT :   328,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    328,034.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,353.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030993885     MORTGAGORS: VAN POELJE           PAUL

    REGION CODE    ADDRESS   : 6483 DOWLING DRIVE
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92037
    MORTGAGE AMOUNT :   227,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    226,916.59  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,726.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030993893     MORTGAGORS: HOSKINSON            CLARK
                               HOSKINSON            KATHRYN
    REGION CODE    ADDRESS   : 45709 SOUTHEAST 139TH PLACE
        01         CITY      :    NORTH BEND
                   STATE/ZIP : WA  98045
    MORTGAGE AMOUNT :   301,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    300,573.75  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,156.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.99574
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,421,700.00
                               P & I AMT:     10,382.50
                               UPB AMT:   1,419,764.42

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          307
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030993901     MORTGAGORS: ARMENTROUT           PHILIP
                               ARMENTROUT           DEBORAH
    REGION CODE    ADDRESS   : 5570 AVENIDA DEL TREN
        01         CITY      :    YORBA LINDA
                   STATE/ZIP : CA  92887
    MORTGAGE AMOUNT :   326,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    326,163.76  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,310.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 85.00000
    ----------------------------------------------------------------
0   0030993919     MORTGAGORS: FINNEGAN             BRIAN
                               HERRERA              SADIE
    REGION CODE    ADDRESS   : 11070 MATTHEWS DRIVE
        01         CITY      :    TUSTIN
                   STATE/ZIP : CA  92682
    MORTGAGE AMOUNT :   284,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,313.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,112.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 84.99600
    ----------------------------------------------------------------
0   0030993943     MORTGAGORS: HERRINGTON           SANDY
                               HERRINGTON           CAROL
    REGION CODE    ADDRESS   : 3813 MAVERICK STREET
        01         CITY      :    LAS VEGAS
                   STATE/ZIP : NV  89108
    MORTGAGE AMOUNT :   236,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    236,748.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,779.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 94.99900
    ----------------------------------------------------------------
0   0030993976     MORTGAGORS: CAVANAUGH            PATRICK
                               CAVANAUGH            JENNIFER
    REGION CODE    ADDRESS   : 12465 CASEY LANE
        01         CITY      :    COLORADO SPRINGS
                   STATE/ZIP : CO  80908
    MORTGAGE AMOUNT :   238,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    238,343.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,770.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 88.82681
    ----------------------------------------------------------------
0   0030994008     MORTGAGORS: BACHMAN-HIDLEY       RUTH
                               KAMRATH              ANGELA
    REGION CODE    ADDRESS   : 1207 CALLE CHRISTOPHER
        01         CITY      :    ENCINITAS
                   STATE/ZIP : CA  92024
    MORTGAGE AMOUNT :   265,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    264,812.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,898.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 77.94100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,351,300.00
                               P & I AMT:      9,871.77
                               UPB AMT:   1,350,383.52

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          308
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030994024     MORTGAGORS: WEINSTOCK            SHEILA
                               WEINSTOCK            J.
    REGION CODE    ADDRESS   : 13055 SEAGROVE STREET
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92130
    MORTGAGE AMOUNT :   370,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    369,982.02  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,620.61  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 71.16600
    ----------------------------------------------------------------
0   0030994065     MORTGAGORS: KARLMAN              PAUL
                               LOW                  BECKY
    REGION CODE    ADDRESS   : 1629 CARLSON LANE
        01         CITY      :    REDONDO BEACH
                   STATE/ZIP : CA  90278
    MORTGAGE AMOUNT :   254,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,215.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,800.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030994073     MORTGAGORS: AGER                 JULIE
                               AGER                 BRIAN
    REGION CODE    ADDRESS   : 1218 FAIRFIELD ESTATES LANE
        01         CITY      :    CROWNSVILLE
                   STATE/ZIP : MD  21032
    MORTGAGE AMOUNT :   241,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    240,929.84  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,727.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.99700
    ----------------------------------------------------------------
0   0030994313     MORTGAGORS: DAVIS                ROBERT
                               DAVIS                JULIANNE
    REGION CODE    ADDRESS   : 1571 RANCHO HILLS DR
        01         CITY      :    CHINO HILLS
                   STATE/ZIP : CA  91709
    MORTGAGE AMOUNT :   292,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    291,803.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,140.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.99000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.99000  PRODUCT CODE      :   002
    LTV :                 78.91800
    ----------------------------------------------------------------
0   0030994370     MORTGAGORS: BERGER               CHARLES
                               BERGER               KARIN
    REGION CODE    ADDRESS   : 2654 WEST 225TH STREET
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90505
    MORTGAGE AMOUNT :   264,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    264,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,868.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,421,750.00
                               P & I AMT:     10,157.65
                               UPB AMT:   1,420,931.40

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          309
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030994479     MORTGAGORS: PATEL                NAVNIT
                               PATEL                PALLAVI
    REGION CODE    ADDRESS   : 829 NORTH PARISH PLACE
        01         CITY      :    BURBANK
                   STATE/ZIP : CA  91506
    MORTGAGE AMOUNT :   225,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    225,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,592.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0030994487     MORTGAGORS: JENSEN               MAGDELINE
                               SULESKI              ANTHONY
    REGION CODE    ADDRESS   : 802 EAST PLACITA DE ROBERTA
        01         CITY      :    TUCSON
                   STATE/ZIP : AZ  85718
    MORTGAGE AMOUNT :   232,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    231,840.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,682.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030994495     MORTGAGORS: MONTGOMERY           DAVID
                               MONTGOMERY           DIANE
    REGION CODE    ADDRESS   : 11080 DRYDEN DRIVE
        01         CITY      :    RENO
                   STATE/ZIP : NV  89511
    MORTGAGE AMOUNT :   310,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    309,791.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,272.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.99000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.99000  PRODUCT CODE      :   002
    LTV :                 65.81700
    ----------------------------------------------------------------
0   0030994560     MORTGAGORS: SALERNO              JUDY

    REGION CODE    ADDRESS   : 1304 CASTLE WALL ST
        01         CITY      :    LAS VEGAS
                   STATE/ZIP : NV  89117
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,782.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,660.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 58.70900
    ----------------------------------------------------------------
0   0030994644     MORTGAGORS: BARBOUR              KAREN
                               BARBOUR              RICHARD
    REGION CODE    ADDRESS   : 3315 STONEY MIST DRIVE
        01         CITY      :    SUGAR LAND
                   STATE/ZIP : TX  77479
    MORTGAGE AMOUNT :   252,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,860.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,850.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 94.99000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,369,200.00
                               P & I AMT:     10,058.04
                               UPB AMT:   1,368,274.77

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          310
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030994651     MORTGAGORS: KARANGES             NICK
                               KARANGES             GAYLE
    REGION CODE    ADDRESS   : 4500 ANGLIN CIRCLE
        01         CITY      :    FORT WORTH
                   STATE/ZIP : TX  76140
    MORTGAGE AMOUNT :   287,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,080.95  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 60.42100
    ----------------------------------------------------------------
0   0030994669     MORTGAGORS: SHERFEY              TIMOTHY
                               SHERFEY              LANESA
    REGION CODE    ADDRESS   : 2311 HIGHLANDS CREEK BOULEVARD
        01         CITY      :    CARROLLTON
                   STATE/ZIP : TX  75007
    MORTGAGE AMOUNT :   253,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    253,421.01  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,816.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030994685     MORTGAGORS: JONES                TERRY
                               JONES                RHETA
    REGION CODE    ADDRESS   : 2806 TRAIL LODGE
        01         CITY      :    KINGWOOD
                   STATE/ZIP : TX  77339
    MORTGAGE AMOUNT :   244,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    243,827.78  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,748.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030994693     MORTGAGORS: BELSKY               JON
                               BELSKY               ELIZABETH
    REGION CODE    ADDRESS   : 19681 RIVERSIDE DRIVE
        01         CITY      :    TEQUESTA
                   STATE/ZIP : FL  33469
    MORTGAGE AMOUNT :   387,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    387,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,772.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030994727     MORTGAGORS: WIGHT                PAUL
                               WIGHT                HELEN
    REGION CODE    ADDRESS   : 134 CLUBHOUSE DRIVE
        01         CITY      :    AUSTIN
                   STATE/ZIP : TX  78734
    MORTGAGE AMOUNT :   264,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    264,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,891.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,435,600.00
                               P & I AMT:     10,309.67
                               UPB AMT:   1,435,248.79

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          311
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030994750     MORTGAGORS: TURNER               PAUL
                               TURNER               CLAIRE M
    REGION CODE    ADDRESS   : 54 THE ALAMEDA
        01         CITY      :    EL GRANADA
                   STATE/ZIP : CA  94018
    MORTGAGE AMOUNT :   290,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    290,689.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,058.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 73.09000
    ----------------------------------------------------------------
0   0030994768     MORTGAGORS: LISONI               ANTOINETTE
                               JONES                SUSAN
    REGION CODE    ADDRESS   : 5274 LAUREL DRIVE
        01         CITY      :    CONCORD
                   STATE/ZIP : CA  94521
    MORTGAGE AMOUNT :   244,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    243,836.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,790.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030994784     MORTGAGORS: LEVINSON             DAVID
                               LEVINSON             JANICE
    REGION CODE    ADDRESS   : 3115 DEEP CANYON DR
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90210
    MORTGAGE AMOUNT :   565,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    564,601.23  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,047.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 66.47000
    ----------------------------------------------------------------
0   0030994826     MORTGAGORS: MORPHEW              FORREST
                               MORPHEW              EPHIMIA
    REGION CODE    ADDRESS   : 400 GREENWOOD BEACH RD
        01         CITY      :    TIBURON
                   STATE/ZIP : CA  94920
    MORTGAGE AMOUNT :   511,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    510,674.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,838.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 67.41400
    ----------------------------------------------------------------
0   0030994834     MORTGAGORS: LEE                  STEVEN
                               LEE                  PAMELA
    REGION CODE    ADDRESS   : 2505 ARLOTTA PLACE
        01         CITY      :    PLEASANTON
                   STATE/ZIP : CA  94588
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,788.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,149.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 47.61900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,910,900.00
                               P & I AMT:     13,885.30
                               UPB AMT:   1,909,589.39

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          312
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030994859     MORTGAGORS: BAER                 NEIL

    REGION CODE    ADDRESS   : 55 BRENTWOOD DR
        01         CITY      :    SAN RAFAEL
                   STATE/ZIP : CA  94901
    MORTGAGE AMOUNT :   336,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    335,750.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,349.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.05800
    ----------------------------------------------------------------
0   0030994867     MORTGAGORS: MOLDENHAUER          CALVIN
                               MOLDENHAUER          DANA
    REGION CODE    ADDRESS   : 502 12TH ST
        01         CITY      :    PACIFIC GROVE
                   STATE/ZIP : CA  93950
    MORTGAGE AMOUNT :   230,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    229,841.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,667.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 73.01500
    ----------------------------------------------------------------
0   0030994875     MORTGAGORS: GALENDER             DANIEL
                               GALENDER             LINDA
    REGION CODE    ADDRESS   : 2240 PAPPAS PLACE
        01         CITY      :    HAYWARD
                   STATE/ZIP : CA  94542
    MORTGAGE AMOUNT :   352,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    351,769.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,613.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 78.22200
    ----------------------------------------------------------------
0   0030994883     MORTGAGORS: FARRIS               MICHAEL
                               FARRIS               LAURA
    REGION CODE    ADDRESS   : 2355 DE VARONA PL.
        01         CITY      :    SANTA CLARA
                   STATE/ZIP : CA  95050
    MORTGAGE AMOUNT :   247,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,705.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 68.61100
    ----------------------------------------------------------------
0   0030994891     MORTGAGORS: DUCKERING            RUSSELL
                               DUCKERING            PAMELA
    REGION CODE    ADDRESS   : 285 FIRESTONE DRIVE
        01         CITY      :    WALNUT CREEK
                   STATE/ZIP : CA  94598
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,798.70  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,201.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,465,000.00
                               P & I AMT:     10,537.87
                               UPB AMT:   1,464,160.80

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          313
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030994917     MORTGAGORS: ENGEL                JOANNE
                               HALLER               ELLEN
    REGION CODE    ADDRESS   : 457 FREDERICK STREET
        01         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94117
    MORTGAGE AMOUNT :   506,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    505,614.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,494.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 76.09000
    ----------------------------------------------------------------
0   0030994933     MORTGAGORS: MARSHALL             RUSSELL
                               MARSHALL             BRENDA
    REGION CODE    ADDRESS   : 27 WARRICK COURT
        01         CITY      :    PETALUMA
                   STATE/ZIP : CA  94954
    MORTGAGE AMOUNT :   283,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    283,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,030.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.94300
    ----------------------------------------------------------------
0   0030995005     MORTGAGORS: CIEPIEL              ANTHONY
                               CIEPIEL              TINA
    REGION CODE    ADDRESS   : 7399 MCSHU LANE
        01         CITY      :    HUDSON
                   STATE/ZIP : OH  44236
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    500,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,496.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 66.66600
    ----------------------------------------------------------------
0   0030995765     MORTGAGORS: MARTIN               RICHARD
                               MARTIN               MISAGHIEH
    REGION CODE    ADDRESS   : 18005 FARMHILL LANE
        01         CITY      :    SALINAS
                   STATE/ZIP : CA  93907
    MORTGAGE AMOUNT :   247,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,333.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,816.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0030995773     MORTGAGORS: BANCILHON            JEAN-YVES
                               BANCILHON            PILAR
    REGION CODE    ADDRESS   : 5515 DEL ORO COURT
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95124
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    280,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,957.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,816,900.00
                               P & I AMT:     12,795.08
                               UPB AMT:   1,816,348.90

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          314
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030995781     MORTGAGORS: BATES                JAMES
                               BATES                SANDRA
    REGION CODE    ADDRESS   : 1227 HIGHLAND DRIVE
        01         CITY      :    NOVATO
                   STATE/ZIP : CA  94949
    MORTGAGE AMOUNT :   268,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    268,324.37  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,993.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 63.92800
    ----------------------------------------------------------------
0   0030995799     MORTGAGORS: CHAN                 TOM
                               LEE                  DORIS
    REGION CODE    ADDRESS   : 43 LEDGEWOOD DRIVE
        01         CITY      :    LAS FLORES
                   STATE/ZIP : CA  92688
    MORTGAGE AMOUNT :   295,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,585.91  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,093.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.98900
    ----------------------------------------------------------------
0   0030995807     MORTGAGORS: BHATT                RANJAN
                               BHATT                KIRAN
    REGION CODE    ADDRESS   : 585 CLYDE COURT
        01         CITY      :    MILPITAS
                   STATE/ZIP : CA  95035
    MORTGAGE AMOUNT :   374,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    374,242.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,715.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 74.01100
    ----------------------------------------------------------------
0   0030995831     MORTGAGORS: DOOLITTLE            DIANE

    REGION CODE    ADDRESS   : 2671 DUMBARTON AVENUE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95136
    MORTGAGE AMOUNT :   286,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    285,803.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,073.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 71.32100
    ----------------------------------------------------------------
0   0030995849     MORTGAGORS: DUMON                THOMAS
                               DUMON                MARSHA
    REGION CODE    ADDRESS   : 17831 FAIRHAVEN AVENUE
        01         CITY      :    SANTA ANA
                   STATE/ZIP : CA  92705
    MORTGAGE AMOUNT :   245,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,822.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,734.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 82.77000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,469,800.00
                               P & I AMT:     10,610.42
                               UPB AMT:   1,468,778.42

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          315
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030995856     MORTGAGORS: ALLEN                MARK
                               CHIN                 CAROLYN
    REGION CODE    ADDRESS   : 1563 FUNSTON AVENUE
        01         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94122
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,823.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,856.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030995872     MORTGAGORS: DOSHI                SAMIR
                               DOSHI                SHEFALI
    REGION CODE    ADDRESS   : 37 WHISPERING PINE
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92620
    MORTGAGE AMOUNT :   217,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    217,638.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,522.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030995930     MORTGAGORS: EARLEY               JOLENE

    REGION CODE    ADDRESS   : 2475 MANCHESTER AVENUE
        01         CITY      :    CARDIFF
                   STATE/ZIP : CA  92007
    MORTGAGE AMOUNT :   285,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    285,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,041.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.16660
    ----------------------------------------------------------------
0   0030995955     MORTGAGORS: INTRACHAT            PALLOP

    REGION CODE    ADDRESS   : 2245 VERMONT ST
        01         CITY      :    LAWRENCE
                   STATE/ZIP : KS  66046
    MORTGAGE AMOUNT :   257,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    256,831.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,908.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 67.63100
    ----------------------------------------------------------------
0   0030996003     MORTGAGORS: HARDIN               JEFFREY

    REGION CODE    ADDRESS   : 7806 HERITAGE FARM DRIVE
        01         CITY      :    GAITHERSBURG
                   STATE/ZIP : MD  20879
    MORTGAGE AMOUNT :   265,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,053.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,854.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 94.98600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,281,050.00
                               P & I AMT:      9,183.73
                               UPB AMT:   1,280,347.21

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          316
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030996037     MORTGAGORS: COURTEMANCHE         JERRY
                               COURTEMANCHE         HSIU-JEN
    REGION CODE    ADDRESS   : 1 BLACK STALLION COURT
        01         CITY      :    GERMANTOWN
                   STATE/ZIP : MD  20874
    MORTGAGE AMOUNT :   232,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    232,227.52  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,624.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 74.99100
    ----------------------------------------------------------------
0   0030996094     MORTGAGORS: SELDIN               DONNA

    REGION CODE    ADDRESS   : 13608 TURNMORE ROAD
        01         CITY      :    SILVER SPRING
                   STATE/ZIP : MD  20906
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    269,799.62  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,887.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 88.52400
    ----------------------------------------------------------------
0   0030996250     MORTGAGORS: FOUGHT               DANIEL
                               FOUGHT               KATHLEEN
    REGION CODE    ADDRESS   : 533 SHOREWOOD
        01         CITY      :    HILTON HEAD ISLAND
                   STATE/ZIP : SC  29928
    MORTGAGE AMOUNT :   249,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,446.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,920.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.50000  MATURITY DATE     :   07/01/27
    CURRENT INT RATE:      8.50000  PRODUCT CODE      :   002
    LTV :                 89.19600
    ----------------------------------------------------------------
0   0030996409     MORTGAGORS: HEYMANN              RICHARD

    REGION CODE    ADDRESS   : 1533 NE SISKIYOU STREET
        01         CITY      :    PORTLAND
                   STATE/ZIP : OR  97212
    MORTGAGE AMOUNT :   255,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,815.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,804.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0030996607     MORTGAGORS: BAUGH                THOMAS

    REGION CODE    ADDRESS   : 18716 NAUTICAL DRIVE
        01         CITY      :    CORNELIUS
                   STATE/ZIP : NC  28031
    MORTGAGE AMOUNT :   235,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    234,942.24  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,725.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 94.98989
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,242,250.00
                               P & I AMT:      8,963.18
                               UPB AMT:   1,241,231.15

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          317
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030996623     MORTGAGORS: KIM                  SAMUEL

    REGION CODE    ADDRESS   : 14209 ROYAL FOREST LN
        01         CITY      :    SILVER SPRING
                   STATE/ZIP : MD  20905
    MORTGAGE AMOUNT :   315,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    315,659.62  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,181.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030996748     MORTGAGORS: HURLEY               ALLEN
                               HURLEY               SHEILA
    REGION CODE    ADDRESS   : 1210 GREGORY
        01         CITY      :    WILMETTE
                   STATE/ZIP : IL  60091
    MORTGAGE AMOUNT :   268,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    268,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,919.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030996755     MORTGAGORS: ROSENTHAL            SUZANNE
                               ROSENTHAL            VIN
    REGION CODE    ADDRESS   : 901 EDGEMERE COURT
        01         CITY      :    EVANSTON
                   STATE/ZIP : IL  60202
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,832.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,834.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 41.66600
    ----------------------------------------------------------------
0   0030997605     MORTGAGORS: BOCKMAN              ROBERT
                               BOCKMAN              DIANNE
    REGION CODE    ADDRESS   : 19515 NE DAWN LANE
        01         CITY      :    YACOLT
                   STATE/ZIP : WA  98675
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,015.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.99000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.99000  PRODUCT CODE      :   002
    LTV :                 78.57100
    ----------------------------------------------------------------
0   0030997761     MORTGAGORS: BRINGEL              RICHARD
                               BRINGEL              PATRICIA
    REGION CODE    ADDRESS   : 109 LARK COURT
        01         CITY      :    ALAMO
                   STATE/ZIP : CA  94507
    MORTGAGE AMOUNT :   365,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    365,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,583.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 49.65900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,473,900.00
                               P & I AMT:     10,535.64
                               UPB AMT:   1,473,491.88

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          318
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030997878     MORTGAGORS: SHERMAN              STEVE
                               SHERMAN              MARY
    REGION CODE    ADDRESS   : 1625 DESERT FORT STREET
        01         CITY      :    LAS VEGAS
                   STATE/ZIP : NV  89128
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,822.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,805.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030997928     MORTGAGORS: PELUSO               SAMUEL
                               PELUSO               LYNN
    REGION CODE    ADDRESS   : 23 SOUTH RIDGE ROAD
        01         CITY      :    FARMINGTON
                   STATE/ZIP : CT  06032
    MORTGAGE AMOUNT :   348,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    347,789.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,675.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030997936     MORTGAGORS: WELLS                MARSHALL
                               WELLS                BETSY
    REGION CODE    ADDRESS   : 3006 WOODSIDE MEADOWS ROAD
        01         CITY      :    PLEASANT HILL
                   STATE/ZIP : CA  94523
    MORTGAGE AMOUNT :   274,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,610.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,992.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030998298     MORTGAGORS: SIDOW                PETER

    REGION CODE    ADDRESS   : 5895 DUNESVILLE STREET
        01         CITY      :    LAS VEGAS
                   STATE/ZIP : NV  89118
    MORTGAGE AMOUNT :   267,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,820.84  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,959.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 78.52900
    ----------------------------------------------------------------
0   0030998744     MORTGAGORS: KAPE                 BRIAN
                               KAPE                 LAURIE
    REGION CODE    ADDRESS   : 862 KNOLLWOOD TERRACE
        01         CITY      :    WESTFIELD
                   STATE/ZIP : NJ  07090
    MORTGAGE AMOUNT :   296,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    296,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,944.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 66.36700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,437,800.00
                               P & I AMT:     10,377.34
                               UPB AMT:   1,437,043.05

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          319
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030998942     MORTGAGORS: NORRIS               CHARLES
                               NORRIS               URSULA
    REGION CODE    ADDRESS   : 24426 SOUTH RIBBONWOOD DRIVE
        01         CITY      :    SUN LAKE
                   STATE/ZIP : AZ  85248
    MORTGAGE AMOUNT :   255,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,826.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0030998967     MORTGAGORS: BOBICH               MATT
                               BOBICH               LINDA
    REGION CODE    ADDRESS   : 1840 SHORE DRIVE
        01         CITY      :    ANCHORAGE
                   STATE/ZIP : AK  99515
    MORTGAGE AMOUNT :   380,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    380,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,854.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030999114     MORTGAGORS: SMITH                JENNIFER

    REGION CODE    ADDRESS   : 4701 J SOUTH WOODLAND AVENUE-APT J
        01         CITY      :    CHICAGO
                   STATE/ZIP : IL  60615
    MORTGAGE AMOUNT :   275,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,319.79  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,045.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0030999122     MORTGAGORS: CASTER               PHILIP
                               CASTER               LORI
    REGION CODE    ADDRESS   : 7422 LONEWOLF COURT
        01         CITY      :    FAIRVIEW HEIGHTS
                   STATE/ZIP : IL  62208
    MORTGAGE AMOUNT :   291,050.00  OPTION TO CONVERT :
    UNPAID BALANCE :    290,854.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,135.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 94.98400
    ----------------------------------------------------------------
0   0030999155     MORTGAGORS: SMITH                WILLIAM
                               SMITH                JONI
    REGION CODE    ADDRESS   : 8501 REDLEAF LANE
        01         CITY      :    ORLANDO
                   STATE/ZIP : FL  32819
    MORTGAGE AMOUNT :   326,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    325,775.65  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,363.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 76.52500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,527,550.00
                               P & I AMT:     11,226.60
                               UPB AMT:   1,526,950.15

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          320
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030999171     MORTGAGORS: BRUGGER              WILLIAM
                               BRUGGER              EILEEN
    REGION CODE    ADDRESS   : 851 10TH AVENUE NORTH
        01         CITY      :    EDMONDS
                   STATE/ZIP : WA  98020
    MORTGAGE AMOUNT :   249,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,128.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,807.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030999189     MORTGAGORS: TOPP                 UDO

    REGION CODE    ADDRESS   : 915 TURLOUGH TRAIL
        01         CITY      :    ALPHARETTA
                   STATE/ZIP : GA  30202
    MORTGAGE AMOUNT :   245,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,827.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,755.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 65.70100
    ----------------------------------------------------------------
0   0030999205     MORTGAGORS: SNYDER               WILLIAM
                               SNYDER               VITINA
    REGION CODE    ADDRESS   : 3730 THUNDER WAY
        01         CITY      :    MARIETTA
                   STATE/ZIP : GA  30066
    MORTGAGE AMOUNT :   246,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    245,821.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,741.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 78.75700
    ----------------------------------------------------------------
0   0030999213     MORTGAGORS: HUNT                 TERRY

    REGION CODE    ADDRESS   : 1104 CHANTILLY CRESCENT
        01         CITY      :    ATLANTA
                   STATE/ZIP : GA  30324
    MORTGAGE AMOUNT :   210,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    209,848.01  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,486.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------
0   0030999361     MORTGAGORS: RUFF                 MICHAEL
                               RUFF                 LETTY
    REGION CODE    ADDRESS   : 3880 GREENMEADOW LANE
        01         CITY      :    DAVIDSONVILLE
                   STATE/ZIP : MD  21035
    MORTGAGE AMOUNT :   292,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    291,793.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,091.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,242,300.00
                               P & I AMT:      8,882.29
                               UPB AMT:   1,241,419.38

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          321
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030999403     MORTGAGORS: PRASAD               ARUN
                               SINHA                ANITA
    REGION CODE    ADDRESS   : 3022 RIDGELAND AVENUE
        01         CITY      :    LISLE
                   STATE/ZIP : IL  60532
    MORTGAGE AMOUNT :   267,350.00  OPTION TO CONVERT :
    UNPAID BALANCE :    267,166.01  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,938.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 94.99800
    ----------------------------------------------------------------
0   0030999429     MORTGAGORS: NORCOM               JANET

    REGION CODE    ADDRESS   : 2129 NORTH SCOTT STREET
        01         CITY      :    ARLINGTON
                   STATE/ZIP : VA  22209
    MORTGAGE AMOUNT :   387,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    387,176.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,775.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0030999445     MORTGAGORS: KLINGE               JOSEPH
                               KLINGE               TERESA
    REGION CODE    ADDRESS   : 4655 ABERFELDY ROAD
        01         CITY      :    RENO
                   STATE/ZIP : NV  89509
    MORTGAGE AMOUNT :   245,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,835.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,797.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 75.38400
    ----------------------------------------------------------------
0   0030999478     MORTGAGORS: SKRONDAL             RICHARD
                               SKRONDAL             JEAN
    REGION CODE    ADDRESS   : 14093 AMBERWOOD CIRCLE
        01         CITY      :    LAKE OSWEGO
                   STATE/ZIP : OR  97035
    MORTGAGE AMOUNT :   229,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    228,838.37  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,640.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 63.61100
    ----------------------------------------------------------------
0   0030999486     MORTGAGORS: HAMEL                WILLIAM
                               HAMEL                EVELYN
    REGION CODE    ADDRESS   : 160 RUGBY ROAD
        01         CITY      :    ARNOLD
                   STATE/ZIP : MD  21012
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,812.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,762.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.87300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,380,800.00
                               P & I AMT:      9,914.57
                               UPB AMT:   1,379,829.50

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          322
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030999502     MORTGAGORS: L'HUILLIER           JOHN
                               L'HUILLIER           MARIAN
    REGION CODE    ADDRESS   : 109 SPYGLASS DRIVE
        01         CITY      :    COPPELL
                   STATE/ZIP : TX  75019
    MORTGAGE AMOUNT :   218,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    218,345.79  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,565.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 74.44600
    ----------------------------------------------------------------
0   0030999510     MORTGAGORS: HAFEN                NELSON
                               HAFEN                LAUREL
    REGION CODE    ADDRESS   : 843 EAST 970 SOUTH CIRCLE
        01         CITY      :    ST GEORGE
                   STATE/ZIP : UT  84790
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,828.23  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,878.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030999528     MORTGAGORS: MULGREW              TOM
                               MULGREW              LA-VOE
    REGION CODE    ADDRESS   : 1219 CARL SEYFERT MEMORIAL DRIVE
        01         CITY      :    BRENTWOOD
                   STATE/ZIP : TN  37027
    MORTGAGE AMOUNT :   284,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    283,799.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,034.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030999544     MORTGAGORS: BROVSKY              EDWARD
                               BROVSKY              DONNA
    REGION CODE    ADDRESS   : 11033 CLAIRE CIRCLE
        01         CITY      :    NORTHGLENN
                   STATE/ZIP : CO  80234
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,822.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,805.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0030999577     MORTGAGORS: BARRETH              RICHARD
                               BARRETH              JAN
    REGION CODE    ADDRESS   : 8746 TALL GRASS PLACE
        01         CITY      :    LONE TREE
                   STATE/ZIP : CO  80124
    MORTGAGE AMOUNT :   238,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    238,135.99  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,727.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.43300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,248,800.00
                               P & I AMT:      9,011.64
                               UPB AMT:   1,247,931.71

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          323
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0030999601     MORTGAGORS: MOTAS                ANDRZEJ
                               MOTAS                IRENA
    REGION CODE    ADDRESS   : 9285 S MOUNTAIN BRUSH PEAK
        01         CITY      :    HIGJLANDS RANCH
                   STATE/ZIP : CO  80126
    MORTGAGE AMOUNT :   267,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    267,020.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,960.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031001571     MORTGAGORS: MOSKALENKO           ARNOLD
                               MOSKALENKO           LARISA
    REGION CODE    ADDRESS   : 24539 PARK GRANADA
        01         CITY      :    CALABASAS
                   STATE/ZIP : CA  91302
    MORTGAGE AMOUNT :   230,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    230,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,647.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 48.62579
    ----------------------------------------------------------------
0   0031001597     MORTGAGORS: NINH                 BRYAN
                               NINH                 LIEU
    REGION CODE    ADDRESS   : 4784 LINARO DRIVE
        01         CITY      :    CYPRESS
                   STATE/ZIP : CA  90630
    MORTGAGE AMOUNT :   258,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,915.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 78.18100
    ----------------------------------------------------------------
0   0031001621     MORTGAGORS: HARRINGTON           SCOTT
                               HARRINGTON           KRYSHA
    REGION CODE    ADDRESS   : 2415 BURLINGTON STREET
        01         CITY      :    OAKLAND
                   STATE/ZIP : CA  94602
    MORTGAGE AMOUNT :   248,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,819.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031001639     MORTGAGORS: WALSH                SUSAN

    REGION CODE    ADDRESS   : 9022 BARTON ROAD
        01         CITY      :    GRANITE BAY
                   STATE/ZIP : CA  95746
    MORTGAGE AMOUNT :   272,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    272,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,948.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 77.71400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,275,200.00
                               P & I AMT:      9,292.39
                               UPB AMT:   1,275,020.71

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          324
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031001654     MORTGAGORS: ZEBERLEIN            GEORGE
                               ZEBERLEIN            JOAN
    REGION CODE    ADDRESS   : 30 WILLIAMS DRIVE
        01         CITY      :    ANNAPOLIS
                   STATE/ZIP : MD  21401
    MORTGAGE AMOUNT :   223,146.66  OPTION TO CONVERT :
    UNPAID BALANCE :    218,164.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,683.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   04/01/22
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 63.75618
    ----------------------------------------------------------------
0   0031001662     MORTGAGORS: EISNER               ALAN
                               ROCHMAN              JERI
    REGION CODE    ADDRESS   : 11515 CANTON DRIVE
        01         CITY      :    STUDIO CITY
                   STATE/ZIP : CA  91604
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    300,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,201.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031001696     MORTGAGORS: COAPMAN              ROBERT
                               COAPMAN              MARY
    REGION CODE    ADDRESS   : 3050 BRIDGER LANE
        01         CITY      :    JACKSON
                   STATE/ZIP : WY  83001
    MORTGAGE AMOUNT :   495,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    494,632.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,461.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 56.64200
    ----------------------------------------------------------------
0   0031001738     MORTGAGORS: FINCH                DAVID
                               FINCH                LINDA
    REGION CODE    ADDRESS   : 25 SUMMER STREET
        01         CITY      :    WRENTHAM
                   STATE/ZIP : MA  02093
    MORTGAGE AMOUNT :   294,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    294,057.52  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,184.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 94.99500
    ----------------------------------------------------------------
0   0031003676     MORTGAGORS: MCBRIDE              MICHAEL
                               MCBRIDE              LINDA
    REGION CODE    ADDRESS   : 304 REYNOLDS LANE
        01         CITY      :    WEST CHESTER
                   STATE/ZIP : PA  19380
    MORTGAGE AMOUNT :   242,650.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,460.70  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,655.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 89.98800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,555,046.66
                               P & I AMT:     11,185.60
                               UPB AMT:   1,549,315.73

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          325
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031003718     MORTGAGORS: ALLEN                PAUL
                               ALLEN                DARCEL
    REGION CODE    ADDRESS   : 1449 WATERFRONT ROAD
        01         CITY      :    RESTON
                   STATE/ZIP : VA  20194
    MORTGAGE AMOUNT :   373,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    373,249.38  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,740.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031003742     MORTGAGORS: CASTLEBERRY          MELBURN
                               CASTLEBERRY          DIANE
    REGION CODE    ADDRESS   : 171 OCTOBER PLACE
        01         CITY      :    CASTLE ROCK
                   STATE/ZIP : CO  80104
    MORTGAGE AMOUNT :   345,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    344,762.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,501.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 62.38600
    ----------------------------------------------------------------
0   0031003866     MORTGAGORS: MCCANN               MERLE

    REGION CODE    ADDRESS   : 213 NEW CASTLE AVENUE
        01         CITY      :    REHOBOTH
                   STATE/ZIP : DE  19971
    MORTGAGE AMOUNT :   229,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    229,346.01  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,683.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031003882     MORTGAGORS: ROTHFARB             MICHAEL
                               ROTHFARB             LORENA
    REGION CODE    ADDRESS   : 100 OLD CHARTWELL DRIVE
        01         CITY      :    ALPHARETTA
                   STATE/ZIP : GA  30302
    MORTGAGE AMOUNT :   275,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,500.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,951.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.99300
    ----------------------------------------------------------------
0   0031003924     MORTGAGORS: VOGEL                RODGER

    REGION CODE    ADDRESS   : 272 CROSS CREEK
        01         CITY      :    ROCHESTER HILLS
                   STATE/ZIP : MI  48306
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,840.58  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,878.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 71.42800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,473,700.00
                               P & I AMT:     10,755.66
                               UPB AMT:   1,472,698.99

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          326
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031004005     MORTGAGORS: LAMBDIN              MARK
                               LAMBDIN              BELLINA
    REGION CODE    ADDRESS   : 47779 BRAWNER PLACE
        01         CITY      :    STERLING
                   STATE/ZIP : VA  20165
    MORTGAGE AMOUNT :   242,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,310.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,654.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 65.94100
    ----------------------------------------------------------------
0   0031004955     MORTGAGORS: CHIAROMONTE          THOMAS
                               CHIAROMONTE          LEATRICE
    REGION CODE    ADDRESS   : 18671 EAST PATRICIN DRIVE
        01         CITY      :    VILLA PARK
                   STATE/ZIP : CA  92667
    MORTGAGE AMOUNT :   427,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    427,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,099.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031004971     MORTGAGORS: MARTENKA             DIANNE
                               WILSON               DANIEL
    REGION CODE    ADDRESS   : 508 ROSECRANS AVENUE
        01         CITY      :    MANHATTAN BEACH
                   STATE/ZIP : CA  90266
    MORTGAGE AMOUNT :   389,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    389,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,788.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031004989     MORTGAGORS: ORENSTEIN            STEVEN
                               ORENSTEIN            JEAN
    REGION CODE    ADDRESS   : 12938 BLOOMFIELD STREET
        01         CITY      :    STUDIO CITY
                   STATE/ZIP : CA  91604
    MORTGAGE AMOUNT :   325,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    324,781.94  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,384.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 71.42857
    ----------------------------------------------------------------
0   0031005028     MORTGAGORS: SMITH                GRANT
                               SMITH                BARBARA
    REGION CODE    ADDRESS   : 1054 NORSTAD STREET
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95128
    MORTGAGE AMOUNT :   267,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,825.34  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,982.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 76.28500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,651,200.00
                               P & I AMT:     11,909.43
                               UPB AMT:   1,650,618.11

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          327
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031005457     MORTGAGORS: BERGQUIST            DAVID

    REGION CODE    ADDRESS   : 2270 JUAN STREET
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92103
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,946.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 67.07300
    ----------------------------------------------------------------
0   0031005929     MORTGAGORS: CHANCEY              KEITH
                               CHANCEY              MARGARET
    REGION CODE    ADDRESS   : 3008 IROQUOIS ROAD
        01         CITY      :    MEMPHIS
                   STATE/ZIP : TN  38111
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,759.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,537.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.90800
    ----------------------------------------------------------------
0   0031006125     MORTGAGORS: MENTI                JANET

    REGION CODE    ADDRESS   : 341 FLAX HILL ROAD
        01         CITY      :    NORWALK
                   STATE/ZIP : CT  06854
    MORTGAGE AMOUNT :   220,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    219,836.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,538.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 64.32700
    ----------------------------------------------------------------
0   0031006174     MORTGAGORS: AIKEN                TIMOTHY
                               AIKEN                LORI
    REGION CODE    ADDRESS   : 4574 BLUE MESA WAY
        01         CITY      :    LAS VEGAS
                   STATE/ZIP : NV  89129
    MORTGAGE AMOUNT :   242,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    241,833.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,754.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 65.40500
    ----------------------------------------------------------------
0   0031009004     MORTGAGORS: MERKLEIN             JACKIE
                               MERKLEIN             MARY ELIZABETH
    REGION CODE    ADDRESS   : 12151 KOUSA COURT
        01         CITY      :    MANASSAS
                   STATE/ZIP : VA  20112
    MORTGAGE AMOUNT :   297,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    297,379.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,080.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.99700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,384,600.00
                               P & I AMT:      9,858.00
                               UPB AMT:   1,383,808.45

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          328
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031009632     MORTGAGORS: PATTERSON            RICHARD
                               PATTERSON            PATRICIA
    REGION CODE    ADDRESS   : 205 CEDAR TREE LANE
        01         CITY      :    HEATH
                   STATE/ZIP : TX  75087
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,834.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,740.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031009699     MORTGAGORS: WAINWRIGHT           DANIEL
                               WAINWRIGHT           DEBORAH
    REGION CODE    ADDRESS   : 8035 EAST PAINT PONY DRIVE
        01         CITY      :    CAREFREE
                   STATE/ZIP : AZ  85377
    MORTGAGE AMOUNT :   398,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    398,218.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,854.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 68.70600
    ----------------------------------------------------------------
0   0031009723     MORTGAGORS: RYAN                 SEAN
                               RYAN                 CHRISTINA
    REGION CODE    ADDRESS   : 513 FOX GLEN
        01         CITY      :    SOUTHLAKE
                   STATE/ZIP : TX  76092
    MORTGAGE AMOUNT :   383,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    383,515.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,683.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.99100
    ----------------------------------------------------------------
0   0031010317     MORTGAGORS: SHANSKY              RONALD
                               SHANSKY              ANGELA
    REGION CODE    ADDRESS   : 1441 N CLEAVELAND AVENUE #9
        01         CITY      :    CHICAGO
                   STATE/ZIP : IL  60610
    MORTGAGE AMOUNT :   266,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,100.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,929.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 89.99400
    ----------------------------------------------------------------
0   0031010325     MORTGAGORS: PATKUNAS             MICHAEL

    REGION CODE    ADDRESS   : 465 CARPENTER DRIVE
        01         CITY      :    PALATINE
                   STATE/ZIP : IL  60067
    MORTGAGE AMOUNT :   232,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    232,597.75  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,728.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,521,150.00
                               P & I AMT:     10,936.24
                               UPB AMT:   1,520,266.48

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          329
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031010333     MORTGAGORS: GREENSTEIN           SHANNE
                               ROZENFELD            RANNA
    REGION CODE    ADDRESS   : 825 FOXDALE
        01         CITY      :    WINNETKA
                   STATE/ZIP : IL  60093
    MORTGAGE AMOUNT :   337,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    337,600.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,418.61  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031010820     MORTGAGORS: CELLA                DAVID
                               WEBSTER              KIMBERLY
    REGION CODE    ADDRESS   : 823 MONTICELLO PLACE
        01         CITY      :    EVANSTON
                   STATE/ZIP : IL  60201
    MORTGAGE AMOUNT :   362,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    362,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,562.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031011794     MORTGAGORS: CARSON               DON
                               CARSON               LANA
    REGION CODE    ADDRESS   : 6445 EAST CALLE DEL MEDIA
        01         CITY      :    SCOTTSDALE
                   STATE/ZIP : AZ  85251
    MORTGAGE AMOUNT :   286,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    285,798.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,048.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 52.47700
    ----------------------------------------------------------------
0   0031013220     MORTGAGORS: AKRY                 SHAUL
                               AKRY                 ORLY
    REGION CODE    ADDRESS   : 16985 ENCINO HILL DRIVE
        01         CITY      :    ENCINO
                   STATE/ZIP : CA  94136
    MORTGAGE AMOUNT :   432,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    432,750.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,137.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 75.26080
    ----------------------------------------------------------------
0   0031016082     MORTGAGORS: CABRERA              ANGEL
                               CABRERA              MILVIA
    REGION CODE    ADDRESS   : 6254 NW 63 WAY
        01         CITY      :    PARKLAND
                   STATE/ZIP : FL  33067
    MORTGAGE AMOUNT :   324,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    324,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,321.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/27
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,742,350.00
                               P & I AMT:     12,488.68
                               UPB AMT:   1,742,148.14

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/97
    P.O. BOX 5260              TMS AG0004970830  00 01
                                PAGE:          330
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0853278653     MORTGAGORS: SWAIN                JAMES
                               SWAIN                GWEN
    REGION CODE    ADDRESS   : 706 EAST SUNNY HILLS ROAD
        00         CITY      :    FULLERTON
                   STATE/ZIP : CA  92635
    MORTGAGE AMOUNT :   263,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,945.24  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,064.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.87500  MATURITY DATE     :   11/01/22
    CURRENT INT RATE:      8.87500  PRODUCT CODE      :   002
    LTV :                 87.40863
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    1
                               LOAN AMT:     263,100.00
                               P & I AMT:      2,064.40
                               UPB AMT:     248,945.24
0                   TOTAL      NUM OF LOANS: 1646
                               LOAN AMT: 501,745,860.66
                               P & I AMT:  3,629,319.39
                               UPB AMT: 501,148,045.23





<PAGE>



                             EXHIBIT D

                  FORM OF SERVICER'S CERTIFICATE


                     ----------------,  ------
                           (month)      (year)

                GE CAPITAL MORTGAGE SERVICES, INC.
           REMIC Multi-Class Pass-Through Certificates,
                           Series 1997-8


           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 A7      $__________      $__________    ____%
                Class A8      $__________      $__________    ____%
                Class A9      $__________      $__________    ____%
                Class A10     $__________      $__________    ____%
                Class A11     $__________      $__________    ____%
                Class A12     $__________      $__________    ____%
                Class A13     $__________      $__________    ____%
                Class A14     $__________      $__________    ____%
                Class A15     $__________      $__________    ____%
                Class A16     $__________      $__________    ____%
                Class A17     $__________      $__________    ____%
                Class A18     $__________      $__________    ____%
                Class A19     $__________      $__________    ____%
                Class M       $__________      $__________    ____%
                Class B1      $__________      $__________    ____%
                Class B2      $__________      $__________    ____%
                Class B3      $__________      $__________    ____%
                Class B4      $__________      $__________    ____%
                Class B5      $__________      $__________    ____%
                Class R       $__________      $__________    ____%
                Class RL      $__________      $__________    ____%
                Class S       $__________      $__________    ____%

          (15) Accrual Amount



<PAGE>




                Class A9 Certificates          $__________
                Class A10 Certificates         $__________

          (16) Principal distributable:

                Class A1       $__________
                Class A2       $__________
                Class A3       $__________
                Class A4       $__________
                Class A5       $__________
                Class A6       $__________
                Class A7       $__________
                Class A8       $__________
                Class A9       $__________
                Class A10      $__________
                Class A11      $__________
                Class A13      $__________
                Class A14      $__________
                Class A15      $__________
                Class A16      $__________
                Class A17*     $__________
                Class PO       $__________
                Class M        $__________
                Class B1       $__________
                Class B2       $__________
                Class B3       $__________
                Class B4       $__________
                Class B5       $__________
                Class R        $__________
                Class RL       $__________

          (17) Additional distributions to
                 the Class R Certificate
                 pursuant to Sections
                 2.05(c) and 4.01(b):          $_____________

          (18) Additional distributions to
                 the Class RL Certificate
                 pursuant to Section 2.05(d):  $_____________


- --------
* After giving effect to reimbursement of Rounding Account and
withdrawal of Rounding Amount on such Distribution Date pursuant
to Section 4.10.



<PAGE>



          (19) Certificate Interest Rate of:

                 Class A14 Certificates        _____________%
                 Class A15 Certificates        _____________%
                 Class S Certificates          _____________%

          (20) Draw Amount:

                 Class A17                     $_____________

          (21) Distributions of amounts in Reserve Fund to Senior
               Certificates (other than the Class PO
               Certificates) and the Class S Certificates
               pursuant to the second paragraph of Section
               4.01(g):

                Class A1       $__________
                Class A2       $__________
                Class A3       $__________
                Class A4       $__________
                Class A5       $__________
                Class A6       $__________
                Class A7       $__________
                Class A8       $__________
                Class A9       $__________
                Class A10      $__________
                Class A11      $__________
                Class A12      $__________
                Class A13      $__________
                Class A14      $__________
                Class A15      $__________
                Class A16      $__________
                Class A17      $__________
                Class A18      $__________
                Class A19      $__________
                Class R        $__________
                Class RL       $__________
                Class S        $__________





<PAGE>



      B.  Other Amounts:

           1. Senior Percentage for such
                Distribution Date:                       _____________%

           2. Category B Group I Senior Percentage
                for such Distribution Date:              _____________%

           3. Category B Group II Senior Percentage
                for such Distribution Date:              _____________%

           4. Senior Prepayment Percentage
                for such Distribution Date:              _____________%

           5. Category B Group I Senior Prepayment
                Percentage for such
                Distribution Date:                       _____________%

           6. Junior Percentage
                for such Distribution Date:              _____________%

           7. Junior Prepayment Percentage
                for such Distribution Date:              _____________%

           8. Subordinate Certificate
                Writedown Amount for
                such Distribution Date:                   $_____________

          9. 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" or "Class RL Certificate" of GE
Capital Mortgage Services, Inc.'s REMIC Multi-Class Pass-Through
Certificates, Series 1997-8.

           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
Upper Tier REMIC or Lower Tier REMIC, 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 1997-8

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 1997-8

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.




<PAGE>



      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



<PAGE>



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:



<PAGE>



                             EXHIBIT J

                FORM OF DISTRIBUTION DATE STATEMENT


                     ----------------, -----
                          (month)      (year)

                GE CAPITAL MORTGAGE SERVICES, INC.
           REMIC Multi-Class Pass-Through Certificates,
                           Series 1997-8

           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 A7                       $__________
                     Class A8                       $__________
                     Class A9                       $__________
                     Class A10                      $__________
                     Class A11                      $__________
                     Class A13                      $__________
                     Class A14                      $__________
                     Class A15                      $__________
                     Class A16                      $__________
                     Class A17                      $__________
                     Class PO                       $__________
                     Class M                        $__________
                     Class B1                       $__________
                     Class B2                       $__________
                     Class B3                       $__________
                     Class B4                       $__________
                     Class B5                       $__________



<PAGE>



                     Class R                        $__________
                     Class RL                       $__________


           (2) Aggregate principal prepayments
                 included in distribution:

                     Class A1                       $__________
                     Class A2                       $__________
                     Class A3                       $__________
                     Class A4                       $__________
                     Class A5                       $__________
                     Class A6                       $__________
                     Class A7                       $__________
                     Class A8                       $__________
                     Class A9                       $__________
                     Class A10                      $__________
                     Class A11                      $__________
                     Class A13                      $__________
                     Class A14                      $__________
                     Class A15                      $__________
                     Class A16                      $__________
                     Class A17                      $__________
                     Class PO                       $__________
                     Class M                        $__________
                     Class B1                       $__________
                     Class B2                       $__________
                     Class B3                       $__________
                     Class B4                       $__________
                     Class B5                       $__________
                     Class R                        $__________
                     Class RL                       $__________

           (3) Amount of distribution
                allocable to interest;
                Pay-out Rate:

                     Class A1      $__________      ____%
                     Class A2      $__________      ____%
                     Class A3      $__________      ____%
                     Class A4      $__________      ____%
                     Class A5      $__________      ____%
                     Class A6      $__________      ____%
                     Class A7      $__________      ____%
                     Class A8      $__________      ____%
                     Class A9      $__________      ____%
                     Class A10     $__________      ____%
                     Class A11     $__________      ____%
                     Class A12     $__________      ____%
                     Class A13     $__________      ____%


                                   2

<PAGE>



                     Class A14     $__________      ____%
                     Class A15     $__________      ____%
                     Class A16     $__________      ____%
                     Class A17     $__________      ____%
                     Class A18     $__________      ____%
                     Class A19     $__________      ____%

                     Class M       $__________      ____%
                     Class B1      $__________      ____%
                     Class B2      $__________      ____%
                     Class B3      $__________      ____%
                     Class B4      $__________      ____%
                     Class B5      $__________      ____%
                     Class R       $__________      ____%
                     Class RL      $__________      ____%
                     Class S       $__________      ____%

           (4) Accrual Amount
                     Class A9 Certificates          $__________
                     Class A10 Certificates         $__________

           (5) Servicing Compensation:                   $__________

           The amounts below are for the aggregate of all
Certificates:

           (6) Pool Scheduled Principal
                 Balance; number of
                 Mortgage Loans:          $__________     __________

           (7) Class Certificate Principal
                 Balance (or Notional Principal
                 Balance) of each Class;
                 Certificate Principal Balance
                 (or Notional Principal Balance)
                 of Single Certificate of each
                 Class:

                                                      Single
                                                    Certificate
                  Class           Balance             Balance

                Class A1       $__________          $__________
                Class A2       $__________          $__________
                Class A3       $__________          $__________
                Class A4       $__________          $__________
                Class A5       $__________          $__________
                Class A6       $__________          $__________
                Class A7       $__________          $__________
                Class A8       $__________          $__________


                                   3

<PAGE>



                Class A9       $__________          $__________
                Class A10      $__________          $__________
                Class A11      $__________          $__________
                Class A12      $__________          $__________
                Class A13      $__________          $__________
                Class A14      $__________          $__________
                Class A15      $__________          $__________
                Class A16      $__________          $__________
                Class A17      $__________          $__________
                Class A18      $__________          $__________
                Class A19      $__________          $__________
                Class PO       $__________          $__________
                Class M        $__________          $__________
                Class B1       $__________          $__________
                Class B2       $__________          $__________
                Class B3       $__________          $__________
                Class B4       $__________          $__________
                Class B5       $__________          $__________
                Class R        $__________          $__________
                Class RL       $__________          $__________
                Class S        $__________          $__________

           (8)    Book value of real estate acquired on behalf of
                  Certificate-holders; number of related Mortgage
                  Loans:

                                          $----------    ----------

          (9) 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                 $__________    __________

          (10) Aggregate Scheduled
                 Principal Balance and
                 number of replaced
                 Mortgage Loans:          $__________    __________

          (11) Aggregate Scheduled
                Principal Balance and
                 number of modified
                 Mortgage Loans:          $__________    __________




                                   4

<PAGE>



          (12) Certificate Interest Rate of:
                 Class A14 Certificates                  __________%
                 Class A15 Certificates                  __________%
                 Class S Certificates                    __________%

          (13) Senior Percentage for such
                 Distribution Date:                      __________%

          (14) Category B Group I Senior Percentage
                 for such Distribution Date:             __________%

          (15) Category B Group II Senior Percentage
                 for such Distribution Date:             __________%

          (16) Senior Prepayment Percentage
                 for such Distribution Date:             __________%

          (17) Category B Group I Senior Prepayment
                 Percentage for such
                 Distribution Date:                      __________%

          (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.



                                 5

<PAGE>



                             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.




<PAGE>



                             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


                                 2

<PAGE>



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.



                                 3

<PAGE>



                            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


                                 4

<PAGE>



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


                                 5

<PAGE>



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


                                 6

<PAGE>



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


                                 7

<PAGE>



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


                                 8

<PAGE>



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


                                 9

<PAGE>



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.



                                10

<PAGE>



                            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


                                11

<PAGE>



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


                                12

<PAGE>



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




                                13

<PAGE>



with respect to all other notices pursuant to this Agreement,

           GE Capital Mortgage Services, Inc.
           Three Executive Campus
           Cherry Hill, New Jersey  08002
           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


                                14

<PAGE>



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.

      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.]



                                15

<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:



                                16

<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:





                                 2

<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

<PAGE>



                             EXHIBIT M


      Any of the following investment funds shall be a permitted
investment fund for the purposes of Section 3.17 of this
Agreement, so long as the investment fund selected for investment
of amounts in the Reserve Fund is rated by a Rating Agency in
such Rating Agency's highest short-term rating category:


      Federated Trust for U.S. Treasury Obligations1
      Federated Automated Government Money Trust
      Federated Automated Government Cash Reserve Fund
      The Valiant Fund - U.S. Treasury Money Market Portfolio


- --------
1  Amounts in the Reserve Fund created pursuant to Section
   3.17 of this Agreement shall initially be invested in the
   Federated Trust for U.S. Treasury Obligations.



<PAGE>



                             EXHIBIT N


                   SCHEDULE OF DESIGNATED LOANS





<PAGE>


                             EXHIBIT O


                   PLEDGED ASSET MORTGAGE LOANS




<PAGE>





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