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 24, 1998
GE CAPITAL MORTGAGE SERVICES, INC.
(as Seller and Servicer under the Pooling and
Servicing Agreement, dated as of September 1, 1998,
providing for the issuance of REMIC Multi-Class
Pass-Through Certificates, Series 1998-16)
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 24, 1998, GE Capital Mortgage Services, Inc.
("GECMSI") offered to investors certain classes of its REMIC
Multi-Class Pass-Through Certificates, Series 1998-16 (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 1998-16") 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
26, 1998 as supplemented by the Prospectus Supplement dated
September 22, 1998.
The original principal balance of each Class of the Certificates
is as follows:
Class A1 $53,222,479.00
Class A2 $6,750,000.00
Class A3 $27,000,000.00
Class A4 (1)
Class A5 $50,500,000.00
Class A6 $106,500,000.00
Class B1 $623,510.00
Class B2 $623,510.00
Class B3 $1,122,319.00
Class B4 $374,106.00
Class B5 $374,109.19
Class M $1,870,532.00
Class PO $443,527.37
Class R $100.00
Class RL $100.00
---------------
Total : $249,404,292.56
(1) Initial Notional Principle Balance of Class A4 is
$50,500,000.00.
The initial Junior Percentage and initial Senior Percentage for
Pool 1998-16 are approximately 2% and 98%, respectively. The
"Bankruptcy Loss Amount," the "Fraud Loss Amount" and the
"Special Hazard Loss Amount" for Pool 1998-16 as of the initial
issuance of the Certificates are $100,000.00, $2,494,043.00 and
$3,210,049.00, respectively, representing approximately .0400%,
1.0000%, and 1.2900%, respectively, of the aggregate Scheduled
Principal Balances of the Mortgage Loans as of September 1, 1998
(the "Cut-off Date").
Description of the Mortgage Pool and the Mortgaged Properties
Pool 1998-16
Pool 1998-16 consists primarily of fixed-rate, fully-amortizing
conventional Mortgage Loans evidenced by Mortgage Notes which
have original maturities of 10 to 15 years and an aggregate
outstanding Scheduled Principal Balance as of the Cut-off Date,
after deducting payments of principal due on or before such date
and prepayments of principal received before such date, of
$249,404,292.56.
The interest rates (the "Mortgage Rates") borne by the 799
Mortgage Loans conveyed by GECMSI to Pool 1998-16 range from
6.1250% to 8.8750% and the weighted average Mortgage Rate as of
the Cut-off Date is 7.0897% 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 1998-16 ranged
from $18,000.00 to $1,000,000.00, and, as of the Cut-off Date,
the average outstanding Scheduled Principal Balance of the
Mortgage Loans in Pool 1998-16 is $312,145.55, 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 1998-16 is March
1993, and the latest scheduled
2
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maturity date of any such Mortgage Loan is September 2013. The
weighted average loan-to-value ratio of the Mortgage Loans as of
the Cut-off Date in Pool 1998-16 is 67.0578%.
3
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The Mortgage Loans in Pool 1998-16 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 1998-16:
AGGREGATE % OF
BALANCES POOL BY
MORTGAGE # OF AS OF AGGREGATE
RATES LOANS CUT-OFF DATE BALANCE
-------- ----- ------------ ---------
6.1250% 2 $557,538.81 0.2235%
6.2500% 2 $535,174.11 0.2146%
6.3750% 2 $523,849.74 0.2100%
6.5000% 12 $3,450,541.53 1.3835%
6.6250% 28 $8,475,392.17 3.3983%
6.7500% 60 $17,590,008.56 7.0528%
6.8750% 137 $41,879,187.90 16.7917%
7.0000% 139 $47,530,862.36 19.0579%
7.1000% 2 $642,666.71 0.2577%
7.1250% 125 $39,763,206.03 15.9433%
7.2500% 134 $45,789,644.23 18.3596%
7.3750% 68 $21,049,080.33 8.4397%
7.5000% 36 $10,303,191.84 4.1311%
7.6250% 18 $5,320,285.42 2.1332%
7.7500% 12 $2,602,115.13 1.0433%
7.8750% 8 $1,527,434.30 0.6124%
8.0000% 11 $1,653,201.70 0.6629%
8.3750% 1 $89,093.18 0.0357%
8.5000% 1 $24,000.00 0.0096%
8.8750% 1 $97,818.51 0.0392%
----- --------------- ---------
Total 799 $249,404,292.56 100.0000%
4
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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 1998-16 :
AGGREGATE % OF
BALANCES POOL BY
ORIGINAL # OF AS OF AGGREGATE
BALANCES LOANS CUT-OFF DATE BAL.
-------- ----- ------------ ---------
$0 - 227,150 134 $15,873,547.39 6.3646%
$227,151 - 250,000 74 $17,785,890.16 7.1313%
$250,001 - 300,000 224 $61,433,243.89 24.6319%
$300,001 - 350,000 119 $38,484,192.82 15.4305%
$350,001 - 400,000 102 $38,360,289.74 15.3808%
$400,001 - 450,000 53 $22,311,512.86 8.9459%
$450,001 - 600,000 52 $26,481,772.25 10.6180%
$600,001 - 650,000 26 $16,366,600.02 6.5623%
$650,001 - 1,000,000 + 15 $12,307,243.43 4.9347%
----- --------------- ---------
Total 799 $249,404,292.56 100.0000%
The largest outstanding Scheduled Principal Balance of any
Mortgage Loan, as of the Cut-off Date, in Pool 1998-16 is
$990,683.06.
The smallest outstanding Scheduled Principal Balance of any
Mortgage Loan, as of the Cut-off Date, in Pool 1998-16 is
$17,947.98.
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 1998-16:
AGGREGATE % OF
BALANCES POOL BY
YEAR OF # OF AS OF AGGREGATE
ORIGINATION LOANS CUT-OFF DATE BALANCE
- ----------- ----- ------------ ---------
1993 1 $348,005.54 0.1395%
1994 2 $637,042.73 0.2554%
1996 4 $641,450.99 0.2572%
1997 14 $4,055,514.39 1.6261%
1998 778 $243,722,278.91 97.7218%
----- --------------- ---------
Total 799 $249,404,292.56 100.0000%
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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 1998-16:
LOAN- AGGREGATE % OF
TO-VALUE BALANCES POOL BY
RATIO AT # OF AS OF AGGREGATE
ORIGINATION LOANS CUT-OFF DATE BALANCE
----------- ----- ------------ ---------
00.000 - 50.00 96 $26,412,089.06 10.5901%
50.001 - 60.00 119 $44,882,689.28 17.9960%
60.001 - 70.00 185 $56,971,549.04 22.8431%
70.001 - 75.00 134 $42,121,277.60 16.8888%
75.001 - 80.00 229 $70,283,629.16 28.1805%
80.001 - 85.00 6 $1,458,565.31 0.5848%
85.001 - 90.00 19 $4,804,343.16 1.9263%
90.001 - 95.00 11 $2,470,149.95 0.9904%
----- --------------- ---------
Total 799 $249,404,292.56 100.0000%
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 1998-16:
AGGREGATE % OF
BALANCES POOL BY
TYPE OF # OF AS OF AGGREGATE
DWELLING LOANS CUT-OFF DATE BALANCE
- -------- ----- ------------ ---------
Single-family
detached 728 $230,617,643.38 92.4674%
Single-family
attached 14 $3,673,759.77 1.4730%
Condominium 43 $12,204,099.59 4.8933%
2 - 4 Family
Units 14 $2,908,789.82 1.1663%
----- --------------- ---------
Total 799 $249,404,292.56 100.0000%
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 1998-16:
AGGREGATE % OF
BALANCES POOL BY
# OF AS OF AGGREGATE
OCCUPANCY LOANS CUT-OFF DATE BALANCE
- --------- ----- ------------ ---------
Owner Occupied 750 $238,018,045.71 95.4347%
Vacation 37 $9,780,241.16 3.9214%
Investment 12 $1,606,005.69 0.6439%
----- --------------- ---------
Total 799 $249,404,292.56 100.0000%
6
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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
1998-16:
AGGREGATE % OF
BALANCES POOL BY
# OF AS OF AGGREGATE
STATE LOANS CUT-OFF DATE BALANCE
- ----- ----- ------------ ---------
Alabama 3 $1,105,215.23 0.4431%
Alaska 1 $133,000.00 0.0533%
Arizona 8 $2,021,393.53 0.8105%
Arkansas 4 $693,452.21 0.2780%
California 338 $114,251,448.21 45.8099%
Colorado 18 $6,142,071.32 2.4627%
Connecticut 10 $3,054,195.61 1.2246%
District Of Columbia 2 $609,869.36 0.2445%
Florida 38 $9,600,408.86 3.8493%
Georgia 29 $9,001,448.04 3.6092%
Hawaii 3 $538,506.59 0.2159%
Idaho 1 $294,600.00 0.1181%
Illinois 16 $5,305,089.31 2.1271%
Indiana 3 $845,644.58 0.3391%
Iowa 2 $325,629.43 0.1306%
Kentucky 1 $400,504.39 0.1606%
Louisiana 2 $284,812.42 0.1142%
Maine 1 $363,191.30 0.1456%
Maryland 30 $9,459,028.72 3.7927%
Massachusetts 46 $13,900,665.90 5.5735%
Michigan 18 $5,001,758.49 2.0055%
Minnesota 10 $2,924,465.95 1.1726%
Mississippi 1 $76,021.08 0.0305%
Missouri 6 $1,676,114.32 0.6720%
Montana 1 $299,063.76 0.1199%
Nevada 7 $2,490,275.48 0.9985%
New Hampshire 2 $400,696.11 0.1607%
New Jersey 33 $11,227,020.84 4.5015%
New Mexico 3 $551,755.92 0.2212%
New York 36 $10,050,613.81 4.0298%
North Carolina 12 $3,396,722.86 1.3619%
Ohio 13 $4,305,020.46 1.7261%
Oregon 6 $1,945,675.33 0.7801%
Pennsylvania 14 $3,789,856.39 1.5196%
Rhode Island 2 $350,883.14 0.1407%
South Carolina 4 $997,405.41 0.3999%
Tennessee 8 $3,249,197.29 1.3028%
Texas 28 $7,855,057.29 3.1495%
Utah 2 $473,756.24 0.1900%
Virginia 28 $7,512,056.86 3.0120%
Washington 6 $1,507,338.56 0.6044%
7
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Wisconsin 3 $993,361.96 0.3983%
----- --------------- ---------
Total 799 $249,404,292.56 100.0000%
8
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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 1998-16:
AGGREGATE % OF
BALANCES POOL BY
YEAR OF # OF AS OF AGGREGATE
MATURITY LOANS CUT-OFF DATE BALANCE
- -------- ----- ------------ ---------
2008 9 $2,938,291.76 1.1781%
2011 2 $219,790.84 0.0881%
2012 13 $3,784,226.95 1.5173%
2013 775 $242,461,983.01 97.2165%
----- --------------- ---------
Total 799 $249,404,292.56 100.0000%
The weighted average scheduled remaining term to maturity of the
Mortgage Loans in Pool 1998-16 calculated as of the Cutoff Date
is 177 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 1998-16:
AGGREGATE % OF
BALANCES POOL BY
PURPOSE # OF AS OF AGGREGATE
OF LOAN LOANS CUT-OFF DATE BALANCE
- ------- ----- ------------ ---------
Purchase 205 $59,880,985.16 24.0096%
Rate Term/Refinance 486 $156,337,392.62 62.6843%
Cash-out Refinance 108 $33,185,914.78 13.3061%
----- --------------- ---------
Total 799 $249,404,292.56 100.0000%
9
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS
AND EXHIBITS.
1.1 The Underwriting Agreement, dated as of June 22, 1995, and
the related Terms Agreement, dated as of September 22,
1998, for certain of the Series 1998-16 Certificates
between GE Capital Mortgage Services, Inc. and Credit
Suisse First Boston
1.2 The Underwriting Agreement, dated as of March 21, 1996,
and the related Terms Agreement, dated as of September 22,
1998, for certain of the Series 1998-16 Certificates
between GE Capital Mortgage Services, Inc. and Donaldson,
Lufkin & Jenrette.
4.1 The Pooling and Servicing Agreement for the Series 1998-16
Certificates, dated as of September 1, 1998, between GE
Capital Mortgage Services, Inc., as seller and servicer,
and State Street Bank and Trust Company, as trustee.
10
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GE Capital Mortgage Services, Inc.
By: /s/ Syed W. Ali
-----------------------------
Name: Syed W. Ali
Title: Vice President
Dated as of September 24, 1998
11
<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 24, 1998
12
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EXHIBIT INDEX
The exhibits are being filed herewith:
- ----------------------------------------------------------------
EXHIBIT NO. DESCRIPTION PAGE
- ----------------------------------------------------------------
1.1 The Underwriting Agreement, dated as
of June 22, 1995, and the related Terms
Agreement, dated as of September 22,
1998, for certain of the Series 1998-16
Certificates between GE Capital
Mortgage Services, Inc. and Credit
Suisse First Boston.
1.2 The Underwriting Agreement, dated as
of March 21, 1996, and the related Terms
Agreement, dated as of September 22,
1998, for certain of the Series 1998-16
Certificates between GE Capital
Mortgage Services, Inc. and Donaldson,
Lufkin & Jenrette.
4.1 The Pooling and Servicing Agreement
for the Series 1998-16 Certificates, dated
as of September 1, 1998, between GE
Capital Mortgage Services, Inc., as seller
and servicer, and State Street Bank and
Trust Company, as trustee.
- ----------------------------------------------------------------
13
EXECUTION
GE CAPITAL MORTGAGE SERVICES, INC.
PASS-THROUGH CERTIFICATES
(Issuable in Series)
UNDERWRITING AGREEMENT
CS First Boston Corporation New York, New York
55 East 52nd Street June 22, 1995
New York, New York 10055
Ladies and Gentlemen:
GE Capital Mortgage Services, Inc., a corporation
organized and existing under the laws of the State of New Jersey
(the "Company"), may offer for sale to you (the "Underwriter")
from time to time its Pass-Through Certificates evidencing
interests in pools of mortgage loans (the "Certificates"). The
Certificates may be issued in various series, and within each
series, in one or more classes, in one or more offerings on terms
determined at the time of sale (each such series, a "Series" and
each such class, a "Class"). Each Series of the Certificates will
be issued under a separate Pooling and Servicing Agreement (each,
a "Pooling and Servicing Agreement") to be dated as of the
respective cut-off date (each, a "Cut-off Date") between the
Company, as seller and servicer, and State Street Bank and Trust
Company, as trustee (the "Trustee"). Capitalized terms used but
not defined herein shall have the meanings given to them in the
related Pooling and Servicing Agreement.
The Certificates issued under each Pooling and
Servicing Agreement will represent the entire beneficial
ownership interest in a trust fund (the "Trust Fund") established
by such Pooling and Servicing Agreement. The assets of each Trust
Fund will consist primarily of a pool of conventional,
<PAGE>
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.
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
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<PAGE>
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 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
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<PAGE>
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 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
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the related Closing Date be duly and validly
authorized, and, when validly executed, countersigned,
issued and delivered in accordance with the related
Pooling and Servicing Agreement and sold to you as
provided herein and in the related Terms Agreement,
will each be validly issued and outstanding and
entitled to the benefits of the related Pooling and
Servicing Agreement.
(iv) Neither the issuance nor sale of the
Certificates of the related Series nor the
consummation of any other of the transactions herein
contemplated, nor the fulfillment of the terms hereof
or of the related Terms Agreement, will conflict with
any statute, order or regulation applicable to the
Company of any court, regulatory body, administrative
agency or governmental body having jurisdiction over
the Company or with any organizational document of the
Company or any instrument or any agreement under which
the Company is bound or to which it is a party.
(v) This Agreement and the related Terms
Agreement have been duly authorized, executed and
delivered by the Company.
(vi) At or prior to the related Closing
Date, the Company will have entered into the related
Pooling and Servicing Agreement and, assuming the due
authorization, execution and delivery thereof by the
Trustee, such Pooling and Servicing Agreement (on such
Closing Date) will constitute the valid and binding
agreement of the Company enforceable in accordance
with its terms, subject as to enforceability, to
bankruptcy, insolvency, reorganization or other
similar laws affecting creditors' rights and to
general principles of equity (regardless of whether
the enforceability of such Pooling and Servicing
Agreement is considered in a proceeding in equity or
at law).
2. Purchase and Sale. Subject to the execution of
the Terms Agreement for a particular Certificate Offering and
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<PAGE>
subject to the terms and conditions and in reliance upon the
representations and warranties set forth in this Agreement and
such Terms Agreement, the Company agrees to sell to the
Underwriter, and the Underwriter agrees to purchase from the
Company, all, but not less than all, of the related Offered
Certificates at the purchase price therefor set forth in such
Terms Agreement (the "Purchase Price").
The parties hereto agree that settlement for all
securities sold pursuant to this Agreement shall take place on
the terms set forth herein 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
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<PAGE>
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
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
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<PAGE>
a Series that are delivered by the Underwriter to the
Company pursuant to Section 8 to be filed with the
Commission on a Current Report on Form 8-K (a "Current
Report") pursuant to Rule 13a-11 under the Exchange Act on
the business day immediately following the later of (i) the
day on which such Computational Materials and Structural
Term Sheets are delivered to counsel for the Company by the
Underwriter prior to 10:30 a.m. and (ii) the date on which
this Agreement is executed and delivered. The Company will
cause one Collateral Term Sheet (as defined in Section 9
below) with respect to the Offered Certificates of a Series
that is delivered by the Underwriter to the Company in
accordance with the provisions of Section 9 to be filed
with the Commission on a Current Report pursuant to Rule
13a-11 under the Exchange Act on the business day
immediately following the day on which such Collateral Term
Sheet is delivered to counsel for the Company by the
Underwriter prior to 10:30 a.m. In addition, if at any time
prior to the availability of the related Prospectus
Supplement the Underwriter has delivered to any prospective
investor a Collateral Term Sheet that reflects, in the
reasonable 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
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<PAGE>
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 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(d) 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.
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<PAGE>
(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
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<PAGE>
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 the Underwriter, insured to the satisfaction of the
Underwriter (it being understood that, except as provided
in this paragraph (g) and in Section 7 hereof, the
Underwriter will pay all its own costs and expenses,
including the fees of Brown & Wood, counsel for the
Underwriter, transfer taxes on resale of any Offered
Certificates by it, advertising expenses connected with any
offers that it may make, the fees of KPMG Peat Marwick with
respect to its letters furnished pursuant to Section 6(i)
of the Agreement and any letter furnished pursuant to the
last sentence of Section 6(h) hereof and any other costs
and expenses specified in the related Terms Agreement as
"Additional Expenses").
6. Conditions to the Obligations of the Underwriter.
The obligations of the Underwriter to purchase the Offered
Certificates of any Series shall be subject to the accuracy in
all material respects of the representations and warranties on
the part of the Company contained in this Agreement, as
supplemented by the related Terms Agreement, as of the respective
dates thereof and the related Closing Date, to the accuracy of
the statements of the Company made in any applicable officers'
certificates pursuant to the provisions hereof, to the
performance by the Company of its obligations under this
Agreement and such Terms Agreement and to the following
additional conditions applicable to the related Certificate
Offering:
(a) No stop order suspending the effectiveness of
the related Registration Statement shall have been issued
and no proceedings for that purpose shall have been
instituted or threatened.
(b) Cleary, Gottlieb, Steen & Hamilton, counsel
for the Company, shall have furnished to the Underwriter an
opinion, dated the related Closing Date, to the effect
that:
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<PAGE>
(i) this Agreement and the related
Terms Agreement have been duly executed and delivered
by the Company under the law of the State of New York;
(ii) the related Pooling and Servicing
Agreement has been duly executed and delivered by the
Company under the law of the State of New York and is
a legal, valid and binding agreement of the Company
enforceable against the Company in accordance with its
terms;
(iii) the Offered Certificates, when duly
executed and countersigned by the Trustee in
accordance 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 telephonic 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
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<PAGE>
penultimate paragraph, and the last paragraph of the
cover page of such Prospectus Supplement and in the
second and fourth sentences of the first paragraph
under the heading "Plan of Distribution" therein, as
to which such counsel need express no view), as of the
date of the Prospectus Supplement, appeared on their
face to be appropriately responsive in all material
respects to the requirements of the Act and the rules
and regulations thereunder; and no information has
come to the attention of such counsel that causes it
to believe that (A) such Registration Statement
(except the financial statements and schedules and the
other financial and statistical data included therein
and the documents incorporated by reference therein,
as to which such counsel need express no view) at the
time it became effective, contained an untrue
statement of a material fact or omitted to state a
material fact required to be stated therein or
necessary to make the statements therein not
misleading or (B) such Prospectus or any amendment or
supplement thereto (except the financial statements
and schedules and 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
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<PAGE>
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
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
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<PAGE>
"mortgage related security" as such term is defined in
Section 3(a)(41) of the Exchange Act.
Such opinion may express its reliance as to factual matters
on the representations and warranties made by, and on
certificates or other documents furnished by, officers of
the parties to this Agreement, the related Terms Agreement
or the related Pooling and Servicing Agreement. Such
opinion may assume the due authorization, execution and
delivery of the instruments and documents referred to
therein by the parties thereto other than the Company. Such
opinion may be qualified, insofar as it concerns the
enforceability of the documents referred to therein, to the
extent that such enforceability may be limited by
bankruptcy, insolvency, reorganization or other similar
laws affecting the enforcement of creditors' rights in
general and by general equity principles (regardless of
whether such enforcement is considered in a proceeding in
equity or at law). Such opinion may be further qualified as
expressing no opinion as to (x) the statements in the
related Prospectus under the heading "Certain Legal Aspects
of the Mortgage Loans and Contracts -- The Mortgage Loans"
except insofar as such statements relate to the laws of the
State of New York and the laws of the United States, and
(y) the statements in such Prospectus under the headings
"ERISA Considerations" and "Certain Federal Income Tax
Consequences" except insofar as such statements relate to
the laws of the United States. In addition, such opinion
may be qualified as an opinion only on the law of the State
of New York and the federal law of the United States of
America.
(c) The General Counsel for the Company shall
have furnished to the Underwriter an opinion, dated the
related Closing Date, to the effect that:
(i) The Company has been duly
incorporated and is validly existing as a corporation
in good standing under the laws of the State of New
Jersey, with corporate power to own its properties, to
conduct its business as described in the related
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<PAGE>
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, admini-
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<PAGE>
strative agency or other tribunal (i) asserting the
invalidity of this Agreement, the related Terms
Agreement, the related Pooling and Servicing Agreement
or the related Certificates, (ii) seeking to prevent
the issuance of the Certificates of the related Series
or the consummation by the Company of any of the
transactions contemplated by this Agreement, such
Terms Agreement or such Pooling and Servicing
Agreement, or (iii) which might materially and
adversely affect the performance by the Company of its
obligations under, or the validity or enforceability
of, this Agreement, such Terms Agreement, such Pooling
and Servicing Agreement or the related Certificates.
In rendering her opinion such counsel may rely as to
matters of fact, to the extent deemed proper and as stated
therein, on certificates of responsible officers of the
Company or public officials. In addition, such opinion may
be qualified as an opinion only on the laws of the State of
New Jersey.
(d) The Underwriter shall have received from
Brown & Wood, counsel for the Underwriter, such opinion or
opinions, dated the related Closing Date, with respect to
the issuance and sale of the Certificates of the related
Series, the related Registration Statement, the related
Prospectus and such other related matters as the
Underwriter may reasonably require, and the Company shall
have furnished to such counsel such documents as the
Underwriter may reasonably request for the purpose of
enabling them to pass upon such matters.
(e) The Company shall have furnished to the
Underwriter a certificate of the Company, signed by the
President or any Vice President and the Senior Vice
President-Finance or the principal financial or accounting
officer of the Company, dated the related Closing Date, to
the effect that the signers of such certificate have
carefully examined the related Registration Statement
(excluding any Current Reports and any other documents
incorporated by reference therein), the related Prospectus,
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<PAGE>
the Detailed Description referred to in such Prospectus
(excluding any related Current Report), this Agreement and
the related Terms Agreement and that:
(i) the representations and warranties of
the Company in this Agreement are true and correct in
all material respects on and as of the related Closing
Date with the same effect as if made on such Closing
Date, and the Company has complied with all the
agreements and satisfied all the conditions on its
part to be performed or satisfied at or prior to such
Closing Date;
(ii) no stop order suspending the
effectiveness of such Registration Statement has been
issued and no proceedings for that purpose have been
instituted or, to their knowledge, threatened; and
(iii) nothing has come to their attention
that would lead them to believe that such Registration
Statement (excluding any Current Report) contains any
untrue statement of a material fact or omits to state
any material fact required to be stated therein or
necessary to make the statements therein not
misleading, that the related Prospectus (excluding any
related Current Report) contains any untrue statement
of a material fact or omits to state a material fact
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
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<PAGE>
in good standing under the laws of the Commonwealth of
Massachusetts with corporate power to own its
properties and conduct its business as presently
conducted by it, to conduct business as a trustee and
to enter into and perform its obligations under the
related Pooling and Servicing Agreement;
(ii) the related Pooling and Servicing
Agreement has been duly authorized, executed and
delivered by the Trustee and constitutes the legal,
valid and binding agreement of the Trustee enforceable
against the Trustee in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization or other similar laws
affecting the enforcement of creditors' rights
generally and to judicial discretion, and general
principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at
law);
(iii) the Trustee has duly accepted its
appointment as trustee under the related Pooling and
Servicing Agreement;
(iv) no consent, approval, authorization
or order of any Massachusetts or federal court or
government agency or body is required on the part of
the Trustee for the consummation of the transactions
contemplated in the related Pooling and Servicing
Agreement, except such as may be required under any
federal or state securities law; and
(v) the performance on the part of the
Trustee of any of the transactions contemplated in the
related Pooling and Servicing Agreement does not
conflict with or result in a breach or violation of
any term or provision of, or constitute a default
under, the Articles of Organization, as amended, or
By-Laws of the Trustee, or any Massachusetts or
federal statute or 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
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<PAGE>
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 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 shall have furnished to the
Underwriter a letter, dated as of the related Closing Date,
in form and substance satisfactory to the Underwriter,
stating in effect that they have performed certain
specified procedures as a result of which they have
determined that such information as the Underwriter may
reasonably request of an accounting, financial or
statistical nature (which is limited to accounting,
financial or statistical information derived from the
general accounting records of the Company and which is
obtained from an analysis of a sample of the Mortgage Loans
included in the related pool) set forth in the related
Prospectus Supplement under the caption "Description of the
Mortgage Pool and the Mortgaged Properties" or "Description
of the Mortgage Pools and the Mortgaged Properties", as the
case may be, and in the Detailed Description relating to
such Prospectus Supplement
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<PAGE>
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 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;
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<PAGE>
(ii) based upon the assumptions and
methodology set forth in such Prospectus, all of
which shall be described by reference in such letter,
they have verified the mathematical accuracy of any
Scheduled Final Distribution Dates for the Offered
Certificates, PAC Balances, TAC Balances, Scheduled
Balances, Maximum and Minimum Scheduled Balances or
any other scheduled balances set forth in such
Prospectus for each indicated Distribution Date, and
have verified the mathematical accuracy of any initial
Effective Ranges of any PAC Certificates, Scheduled
Certificates or other scheduled Certificates set forth
in such Prospectus; and
(iii) based upon the assumptions and
methodology set forth in such Prospectus, all of which
shall be described by reference in such letter, they
have verified the mathematical accuracy of the pre-tax
yields to maturity and, if applicable, aggregate cash
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.
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<PAGE>
(m) Subsequent to the date of the related Terms
Agreement, there shall not have been any change, or any
development involving a prospective change, in or affecting
the business or properties of the Company which the
Underwriter concludes in its judgment, after consultation
with the Company, materially impairs the investment quality
of the Offered Certificates of the related Series so as to
make it impractical or inadvisable to proceed with the
public offering or the delivery of such Offered
Certificates as contemplated by the related Prospectus.
If any of the conditions specified in this Section 6
shall not have been fulfilled in all material respects with
respect to the particular Offered Certificates of a Series when
and as provided in this Agreement and the related Terms
Agreement, or if any of the opinions and certificates mentioned
above or elsewhere in this Agreement and the related Terms
Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Underwriter and its
counsel, this Agreement (with respect to the related Offered
Certificates) and the related Terms Agreement and all obligations
of the Underwriter hereunder (with respect to the related Offered
Certificates) and thereunder may be canceled at, or at any time
prior to, the related Closing Date by the Underwriter. Notice of
such cancellation shall be given to the Company in writing, or by
telephone or telegraph confirmed in writing.
7. Indemnification and Contribution. (a) The Company
agrees to indemnify and hold harmless the Underwriter and each
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
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<PAGE>
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 and
ABS Term Sheets 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 (as defined in Section 9 below) (or amendments
or supplements thereof) included in such Current Report (or
amendment or supplement thereof) or (y) any written or electronic
materials furnished to prospective investors on which the
Computational Materials (or amendments or supplements) were
based, (ii) such indemnity with respect to any Corrected
Statement (as defined below) in such Prospectus (or supplement
thereto) shall not inure to the benefit of the Underwriter (or
any person controlling the Underwriter) from whom the person
asserting any loss, claim, damage or liability purchased the
Certificates of the related Series that are the subject thereof
if such person did not receive a copy of a supplement to such
Prospectus at or prior to the confirmation of the sale of such
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<PAGE>
Certificates and the untrue statement or omission of a material
fact contained in such Prospectus (or supplement thereto) was
corrected (a "Corrected Statement") in such other supplement and
such supplement was furnished by the Company to the Underwriter
prior to the delivery of such confirmation, and (iii) such
indemnity with respect to any Mortgage Pool Error shall not inure
to the benefit of the Underwriter (or any person controlling the
Underwriter) from whom the person asserting any loss, claim,
damage or liability received any Computational Materials or ABS
Term Sheets (or any written or electronic materials on which the
Computational Materials are based) that were prepared on the
basis of such Mortgage Pool Error, if, prior to the time of
confirmation of the sale of the applicable Certificates to such
person, the Company notified the Underwriter in writing of the
Mortgage Pool Error or provided in written or electronic form
information superseding or correcting such Mortgage Pool Error
(in any such case, a "Corrected Mortgage Pool Error"), and the
Underwriter failed to notify such person thereof or to deliver to
such person corrected Computational Materials (or underlying
written or electronic materials) or ABS Term Sheets. This
indemnity agreement will be in addition to any liability which
the Company may otherwise have.
(b) The Underwriter agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers
who signs the Registration Statement relating to the Offered
Certificates of the applicable Series, and each person who
controls the Company within the meaning of the Act or the
Exchange Act to the same extent as the foregoing indemnities from
the Company to the Underwriter, but only with reference to (A)
written information furnished to the Company by or on behalf of
the Underwriter specifically for use in the preparation of the
documents referred to in the foregoing indemnity with respect to
the related Series, or (B) any Computational Materials or ABS
Term Sheets (or amendments or supplements thereof) furnished to
the Company by the Underwriter pursuant to Section 8 and
incorporated by reference in such Registration Statement or the
related Prospectus or any amendment or supplement thereof (except
that no such indemnity shall be available for any losses, claims,
damages or liabilities, or actions in respect thereof, resulting
from any Mortgage Pool Error, other than a Corrected Mortgage
-25-
<PAGE>
Pool Error). This indemnity agreement will be in addition to any
liability which the Underwriter may otherwise have. The Company
acknowledges that the statements set forth in the second sentence
of the ante-penultimate paragraph, the first sentence of the
penultimate paragraph, and in the last paragraph appearing on the
cover page of the related Prospectus Supplement as such
statements relate to such Offered Certificates and the second
sentence of the first paragraph under the heading "Plan of
Distribution" in such Prospectus Supplement as such statements
relate to such Offered Certificates constitute the only
information furnished in writing by or on behalf of the
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
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receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and
approval by the indemnified party of counsel, the indemnifying
party will not be liable to such indemnified party under this
Section 7 for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof
unless (i) the indemnified party shall have employed separate
counsel in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence (it
being understood, however, that the indemnifying party shall not
be liable for the expenses of more than one separate counsel
approved by the indemnified party in the case of subparagraph (a)
or (b), representing the indemnified parties under subparagraph
(a) or (b), who are parties to such action), (ii) the
indemnifying party shall not have employed counsel satisfactory
to the indemnified party to represent the indemnified party
within a reasonable time after notice of commencement of the
action or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of
the indemnifying party; and except that, if clause (i) or (iii)
is applicable, such liability shall be only in respect of the
counsel referred to in such clause (i) or (iii).
(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
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<PAGE>
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 on which the Computational
Materials are based, in such proportion as is appropriate
to reflect the relative fault of the Company on the one
hand and the Underwriter on the other in connection with
the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect
thereof) as well as any other relevant equitable
considerations. The relative fault shall be determined by
reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission
or alleged omission to state a material fact in such
Computational Materials or ABS Term Sheets (or any
amendments or supplements thereof or such written or
electronic materials) results from information prepared by
the Company on the one hand or the Underwriter on the other
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
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from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 7, each person
who controls the Underwriter within the meaning of either the Act
or the Exchange Act shall have the same rights to contribution as
the Underwriter, and each person who controls the Company within
the meaning of either the Act or the Exchange Act, each officer
of the Company who shall have signed the Registration Statement
and each director of the Company shall have the same rights to
contribution as the Company, subject in each case to the
immediately preceding sentence of this paragraph (d).
8. Computational Materials and Structural Term Sheets.
(a) Not later than 10:30 a.m., New York time, on the business day
before the date on which the Current Report relating to the
Offered Certificates of a Series is required to be filed by the
Company with the Commission pursuant to Section 5(b) hereof, the
Underwriter shall deliver to the Company five complete copies of
all materials provided by the Underwriter to prospective
investors in such Offered Certificates which constitute (i)
"Computational Materials" within the meaning of the no-action
letter dated May 20, 1994 issued by the Division of Corporation
Finance of the Commission to Kidder, Peabody Acceptance
Corporation I, Kidder, Peabody & Co. Incorporated, and Kidder
Structured Asset Corporation and the no-action letter dated May
27, 1994 issued by the Division of Corporation Finance of the
Commission to the Public Securities Association (together, the
"Kidder Letters"), the filing of which material is a condition of
the relief granted in such letter (such materials being the
"Computational Materials") and (ii) "Structural Term Sheets"
within the meaning of the no-action letter dated February 17,
1995 issued by the Division of Corporation Finance of the
Commission to the Public Securities Association (the "PSA
Letter"), the filing of which material is a condition of the
relief granted in such letter (such materials being the
"Structural Term Sheets"). Each delivery of Computational
Materials and Structural Term Sheets to the Company pursuant to
this paragraph (a) shall be effected by delivering four copies of
such materials to counsel for the Company on behalf of the
Company at the address specified in Section 3 hereof and one copy
of such materials to the Company.
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(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;
(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;
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<PAGE>
(iv) at the time any Computational
Materials or Structural Term Sheets (or any written or
electronic materials furnished to prospective
investors on which the Computational Materials or
Structural Term Sheets are based) with respect to such
Offered Certificates were furnished to a prospective
investor and on the date of the related Terms
Agreement, the Underwriter possessed, and on the date
of delivery of such materials to the Company pursuant
to this Section 8 and on the related Closing Date, the
Underwriter will possess, the capability, knowledge,
expertise, resources and systems of internal control
necessary to ensure that such Computational Materials
or Structural Term Sheets conform to the
representations and warranties of the Underwriter
contained in subparagraphs (i), (ii) and (iii) above
of this paragraph (b); and
(v) all Computational Materials or Structural
Term Sheets (or underlying materials distributed to
prospective investors on which the Computational
Materials or Structural Term Sheets were based)
contained and will contain a legend, prominently
displayed on the first page thereof, to the effect
that the Company has not prepared, reviewed or
participated in the preparation of such Computational
Materials or Structural Term Sheets, is not
responsible for the accuracy thereof and has not
authorized the dissemination thereof.
Notwithstanding the foregoing, the Underwriter makes no
representation or warranty as to whether any Computational
Materials or Structural Term Sheets (or any written or electronic
materials on which the Computational Materials are based)
included or will include any untrue statement resulting directly
from any Mortgage Pool Error (except any Corrected Mortgage Pool
Error, with respect to materials prepared after the receipt by
the Underwriter from the Company of notice of such Corrected
Mortgage Pool Error or materials superseding or correcting such
Corrected Mortgage Pool Error).
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<PAGE>
(c) The Underwriter acknowledges and agrees that the
Company has not authorized and will not authorize the
distribution of any Computational Materials (or any written or
electronic materials on which the Computational Materials are
based) or Structural Term Sheets to any prospective investor, and
agrees that any Computational Materials or Structural Term Sheets
with respect to any Series of Certificates furnished to
prospective investors from and after the date hereof shall
include a disclaimer in the form set forth in paragraph (b)(v)
above. The Underwriter agrees that it will not represent to
prospective investors that any Computational Materials or
Structural Term Sheets were prepared or disseminated on behalf of
the Company.
(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 Computational Materials or
Structural Term Sheets provided by the Underwriter pursuant to
this Section 8 or the omission to state therein a material fact
required, when considered in conjunction with the related
Prospectus and Prospectus Supplement, to be stated therein or
necessary to make the statements therein, when read in
conjunction with the related Prospectus and Prospectus
Supplement, not misleading, or if it shall be necessary to amend
or supplement any Current Report relating to any Computational
Materials or Structural Term Sheets to comply with the Act or the
rules thereunder, the Underwriter promptly will prepare and
furnish to the Company for filing with the Commission an
amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance. The
Underwriter represents and warrants to the Company, as of the
date of delivery of such amendment or supplement to the Company,
that such amendment or supplement will not include any untrue
statement of a material fact or, when read in conjunction with
the related Prospectus and Prospectus Supplement, omit to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading. The Company shall have no
obligation to file such amendment or supplement if the Company
determines that (i) such amendment or supplement contains any
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<PAGE>
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 such Offered Certificates which constitute
"Collateral Term Sheets." Each delivery of a Collateral Term
Sheet to the Company pursuant to this paragraph (a) shall be
effected by delivering four copies of such materials to counsel
for the Company on behalf of the Company at the address specified
in Section 3 hereof and one copy of such materials to the
Company. (Collateral Term Sheets and Structural Term Sheets are,
together, referred to herein as "ABS Term Sheets.") At the time
of each such delivery, the Underwriter shall indicate in writing
that the materials being delivered constitute Collateral Term
Sheets, and, if there has been any prior such delivery with
respect to the related Series, shall indicate whether such
materials differ in any material respect from any Collateral Term
Sheets previously delivered to the Company with respect to such
Series pursuant to this Section 9(a)
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<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;
(ii) On the date any such Collateral Term
Sheets with respect to such Offered Certificates were last
furnished to each prospective investor and on the date of
delivery thereof to the Company pursuant to Section 9(a)
and on the related Closing Date, such Collateral Term
Sheets did not and will not include any untrue statement of
a material fact or, when read in conjunction with the
Prospectus and Prospectus Supplement, omit to state a
material fact required to be stated therein or necessary to
make the statements therein not misleading; and
(iii) the Underwriter has not represented to
any prospective investor that any Collateral Term Sheets
with respect to any Series were prepared or disseminated on
behalf of the Company, and, except as otherwise disclosed
by the Underwriter to the Company in writing prior to the
date hereof, all Collateral Term Sheets previously
furnished to prospective investors included a disclaimer to
the effect set forth in Section 8(c).
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
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any Corrected Mortgage Pool Error, with respect to materials
prepared after the receipt by the Underwriter from the Company of
notice of such Corrected Mortgage Pool Error or materials
superseding or correcting such Corrected Mortgage Pool Error).
(c) The Underwriter acknowledges and agrees that any
Collateral Term Sheets with respect to any Series of Certificates
furnished to prospective investors from and after the date hereof
shall include a disclaimer in form satisfactory to the Company to
the effect set forth in Section 8(c) hereof, and to the effect
that the information contained in such materials supersedes the
information contained in any prior Collateral Term Sheet with
respect to such Series of Offered Certificates and will be
superseded by the description of the related Mortgage Loans in
the related Prospectus Supplement and in the Detailed Description
relating to such Prospectus Supplement to be filed under cover of
Form 8-K. The Underwriter agrees that it will not represent to
prospective investors that any Collateral Term Sheets were
prepared or disseminated on behalf of the Company.
(d) If, at any time when a prospectus relating to the
Offered Certificates of a Series is required to be delivered
under the Act, it shall be necessary to amend or supplement the
related Prospectus as a result of an untrue statement of a
material fact contained in any Collateral Term Sheets provided by
the Underwriter pursuant to this Section 9 or the omission to
state therein a material fact required, when considered in
conjunction with the related Prospectus and Prospectus
Supplement, to be stated therein or necessary to make the
statements therein, when read in conjunction with the related
Prospectus and Prospectus Supplement, not misleading, or if it
shall be necessary to amend or supplement any Current Report
relating to any Collateral Term Sheets to comply with the Act or
the rules thereunder, the Underwriter promptly will prepare and
furnish to the Company for filing with the Commission an
amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance. The
Underwriter represents and warrants to the Company, as of the
date of delivery of such amendment or supplement to the Company,
that such amendment or supplement will not include any untrue
statement of a material fact or, when read in conjunction with
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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. The Company shall have no
obligation to file such amendment or supplement if the Company
determines that (i) such amendment or supplement contains any
untrue statement of a material fact or, when read in conjunction
with the related Prospectus and Prospectus Supplement, omits to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading; it being
understood, however, that the Company shall have no obligation to
review or pass upon the accuracy or adequacy of, or to correct,
any such amendment or supplement provided by the Underwriter to
the Company pursuant to this paragraph (d) or (ii) such filing is
not required under the Act.
10. Termination. This Agreement (with respect to a
particular Certificate Offering) and the related Terms Agreement
shall be subject to termination in the absolute discretion of the
Underwriter, by notice given to the Company prior to delivery of
and payment for the related Offered Certificates, if prior to the
related Closing Date (i) trading in securities generally on the
New York Stock Exchange shall have been suspended or materially
limited, (ii) a general moratorium on commercial banking
activities in New York shall have been declared by either federal
or New York State authorities, or (iii) there shall have occurred
any outbreak or material escalation of hostilities or other
calamity or crisis the effect of which on the financial markets
of the United States is such as to make it, in the reasonable
judgment of the Underwriter, impracticable to market such Offered
Certificates.
11. Representations and Indemnities to Survive
Delivery. The agreements, representations, warranties,
indemnities and other statements of the Company or its officers
and of the Underwriter set forth in or made pursuant to this
Agreement and the related Terms Agreement will remain in full
force and effect, regardless of any investigation made by or on
behalf of the Underwriter or the Company or any of the officers,
directors or controlling persons referred to in Section 7 hereof,
and will survive delivery of and payment for the related Offered
Certificates. The provisions of Section 7 hereof shall survive
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the termination or cancellation of this Agreement and the related
Terms Agreement.
12. Successors. This Agreement and the related Terms
Agreement will inure to the benefit of and be binding upon the
parties hereto and thereto and their respective successors and
the officers, directors and controlling persons referred to in
Section 7 hereof, and their successors and assigns, and no other
person will have any right or obligation hereunder or thereunder.
No purchaser of any Offered Certificate from the Underwriter
shall be deemed a successor or assign by reason of such purchase.
13. APPLICABLE LAW. THIS AGREEMENT AND THE RELATED
TERMS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED THEREIN.
14. Miscellaneous. This Agreement, as supplemented by
the related Terms Agreement, supersedes all prior and
contemporaneous agreements and understandings relating to the
subject matter hereof. This Agreement and the related Terms
Agreement or any term of each may not be changed, waived,
discharged or terminated except by an affirmative written
agreement made by the party against whom enforcement of the
change, waiver, discharge or termination is sought. The headings
in this Agreement and the related Terms Agreement are for
purposes of reference only and shall not limit or otherwise
affect the meaning hereof or thereof.
15. Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to the
Underwriter, will be delivered to it at the address first above
written; or if sent to the Company, will be delivered to GE
Capital Mortgage Services, Inc., Three Executive Campus, Cherry
Hill, New Jersey 08002, Attention: General Counsel.
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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.
CS FIRST BOSTON CORPORATION
By:________________________________
Name:
Title:
<PAGE>
EXHIBIT A
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES ____-__
TERMS AGREEMENT
(to Underwriting Agreement,
dated June 22, 1995
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus [Date]
Cherry Hill, NJ 08034
CS First Boston Corporation (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-1
<PAGE>
(a) Aggregate Principal Amount of the Mortgage Pool:
$[ ] aggregate principal balance as of the Cut-off 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.
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
A-2
<PAGE>
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-3
<PAGE>
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the
undersi\gned a counterpart hereof, whereupon this letter and your
acceptance shall represent a binding agreement between the
Underwriter and the Company.
Very truly yours,
CS FIRST BOSTON CORPORATION
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-4
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES 1998-16
TERMS AGREEMENT
(to Underwriting Agreement
dated June 22, 1995,
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus September 22, 1998
Cherry Hill, NJ 08002
Credit Suisse First Boston Corporation (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 1998-16
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
1998-16 Certificates are registered with the Securities and
Exchange Commission by means of an effective Registration
Statement (No. 333-51151). Capitalized terms used and not defined
herein have the meanings given them in the Underwriting
Agreement.
Section 1. The Mortgage Pool: The Series 1998-16
Certificates shall evidence the entire beneficial ownership
interest in a mortgage pool (the "Mortgage Pool") of
conventional, fixed rate, fully amortizing, first lien one- to
four-family residential mortgage loans (the "Mortgage Loans")
having the following characteristics as of September 1, 1998 (the
"Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pool:
$249,404,292.56 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 $237,500,000 or greater than $262,500,000.
<PAGE>
(b) Original Terms to Maturity: The original term to
maturity of substantially all of the Mortgage Loans included
in the Mortgage Pool shall be between 10 and 15 years.
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):
Principal Interest Class Purchase
Class Balance Rate Price Percentage
- ----- --------- -------- ----------------
Class A1 $53,222,479 6.50% 99.843750%
Class A2 6,750,000 6.50 99.843750%
Class A3 27,000,000 6.50 99.843750%
Class A4 (1) 0.25 99.843750%
Class A5 50,500,000 6.25 99.843750%
Class A6 106,500,000 6.50 99.843750%
Class R 100 6.50 99.843750%
Class RL 100 6.50 99.843750%
- ---------------------
(1) The Class A4 Certificates shall be issued within an initial
notional principal balance of $50,500,000.
(b) The Offered Certificates shall have such other
characteristics as described in the related Prospectus.
Section 3. Purchase Price: The Purchase Price for each
Class of the Offered Certificates shall be the Class Purchase
Price Percentage therefor (as set forth in Section 2(a) above) of
the initial Class Certificate Principal Balance thereof plus
accrued interest at the initial interest rate per annum from and
including the Cut-off Date up to, but not including, September
24, 1998 (the "Closing Date").
Section 4. Required Ratings: The Offered Certificates
(other than the Class A4 Certificates) shall have received
Required Ratings of "AAA" from each of Fitch IBCA, Inc., and S&P;
and the Class A4 Certificates shall have received a Required
Rating of "AAA" from Fitch and "AAAr" from S&P.
Section 5. Tax Treatment: One or more elections will be
made to treat the assets of the Trust Fund as a REMIC.
2
<PAGE>
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the
undersigned a counterpart hereof, whereupon this letter and your
acceptance shall represent a binding agreement between the
Underwriter and the Company.
Very truly yours,
CREDIT SUISSE FIRST BOSTON
CORPORATION
By:__________________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
GE CAPITAL MORTGAGE SERVICES, INC.
By:_____________________________
Name:
Title:
EXECUTION
GE CAPITAL MORTGAGE SERVICES, INC.
PASS-THROUGH CERTIFICATES
(Issuable in Series)
UNDERWRITING AGREEMENT
Donaldson, Lufkin & Jenrette New York, New York
Securities Corporation March 21, 1996
277 Park Avenue
New York, New York 10172
Ladies and Gentlemen:
GE Capital Mortgage Services, Inc., a corporation
organized and existing under the laws of the State of New Jersey
(the "Company"), may offer for sale to you (the "Underwriter")
from time to time its Pass-Through Certificates evidencing
interests in pools of mortgage loans (the "Certificates"). The
Certificates may be issued in various series, and within each
series, in one or more classes, in one or more offerings on terms
determined at the time of sale (each such series, a "Series" and
each such class, a "Class"). Each Series of the Certificates will
be issued under a separate Pooling and Servicing Agreement (each,
a "Pooling and Servicing Agreement") to be dated as of the
respective cut-off date (each, a "Cut-off Date") between the
Company, as seller and servicer, and State Street Bank and Trust
Company, as trustee (the "Trustee"). Capitalized terms used but
not defined herein shall have the meanings given to them in the
related Pooling and Servicing Agreement.
The Certificates issued under each Pooling and
Servicing Agreement will represent the entire beneficial
ownership interest in a trust fund (the "Trust Fund") established
by such Pooling and Servicing Agreement. The assets of each Trust
Fund will consist primarily of a pool of conventional, fixed
rate, first lien, fully amortizing, one- to four-family
residential mortgage loans (the "Mortgage Loans") having the
original terms to maturity specified in the related Terms
Agreement referred to hereinbelow. If so specified in the related
Terms Agreement, one or more elections may be made to treat the
assets of each Trust Fund as a real estate mortgage investment
conduit (each, a "REMIC") for federal income tax purposes.
<PAGE>
Whenever the Company determines to make an offering of
Certificates (each, a "Certificate Offering") pursuant to this
Agreement through you, it will enter into an agreement with you
(the "Terms Agreement") providing for the sale of specified
Classes of Offered Certificates (as defined below) to, and the
purchase and public offering thereof by, you. Each such
Certificate Offering which the Company elects to make pursuant to
this Agreement shall be governed by this Agreement, as
supplemented by the related Terms Agreement. Each Terms
Agreement, which shall be substantially in the form of Exhibit A
hereto, shall specify, among other things, the Classes of
Certificates to be purchased by the Underwriter (the "Offered
Certificates"), the principal balance or balances of the Offered
Certificates, each subject to any stated variance, and the price
or prices at which such Offered Certificates are to be purchased
by the Underwriter from the Company.
1. Representations and Warranties. (a) The Company
represents and warrants to and agrees with the Underwriter, as of
the date of the related Terms Agreement, that:
(i) The registration statement specified
in the related Terms Agreement, on Form S-3, including
a prospectus, has been filed with the Securities and
Exchange Commission (the "Commission") for the
registration under the Securities Act of 1933, as
amended (the "Act"), of pass-through certificates
issuable in series, which registration statement has
been declared effective by the Commission. Such
registration statement, as amended to the date of the
related Terms Agreement, including any documents
incorporated by reference therein pursuant to Item 12
of Form S-3 under the Act which were filed under the
Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on or before the effective date of
the Registration Statement, is hereinafter called the
"Registration Statement," and such prospectus, as such
prospectus is supplemented by a prospectus supplement
relating to the Offered Certificates of the related
Series, each in the form first filed after the date of
the related Terms Agreement pursuant to Rule 424(b)
under the Act, including any documents incorporated by
reference therein pursuant to Item 12 of Form S-3
under the Act which were filed under the Exchange Act
on or before the date of such Prospectus Supplement
(other than any such incorporated documents that
relate to Collateral Term Sheets (as defined herein))
(such prospectus supplement, including such
incorporated documents (other than those that relate
to Collateral Term Sheets), in the form first filed
after the date of the related Terms Agreement pursuant
to Rule 424(b) is
- 2 -
<PAGE>
hereinafter called the "Prospectus Supplement"), is
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
(a "Current Report") pursuant to Rule 13a-11 under the
Exchange Act on the business day immediately following the
later of (i) the day on which such Computational Materials
and Structural Term Sheets are delivered to counsel for the
Company by the Underwriter prior to 10:30 a.m. and (ii) the
date on which this Agreement is executed and delivered. The
Company will cause one Collateral Term Sheet (as defined in
Section 9 below) with respect to the Offered Certificates
of a Series that is delivered by the Underwriter to the
Company in accordance with the provisions of Section 9 to
be filed with the Commission on a Current Report pursuant
to Rule 13a-11 under the Exchange Act on the business day
immediately following the day on which such Collateral Term
Sheet is delivered to counsel for the Company by the
Underwriter prior to 10:30 a.m. In addition, if at any time
prior to the availability of the related Prospectus
Supplement the Underwriter has delivered to any prospective
investor a Collateral Term Sheet that reflects, in the
reasonable
- 6 -
<PAGE>
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(d) 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, 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 the Agreement and any letter furnished pursuant to
the last sentence of Section 6(h) hereof and any other
costs and expenses specified in the related Terms Agreement
as "Additional Expenses").
6. Conditions to the Obligations of the Underwriter.
The obligations of the Underwriter to purchase the Offered
Certificates of any Series shall be subject to the accuracy in
all material respects of the representations and warranties on
the part of the Company contained in this Agreement, as
supplemented by the related Terms Agreement, as of the respective
dates thereof and the related Closing Date, to the accuracy of
the statements of the Company made in any applicable officers'
certificates pursuant to the provisions hereof, to the
performance by the Company of its obligations under this
Agreement and such Terms Agreement and to the following
additional conditions applicable to the related Certificate
Offering:
(a) No stop order suspending the effectiveness of
the related Registration Statement shall have been issued
and no proceedings for that purpose shall have been
instituted or threatened.
(b) Cleary, Gottlieb, Steen & Hamilton, counsel
for the Company, shall have furnished to the Underwriter an
opinion, dated the related Closing Date, to the effect
that:
(i) this Agreement and the related Terms
Agreement have been duly executed and delivered by the
Company under the law of the State of New York;
(ii) the related Pooling and Servicing
Agreement has been duly executed and delivered by the
Company under the law of the State of New York and is
a legal, valid and binding agreement of the Company
enforceable against the Company in accordance with its
terms;
(iii) the Offered Certificates, when duly
executed and countersigned by the Trustee in
accordance with the related Pooling and Servicing
Agreement, will be validly issued and outstanding and
entitled to the benefits of such Pooling and Servicing
Agreement;
- 9 -
<PAGE>
(iv) the related Pooling and Servicing
Agreement is not required to be qualified under the
Trust Indenture Act of 1939, as amended, and the trust
created thereunder is not required to be registered
under the Investment Company Act of 1940, as amended;
(v) such counsel confirms that (based
solely upon telephone confirmation from a
representative of the Commission) the related
Registration Statement is effective under the Act and,
to the best of such counsel's knowledge, no stop order
with respect thereto has been issued, and no
proceeding for that purpose has been instituted or
threatened by the Commission; such Registration
Statement (except the financial statements and
schedules and other financial and statistical data
included therein and the documents incorporated by
reference therein, as to which such counsel need
express no view), at the time it became effective and
the related Prospectus (except the financial
statements and schedules and the other financial and
statistical data included therein, the documents
incorporated by reference therein and the information
included in the second sentence of the antepenultimate
paragraph, the first sentence of the penultimate
paragraph, and the last paragraph of the cover page of
such Prospectus Supplement and in the second and
fourth sentences of the first paragraph under the
heading "Plan of Distribution" therein, as to which
such counsel need express no view), as of the date of
the Prospectus Supplement appeared on their face to be
appropriately responsive in all material respects to
the requirements of the Act and the rules and
regulations thereunder; and no information has come to
the attention of such counsel that causes it to
believe that (A) such Registration Statement (except
the financial statements and schedules and the other
financial and statistical data included therein and
the documents incorporated by reference therein, as to
which such counsel need express no view) at the time
it became effective, contained an untrue statement of
a material fact or omitted to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading or (B) such
Prospectus or any amendment or supplement thereto
(except the financial statements and schedules and the
other financial and statistical data included therein,
the documents incorporated by reference therein and
the information included in the second sentence of the
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
- 10 -
<PAGE>
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
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
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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 laws of the
State of New York and the federal laws of the United States
of America.
(c) The General Counsel for the Company shall
have furnished to the Underwriter an opinion, dated the
related Closing Date, to the effect that:
(i) The Company has been duly
incorporated and is validly existing as a corporation
in good standing under the laws of the State of New
Jersey, with corporate power to own its properties, to
conduct its business as described in the related
Prospectus and to enter into and perform its
obligations under this Agreement, the related Terms
Agreement, the related Pooling and Servicing Agreement
and the Certificates of the related Series;
(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;
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<PAGE>
(iii) No consent, approval, authorization
or order of any court or governmental agency or body
is required for the consummation by the Company of the
transactions contemplated herein or in the related
Pooling and Servicing Agreement, except such as may be
required under the blue sky laws of any jurisdiction
and such other approvals as have been obtained;
(iv) Neither the issuance of the
Certificates of the related Series nor delivery of the
related Offered Certificates, nor the consummation of
any other of the transactions contemplated in this
Agreement, the related Terms Agreement or the related
Pooling and Servicing Agreement, nor the fulfillment
of the terms of the related Certificates, the related
Pooling and Servicing Agreement, this Agreement or the
related Terms Agreement will conflict with or violate
any term or provision of the articles of incorporation
or by-laws of the Company or any statute, order or
regulation applicable to the Company of any court,
regulatory body, administrative agency or governmental
body having jurisdiction over the Company and will not
conflict with, result in a breach or violation or the
acceleration of or constitute a default under the
terms of any indenture or other agreement or
instrument known to such counsel to which the Company
is a party or by which it is bound; and
(v) There are no actions, proceedings or
investigations pending or, to the best knowledge of
such counsel, threatened before any court,
administrative agency or other tribunal (i) asserting
the invalidity of this Agreement, the related Terms
Agreement, the related Pooling and Servicing Agreement
or the related Certificates, (ii) seeking to prevent
the issuance of the Certificates of the related Series
or the consummation by the Company of any of the
transactions contemplated by this Agreement, such
Terms Agreement or such Pooling and Servicing
Agreement, or (iii) which might materially and
adversely affect the performance by the Company of its
obligations under, or the validity or enforceability
of, this Agreement, such Terms Agreement, such Pooling
and Servicing Agreement or the related Certificates.
In rendering her opinion such counsel may rely as to
matters of fact, to the extent deemed proper and as stated
therein, 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.
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<PAGE>
(d) The Underwriter shall have received from
Brown & Wood, counsel for the Underwriter, such opinion or
opinions, dated the related Closing Date, with respect to
the issuance and sale of the Certificates of the related
Series, the related Registration Statement, the related
Prospectus and such other related matters as the
Underwriter may reasonably require, and the Company shall
have furnished to such counsel such documents as the
Underwriter may reasonably request for the purpose of
enabling them to pass upon such matters.
(e) The Company shall have furnished to the
Underwriter a certificate of the Company, signed by the
President or any Vice President and the Senior Vice
President-Finance or the principal financial or accounting
officer of the Company, dated the related Closing Date, to
the effect that the signers of such certificate have
carefully examined the related Registration Statement
(excluding any Current Reports and any other documents
incorporated by reference therein), the related Prospectus,
the Detailed Description referred to in such Prospectus
(excluding any related Current Report), this Agreement and
the related Terms Agreement and that:
(i) the representations and warranties of
the Company in this Agreement are true and correct in
all material respects on and as of the related Closing
Date with the same effect as if made on such Closing
Date, and the Company has complied with all the
agreements and satisfied all the conditions on its
part to be performed or satisfied at or prior to such
Closing Date;
(ii) no stop order suspending the
effectiveness of such Registration Statement has been
issued and no proceedings for that purpose have been
instituted or, to their knowledge, threatened; and
(iii) nothing has come to their attention
that would lead them to believe that such Registration
Statement (excluding any Current Report) contains any
untrue statement of a material fact or omits to state
any material fact required to be stated therein or
necessary to make the statements therein not
misleading, that the related Prospectus (excluding any
related Current Report) contains any untrue statement
of a material fact or omits to state a material fact
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
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<PAGE>
omits to state any information which the Prospectus
states will be included in such Detailed Description.
(f) Peabody & Arnold, counsel for the Trustee,
shall have furnished to the Underwriter an opinion, dated
the related Closing Date, to the effect that:
(i) the Trustee has been duly
incorporated and is validly existing as a corporation
in good standing under the laws of the Commonwealth of
Massachusetts with corporate power to own its
properties and conduct its business as presently
conducted by it, to conduct business as a trustee and
to enter into and perform its obligations under the
related Pooling and Servicing Agreement;
(ii) the related Pooling and Servicing
Agreement has been duly authorized, executed and
delivered by the Trustee and constitutes the legal,
valid and binding agreement of the Trustee enforceable
against the Trustee in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization or other similar laws
affecting the enforcement of creditors' rights
generally and to judicial discretion, and general
principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at
law);
(iii) the Trustee has duly accepted its
appointment as trustee under the related Pooling and
Servicing Agreement;
(iv) no consent, approval, authorization
or order of any Massachusetts or federal court or
government agency or body is required on the part of
the Trustee for the consummation of the transactions
contemplated in the related Pooling and Servicing
Agreement, except such as may be required under any
federal or state securities law; and
(v) the performance on the part of the
Trustee of any of the transactions contemplated in the
related Pooling and Servicing Agreement does not
conflict with or result in a breach or violation of
any term or provision of, or constitute a default
under, the Articles of Organization, as amended, or
By-Laws of the Trustee, or any Massachusetts or
federal statute or 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,
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<PAGE>
administrative agency or governmental body having
jurisdiction over the Trustee.
In addition, such counsel shall furnish to the Underwriter
such opinions as to the treatment of the Trust Fund for
purposes of Massachusetts tax law as are reasonably
satisfactory to the Underwriter.
(g) KPMG Peat Marwick LLP shall have furnished to
the Underwriter a letter, dated as of the date of the
related Terms Agreement, in form and substance satisfactory
to the Underwriter, stating in effect that they have
performed certain specified procedures as a result of which
they have determined that such information as the
Underwriter may reasonably request of an accounting,
financial or statistical nature (which is limited to
accounting, financial or statistical information derived
from the general accounting records of the Company) set
forth in the related Prospectus Supplement under the
caption "Delinquency and Foreclosure Experience of the
Company" agrees with the accounting records of the Company,
excluding any questions of legal interpretation.
(h) KPMG Peat Marwick LLP shall have furnished to
the Underwriter a letter, dated as of the related Closing
Date, in form and substance satisfactory to the
Underwriter, stating in effect that they have performed
certain specified procedures as a result of which they have
determined that such information as the Underwriter may
reasonably request of an accounting, financial or
statistical nature (which is limited to accounting,
financial or statistical information derived from the
general accounting records of the Company and which is
obtained from an analysis of a sample of the Mortgage Loans
included in the related pool) set forth in the related
Prospectus Supplement under the caption "Description of the
Mortgage Pool and the Mortgaged Properties" or "Description
of the Mortgage Pools and the Mortgaged Properties", as the
case may be, and in the Detailed Description relating to
such Prospectus Supplement is mutually consistent and
agrees with the accounting records of the Company and,
where applicable, the related Mortgage Loan files of the
Company, excluding any questions of legal interpretation.
In addition, if applicable, such accountants shall have
furnished to the Underwriter a letter, dated as of the
related Closing Date, which shall include a statement or
statements to the effect that based upon the assumptions
and methodology agreed to by the 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
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<PAGE>
reference in such letter, such accountants shall have
verified the mathematical accuracy of any final PAC
Balances Table, TAC Balances Table, Scheduled Balances
Table, Maximum or Minimum Scheduled Balances Table or other
scheduled balances table attached as an exhibit to the
related Pooling
and Servicing Agreement.
(i) KPMG Peat Marwick LLP shall have furnished to
the Underwriter and the Company a letter or letters, dated
as of the date of the related Terms Agreement, in form and
substance satisfactory to the Underwriter and the Company,
including, without limitation, statements, if applicable,
to the effect that:
(i) based upon the assumptions and
methodology set forth in the related Prospectus, all
of which shall be described by reference in such
letter, they recomputed the percentages of initial
principal balance outstanding as of each of the
Distribution Dates (as defined in such Prospectus)
indicated and the weighted average lives of each Class
of Offered Certificates at each of the indicated
percentages of the applicable Prepayment Assumption,
and they compared the recomputed percentages and
weighted average lives to the corresponding
percentages and weighted average lives set forth in
the related tables and found them to be in agreement;
(ii) based upon the assumptions and
methodology set forth in such Prospectus, all of which
shall be described by reference in such letter, they
have verified the mathematical accuracy of any
Scheduled Final Distribution Dates for the Offered
Certificates, PAC Balances, TAC Balances, Scheduled
Balances, Maximum and Minimum Scheduled Balances or
any other scheduled balances set forth in such
Prospectus for each indicated Distribution Date, and
have verified the mathematical accuracy of any initial
Effective Ranges of any PAC Certificates, Scheduled
Certificates or other scheduled Certificates set forth
in such Prospectus; and
(iii) based upon the assumptions and
methodology set forth in such Prospectus, all of which
shall be described by reference in such letter, they
have verified the mathematical accuracy of the pre-tax
yields to maturity and, if applicable, aggregate cash
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
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<PAGE>
applicable, at the indicated values of COFI, LIBOR or
any other index, as applicable.
(j) The Offered Certificates of the related
Series shall have received the ratings specified in the
related Terms Agreement (the "Required Ratings").
(k) Prior to the related Closing Date, the
Company shall have furnished to the Underwriter such
further information, certificates and documents as the
Underwriter may reasonably request.
(l) If any Certificates of the related Series are
to be sold to any other underwriter and/or offered in
reliance upon an exemption from the registration
requirements of the Act, the sale at or prior to the
related Closing Date of such Certificates to the purchaser
thereof shall have occurred.
(m) Subsequent to the date of the related Terms
Agreement, there shall not have been any change, or any
development involving a prospective change, in or affecting
the business or properties of the Company which the
Underwriter concludes in its judgment, after consultation
with the Company, materially impairs the investment quality
of the Offered Certificates of the related Series so as to
make it impractical or inadvisable to proceed with the
public offering or the delivery of such Offered
Certificates as contemplated by the related Prospectus.
If any of the conditions specified in this Section 6
shall not have been fulfilled in all material respects with
respect to the particular Offered Certificates of a Series when
and as provided in this Agreement and the related Terms
Agreement, or if any of the opinions and certificates mentioned
above or elsewhere in this Agreement and the related Terms
Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Underwriter and its
counsel, this Agreement (with respect to the related Offered
Certificates) and the related Terms Agreement and all obligations
of the Underwriter hereunder (with respect to the related Offered
Certificates) and thereunder may be canceled at, or at any time
prior to, the related Closing Date by the Underwriter. Notice of
such cancellation shall be given to the Company in writing, or by
telephone or telegraph confirmed in writing.
7. Indemnification and Contribution. (a) The Company
agrees to indemnify and hold harmless the Underwriter and each
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
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<PAGE>
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 and
ABS Term Sheets (as defined in Section 9 below) in respect of
which the Company agrees to indemnify the Underwriter, as set
forth below, when such are read in conjunction with the related
Prospectus and Prospectus Supplement) to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading, and agrees to reimburse each
such indemnified party for any legal or other expenses reasonably
incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action; provided,
however, that (i) the Company will not be liable in any such case
to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or
alleged untrue statement or omission or alleged omission made
therein (A) in reliance upon and in conformity with written
information furnished to the Company as herein stated by or on
behalf of the Underwriter specifically for use in connection with
the preparation thereof or (B) in any Current Report or any
amendment or supplement thereof, except to the extent that any
untrue statement or alleged untrue statement therein or omission
therefrom results (or is alleged to have resulted) directly from
an error (a "Mortgage Pool Error") in the information concerning
the characteristics of the Mortgage Loans furnished by the
Company to the Underwriter in writing or by electronic
transmission that was used in the preparation of either (x) any
Computational Materials or ABS Term Sheets (or amendments or
supplements thereof) included in such Current Report (or
amendment or supplement thereof) or (y) any written or electronic
materials furnished to prospective investors on which the
Computational Materials (or amendments or supplements) were
based, (ii) such indemnity with respect to any Corrected
Statement (as defined below) in such Prospectus (or supplement
thereto) shall not inure to the benefit of the Underwriter (or
any person controlling the Underwriter) from whom the person
asserting any loss, claim, damage or liability purchased the
Certificates of the related Series that are the subject thereof
if such person did not receive a copy of a supplement to such
Prospectus at or prior to the confirmation of the sale of such
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
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<PAGE>
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 ABS
Term Sheets (or any written or electronic materials on which the
Computational Materials are based) 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
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
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<PAGE>
Underwriter), and the Underwriter confirms that such statements
are correct.
(c) Promptly after receipt by an indemnified party
under Section 7 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section 7, notify
the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not
relieve it from any liability which it may have to any
indemnified party otherwise than under this Section 7. In case
any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and
to the extent that it may elect by written notice delivered to
the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense
thereof, with counsel satisfactory to such indemnified party;
provided, however, that if the defendants in any such action
include both the indemnified party and the indemnifying party and
the indemnified party shall have reasonably concluded that there
may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available
to the indemnifying party, the indemnified party or parties shall
have the right to select separate counsel to assert such legal
defenses and to otherwise participate in the defense of such
action on behalf of such indemnified party or parties. Upon
receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and
approval by the indemnified party of counsel, the indemnifying
party will not be liable to such indemnified party under this
Section 7 for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof
unless (i) the indemnified party shall have employed separate
counsel in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence (it
being understood, however, that the indemnifying party shall not
be liable for the expenses of more than one separate counsel
approved by the indemnified party in the case of subparagraph (a)
or (b), representing the indemnified parties under subparagraph
(a) or (b), who are parties to such action), (ii) the
indemnifying party shall not have employed counsel satisfactory
to the indemnified party to represent the indemnified party
within a reasonable time after notice of commencement of the
action or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of
the indemnifying party; and except that, if clause (i) or (iii)
is applicable, such liability shall be only in respect of the
counsel referred to in such clause (i) or (iii).
(d) If the indemnification provided for in paragraph
(a) or (b) of this Section 7 is due in accordance with its terms
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<PAGE>
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 on which the Computational
Materials are based, in such proportion as is appropriate
to reflect the relative fault of the Company on the one
hand and the Underwriter on the other in connection with
the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect
thereof) as well as any other relevant equitable
considerations. The relative fault shall be determined by
reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission
or alleged omission to state a material fact in such
Computational Materials or ABS Term Sheets (or any
amendments or supplements thereof or such written or
electronic materials) results from information prepared by
the Company on the one hand or the Underwriter on the other
and the parties' relative intent, knowledge, access to
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<PAGE>
information and opportunity to correct or prevent such
statement or omission.
Notwithstanding anything to the contrary in this Section 7(d), no
person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 7, each person
who controls the Underwriter within the meaning of either the Act
or the Exchange Act shall have the same rights to contribution as
the Underwriter, and each person who controls the Company within
the meaning of either the Act or the Exchange Act, each officer
of the Company who shall have signed the Registration Statement
and each director of the Company shall have the same rights to
contribution as the Company, subject in each case to the
immediately preceding sentence of this paragraph (d).
8. Computational Materials and Structural Term Sheets.
(a) Not later than 10:30 a.m., New York time, on the business day
before the date on which the Current Report relating to the
Offered Certificates of a Series is required to be filed by the
Company with the Commission pursuant to Section 5(b) hereof, the
Underwriter shall deliver to the Company five complete copies of
all materials provided by the Underwriter to prospective
investors in such Offered Certificates which constitute (i)
"Computational Materials" within the meaning of the no-action
letter dated May 20, 1994 issued by the Division of Corporation
Finance of the Commission to Kidder, Peabody Acceptance
Corporation I, Kidder, Peabody & Co. Incorporated, and Kidder
Structured Asset Corporation and the no-action letter dated May
27, 1994 issued by the Division of Corporation Finance of the
Commission to the Public Securities Association (together, the
"Kidder Letters"), the filing of which material is a condition of
the relief granted in such letter (such materials being the
"Computational Materials"), and (ii) "Structural Term Sheets"
within the meaning of the no-action letter dated February 17,
1995 issued by the Division of Corporation Finance of the
Commission to the Public Securities Association (the "PSA
Letter"), the filing of which material is a condition of the
relief granted in such letter (such materials being the
"Structural Term Sheets"). Each delivery of Computational
Materials and Structural Term Sheets to the Company pursuant to
this paragraph (a) shall be effected by delivering four copies of
such materials to counsel for the Company on behalf of the
Company at the address specified in Section 3 hereof and one copy
of such materials to the Company.
(b) The Underwriter represents and warrants to and
agrees with the Company, as of the date of the related Terms
Agreement and as of the Closing Date, that:
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(i) the Computational Materials furnished to the
Company pursuant to Section 8(a) constitute (either in
original, aggregated or consolidated form) all of the
materials furnished to prospective investors by the
Underwriter prior to the time of delivery thereof to
the Company that are required to be filed with the
Commission with respect to the related Offered
Certificates in accordance with the Kidder Letters,
and such Computational Materials comply with the
requirements of the Kidder Letters;
(ii) the Structural Term Sheets furnished to the
Company pursuant to Section 8(a) constitute all of the
materials furnished to prospective investors by the
Underwriter prior to the time of delivery thereof to
the Company that are required to be filed with the
Commission as "Structural Term Sheets" with respect to
the related Offered Certificates in accordance with
the PSA Letter, and such Structural Term Sheets comply
with the requirements of the PSA Letter;
(iii) on the date any such Computational Materials
or Structural Term Sheets with respect to such Offered
Certificates (or any written or electronic materials
furnished to prospective investors on which the
Computational Materials are based) were last furnished
to each prospective investor and on the date of
delivery thereof to the Company pursuant to Section
8(a) and on the related Closing Date, such
Computational Materials (or such other materials) or
Structural Term Sheets did not and will not include
any untrue statement of a material fact or, when read
in conjunction with the related Prospectus and
Prospectus Supplement, omit to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading;
(iv) the Underwriter has not represented to any
prospective investor that any Computational Materials
or Structural Term Sheets with respect to any Series
were prepared or disseminated on behalf of the
Company, and, from and after January 26, 1996, all
Computational Materials and Structural Term Sheets
furnished to prospective investors (and all written
and electronic materials furnished to prospective
investors on which the Computational Materials are
based) included a disclaimer to the effect set forth
in Section 8(c); and
(v) at the time any Computational Materials (or
any written or electronic materials furnished to
prospective investors on which the Computational
Materials are based) with respect to such Offered
- 24 -
<PAGE>
Certificates were furnished to a prospective investor
and on the date of the related Terms Agreement, the
Underwriter possessed, and on the date of delivery of
such materials to the Company pursuant to this Section
8 and on the related Closing Date, the Underwriter
will possess, the capability, knowledge, expertise,
resources and systems of internal control necessary to
ensure that such Computational Materials conform to
the representations and warranties of the Underwriter
contained in subparagraphs (i) and (iii) above of this
paragraph (b).
Notwithstanding the foregoing, the Underwriter makes no
representation or warranty as to whether any Computational
Materials or Structural Term Sheets (or any written or electronic
materials on which the Computational Materials are based)
included or will include any untrue statement resulting directly
from any Mortgage Pool Error (except any Corrected Mortgage Pool
Error, with respect to materials prepared after the receipt by
the Underwriter from the Company of notice of such Corrected
Mortgage Pool Error or materials superseding or correcting such
Corrected Mortgage Pool Error).
(c) The Underwriter acknowledges and agrees that the
Company has not authorized and will not authorize the
distribution of any Computational Materials (or any written or
electronic materials on which the Computational Materials are
based) or Structural Term Sheets to any prospective investor, and
agrees that any Computational Materials or Structural Term Sheets
with respect to any Series of Certificates furnished to
prospective investors from and after the date hereof shall
include a disclaimer in form satisfactory to the Company to the
effect that such materials have been prepared and disseminated
solely by and on behalf of the Underwriter, and that the Company
has not reviewed or participated in the preparation or
dissemination of such materials and is not responsible for the
contents or accuracy thereof. The Underwriter agrees that it will
not represent to prospective investors that any Computational
Materials or Structural Term Sheets were prepared or disseminated
on behalf of the Company.
(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 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
- 25 -
<PAGE>
Supplement, not misleading, or if it shall be necessary to amend
or supplement any Current Report relating to any Computational
Materials or Structural Term Sheets to comply with the Act or the
rules thereunder, the Underwriter promptly will prepare and
furnish to the Company for filing with the Commission an
amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance. The
Underwriter represents and warrants to the Company, as of the
date of delivery of such amendment or supplement to the Company,
that such amendment or supplement will not include any untrue
statement of a material fact or, when read in conjunction with
the related Prospectus and Prospectus Supplement, omit to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading. 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 such Offered Certificates which constitute
"Collateral Term Sheets." Each delivery of a Collateral Term
Sheet to the Company pursuant to this paragraph (a) shall be
effected by delivering four copies of such materials to counsel
for the Company on behalf of the Company at the address specified
in Section 3 hereof and one copy of such materials to the
Company. (Collateral Term Sheets and Structural Term Sheets are,
together, referred to herein as "ABS Term Sheets.") At the time
of each such delivery, the Underwriter shall indicate in writing
that the materials being delivered constitute Collateral Term
Sheets, and, if there has been any
- 26 -
<PAGE>
prior such delivery with respect to the related Series, shall
indicate whether such materials differ in any material respect
from any Collateral Term Sheets previously delivered to the
Company with respect to such Series pursuant to this Section 9(a)
as a result of the occurrence of a material change in the
characteristics of the related Mortgage Loans.
(b) The Underwriter represents and warrants to and
agrees with the Company as of the date of the related Terms
Agreement and as of the Closing Date, that:
(i) The Collateral Term Sheets furnished to
the Company pursuant to Section 9(a) constitute all of the
materials furnished to prospective investors by the
Underwriter prior to time of delivery thereof to the
Company that are required to be filed with the Commission
as "Collateral Term Sheets" with respect to the related
Offered Certificates in accordance with the PSA Letter, and
such Collateral Term Sheets comply with the requirements of
the PSA Letter;
(ii) On the date any such Collateral Term
Sheets with respect to such Offered Certificates were last
furnished to each prospective investor and on the date of
delivery thereof to the Company pursuant to Section 9(a)
and on the related Closing Date, such Collateral Term
Sheets did not and will not include any untrue statement of
a material fact or, when read in conjunction with the
Prospectus and Prospectus Supplement, omit to state a
material fact required to be stated therein or necessary to
make the statements therein not misleading; and
(iii) the Underwriter has not represented to
any prospective investor that any Collateral Term Sheets
with respect to any Series were prepared or disseminated on
behalf of the Company, and, except as otherwise disclosed
by the Underwriter to the Company in writing prior to the
date hereof, all Collateral Term Sheets previously
furnished to prospective investors included a disclaimer to
the effect set forth in Section 8(c).
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
- 27 -
<PAGE>
furnished to prospective investors from and after the date hereof
shall include a disclaimer in form satisfactory to the Company to
the effect set forth in Section 8(c) hereof, and to the effect
that the information contained in such materials supersedes the
information contained in any prior Collateral Term Sheet with
respect to such Series of Offered Certificates and will be
superseded by the description of the related Mortgage Loans in
the related Prospectus Supplement and in the Detailed Description
relating to such Prospectus Supplement to be filed under cover of
Form 8-K. The Underwriter agrees that it will not represent to
prospective investors that any Collateral Term Sheets were
prepared or disseminated on behalf of the Company.
(d) If, at any time when a prospectus relating to the
Offered Certificates of a Series is required to be delivered
under the Act, it shall be necessary to amend or supplement the
related Prospectus as a result of an untrue statement of a
material fact contained in any Collateral Term Sheets provided by
the Underwriter pursuant to this Section 9 or the omission to
state therein a material fact required, when considered in
conjunction with the related Prospectus and Prospectus
Supplement, to be stated therein or necessary to make the
statements therein, when read in conjunction with the related
Prospectus and Prospectus Supplement, not misleading, or if it
shall be necessary to amend or supplement any Current Report
relating to any Collateral Term Sheets to comply with the Act or
the rules thereunder, the Underwriter promptly will prepare and
furnish to the Company for filing with the Commission an
amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance. The
Underwriter represents and warrants to the Company, as of the
date of delivery of such amendment or supplement to the Company,
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, 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
- 28 -
<PAGE>
the accuracy or adequacy of, or to correct, any such amendment or
supplement provided by the Underwriter to the Company pursuant to
this paragraph (d) or (ii) such filing is not required under the
Act.
10. Termination. This Agreement (with respect to a
particular Certificate Offering) and the related Terms Agreement
shall be subject to termination in the absolute discretion of the
Underwriter, by notice given to the Company prior to delivery of
and payment for the related Offered Certificates, if prior to the
related Closing Date (i) trading in securities generally on the
New York Stock Exchange shall have been suspended or materially
limited, (ii) a general moratorium on commercial banking
activities in New York shall have been declared by either federal
or New York State authorities, or (iii) there shall have occurred
any outbreak or material escalation of hostilities or other
calamity or crisis the effect of which on the financial markets
of the United States is such as to make it, in the reasonable
judgment of the Underwriter, impracticable to market such Offered
Certificates.
11. Representations and Indemnities to Survive
Delivery. The agreements, representations, warranties,
indemnities and other statements of the Company or its officers
and of the Underwriter set forth in or made pursuant to this
Agreement and the related Terms Agreement will remain in full
force and effect, regardless of any investigation made by or on
behalf of the Underwriter or the Company or any of the officers,
directors or controlling persons referred to in Section 7 hereof,
and will survive delivery of and payment for the related Offered
Certificates. The provisions of Section 7 hereof shall survive
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
- 29 -
<PAGE>
Agreement or any term of each may not be changed, waived,
discharged or terminated except by an affirmative written
agreement made by the party against whom enforcement of the
change, waiver, discharge or termination is sought. The headings
in this Agreement and the related Terms Agreement are for
purposes of reference only and shall not limit or otherwise
affect the meaning hereof or thereof.
15. Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to the
Underwriter, will be delivered to it at the address first above
written; or if sent to the Company, will be delivered to GE
Capital Mortgage Services, Inc., Three Executive Campus, Cherry
Hill, New Jersey 08002, Attention: General Counsel.
<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.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By:
Name:
Title:
- 31 -
<PAGE>
EXHIBIT A
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES ____-__
TERMS AGREEMENT
(to Underwriting Agreement,
dated March [ ], 1996
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus [Date]
Cherry Hill, NJ 08034
Donaldson, Lufkin & Jenrette Securities Corporation
(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,
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
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
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES 1998-16
TERMS AGREEMENT
(to Underwriting Agreement,
dated March 21, 1996,
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus September 22, 1998
Cherry Hill, NJ 08002
Donaldson, Lufkin & Jenrette Securities Corporation
(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
1998-16 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 1998-16 Certificates are registered with the
Securities and Exchange Commission by means of an effective
Registration Statement (No. 333-51151). Capitalized terms used
and not defined herein have the meanings given them in the
Underwriting Agreement.
Section 1. The Mortgage Pool: The Series 1998-16
Certificates shall evidence the entire beneficial ownership
interest in a mortgage pool (the "Mortgage Pool") of
conventional, fixed-rate, first-lien, fully-amortizing, one- to
four-family residential mortgage loans (the "Mortgage Loans")
having the following characteristics as of September 1, 1998 (the
"Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pool:
$249,404,292.56 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
$237,500,000 or greater than $262,500,000.
(b) Original Terms to Maturity: The original term to
maturity of substantially all of the Mortgage Loans included in
the Mortgage Pool shall be between 10 and 15 years.
Section 2. The Certificates: The Offered Certificates shall
be issued as follows:
<PAGE>
(a) Classes: The Offered Certificates shall be issued with
the following Class designations, interest rates and principal
balances, subject in the aggregate to the variance referred to in
Section 1(a):
Class
Purchase
Principal Interest Price
Class Balance Rate Percentage
----- --------- -------- ----------
Class M 1,870,532 6.50% 100.00%
Class B1 623,510 6.50 98.50%
Class B2 623,510 6.50 97.00%
(b) The Offered Certificates shall have such other
characteristics as described in the related Prospectus.
Section 3. Purchase Price: The Purchase Price for each
Class of the Offered Certificates shall be the Class Purchase
Price Percentage therefor (as set forth in Section 2(a) above) of
the initial Class Certificate Principal Balance thereof plus
accrued interest at the initial interest rate per annum from and
including the Cut-off Date up to, but not including, September
24, 1998 (the "Closing Date").
Section 4. Required Ratings: The Class M, Class B1 and
Class B2 Certificates shall have received Required Ratings of at
least "AA," "A" and "BBB," respectively, from S&P
Section 5. Tax Treatment: One or more elections will be
made to treat the assets of the Trust Fund as a REMIC.
2
<PAGE>
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the
undersigned a counterpart hereof, whereupon this letter and your
acceptance shall represent a binding agreement between the
Underwriter and the Company.
Very truly yours,
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By:___________________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
GE CAPITAL MORTGAGE SERVICES, INC.
By:______________________________
Name:
Title:
Execution
=================================================================
GE CAPITAL MORTGAGE SERVICES, INC.,
Seller and Servicer
and
STATE STREET BANK AND TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1998
REMIC Multi-Class Pass-Through Certificates,
Series 1998-16
=================================================================
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions......................................1
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.....................34
Section 2.02. Acceptance by Trustee............................38
Section 2.03. Representations and
Warranties of the Company; Mortgage Loan
Repurchase.......................................39
Section 2.04. Execution of Certificates........................45
Section 2.05. The REMICs.......................................45
Section 2.06. Designations under the REMIC Provisions..........47
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Company to Act as Servicer.......................48
Section 3.02. Collection of Certain Mortgage Loan
Payments; Mortgage Loan Payment Record;
Certificate Account..............................51
Section 3.03. Collection of Taxes, Assessments and
Other Items......................................54
Section 3.04. Permitted Debits to the Mortgage
Loan Payment Record..............................54
Section 3.05. Maintenance of the Primary Insurance Policies....55
Section 3.06. Maintenance of Hazard Insurance..................56
Section 3.07. Assumption and Modification Agreements...........57
Section 3.08. Realization Upon Defaulted Mortgage Loans........57
Section 3.09. Trustee to Cooperate; Release
of Mortgage Files................................60
Section 3.10. Servicing Compensation; Payment of
Certain Expenses by the Company..................61
Section 3.11. Reports to the Trustee; Certificate
Account Statements...............................61
Section 3.12. Annual Statement as to Compliance................61
Section 3.13. Annual Independent Public Accountants'
Servicing Report.................................62
Section 3.14. Access to Certain Documentation and
Information Regarding the Mortgage Loans.........62
Section 3.15. Maintenance of Certain Servicing Policies........62
Section 3.16. Optional Purchase of Defaulted Mortgage Loans....63
<PAGE>
ARTICLE IV
PAYMENTS AND STATEMENTS
Section 4.01. Distributions....................................63
Section 4.02. Method of Distribution...........................66
Section 4.03. Allocation of Losses.............................67
Section 4.04. Monthly Advances; Purchases
of Defaulted Mortgage Loans......................69
Section 4.05. Statements to Certificateholders.................70
Section 4.06. Servicer's Certificate...........................72
Section 4.07. Reports of Foreclosures and Abandonments
of Mortgaged Property............................72
Section 4.08. Reduction of Base Servicing Fees
by Compensating Interest Payments................72
Section 4.09. Surety Bond......................................72
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.................................73
Section 5.02. Registration of Transfer and
Exchange of Certificates.........................74
Section 5.03. Mutilated, Destroyed, Lost or
Stolen Certificates..............................79
Section 5.04. Persons Deemed Owners............................80
Section 5.05. Access to List of Certificateholders'
Names and Addresses..............................80
Section 5.06. Representation of Certain Certificateholders.....80
Section 5.07. Determination of COFI............................80
Section 5.08. Determination of LIBOR...........................81
ARTICLE VI
THE COMPANY
Section 6.01. Liability of the Company.........................83
Section 6.02. Merger or Consolidation of, or
Assumption of the Obligations of,
the Company......................................83
Section 6.03. Assignment.......................................83
Section 6.04. Limitation on Liability of
the Company and Others...........................83
Section 6.05. The Company Not to Resign........................84
ARTICLE VII
DEFAULT
Section 7.01. Events of Default................................84
Section 7.02. Trustee to Act; Appointment of Successor.........85
Section 7.03. Notification to Certificateholders...............86
ii
<PAGE>
ARTICLE VIII
THE TRUSTEE
Section 8.01. Duties of Trustee................................86
Section 8.02. Certain Matters Affecting the Trustee............88
Section 8.03. Trustee Not Liable for Certificates
or Mortgage Loans................................89
Section 8.04. Trustee May Own Certificates.....................89
Section 8.05. The Company to Pay Trustee's
Fees and Expenses................................89
Section 8.06. Eligibility Requirements for Trustee.............89
Section 8.07. Resignation or Removal of Trustee................90
Section 8.08. Successor Trustee................................90
Section 8.09. Merger or Consolidation of Trustee...............91
Section 8.10. Appointment of Co-Trustee or Separate Trustee....91
Section 8.11. Compliance with REMIC Provisions; Tax Returns....92
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Repurchase by
the Company or Liquidation of All
Mortgage Loans...................................92
Section 9.02. Additional Termination Requirements..............94
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment.......................................95
Section 10.02. Recordation of Agreement........................96
Section 10.03. Limitation on Rights of Certificateholders......96
Section 10.04. Governing Law...................................97
Section 10.05. Notices.........................................97
Section 10.06. Notices to the Rating Agencies..................97
Section 10.07. Severability of Provisions......................97
Section 10.08. Certificates Nonassessable and Fully Paid.......97
iii
<PAGE>
Exhibits
- --------
EXHIBIT A Forms of Certificates
EXHIBIT B Principal Balance Schedules
EXHIBIT C Mortgage Loans (including list of Cooperative 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 Schedule of Designated Loans
EXHIBIT N Schedule of Pledged Asset Mortgage Loans
EXHIBIT O Senior Principal Priorities
iv
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of
September 1, 1998, between GE CAPITAL MORTGAGE SERVICES, INC., a
corporation organized and existing under the laws of the State of
New Jersey, and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts banking corporation, as Trustee.
W I T N E S S E T H T H A T :
In consideration of the mutual agreements herein
contained, GE Capital Mortgage Services, Inc. and State Street
Bank and Trust Company agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. Whenever used in this
Agreement, the following words and phrases, unless the context
otherwise requires, shall have the following meanings:
Accretion Directed Certificate: None.
Accretion Directed Component: None.
Accretion Termination Date: As to the Accrual
Certificates, the earlier of (i) the Cross-Over Date; and
(ii) the Distribution Date on which the Class Certificate
Principal Balance of each Class of Accretion Directed
Certificates has been reduced to zero.
Accrual Amount: As to any Class of Accrual Certificates
and any Accrual Component and each Distribution Date through
the related Accretion Termination Date, the sum of (x) any
amount of Accrued Certificate Interest allocable to such
Class or Component pursuant to Section 4.01(a)(i) on such
Distribution Date and (y) any amount of Unpaid Class
Interest Shortfall allocable to such Class or Component
pursuant to Section 4.01(a)(ii) on such Distribution Date,
to the extent that such amounts are distributed to any
Accretion Directed Certificates and any Accretion Directed
Components pursuant to Section 4.01(e). As to any Class of
Accrual Certificates and any Accrual Component and each
Distribution Date after the related Accretion Termination
Date, zero.
Accrual Certificates: None.
Accrual Component: None.
Accrued Certificate Interest: As to any Distribution
Date and any Class of Certificates (other than any Class of
Principal Only Certificates and any Class of Certificates
consisting of Specified Components), interest accrued during
the related Interest Accrual Period at the applicable
Certificate Interest Rate on the Class Certificate Principal
Balance (or, in the case of any Class of Notional
Certificates, on the aggregate Notional 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
<PAGE>
Distribution Date and any Specified Component (other than
any Principal Only Component), interest accrued during the
related Interest Accrual Period at the applicable Component
Interest Rate on the Component Principal Balance (or
Notional Component Principal Balance) thereof immediately
prior to such Distribution Date, calculated on the basis of
a 360-day year consisting of twelve 30-day months. As to any
Distribution Date and any Class of Certificates consisting
of Specified Components, the aggregate of Accrued
Certificate Interest on such Specified Components for such
Distribution Date.
Accrued Certificate Interest on each Class of
Certificates (other than any Class of Principal Only
Certificates and any Class of Certificates consisting of
Specified Components) and any Specified Component (other
than any Principal Only Component) shall be reduced by such
Class's or Specified Component's share of the amount of any
Net Interest Shortfall and Certificate Interest Losses for
such Distribution Date. Any Net Interest Shortfall and
Certificate Interest Losses shall be allocated among (x) the
Classes of Certificates (other than any Class of Principal
Only Certificates and any Class of Certificates consisting
of Specified Components) and (y) the 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
guarantee, the related home equity line of credit loan and
any related collateral.
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%.
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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 1999.
Assignment of Proprietary Lease: With respect to a
Cooperative Loan, the assignment of the related Proprietary
Lease from the Mortgagor to the originator of the
Cooperative Loan.
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 Remittance 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 Remittance 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 and Defaulted 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, (y) the
amount of any Unanticipated Recovery credited to the
Mortgage Loan Payment Record pursuant to clause (vi) of
Section 3.02(b), and (z) amounts permitted to be debited
from the Mortgage Loan Payment Record pursuant to clauses
(i) through (vii) and (ix) of Section 3.04.
Bankruptcy Coverage Termination Date: The Distribution
Date upon which the Bankruptcy Loss Amount has been reduced
to zero or a negative number (or the Cross-Over Date, if
earlier).
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Bankruptcy Loss Amount: As of any Determination Date
prior to the first Anniversary Determination Date, the
Bankruptcy Loss Amount shall equal $100,000, as reduced by
the aggregate amount of Deficient Valuations and Debt
Service Reductions since the Cut-off Date. As of any
Determination Date after the first Anniversary Determination
Date, other than an Anniversary Determination Date, the
Bankruptcy Loss Amount shall equal the Bankruptcy Loss
Amount on the immediately preceding Anniversary
Determination Date as reduced by the aggregate amount of
Deficient Valuations and Debt Service Reductions since such
preceding Anniversary Determination Date. As of any
Anniversary Determination Date, the Bankruptcy Loss Amount
shall equal the lesser of (x) the Bankruptcy Loss Amount as
of the preceding Determination Date as reduced by any
Deficient Valuations and Debt Service Reductions for the
preceding Distribution Date, and (y) the greater of (i) the
Fitch Formula Amount for such Anniversary Determination Date
and (ii) the Formula Amount for such Anniversary
Determination Date.
The Bankruptcy Loss Amount may be further reduced by
the Company (including accelerating the manner in which such
coverage is reduced) provided that prior to any such
reduction, the Company shall obtain written confirmation
from each Rating Agency that such reduction shall not
adversely affect the then-current rating assigned to the
related Classes of Certificates by such Rating Agency and
shall provide a copy of such written confirmation to the
Trustee.
Base 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 Base
Servicing Fee Rate for such Mortgage Loan. The Base
Servicing Fee for any Distribution Date is subject to
adjustment pursuant to Section 3.08(d)(with respect to a
Realized Loss) or the definition of Interest Loss (with
respect to the interest portion of a Debt Service
Reduction).
Base 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.
BBA: The British Bankers' Association.
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 B3, Class B4, Class B5, Class R, Class RL and Class PO
Certificates, constitutes a Class of Book-Entry
Certificates.
Book-Entry Nominee: As defined in Section 5.02(b).
4
<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.
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 Loss: (i) On or prior to the
Cross-Over Date, any Interest Loss in respect of an Excess
Loss and (ii) after the Cross-Over Date, any Interest Loss,
in each case to the extent such Interest Loss is allocable
to the Certificates in accordance with Section 3.08(d) (with
respect to a Realized Loss) or the definition of Interest
Loss (with respect to the interest portion of a Debt Service
Reduction).
Certificate Interest Rate: With respect to any Class of
Certificates, other than any LIBOR Certificates, and as of
any Distribution Date, the per annum fixed rate specified in
Section 5.01(b). With respect to any 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(e).
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, 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.
5
<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 A3 Percentage: With respect to any Distribution
Date, the percentage (carried to six decimal places)
obtained by dividing (x) the Class Certificate Principal
Balance of the Class A3 Certificates immediately preceding
such Distribution Date, by (y) the aggregate Certificate
Principal Balance of all the Senior Certificates (other than
the Class PO Certificates) immediately preceding such
Distribution Date.
Class A3 Prepayment Distribution Percentage: 0% through
the Distribution Date in September 2003; 30% thereafter
through the Distribution Date in September 2004; 40%
thereafter through the Distribution Date in September 2005;
60% thereafter through the Distribution Date in September
2006; 80% thereafter through the Distribution Date in
September 2007; and 100% thereafter.
Class A3 Principal Distribution Amount: With respect to
any Distribution Date, the sum of (a) the total of the
amounts described in clauses (i) and (iii) of the definition
of Senior Optimal Principal Amount for such date multiplied
by the Class A3 Percentage for such date and (b) the total
of the amounts described in clauses (ii), (iv) and (v) of
the definition of Senior Optimal Principal Amount for such
date multiplied by the product of (x) the Class A3
Percentage for such date and (y) the Class A3 Prepayment
Distribution Percentage for such date; provided, however,
that (i) on the Group I Final Distribution Date, the Class
A3 Principal Distribution Amount will be increased by any
remaining amounts pursuant to clause (b)(ii)(B) of priority
third of the Senior Principal Priorities after distributions
of principal have been made on the Group I Senior
Certificates and (ii) following the Group I Final
Distribution Date, the Class A3 Principal Distribution
Amount will equal the amount set forth in clause (b)(ii) of
priority third of the Senior Principal Priorities.
Class B Certificate: Any Class B1, Class B2, Class B3,
Class B4 or Class B5 Certificate.
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<PAGE>
Class Certificate Principal Balance: As to any Class of
Certificates, other than any Class of Notional Certificates,
and as of any date of determination, the aggregate of the
Certificate Principal Balances of all Certificates of such
Class. The Class Certificate Principal Balance of each such
Class of Certificates as of the Closing Date is specified in
Section 5.01(b).
Class Interest Shortfall: As to any Distribution Date
and any Class of Certificates (other than any Class of
Principal Only Certificates or any Class consisting of
Specified Components) or any Specified Component, any amount
by which the amount distributed to Holders of such Class of
Certificates or in respect of such Specified Component (or
added to the Class Certificate Principal Balance of any
Class of Accrual Certificates or to the Component Principal
Balance of any Accrual Component constituting a Specified
Component) on such Distribution Date is less than the
Accrued Certificate Interest thereon or in respect thereof
for such Distribution Date. As to any Distribution Date and
any Class of Certificates consisting of Specified
Components, the sum of the Class Interest Shortfalls for
such Components on such date.
Class PO Deferred Amount: As to any Distribution Date
on or prior to the Cross-Over Date, the aggregate of the
applicable PO Percentage of the principal portion of each
Realized Loss, other than any Excess Loss, to be allocated
to the Class PO Certificates on such Distribution Date or
previously allocated to the Class PO Certificates and not
yet paid to the Holders of the Class PO Certificates
pursuant to Section 4.01(a)(iv).
Closing Date: September 24, 1998.
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
7
<PAGE>
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 Base Servicing Fees
that the Company would be entitled to retain on such
Distribution Date (less any portion thereof paid as
servicing compensation to any Primary Servicer) without
giving effect to any Compensating Interest Payment.
Component: Any of the components of a Class of
Component Certificates having the designations and the
initial Component Principal Balances as follows:
Designation Initial Component
Principal Balance
------------ -----------------
N/A N/A
Component Certificate: None.
Component Interest Rate: None.
Component Principal Balance: As of any Distribution
Date, and with respect to any Component, other than any
Notional Component, the initial Component Principal Balance
thereof (as set forth, as applicable, in the definition of
Component) (plus, in the case of any Accrual Component, any
related Accrual Amount for each previous Distribution Date)
less the sum of (x) all amounts distributed in reduction
thereof on previous Distribution Dates pursuant to Section
4.01 and (y) the amount of all Realized Losses allocated
thereto pursuant to Section 4.03(d).
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.
Cooperative: A private, cooperative housing corporation
organized in accordance with applicable state laws which
owns or leases land and all or part of a building or
buildings located in the relevant state, including
apartments, spaces used for commercial purposes and common
areas therein and whose board of directors authorizes, among
other things, the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a
multi-dwelling building owned or leased by a Cooperative,
which unit the Mortgagor has an exclusive right to occupy
pursuant to the terms of one or more Proprietary Leases.
Cooperative Loans: Any of the Mortgage Loans made in
respect of a Cooperative Apartment, evidenced by a Mortgage
Note and secured by (i) a Security Agreement, (ii) the
related Cooperative Stock Certificate(s), (iii) an
assignment of the Proprietary Lease(s), (iv) financing
statements and (v) a stock power (or other similar
instrument), and in addition thereto, a recognition
agreement between the Cooperative and the originator of the
Cooperative Loan, each of which was transferred and assigned
to the
8
<PAGE>
Trustee pursuant to Section 2.01 and are from time to time
held as part of the Trust Fund. The Mortgage Loans
identified as such in Exhibit C hereto are Cooperative
Loans.
Cooperative Stock: With respect to a Cooperative Loan,
the single outstanding class of stock, partnership interest
or other ownership instrument in the related Cooperative.
Cooperative Stock Certificate: With respect to a
Cooperative Loan, the stock certificate(s) or other
instrument evidencing the related Cooperative Stock.
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 Two
International Place, 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, 1998.
Debt Service Reduction: As to any Mortgage Loan and any
Determination Date, the excess of (a) the then current
Monthly Payment for such Mortgage Loan over (b) the amount
of the monthly payment of principal and interest required to
be paid by the Mortgagor as established by a court of
competent jurisdiction as a result of a proceeding initiated
by or against the related Mortgagor under the Bankruptcy
Code, as amended from time to time (11 U.S.C.).
Defaulted Mortgage Loan: With respect to any
Determination Date, a Mortgage Loan as to which the related
Mortgagor has failed to make unexcused payment in full of a
total of three or more consecutive installments of principal
and interest, and as to which such delinquent installments
have not been paid, as of the close of business on the last
Business Day of the month next preceding the month of such
Determination Date.
Defective Mortgage Loan: Any Mortgage Loan which is
required to be purchased by the Company (or which the
Company may replace with a substitute Mortgage Loan)
pursuant to Section 2.02 or 2.03(a).
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<PAGE>
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 time
to time, the Depository effects book-entry transfers and
pledges of securities deposited with such Depository.
Designated Loan Closing Documents: With respect to any
Designated Loan, a Lost Note Affidavit substantially in the
form of Exhibit L, and an assignment of the related Mortgage
to the Trustee in recordable form (except for the omission
therein of recording information concerning such Mortgage).
Designated Loans: None.
Designated Telerate Page: The Dow Jones Telerate
Service page 3750 (or such other page as may replace page
3750 on that service or such other service as may be
nominated by the BBA for the purpose of displaying the
Interest Settlement Rates).
Determination Date: With respect to any Distribution
Date, the fifth Business Day prior thereto.
Discount Mortgage Loan: Any Mortgage Loan with a Net
Mortgage Rate less than 6.50% 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
10
<PAGE>
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.
Due Date: The first day of the month of the related
Distribution Date.
Eligible Account: An account that is either (i)
maintained with a depository institution the debt
obligations of which have been rated by each Rating Agency
in one of its two highest long-term rating categories and
has been assigned by S&P its highest short-term rating, (ii)
an account or accounts the deposits in which are fully
insured by either the BIF or the SAIF, (iii) an account or
accounts, in a depository institution in which such accounts
are insured by the BIF or the SAIF (to the limits
established by the FDIC), the uninsured deposits in which
accounts are either invested in Permitted Investments or are
otherwise secured to the extent required by the Rating
Agencies such that, as evidenced by an Opinion of Counsel
delivered to the Trustee, the Certificateholders have a
claim with respect to the funds in such account or a
perfected first security interest against any collateral
(which shall be limited to Permitted Investments) securing
such funds that is superior to claims of any other
depositors or creditors of the depository institution with
which such account is maintained, (iv) a trust account
maintained with the corporate trust department of a federal
or state chartered depository institution or of a trust
company with trust powers and acting in its fiduciary
capacity for the benefit of the Trustee hereunder or (v)
such account as will not cause either Rating Agency to
downgrade or withdraw its then-current rating assigned to
the Certificates, as evidenced in writing by the Rating
Agencies.
ERISA: The Employee Retirement Income Security Act of
1974, as amended.
ERISA-Restricted Certificate: Any Junior Certificate.
Event of Default: An event described in Section 7.01.
Excess Bankruptcy Loss: Any Deficient Valuation or Debt
Service Reduction, or portion thereof, (i) occurring after
the Bankruptcy Coverage Termination Date or (ii) if on such
date, in excess of the then-applicable Bankruptcy Loss
Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof,
(i) occurring after the Fraud Coverage Termination Date or
(ii) if on such date, in excess of the then-applicable Fraud
Loss Amount.
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<PAGE>
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 IBCA, Inc. 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.
Formula Amount: As to each Anniversary Determination
Date, the greater of (i) $100,000 and (ii) the product of
(x) 0.06% and (y) the Scheduled Principal Balance of each
Mortgage Loan remaining in the Mortgage Pool whose original
principal balance was 75% or greater of the Original Value
thereof.
Fraud Coverage Termination Date: The Distribution Date
upon which the related Fraud Loss Amount has been reduced to
zero or a negative number (or the Cross-Over Date, if
earlier).
Fraud Loss: Any Realized Loss attributable to fraud in
the origination of the related Mortgage Loan.
Fraud Loss Amount: As of any Distribution Date after
the Cut-off Date, (x) prior to the first anniversary of the
Cut-off Date, an amount equal to $2,494,043 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 to
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% (from
the first to but excluding
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<PAGE>
the third anniversaries of the Cut-off Date) or 0.5% (from
and including the third to but excluding the fifth
anniversaries of the Cut-off Date) of the aggregate
outstanding principal balance of all of the Mortgage Loans
as of the most recent anniversary of the Cut-off 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. On or after the
fifth anniversary of the Cut-off Date the Fraud Loss Amount
shall be zero.
Group I Final Distribution Date: The Distribution Date
on which the aggregate Certificate Principal Balance of the
Group I Senior Certificates is reduced to zero.
Group I Senior Certificate: Any Class A1, Class A2,
Class A5, Class R or Class RL Certificate.
Group II Senior Certificate: Any Class A3 Certificate.
Initial Certificate Principal Balance: With respect to
any Certificate, other than a Notional Certificate, the
Certificate Principal Balance of such Certificate or any
predecessor Certificate on the Closing Date.
Initial LIBOR Rate: None.
Insurance Proceeds: Proceeds paid pursuant to the
Primary Insurance Policies, if any, and amounts paid by any
insurer pursuant to any other insurance policy covering a
Mortgage Loan.
Insured Expenses: Expenses covered by the Primary
Insurance Policies, if any, or any other insurance policy or
policies applicable to the Mortgage Loans.
Interest Accrual Period: With respect to any
Distribution Date and any Class of Certificates (other than
any Class of Principal Only Certificates) or Component, the
one-month period ending on the last day of the month
preceding the month in which such Distribution Date occurs.
Interest Loss: (i) With respect to any Realized Loss,
the excess of accrued and unpaid interest due on the related
Mortgage Loan over the amount allocated to interest thereon
in accordance with Section 3.08(d), and (ii) with respect to
any Debt Service Reduction and any calendar month, the
reduction in the amount of interest due on the related
Mortgage Loan during such month as a result of the relevant
bankruptcy proceeding.
The amount of any Interest Loss described in clause (i)
of the preceding paragraph will be allocated among the Base
Servicing Fee, the Supplemental Servicing Fee and the
Certificates in accordance with Section 3.08(d). The amount
of any Interest Loss described in clause (ii) of the
preceding paragraph will be allocated among the Base
Servicing Fee, the Supplemental Servicing Fee and the
Certificates in proportion to the amount of interest that
would have been allocated to the Base Servicing Fee at the
Base Servicing Fee Rate, the Supplemental Servicing Fee at
the Supplemental Servicing Fee
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Rate and interest at the Remittance Rate, respectively, in
the absence of the Debt Service Reduction.
Interest Settlement Rate: With respect to any Interest
Accrual Period, the rate (expressed as a percentage per
annum) for one-month U.S. Dollar deposits reported by the
BBA at 11:00 a.m. London time on the related LIBOR
Determination Date and as it appears on the Designated
Telerate 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 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 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.
For purposes of the definitions of Net Interest
Shortfall and Supplemental Servicing Fee, the amount of any
Interest Shortfall shall be allocated between the
Certificates and the Supplemental Servicing Fee in
proportion to the amount of interest that would have been
allocated to the Certificates (at the Remittance Rate) and
the Supplemental Servicing Fee (at the Supplemental
Servicing Fee Rate), respectively, in the absence of such
Interest Shortfall.
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Junior Certificate: Any Class M or Class B Certificate.
Junior Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum of the following (but in no
event greater than the aggregate Certificate Principal
Balance of the Junior Certificates immediately prior to such
Distribution Date):
(i) the Junior Percentage of the applicable Non-PO
Percentage of the principal portion of each Monthly Payment
due on the related Due Date on each Outstanding Mortgage
Loan as of such Due Date as specified in the amortization
schedule at the time applicable thereto (after adjustment
for previous Principal Prepayments and 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 (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.
For purposes of clause (ii) above, a Voluntary
Principal Prepayment in full with respect to a Mortgage Loan
serviced by a Primary Servicer shall be deemed to have been
received when the Company, as servicer, receives notice
thereof.
After the Class Certificate Principal Balances of the
Junior Certificates have been reduced to zero, the Junior
Optimal Principal Amount shall be zero.
Junior Percentage: As to any Distribution Date, the
excess of 100% over the Senior Percentage for such
Distribution Date.
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Junior Prepayment Percentage: As to any Distribution
Date, the excess of 100% over the Senior Prepayment
Percentage for such Distribution Date, except that (i) after
the aggregate Certificate Principal Balance of the Senior
Certificates other than the Class PO Certificates has been
reduced to zero, the Junior Prepayment Percentage shall be
100%, and (ii) after the Cross-Over Date, the Junior
Prepayment Percentage shall be zero.
Latest Possible Maturity Date: September 25, 2015.
LIBOR: With respect to any Interest Accrual Period, the
per annum rate determined, pursuant to Section 5.08, on the
basis of the Interest Settlement Rate or as otherwise
provided in such Section.
LIBOR Certificate: None.
LIBOR Determination Date: The second London Banking 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.
Liquidation Expenses: Expenses which are incurred by
the Company in connection with the liquidation of any
defaulted Mortgage Loan and not recovered by the Company
under any Primary Insurance Policy for reasons other than
the Company's failure to comply with Section 3.05, such
expenses including, without limitation, legal fees and
expenses, and, regardless of when incurred, any unreimbursed
amount expended by the Company pursuant to Section 3.03 or
Section 3.06 respecting the related Mortgage Loan and any
related and unreimbursed Property Protection Expenses.
Liquidation Proceeds: Cash (other than Insurance
Proceeds) received in connection with the liquidation of any
defaulted Mortgage Loan whether through judicial foreclosure
or otherwise.
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 Banking Day: Any day on which banks are open for
dealing in foreign currency and exchange in London, England.
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
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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).
Lower Tier REMIC: One of the two separate REMICs
comprising the Trust Fund, the assets of which consist of
the assets and rights specified in clauses (i) through
(viii) and (x) of the definition of the term Trust Fund.
MLCC: Merrill Lynch Credit Corporation, or its
successor in interest.
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 Remittance 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 or leasehold estate in
real property securing a Mortgage Note.
Mortgage 100SM Loan: A Mortgage Loan identified on
Exhibit N 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.
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Mortgage File: The mortgage documents listed in Section
2.01 pertaining to a particular Mortgage Loan and any
additional documents required to be added to such documents
pursuant to this Agreement.
Mortgage Loan Payment Record: The record maintained by
the Company pursuant to Section 3.02(b).
Mortgage Loan Schedule: As of any date of
determination, the schedule of Mortgage Loans included in
the Trust Fund. The initial schedule of Mortgage Loans as of
the Cut-off Date is attached hereto as Exhibit C.
Mortgage Loans: As of any date of determination, each
of the mortgage loans identified on the Mortgage Loan
Schedule (as amended pursuant to Section 2.03(b)) delivered
and assigned to the Trustee pursuant to Section 2.01 or
2.03(b), and not theretofore released from the Trust Fund by
the Trustee.
Mortgage Note: With respect to any Mortgage Loan, the
note or other evidence of indebtedness (which may consist of
a Confirmatory Mortgage Note) evidencing the indebtedness of
a Mortgagor under such Mortgage Loan.
Mortgage Pool: The aggregate of the Mortgage Loans
identified in the Mortgage Loan Schedule.
Mortgage Rate: The per annum rate of interest borne by
a Mortgage Loan as set forth in the related Mortgage Note.
Mortgaged Property: The underlying real property
securing the Mortgage Loan, or with respect to a Cooperative
Loan, the related Proprietary Lease and Cooperative Stock.
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 allocable to the Certificates (as
determined in accordance with the definition of Interest
Shortfall) 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 Base Servicing
Fee Rate.
Non-Book-Entry Certificate: Any Certificate other than
a Book-Entry Certificate.
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<PAGE>
Non-Credit Loss: Any Fraud Loss, Special Hazard Loss or
Deficient Valuation.
Non-Discount Mortgage Loan: Any Mortgage Loan with a
Net Mortgage Rate greater than or equal to 6.50% per annum.
Non-permitted Foreign Holder: As defined in Section
5.02(b).
Non-PO Percentage: As to any Discount Mortgage Loan, a
fraction (expressed as a percentage), the numerator of which
is the Net Mortgage Rate of such Discount Mortgage Loan and
the denominator of which is 6.50%. 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 A4 Certificate.
Notional Component: None.
Notional Component Balance: None.
Notional Principal Balance: As to any Distribution Date
and the Class A4 Certificates, the Class Certificate
Principal Balance of the Class A5 Certificates for such
Distribution Date. As to any Distribution Date and any
Notional Certificate, such Notional Certificate's Percentage
Interest of the aggregate 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.
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<PAGE>
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) or 3.16 or replaced
pursuant to Section 2.03(b).
Outstanding Non-Discount Mortgage Loan: Any Outstanding
Mortgage Loan that is a Non-Discount Mortgage Loan.
PAC Balance: As to any Distribution Date and any Class
of PAC Certificates and any PAC Component, the balance
designated as such for such Distribution Date and such Class
or Component as set forth in the Principal Balance
Schedules.
PAC Certificate: None.
PAC Component: None.
Parent PowerSM Loan: A Mortgage Loan identified on
Exhibit N 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,
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)
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<PAGE>
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;
(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, limited liability company, joint
venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or
political subdivision thereof.
Plan: Any Person which is an employee benefit plan
subject to ERISA or a plan subject to section 4975 of the
Code.
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
N hereto.
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Pledged Asset Mortgage Servicing Agreement: The Amended
and Restated Pledged Asset Mortgage Servicing Agreement,
dated as of June 2, 1998, 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 6.50% over the Net Mortgage Rate of such
Discount Mortgage Loan and the denominator of which is
6.50%. As to any Non-Discount Mortgage Loan, 0%.
PO Principal Distribution Amount: As to any
Distribution Date, an amount equal to the sum of the
applicable PO Percentage of:
(i) the principal portion of each Monthly Payment due
on the related Due Date on each Outstanding Mortgage Loan as
of such Due Date as specified in the amortization schedule
at the time applicable thereto (after adjustments for
previous Principal Prepayments and 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) 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.
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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: 275% of the Prepayment
Assumption.
Prepayment Distribution Trigger: As of any Distribution
Date and as to each Class of Class B Certificates, the
related Prepayment Distribution Trigger is satisfied if (x)
the fraction, expressed as a percentage, the numerator of
which is the aggregate Class Certificate Principal Balance
of such Class and each Class subordinate thereto, if any, on
such Distribution Date, and the denominator of which is the
Pool Scheduled Principal Balance for such Distribution Date,
equals or exceeds (y) such percentage calculated as of the
Closing Date.
Prepayment Interest Excess: As to any Voluntary
Principal Prepayment in full received from the first day
through the fifteenth day of any calendar month (other than
the calendar month in which the Cut-off Date occurs), all
amounts paid in respect of interest on such Principal
Prepayment. For purposes of determining the amount of
Prepayment Interest Excess for any month, a Voluntary
Principal Prepayment in full with respect to a Mortgage Loan
serviced by a Primary Servicer shall be deemed to have been
received when the Company, as servicer, receives notice
thereof. All Prepayment Interest Excess shall be retained by
the Company, as servicer, as additional servicing
compensation.
Prepayment Period: With respect to any Distribution
Date and any Voluntary Principal Prepayment in part or other
Principal Prepayment other than a Voluntary Principal
Prepayment in full, the calendar month preceding the month
of such Distribution Date; with respect to any Distribution
Date and any Voluntary Principal Prepayment in full, the
period beginning on the sixteenth day of the calendar month
preceding the month of such Distribution Date (or, in the
case of the first Distribution Date, beginning on the
Cut-off 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,
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<PAGE>
the loan amount, the property address, the effective date of
coverage, the amount of coverage and the expiration date of
the policy. Each such policy covers defaults by the
Mortgagor, which coverage shall equal the portion of the
unpaid principal balance of the related Mortgage Loan that
exceeds 75% (or such lesser coverage required or permitted
by FNMA or FHLMC) of the Original Value of the underlying
Mortgaged Property.
Primary Servicer: Any servicer with which the Company
has entered into a servicing agreement, as described in
Section 3.01(f).
Principal Balance Schedules: Any principal balance
schedules attached hereto, if applicable, as Exhibit B,
setting forth the PAC Balances of any PAC Certificates and
PAC Components, the TAC Balances of any TAC Certificates and
TAC Components, the Scheduled Balances of any Scheduled
Certificates and Scheduled Components and the Aggregate TAC
Segment Balances of any Aggregate TAC Segment Certificates.
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 and any REO
Proceeds treated as such pursuant to Section 3.08(b)) which
is received in advance of its scheduled Due Date and is not
accompanied by an amount of interest representing scheduled
interest for any month subsequent to the month of
prepayment.
Private Placement Memorandum: The private placement
memorandum relating to the Restricted Junior Certificates
dated September 22, 1998.
Prohibited Transaction Exemption: U.S. Department of
Labor Prohibited Transaction Exemption 89-90, 54 Fed. Reg.
42597, October 17, 1989.
Property Protection Expenses: With respect to any
Mortgage Loan, expenses paid or incurred by or for the
account of the Company in accordance with the related
Mortgage for (a) real estate property taxes and property
repair, replacement, protection and preservation expenses
and (b) similar expenses reasonably paid or incurred to
preserve or protect the value of such Mortgage to the extent
the Company is not reimbursed therefor pursuant to the
Primary Insurance Policy, if any, or any other insurance
policy with respect thereto.
Proprietary Lease: With respect to a Cooperative Loan,
the proprietary lease(s) or occupancy agreement with respect
to the Cooperative Apartment occupied by the Mortgagor and
relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such
Cooperative Stock to occupy such apartment.
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
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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 Remittance Rate for such Mortgage Loan.
QIB: A "qualified institutional buyer" as defined in
Rule 144A under the Securities Act of 1933, as amended.
Rating Agency: Any statistical credit rating agency, or
its successor, that rated any of the Certificates at the
request of the Company at the time of the initial issuance
of the Certificates. If such agency or a successor is no
longer in existence, "Rating Agency" shall be such
statistical credit rating agency, or other comparable
Person, designated by the Company, notice of which
designation shall be given to the Trustee. References herein
to the two highest long-term rating categories of a Rating
Agency shall mean such ratings without any modifiers. As of
the date of the initial issuance of the Certificates, the
Rating Agencies are Fitch and S&P; except that for purposes
of the Junior Certificates, other than the Class B5
Certificates, S&P 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.
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.
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Remittance Rate: With respect to any Mortgage Loan, the
related Mortgage Rate less the sum of the applicable Base
Servicing Fee Rate and the Supplemental Servicing Fee Rate.
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: None.
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 or Class PO Certificate.
Restricted Junior Certificate: Any Class B3, Class B4
or Class B5 Certificate.
S&P: Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc., and its successors.
SAIF: The Savings Association Insurance Fund of the
FDIC, or its successor in interest.
Scheduled Balance: As to any Distribution Date and any
Class of Scheduled Certificates and any Scheduled Component,
the balance designated as such for such Distribution Date
and such Class or Component as set forth in the Principal
Balance Schedules.
Scheduled Certificate: None.
Scheduled Component: None.
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Scheduled Principal Balance: As to any Mortgage Loan
and Distribution Date, the principal balance of such
Mortgage Loan as of the Due Date in the month next preceding
the month of such Distribution Date (or, if so specified,
such other date) as specified in the amortization schedule
at the time relating to such Mortgage Loan (before any
adjustment to such amortization schedule by reason of any
bankruptcy or similar proceeding or any moratorium or
similar waiver or grace period) after giving effect to any
previous Principal Prepayments, Deficient Valuations
incurred subsequent to the Bankruptcy Coverage Termination
Date, adjustments due to the application of the Relief Act
and the payment of principal due on such Due Date,
irrespective of any delinquency in payment by the related
Mortgagor. As to any Mortgage Loan and the Cut-off Date, the
"unpaid balance" thereof specified in the initial Mortgage
Loan Schedule.
Security Agreement: With respect to a Cooperative Loan,
the agreement creating a security interest in favor of the
originator in the related Cooperative Stock and Proprietary
Lease.
Senior Certificate: Any Certificate other than a Junior
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 which was the subject of a Voluntary Principal
Prepayment in full during the related Prepayment Period;
(iii) the lesser of (x) the Senior Percentage of the
applicable Non-PO Percentage of the sum of (A) the Scheduled
Principal Balance of each Mortgage Loan that became a
Liquidated Mortgage Loan (other than Mortgage Loans
described in clause (B)) during the related Prepayment
Period and (B) the Scheduled Principal Balance of each
Mortgage Loan that was purchased by an insurer from the
Trustee during the related Prepayment Period pursuant to the
related Primary Insurance Policy, as reduced in each case by
the Senior Percentage of the applicable Non-PO Percentage of
the principal
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portion of any Excess Losses (other than Excess Bankruptcy
Losses attributable to Debt Service Reductions), and (y) the
Senior Prepayment Percentage of the applicable Non-PO
Percentage of the sum of (A) all Net Liquidation Proceeds
allocable to principal received in respect of each such
Liquidated Mortgage Loan (other than Mortgage Loans
described in clause (B)) and (B) the principal balance of
each such Mortgage Loan purchased by an insurer from the
Trustee pursuant to the related Primary Insurance Policy, in
each case during the related Prepayment Period;
(iv) the Senior Prepayment Percentage of the applicable
Non-PO Percentage of the Scheduled Principal Balance of each
Mortgage Loan which was purchased on such Distribution Date
pursuant to Section 2.02, 2.03(a) or 3.16; and
(v) the Senior Prepayment Percentage of the applicable
Non-PO Percentage of the Substitution Amount for 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
2003 to and including the Distribution Date in September
2004, 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
2004 to and including the Distribution Date in September
2005, the Senior Percentage for such Distribution Date plus
60% of the Junior Percentage for such Distribution Date;
(iii) for any Distribution Date subsequent to September
2005 to and including the Distribution Date in September
2006, 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
2006 to and including the Distribution Date in September
2007, the Senior Percentage for such Distribution Date plus
20% of the Junior Percentage for such Distribution Date; and
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(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 2003 and September 2004, (b) 35% of the
Original Subordinate Principal Balance if such Distribution
Date occurs between and including October 2004 and September
2005, (c) 40% of the Original Subordinate Principal Balance
if such Distribution Date occurs between and including
October 2005 and September 2006, (d) 45% of the Original
Subordinate Principal Balance if such Distribution Date
occurs between and including October 2006 and September 2007
and (e) 50% of the Original Subordinate Principal Balance if
such Distribution Date occurs during or after October 2007;
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 2003 and September 2004, (b) 15% of the Original
Subordinate Principal Balance if such Distribution Date
occurs between and including October 2004 and September
2005, (c) 20% of the Original Subordinate Principal Balance
if such Distribution Date occurs between and including
October 2005 and September 2006, (d) 25% of the Original
Subordinate Principal Balance if such Distribution Date
occurs between and including October 2006 and September
2007, and (e) 30% of the Original Subordinate Principal
Balance if such Distribution Date occurs during or after
October 2007.
Senior Principal Priorities: The priorities set forth
in Exhibit O hereto for the distribution of the Senior
Optimal Principal Amount to the Classes of Senior
Certificates.
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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, the sum of (a) the Base Servicing Fee and (b) the
Supplemental Servicing Fee.
Servicing Officer: Any officer of the Company involved
in, or responsible for, the administration and servicing of
the Mortgage Loans whose name appears on a list of servicing
officers attached to an Officer's Certificate furnished to
the Trustee by the Company, as such list may from time to
time be amended.
Single Certificate: A Certificate with an Initial
Certificate Principal Balance, or initial Notional Principal
Balance, of $1,000 or, in the case of a Class of
Certificates issued with an initial Class Certificate
Principal Balance or initial Notional Principal Balance of
less than $1,000, such lesser amount.
Special Hazard Loss: (i) A Realized Loss suffered by a
Mortgaged Property on account of direct physical loss,
exclusive of (a) any loss covered by a hazard policy or a
flood insurance policy required to be maintained in respect
of such Mortgaged Property under Section 3.06 and (b) any
loss caused by or resulting from:
(A) normal wear and tear;
(B) conversion or other dishonest act on the part
of the Trustee, the Company or any of their agents or
employees; or
(C) 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 $3,210,049 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
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principal balance of the Mortgage Loan which has the largest
outstanding principal balance on the Distribution Date
immediately preceding such anniversary, and (y) an amount
calculated by the Company and approved by each Rating
Agency, which amount shall not be less than $500,000.
Special Hazard Percentage: As of each anniversary of
the Cut-off Date, the greater of (i) 1.00% and (ii) the
largest percentage obtained by dividing (x) the aggregate
outstanding principal balance (as of the immediately
preceding Distribution Date) of the Mortgage Loans secured
by Mortgaged Properties located in a single, five-digit zip
code area in the State of California by (y) the outstanding
principal balance of all the Mortgage Loans as of the
immediately preceding Distribution Date.
Special Hazard Termination Date: The Distribution Date
upon which the Special Hazard Loss Amount has been reduced
to zero or a negative number (or the Cross-Over Date, if
earlier).
Specified Component: None.
Startup Day: As defined in Section 2.06(c).
Subordinate Certificates: As to any date of
determination, first, the Class B5 Certificates until the
Class Certificate Principal Balance thereof has been reduced
to zero; second, the Class B4 Certificates until the Class
Certificate Principal Balance thereof has been reduced to
zero; third, the Class B3 Certificates until the Class
Certificate Principal Balance thereof has been reduced to
zero; fourth, the Class B2 Certificates until the Class
Certificate Principal Balance thereof has been reduced to
zero; fifth, the Class B1 Certificates until the Class
Certificate Principal Balance thereof has been reduced to
zero; and sixth, the Class M Certificates until the Class
Certificate Principal Balance thereof has been reduced to
zero.
Subordinate Certificate Writedown Amount: As to any
Distribution Date, first, any amount distributed to the
Class PO Certificates on such Distribution Date pursuant to
Section 4.01(a)(iv) and second, after giving effect to the
application of clause first above, the amount by which (i)
the sum of the Class Certificate Principal Balances of all
the Certificates (after giving effect to the distribution of
principal and the application of Realized Losses in
reduction of the Certificate Principal Balances of the
related Certificates on such Distribution Date) exceeds (ii)
the Pool Scheduled Principal Balance on the first day of the
month of such Distribution Date less any Deficient
Valuations occurring on or prior to the Bankruptcy Coverage
Termination Date.
Substitution Amount: With respect to any Mortgage Loan
substituted pursuant to Section 2.03(b), the excess of (x)
the Scheduled Principal Balance of the Mortgage Loan that is
substituted for, over (y) the Scheduled Principal Balance of
the related substitute Mortgage Loan, each balance being
determined as of the date of substitution.
Supplemental 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
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Loan as of the Due Date in the preceding calendar month and
(ii) the Supplemental Servicing Fee Rate for such Mortgage
Loan. The Supplemental Servicing Fee for any Distribution
Date shall be reduced by its allocable share of Interest
Shortfalls (as provided in the definition thereof) and any
Interest Losses (in accordance with Section 3.08(d)).
Supplemental Servicing Fee Rate: As to any Mortgage
Loan and Distribution Date, a fixed rate per annum equal to
the excess, if any, of the Net Mortgage Rate thereof over
6.50%.
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
attached as Exhibit B hereto.
TAC Certificates: None.
TAC Component: None.
Trigger Event: Any one or more of the following: (i) if
the Company is not a wholly-owned direct or indirect
subsidiary of General Electric Company or if General
Electric Capital Corporation shall not own (directly or
indirectly) at least two-thirds of the voting shares of the
capital stock of the Company, (ii) if the long-term senior
unsecured rating of General Electric Capital Corporation is
downgraded or withdrawn by Fitch or S&P below their two
highest rating categories, (iii) if General Electric Capital
Corporation is no longer obligated pursuant to the terms of
the support agreement, dated as of October 1, 1990, between
General Electric Capital Corporation and the Company, to
maintain the Company's net worth or liquidity (as such terms
are defined therein) at the levels specified therein, or if
such support agreement, including any amendment thereto, has
been breached, terminated or otherwise held to be
unenforceable and (iv) if such support agreement, including
any amendment thereto, is amended or modified.
Trust Fund: The corpus of the trust created by this
Agreement evidenced by the Certificates and consisting of:
(i) the Mortgage Loans;
(ii) all payments on or collections in respect of such
Mortgage Loans, except as otherwise described in the first
paragraph of Section 2.01, including the proceeds from the
liquidation of any Additional Collateral for any Pledged
Asset Mortgage Loan;
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(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) all property acquired by foreclosure or deed in
lieu of foreclosure with respect to any REO Mortgage Loan;
(vi) 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;
(vii) the Certificate Account established pursuant to
Section 3.02(d);
(viii) the Eligible Account or Accounts, if any,
established pursuant to Section 3.02(e);
(ix) 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
(x) 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.
Unanticipated Recovery: As defined in Section 4.01(e)
herein.
Uninsured Cause: Any cause of damage to property
subject to a Mortgage such that the complete restoration of
the property is not fully reimbursable by the hazard
insurance policies required to be maintained pursuant to
Section 3.06.
Unpaid Class Interest Shortfall: As to any Distribution
Date and any Class of Certificates (other than any Class of
Principal Only Certificates and any Class consisting of
Specified Components) or any Specified Component (other than
any Principal Only Component), the amount, if any, by which
the aggregate of the Class Interest Shortfalls for such
Class or in respect of such Specified Component for prior
Distribution Dates is in excess of the aggregate amounts
distributed on prior Distribution Dates to Holders of such
Class of Certificates or in respect of such Specified
Component (or added to the Class Certificate Principal
Balance of any Class of Accrual Certificates, or to the
Component Principal Balance of any Accrual Component
constituting a Specified
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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 Specified Component thereof
(other than any Principal Only Component), 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 Class of
Certificates consisting of Specified Components and any
Distribution Date, the sum of the Unpaid Class Interest
Shortfalls for the Specified Components thereof on such
date.
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.
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, 99% of all Voting
Rights shall be allocated to the Classes of Certificates
(other than the Class A4 Certificates), and 1% shall be
allocated to Class A4 Certificates. Voting Rights shall be
allocated among the Classes (other than the Class A4
Certificates) (and among the Certificates within each Class
of Certificates) in proportion to their Class Certificate
Principal Balances (or Certificate Principal Balances or
Notional Principal Balances), as the case may be.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans. (a) 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
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.
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(b) In connection with such transfer and assignment, the
Company does hereby deliver to the Trustee the following
documents or instruments with respect to:
(1) Each Mortgage Loan (other than any Cooperative Loan
or 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;
(iii) An assignment in recordable form (which may be
included in a blanket assignment or assignments) of the
Mortgage to the Trustee; and
(2) Each Cooperative Loan (other than a Designated
Loan) so transferred and assigned:
(i) The Mortgage Note, endorsed without recourse in
blank by the Company and showing an unbroken chain of
endorsements 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) A counterpart of the Proprietary Lease and the
Assignment of Proprietary Lease executed in blank or to the
originator of the Cooperative Loan;
(iii) The related Cooperative Stock Certificate,
together with an undated stock power (or other similar
instrument) executed in blank;
(iv) A counterpart of the recognition agreement by the
Cooperative of the interests of the mortgagee with respect
to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement,
and any continuation statements, filed by the originator of
such Cooperative Loan as secured party, each with evidence
of recording thereof, evidencing the interest of the
originator in the Cooperative Stock and the Proprietary
Lease;
(vii) If applicable, copies of the UCC-3 assignments of
the security interest described in clause (vi) above, sent
to the appropriate public office for filing, showing an
unbroken chain of title from the originator to the Company,
evidencing the security interest of the originator in the
Cooperative Stock and the Proprietary Lease;
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(viii) An executed assignment (which may be a blanket
assignment for all Cooperative Loans) of the interest of the
Company in the Security Agreement, Assignment of Proprietary
Lease and the recognition agreement described in clause (iv)
above, showing an unbroken chain of title from the
originator to the Trustee; and
(ix) A UCC-3 assignment from the Company to the Trustee
of the security interest described in clause (vi) above, in
form suitable for filing, otherwise complete except for
filing information regarding the original UCC-1 if
unavailable (which may be included in a blanket assignment
to the Trustee).
In instances where a completed assignment of the
Mortgage in recordable form cannot be delivered by the Company to
the Trustee in accordance with Section 2.01(b)(1)(iii) 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.
(3) With respect to each Designated Loan, the Company
does hereby deliver to the Trustee the Designated Loan
Closing Documents.
(c) In connection with each Mortgage Loan transferred
and assigned to the Trustee, the Company shall deliver to the
Trustee the following documents or instruments as promptly as
practicable, but in any event within 30 days, after receipt by
the Company of all such documents and instruments for all of the
outstanding Mortgage Loans:
(i) the Mortgage with evidence of recording indicated
thereon (other than with respect to a Cooperative Loan);
(ii) a copy of the title insurance policy (other than
with respect to a Cooperative Loan);
(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
(other than with respect to a Cooperative Loan); and
(iv) with respect to any Cooperative Loan that has been
assigned to the Company, the related filed intervening UCC-3
financing statements (not previously delivered pursuant to
Section 2.01(b)(2)(vii)), showing a complete chain of
assignment from the named 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
(other than with respect to a Cooperative Loan). 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. Such evidence shall consist,
for each Mortgage Loan, of a certificate of private mortgage
insurance relating to such Mortgage Loan or an electronic screen
print setting forth the
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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. (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.
(d) The Company shall not be required to record the
assignments of the Mortgages referred to in Section
2.01(b)(1)(iii) or file the UCC-3 assignments referred to in
Section 2.01(b)(2)(ix) to the Trustee unless the Company or the
Trustee obtains actual notice or knowledge of the occurrence of
any Trigger Event; provided, however, that such recording or
filing 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 or filing information in the assignments of the
Mortgages or UCC-3 assignments to the Trustee and shall cause the
same to be recorded or filed, at the Company's expense, in the
appropriate public office for real property records or UCC
financing statements, except that the Company need not cause to
be so completed and recorded any assignment of mortgage 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 or file the assignment of Mortgages or
UCC-3 financing statement in the circumstances provided above,
the Trustee shall record or cause to be recorded or filed such
assignment or UCC-3 financing statement at the expense of the
Company. In connection with any such recording or filing, the
Company shall furnish such
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<PAGE>
documents as may be reasonably necessary to accomplish such
recording or filing. Notwithstanding the foregoing, at any time
the Company may record or file, or cause to be recorded or filed,
the assignments of Mortgages or UCC-3 financing statement 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, the documents specified in Section 2.01(b)(2) (subject to
any permitted delayed delivery of the documents described in
Section 2.01(c)(iv)), 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, the documents specified in Section 2.01(b)(2)
(subject to any permitted delayed delivery of the documents
described in Section 2.01(c)(iv)), 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, recorded intervening assignments of Mortgage,
if any, and filed intervening UC 3 financing statements, if any,
with respect to any Cooperative Loan 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
38
<PAGE>
by the Company in the Certificate Account pursuant to Section
3.02(d) on the Business Day prior to the applicable Distribution
Date and, upon receipt by the Trustee of written notification of
such deposit signed by a Servicing Officer, the Trustee shall
release or cause to be released to the Company the related
Mortgage File and shall execute and deliver or cause to be
executed and delivered such instruments of transfer or
assignment, in each case without recourse, as shall be necessary
to vest in the Company any Mortgage Loan released pursuant
hereto. It is understood and agreed that the obligation of the
Company to repurchase or replace any Mortgage Loan as to which a
material defect in a constituent document exists shall constitute
the sole remedy respecting such defect available to
Certificateholders or the Trustee on behalf of
Certificateholders.
Upon receipt by the Trustee of the Mortgage Note with
respect to a Designated Loan that is not defective in accordance
with the fifth sentence of the preceding paragraph, the related
Lost Note Affidavit delivered pursuant to Section 2.01 shall be
void and the Trustee shall return it to the Company.
Section 2.03. Representations and Warranties of the Company;
Mortgage Loan Repurchase. (a) The Company hereby represents and
warrants to the Trustee that:
(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, other than with respect to Cooperative Loans,
each Mortgage is a valid and enforceable first lien on the
property securing the related Mortgage Note subject only to
(a) the lien of current real property taxes and assessments,
(b) covenants, conditions and restrictions, rights of way,
easements and other matters of public record as of the date
of recording of such Mortgage, such exceptions appearing of
record being acceptable to mortgage lending institutions
generally in the area wherein the property subject to the
Mortgage is located or specifically reflected in the
appraisal obtained in connection with the origination of the
related Mortgage Loan obtained by the Company and (c) other
matters to which like properties are commonly subject which
do not materially interfere with the benefits of the
security intended to be provided by such Mortgage;
(iii) Immediately prior to the transfer and assignment
herein contemplated, the Company had good title to, and was
the sole owner of, each Mortgage Loan and all action had
been taken to obtain good record title to each related
Mortgage. Each Mortgage Loan has been transferred free and
clear of any liens, claims and encumbrances;
(iv) As of the date of the initial issuance of the
Certificates, no payment of principal of or interest on or
in respect of any Mortgage Loan is 30 or more days past due
and none of the Mortgage Loans have been past due 30 or more
days more than once during the preceding 12 months;
(v) As of the date of the initial issuance of the
Certificates, other than with respect to Cooperative Loans,
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
39
<PAGE>
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, other than with respect to Cooperative Loans,
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
(or, in the case of a Cooperative Loan, the related
Cooperative Apartment) 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) Other than with respect to Cooperative Loans, a
lender's title insurance policy or binder, or other
assurance of title insurance customary in the relevant
jurisdiction therefor 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) No more than 3.00% of the Mortgage Loans
constitute Pledged Asset Mortgage Loans. 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 75.00%. As of the Cut-off Date, other than
with respect to the Pledged Asset Mortgage Loans, no more
than 5.00% 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;
(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 fifteen years. The
Mortgage Rate of each Mortgage Note of the related Mortgage
Loan was not less than 6.125% per annum and not greater than
8.875% per annum. The Mortgage Rate of each Mortgage Note is
fixed for the life of the related Mortgage Loan;
(xiii) Other than with respect to Cooperative Loans,
the improvements on the Mortgaged Properties are insured
against loss under a hazard insurance policy with
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<PAGE>
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, (i) no more than 15.00%
of the Mortgage Loans by Scheduled Principal Balance had a
Scheduled Principal Balance of more than $500,000 and up to
and including $750,000; (ii) no more than 5.00% of the
Mortgage Loans by Scheduled Principal Balance had a
Scheduled Principal Balance of more than $750,000 and up to
and including $1,000,000; and (iii) none of the Mortgage
Loans by Scheduled Principal Balance had a Scheduled
Principal Balance of more than $1,000,000;
(xv) As of the Cut-off Date, no more than 1.50% 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 95.00% 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 92.00% 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 5.00% 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 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 0.5% of the Mortgage Loans by
Scheduled Principal Balance are secured by condominiums
located in any one postal zip code area;
(xix) Other than with respect to Cooperative Loans, 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, none 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
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<PAGE>
between the stated Mortgage Rate of any Buydown Mortgage
Loan and the rate paid by the related Mortgagor is three
percentage points. The portion of the interest rate paid by
the related Mortgagor will not increase by more than one
percentage point for each six-month period.
(xxi) The original principal balances of the Mortgage
Loans range from $18,000 to $1,000,000;
(xxii) As of the Cut-off Date, no more than 4.00% of
the Mortgage Loans by Scheduled Principal Balance are
secured by second homes and no more than 0.75% of the
Mortgage Loans by Scheduled Principal Balance are secured by
investor-owned properties;
(xxiii) All appraisals have been prepared substantially
in accordance with the description contained under the
caption "The Trust Fund - The Mortgage Loans" in the
prospectus dated May 26, 1998, included in the registration
statement on Form S-3 (file no. 333-51151) filed by the
Company with the Securities and Exchange Commission with
respect to the offer and sale of certain Classes of the
Certificates;
(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) Other than with respect to Cooperative Loans, to
the best of the Company's knowledge, at origination no
improvement located on or being part of a Mortgaged Property
was in violation of any applicable zoning and subdivision
laws and ordinances;
(xxvi) None of the Mortgage Loans is a temporary
construction loan. With respect to any Mortgaged Property
which constitutes new construction, the related construction
has been completed substantially in accordance with the
specifications therefor and any incomplete aspect of such
construction shall not be material or interfere with the
habitability or legal occupancy of the Mortgaged Property.
Mortgage Loan amounts sufficient to effect any such
completion are in escrow for release upon or in connection
with such completion or a performance bond or completion
bond is in place to provide funds for this purpose and such
completion shall be accomplished within 120 days after
weather conditions permit the commencement thereof;
(xxvii) As of the Closing Date, each Mortgage Loan is a
"qualified mortgage" as defined in Section 860G(a)(3) of the
Code;
(xxviii) As of the Closing Date, the Company possesses
the Document File with respect to each Mortgage Loan, and,
other than with respect to Cooperative Loans, the related
Mortgages and intervening assignment or assignments of
Mortgages, if any, have been delivered to a title insurance
company for recording;
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(xxix) As of the Cut-Off Date, none of the Mortgage
Loans, by Scheduled Principal Balance, are Cooperative
Loans. With respect to each Cooperative Loan:
(A) The Security Agreement creates a first lien in
the stock ownership and leasehold rights associated
with the related Cooperative Apartment;
(B) The lien created by the related Security
Agreement is a valid, enforceable and subsisting first
priority security interest in the related Cooperative
Stock securing the related Mortgage Note, subject only
to (a) liens of the Cooperative for unpaid assessments
representing the Mortgagor's pro rata share of the
Cooperative's payments for its blanket mortgage,
current and future real property taxes, insurance
premiums, maintenance fees and other assessments to
which like collateral is commonly subject and (b) other
matters to which like collateral is commonly subject
which do not materially interfere with the benefits of
the security intended to be provided by the Security
Agreement. There are no liens against or security
interest in the Cooperative Stock relating to such
Cooperative Loan (except for unpaid maintenance,
assessments and other amounts owed to the related
Cooperative which individually or in the aggregate do
not have a material adverse effect on such Cooperative
Loan), which have priority over the Trustee's security
interest in such Cooperative Stock;
(C) The Cooperative Stock that is pledged as
security for the Mortgage Loan is held by a person as a
"tenant-stockholder" within the meaning of section 216
of the Code, the related Cooperative that owns title to
the related cooperative apartment building is a
"cooperative housing corporation" within the meaning of
section 216 of the Code, and such Cooperative is in
material compliance with applicable federal, state and
local laws which, if not complied with, could have a
material adverse effect on the Mortgaged Property; and
(D) There is no prohibition against pledging the
Cooperative Stock or assigning the Proprietary Lease;
and
(xxx) With respect to each Mortgage Loan identified on
Exhibit C as having been originated or acquired under the
Company's Enhanced Streamlined Refinance program, the value
of the related Mortgaged Property, as of the date of such
origination or acquisition under the Company's Enhanced
Streamlined Refinance program, is no less than the value
thereof established at the time the mortgage loan that is
the subject of the refinancing was originated.
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
43
Certificateholders in the related Mortgage Loan, the party
discovering such breach shall give prompt written notice to the
other. Subject to the following sentence, within 60 days of its
discovery or its receipt of notice of breach, or, with the prior
written consent of a Responsible Officer of the Trustee, such
longer period specified in such consent, the Company shall cure
such breach in all material respects or shall repurchase such
Mortgage Loan from the Trustee or replace such Mortgage Loan
pursuant to Section 2.03(b). Any such repurchase by the Company
shall be accomplished in the manner set forth in Section 2.02,
subject to the proviso of the third-to-last sentence thereof, and
at the Purchase Price. It is understood and agreed that the
obligation of the Company to repurchase or replace any Mortgage
Loan as to which a breach occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders or the Trustee on behalf of Certificateholders
and such obligation of the Company to repurchase or replace any
such Mortgage Loan shall not be assumed by any Person which may
succeed the Company as servicer hereunder, but shall continue as
an obligation of the Company. Notwithstanding the preceding
sentence, if a breach of the representation and warranty of the
Company contained in Section 2.03(a)(ix) occurs as a result of a
violation of the federal Truth in Lending Act, 15 U.S.C. ss. 1601
et seq., as amended ("TILA") or any state truth-in lending or
similar statute, and the Trustee or the Trust Fund is named as a
defendant in a TILA suit or a suit under any such statutes in
respect of such violation and liability in respect thereof is
imposed upon the Trustee or the Trust Fund as assignees of the
related Mortgage Loan pursuant to Section 1641 of TILA, or any
analogous provision of any such statute, the Company shall
indemnify the Trustee and the Trust Fund from, and hold them
harmless against, any and all losses, liabilities, damages,
claims or expenses (including reasonable attorneys' fees) to
which the Trustee and the Trust Fund, or either of them, become
subject pursuant to TILA or any such statute, insofar as such
losses, damages, claims or expenses (including reasonable
attorneys' fees) result from such violation. The Company's
obligations under the preceding sentence shall not impair or
derogate from the Company's obligations to the Trustee under
Section 8.05.
(b) If the Company is required to repurchase any Mortgage
Loan pursuant to Section 2.02 or 2.03(a), the Company may, at its
option, within the applicable time period specified in such
respective Sections, remove such Defective Mortgage Loan from the
terms of this Agreement and substitute one or more other mortgage
loans for such Defective Mortgage Loan, in lieu of repurchasing
such Defective Mortgage Loan, provided that no such substitution
shall occur more than two years after the Closing Date. Any
substitute Mortgage Loan shall (a) have a Scheduled 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 Remittance 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
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compliance with the representations and warranties contained in
Section 2.03(a) as of the date of substitution.
The Company shall amend the Mortgage Loan Schedule to
reflect the withdrawal of any Defective Mortgage Loan and the
substitution of a substitute Mortgage Loan therefor. Upon such
amendment the Company shall be deemed to have made as to such
substitute Mortgage Loan the representations and warranties set
forth in Section 2.03(a) as of the date of such substitution,
which shall be continuing as long as any Certificate shall be
outstanding or this Agreement has not been terminated, and the
remedies for breach of any such representation or warranty shall
be as set forth in Section 2.03(a). Upon such amendment, the
Trustee shall review the Mortgage File delivered to it relating
to the substitute Mortgage Loan, within the time and in the
manner and with the remedies specified in Section 2.02, except
that for purposes of this Section 2.03(b) (other than the
two-year period specified in the first sentence of the preceding
paragraph of this Section 2.03(b)), such time shall be measured
from the date of the applicable substitution.
Section 2.04. Execution of Certificates. The Trustee
has caused to be executed, countersigned and delivered to or upon
the order of the Company, in exchange for the Mortgage Loans, the
Certificates in authorized denominations evidencing the entire
ownership of the Trust Fund.
Section 2.05. 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.
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Corresponding Class
of Certificates(1)
------------------
Lower Tier Allocation Allocation
Lower Tier Initial Lower Interest of of
Interest Tier Balance Rate Principal Interest
-------- ------------ ---- --------- --------
A1 $53,222,479.00 6.50% A1 A1
A2 6,750,000.00 6.50 A2 A2
A3 27,000,000.00 6.50 A3 A3
A5 50,500,000.00 6.50 A5 (2)
A6 106,500,000.00 6.50 A6 A6
PO 443,527.37 0.00 PO N/A
M 1,870,532.00 6.50 M M
B1 623,510.00 6.50 B1 B1
B2 623,510.00 6.50 B2 B2
B3 1,122,319.00 6.50 B3 B3
B4 374,106.00 6.50 B4 B4
B5 374,109.19 6.50 B5 B5
R 100.00 6.50 R R
- --------------------------
(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) On each Distribution Date, interest accrued on Lower-Tier
Interest A5 for the applicable Interest Accrual Period shall
be allocated as follows: (x) an amount equal to the Accrued
Certificate Interest on the Corresponding Class shall be
allocated to such Class; and (y) the excess of such amount
shall be allocated to the Class A4 Certificates.
(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
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.
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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.
(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 assets described in clause (ix)
of the definition of the term Trust Fund constitute a part of the
Upper Tier REMIC or the Lower Tier REMIC.
(g) In the event that the Servicing Fee exceeds the amount
reasonable for such services (within the meaning of Treasury
Regulation 1.860D-1(b)(1)(ii)), the portion or portions of such
fee that can be measured as a fixed number of basis points on
some or all of the Mortgage Loans and can be treated as one or
more stripped coupons within the meaning of Treasury Regulation
1.860D-1(b)(2)(iii) shall be treated as such stripped coupons and
shall not be treated as a REMIC asset.
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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
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
original issue discount using the Prepayment Assumption
Multiple;
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(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 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;
(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;
(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
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(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
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 Remittance 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 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) [Intentionally Omitted.]
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(d) The relationship of the Company (and of any successor
to the Company as servicer under this Agreement) to the Trustee
under this Agreement is intended by the parties to be that of an
independent contractor and not that of a joint venturer, partner
or agent.
(e) All costs incurred by the Company in effecting the
timely payment of taxes and assessments on the properties subject
to the Mortgage Loans shall not, for the purpose of calculating
monthly distributions to Certificateholders, be added to the
amount owing under the related Mortgage Loans, notwithstanding
that the terms of such Mortgage Loans so permit, and such costs
shall be recoverable by the Company to the extent permitted by
Section 3.04. The Company shall collect such amounts from the
Mortgagor and shall credit the Mortgage Loan Payment Record
accordingly.
(f) If the Company enters into a servicing agreement with
any servicer (a "Primary Servicer") pursuant to which such
Primary Servicer shall directly service certain Mortgage Loans
and the Company shall perform master servicing with respect
thereto, the Company shall not be released from its obligations
to the Trustee and Certificateholders with respect to the
servicing and administration of the Mortgage Loans in accordance
with the provisions of Article III hereof and such obligations
shall not be diminished by virtue of any such servicing agreement
or arrangement and the Company shall be obligated to the same
extent and under the same terms and conditions as if the Company
alone were servicing and administering the Mortgage Loans. Any
amounts received by a Primary Servicer in respect of a Mortgage
Loan shall be deemed to have been received by the Company whether
or not actually received by it. Any servicing agreement that may
be entered into and any transactions or services relating to the
Mortgage Loans involving a Primary Servicer in its capacity as
such shall be deemed to be between the Company and the Primary
Servicer alone, and the Trustee and the Certificateholders shall
have no claims, obligations, duties or liabilities with respect
thereto. Notwithstanding the foregoing, in the event the Company
has been removed as the servicer hereunder pursuant to Section
6.04 or Section 7.01, the Trustee or any successor servicer
appointed pursuant to Section 7.02 shall succeed to all of the
Company's rights and interests (but not to any obligations or
liabilities of the Company arising prior to the date of
succession) under any servicing agreement with any Primary
Servicer in respect of the Mortgage Loans, subject to the
limitation on the Trustee's responsibilities under Section 7.02.
(g) In no event shall any collateral fund established under
the agreement referred to in Section 3.08(e) constitute an asset
of any REMIC established hereunder.
Section 3.02. Collection of Certain Mortgage Loan Payments;
Mortgage Loan Payment Record; Certificate Account. (a) The
Company shall make reasonable efforts to collect all payments
called for under the terms and provisions of the Mortgage Loans,
and shall, to the extent such procedures shall be consistent with
this Agreement, follow such collection procedures as it follows
with respect to mortgage loans comparable to the Mortgage Loans
in its servicing portfolio. Consistent with the foregoing, the
Company may in its discretion (i) waive any late payment charge
or any assumption fees or other fees which may be collected in
the ordinary course of servicing such Mortgage Loan and (ii) if a
default on the Mortgage Loan has occurred or is reasonably
foreseeable, arrange at any time prior to foreclosure with a
Mortgagor a schedule for the payment of due and unpaid principal
and interest for a period extending not longer than two years
after the date that such schedule is arranged. Any arrangement of
the sort
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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
after the Determination Date in the month of substitution)
on account of interest at the applicable Remittance Rate on
the Mortgage Loan received from the related Mortgagor,
including any Buydown Funds applied with respect to interest
at the applicable Remittance 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 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;
(vi) All Unanticipated Recoveries; and
(vii) 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.
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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 transferred to the Certificate Account pursuant to subsection
(d) of this Section 3.02, the Company may retain and commingle
such amounts with its own funds and shall be entitled to retain
for its own account any gain or investment income thereon, and
any such investment income shall not be subject to any claim of
the Trustee or Certificateholders. To the extent that the Company
realizes any net loss on any such investments, the Company shall
deposit in the Certificate Account an amount equal to such net
loss at the time the Company is required to deposit amounts in
the Certificate Account pursuant to subsection (d) of this
section 3.02. Any such deposit shall not increase the Company's
obligation under said subsection (d).
(d) The Trustee shall establish and maintain with the
Trustee in its corporate trust department a single separate trust
account designated in the name of the Trustee for the benefit of
the Holders of the Certificates issued hereunder (the
"Certificate Account") into which the Company shall transfer, 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
sum of Available Funds for such Distribution Date and any
Unanticipated Recoveries received in the calendar month preceding
the month of such Distribution Date. If the Trustee does not
receive such transfer 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
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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-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
transfers 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. Other than with respect to any Cooperative Loan, 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
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
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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 or Defaulted 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 transfers of funds to the Certificate
Account pursuant to Section 3.02(d); and
(ix) To deduct any amount credited to the Mortgage Loan
Payment Record in error.
The Company shall keep and maintain separate
accounting records, on a Mortgage Loan by Mortgage Loan basis,
for the purpose of accounting for debits to the Mortgage Loan
Payment Record pursuant to clauses (i), (ii), (iv), (v) and (vi)
of this Section 3.04; provided, however, that it is understood
and agreed that the records of such accounting need not be
retained by the Company for a period longer than the five most
recent fiscal years.
Section 3.05. Maintenance of the Primary Insurance
Policies. (a) The Company shall not take any action which would
result in non-coverage under any applicable Primary Insurance
Policy of any loss which, but for the actions of the Company,
would have been covered thereunder. To the extent coverage is
available, the Company shall keep or cause to be kept in full
force and effect each such Primary Insurance Policy until the
principal balance of the related Mortgage Note is 80% or less of
the greater of (i) the related Original Value and (ii) the then
current value of the property underlying the related Mortgage
Note as evidenced by an appraisal
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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, other than a
Cooperative Loan, hazard insurance with a standard mortgagee
clause and with extended coverage in an amount which is at least
equal to the maximum insurable value of the improvements securing
such Mortgage Loan from time to time or the principal balance
owing on such Mortgage Loan from time to time, whichever is less.
The Company shall also maintain on property (other than
Cooperative Apartments) 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 other than a
Cooperative 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 (whether or not including Cooperative
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
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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
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
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the foregoing, the Company shall not be entitled to recover legal
expenses incurred in connection with foreclosure proceedings
where the Mortgage Loan is reinstated and such foreclosure
proceedings are terminated prior to completion, other than sums
received from the Mortgagor for such expenses.
Notwithstanding anything to the contrary contained
herein, the Company shall be under no obligation to foreclose
upon or otherwise convert the ownership of any Mortgaged Property
which it believes may be contaminated with or affected by
hazardous or toxic wastes, materials or substances. The Company
may, but shall not be obligated to, make such determination on
the basis of a Phase I environmental assessment with respect to
the related Mortgaged Property. Neither the Trustee nor the
Company shall be liable to the Trust Fund or the
Certificateholders if, based on the Company's belief that such
contamination or effect exists, the Company does not foreclose
upon or otherwise convert the ownership of a Mortgaged Property.
In addition, neither the Trustee nor the Company shall be liable
to the Trust Fund or the Certificateholders if, based on the
Company's belief that no such contamination or effect exists, the
Company forecloses upon a Mortgaged Property and the Trustee or
its nominee on behalf of the Trust Fund takes title to such
Mortgaged Property, and thereafter such Mortgaged Property is
determined to be so contaminated or affected.
(b) In the event that title to any Mortgaged Property is
acquired in foreclosure or by deed in lieu of foreclosure, the
deed or certificate of sale shall be issued to the Trustee, or to
its nominee on behalf of the Trust Fund. Notwithstanding any such
acquisition of title and cancellation of the related Mortgage
Loan, such Mortgage Loan shall (except for purposes of Section
9.01) be considered to be an Outstanding Mortgage Loan until such
time as the Mortgaged Property shall be sold and such Mortgage
Loan becomes a Liquidated Mortgage Loan. Consistent with the
foregoing, for purposes of all calculations hereunder so long as
such Mortgage Loan shall be considered to be an Outstanding
Mortgage Loan, it shall be assumed that the related Mortgage Note
and its amortization schedule in effect on and after such
acquisition of title (after giving effect to any previous
Principal Prepayments and Deficient Valuations incurred
subsequent to the related Bankruptcy Coverage Termination Date
and before any adjustment thereto by reason of any bankruptcy
(other than as aforesaid) or any similar proceeding or any
moratorium or similar waiver or grace period) remain in effect
(notwithstanding that the indebtedness evidenced by such Mortgage
Note shall have been discharged), subject to adjustment to
reflect the application of REO Proceeds received in any month.
REO Proceeds received in any month shall be applied to the
payment of the installments of principal due and interest accrued
on the related REO Mortgage Loan in accordance with the terms of
such Mortgage Note. REO Proceeds received in any month in excess
of the Amortization Payment for such month due on an REO Mortgage
Loan shall be treated as a Principal Prepayment received in
respect of such Mortgage Loan.
(c) In the event that the Trust Fund acquires any Mortgaged
Property as aforesaid or otherwise in connection with a default
or imminent default on a Mortgage Loan, the Company shall dispose
of such Mortgaged Property prior to the close of the third
calendar year after the year of 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 period (and specifying
the period beyond such period for which the Mortgaged Property
may be held) will not result in the imposition of taxes on
"prohibited
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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 period, an extension of such period in the manner
contemplated by section 856(e)(3) of the Code, in which case such
period shall be extended by the time period permitted by section
856(e)(3) of the Code. 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 among the Base Servicing Fee at the
Base Servicing Fee Rate, the Supplemental Servicing Fee at the
Supplemental Servicing Fee Rate and interest at the Remittance
Rate in proportion to the amount of such accrued interest which
would have been allocated to each such category in the absence of
any shortfall. The resulting Interest Loss shall be allocated
among each such category in the same proportion as described in
the preceding sentence. The portion so allocated to interest at
the Remittance Rate shall be allocated to the Certificates for
purposes of making the allocation specified in the definition of
Certificate Interest Loss.
(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
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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 the Person that is the Holder of 100% of the Class B4
Certificates, provided that (i) such Person is also the Holder of
100% of the Class B5 Certificates, (ii) such Person shall have no
rights under such agreement until the date on which the Class
Certificate Principal Balance of the Class B5 Certificates has
been reduced to zero, and (iii) any rights of such Person under
such agreement shall terminate in the event that such Person
transfers, directly or indirectly, the Class B4 Certificates to
any other Person.
Section 3.09. Trustee to Cooperate; Release of Mortgage
Files. Upon the payment in full of any Mortgage Loan, the Company
will immediately notify the Trustee by a certification (which
certification shall include a statement to the effect that all
amounts received in connection with such payment which are
required to be credited to the Mortgage Loan Payment Record
pursuant to Section 3.02 have been so credited) of a Servicing
Officer and shall request delivery to it of the Mortgage File. If
a Buydown Mortgage Loan is the subject of a Principal Prepayment
in full during the related Buydown Period, the related Buydown
Funds will be applied or returned to the Person entitled thereto
in accordance with the terms of such Buydown Mortgage Loan. Upon
receipt of such certification and request in form satisfactory to
the Trustee, the Trustee shall promptly, but in any event within
five Business Days, release the related Mortgage File to the
Company; provided, that the Trustee shall not be responsible for
any delay in the release of a Mortgage File resulting from acts
beyond its control, including without limitation, acts of God,
strikes, lockouts, riots, acts of war or terrorism, epidemics,
nationalization, governmental regulations imposed after the fact,
fire, communication line failures, computer viruses, power
failures, earthquakes or other disasters. Upon any such payment
in full, the Company is authorized to execute, pursuant to the
authorization contained in Section 3.01, an instrument of
satisfaction regarding such Mortgage, which instrument of
satisfaction shall be recorded by the Company if required by
applicable law and be delivered to the Person entitled thereto,
it being understood and agreed that no expenses incurred in
connection with such instrument of satisfaction shall be
reimbursed from amounts at the time credited to the Mortgage Loan
Payment Record. From time to time and as appropriate for the
servicing or foreclosure of any Mortgage Loan (including, without
limitation, collection under any Primary Insurance Policy), the
Trustee shall, upon request of the Company and delivery to the
Trustee of a receipt signed by a Servicing Officer, release the
related Mortgage File to the Company and shall execute such
documents as shall be necessary to the prosecution of any such
proceedings. Such receipt shall obligate the Company to return
the Mortgage File to the Trustee when the need therefor by the
Company no longer exists unless the Mortgage Loan shall be
liquidated, in which case, upon receipt of a certificate of a
Servicing Officer similar to that hereinabove specified, the
receipt shall be released by the Trustee to the Company.
Section 3.10. Servicing Compensation; Payment of Certain
Expenses by the Company. (a) As compensation for its activities
and obligations hereunder, the Company shall be entitled to
withhold and pay to itself out of each payment received by it on
account of interest on each Mortgage Loan (including the portion
of any Buydown Funds applied to the related Buydown Mortgage Loan
for the applicable period) an amount equal to the Servicing Fee.
The aggregate of the Servicing Fees payable to the Company on any
Distribution Date shall be reduced by the amount of any
Compensating Interest Payment for such Distribution Date.
Additional servicing compensation in the form of Prepayment
Interest Excess, assumption fees, modification fees, late payment
charges, interest income or gain with respect to amounts
deposited in the Certificate Account and invested by the Company
or otherwise shall be retained by the Company, subject to Section
3.10(b), if applicable. The Company shall be required to pay all
expenses incurred by it in connection with its activities
hereunder (including payment of Trustee fees and all other fees
and expenses not expressly stated hereunder to be for the account
of the Certificateholders) and shall not be entitled to
reimbursement therefor except as provided in Sections 3.01, 3.03,
3.04 and 3.08.
(b) The Company may, as a condition to granting any request
by a Mortgagor for any consent, modification, waiver or amendment
or any other matter or thing, the granting of which is in the
Company's discretion pursuant to the terms of the instruments
evidencing or securing the related Mortgage Loan and is permitted
by other sections of this Agreement, require (to the extent
permitted by applicable law) that such Mortgagor pay to it a
reasonable or customary fee in accordance with the schedule set
forth as Exhibit H (which may be amended from time to time by
provision of a revised schedule of such fees to the Trustee,
whereupon such revised schedule shall be deemed to be Exhibit H
hereunder) for the additional services performed in connection
with such request, together with any related costs and expenses
incurred by it. Such fees shall be additional servicing
compensation to the Company.
Section 3.11. Reports to the Trustee; Certificate Account
Statements. Not later than 15 days after each Distribution Date,
the Company shall forward to the Trustee a 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, 1999, an Officer's
Certificate stating that (a) a review of the activities of the
Company during the preceding
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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, 1999, the Company shall:
(a) furnish to a firm of independent public accountants
(which may also render other services to the Company) a statement
substantially to the effect that the Company has complied in all
material respects with the minimum servicing standards set forth
in the Uniform Single Attestation Program for Mortgage Bankers
(the "Minimum Servicing Standards") with respect to the mortgage
loans in the Company's servicing portfolio (which may exclude
home equity loans) or, if there has been material noncompliance
with such servicing standards, containing a description of such
noncompliance; and
(b) at its expense cause such firm of independent public
accountants to furnish a report to the Trustee stating its
opinion as to the Company's assertion contained in the statement
delivered pursuant to Section 3.13(a), which opinion shall be
based on an examination conducted by such firm in accordance with
the standards established by the American Institute of Certified
Public Accountants, including examining, on a test basis,
evidence about the Company's compliance with the Minimum
Servicing Standards. Such opinion shall be to the effect that the
Company has complied in all material respects with the Minimum
Servicing Standards with respect to the mortgage loan portfolio
described in the Company's statement delivered pursuant to
Section 3.13(a) hereof or if there has been material
noncompliance with the Minimum Servicing Standards, shall contain
a description of such noncompliance in accordance with applicable
accounting standards. 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
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errors and omissions in the performance of its obligations as
servicer hereunder and (ii) a fidelity bond in respect of its
officers, employees or agents. Each such policy or policies and
bond shall, together, comply with the requirements from time to
time of FNMA for persons performing servicing for mortgage loans
purchased by such association.
Section 3.16. Optional Purchase of Defaulted Mortgage
Loans. The Company shall have the right, but not the obligation,
to purchase any Defaulted Mortgage Loan for a price equal to the
Purchase Price therefor. Any such purchase shall be accomplished
as provided in Section 4.04(a) hereof.
ARTICLE IV
PAYMENTS AND STATEMENTS
Section 4.01. Distributions. (a) On each Distribution Date,
the Trustee shall withdraw the Available Funds from the
Certificate Account and shall make distributions to Holders of
the Certificates as of the preceding Record Date in the following
order of priority, to the extent of the remaining Available
Funds:
(i) to each Class of Senior Certificates (other than
any Class of Principal Only Certificates), the Accrued
Certificate Interest thereon for such Distribution Date;
provided, however, 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 thereto;
(ii) to each Class of Senior Certificates (other than
any Class of Principal Only Certificates), any related
Unpaid Class Interest Shortfall for such Distribution Date;
provided, however, that any shortfall in available amounts
shall be allocated among such Classes in proportion to the
Unpaid Class Interest Shortfall for each such Class on such
Distribution Date;
(iii) to the Classes of Senior Certificates in
reduction of the Class Certificate Principal Balances
thereof, as set forth in Exhibit O hereto without regard to
the use therein of the word "approximate" or any derivation
thereof; provided, however, that defined terms used in
Exhibit O shall have the meanings assigned thereto in
Article I hereof;
(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;
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(vi) to the Class M Certificates, any Unpaid Class
Interest Shortfall therefor on such Distribution Date;
(vii) to the Class M Certificates, in reduction of the
Class Certificate Principal Balance thereof, such Class's
Allocable Share of the Junior Optimal Principal Amount on
such Distribution Date;
(viii) to the Class B1 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date;
(ix) to the Class B1 Certificates, any Unpaid Class
Interest Shortfall therefor on such Distribution Date;
(x) to the Class B1 Certificates, in reduction of the
Class Certificate Principal Balance thereof, such Class's
Allocable Share of the Junior Optimal Principal Amount on
such Distribution Date;
(xi) to the Class B2 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date;
(xii) to the Class B2 Certificates, any Unpaid Class
Interest Shortfall therefor on such Distribution Date;
(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;
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(xx) to the Class B5 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date;
(xxi) to the Class B5 Certificates, any Unpaid Class
Interest Shortfall therefor on such Distribution Date; and
(xxii) to the Class B5 Certificates, in reduction of
the Class Certificate Principal Balance thereof, such
Class's Allocable Share of the Junior Optimal Principal
Amount on such Distribution Date.
Notwithstanding the foregoing, amounts otherwise distributable
pursuant to clauses (vii), (x), (xiii), (xvi), (xix) and (xxii)
on any Distribution Date shall be reduced, in inverse order of
priority, by any amount distributed pursuant to clause (iv) on
such date, such that such amount distributed pursuant to clause
(iv) on such date shall be applied first to reduce the amount
distributable pursuant to clause (xxii), and then, to the extent
of any excess, applied second, to reduce the amount distributable
pursuant to clause (xix), third, to reduce the amount
distributable pursuant to clause (xvi), fourth, to reduce the
amount distributable pursuant to clause (xiii), fifth, to reduce
the amount distributable pursuant to clause (x) and sixth, to
reduce the amount distributable pursuant to clause (vii).
(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,
together with any Unanticipated Recoveries received by the
Company in the calendar month preceding the month of such
Distribution Date and not distributed on such Distribution Date
to the holders of outstanding Certificates of any other Class
pursuant to Section 4.01(e). 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) 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).
(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.
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(e) In the event that in any calendar month the Company
recovers an amount (an "Unanticipated Recovery") in respect of
principal of a Mortgage Loan which had previously been allocated
as a Realized Loss to any Class of Certificates pursuant to
Section 4.03, on the Distribution Date in the next succeeding
calendar month the Trustee shall withdraw from the Certificate
Account and distribute to the holders of each outstanding Class
to which such Realized Loss had previously been allocated its
share (determined as described in the succeeding paragraph) of
such Unanticipated Recovery in an amount not to exceed the amount
of such Realized Loss previously allocated to such Class. When
the Class Certificate Principal Balance of a Class of
Certificates has been reduced to zero, the holders of such Class
shall not be entitled to any share of an Unanticipated Recovery,
and such Unanticipated Recovery shall be allocated among all
outstanding Classes of Certificates entitled thereto in
accordance with the preceding sentence, subject to the remainder
of this subsection (e). In the event that (i) any Unanticipated
Recovery remains undistributed in accordance with the preceding
sentence or (ii) the amount of an Unanticipated Recovery exceeds
the amount of the Realized Loss previously allocated to any
outstanding Classes with respect to the related Mortgage Loan, on
the applicable Distribution Date the Trustee shall distribute to
the holders of all outstanding Classes of the related
Certificates to which Realized Losses had previously been
allocated and not reimbursed their pro rata share (determined as
described below) of such excess in an amount not to exceed the
aggregate amount of any Realized Loss previously allocated to
such Class with respect to any other Mortgage Loan that has not
been recovered in accordance with Section 4.01(e). Any
distributions made pursuant to this Section 4.01(e) shall not
reduce the Class Certificate Principal Balance of the related
Certificate.
For purposes of the preceding paragraph, the share of
an Unanticipated Recovery allocable to any Class of Certificates
with respect to a Mortgage Loan shall be (i) with respect to the
Class PO Certificates, based on the applicable PO Percentage of
the principal portion of the Realized Loss previously allocated
thereto with respect to such Mortgage Loan (or all Mortgage Loans
for purposes of the next to last sentence of the preceding
paragraph), and (ii) with respect to any other Class of
Certificates, based on its pro rata share (in proportion to the
Class Certificate Principal Balances thereof with respect to such
Distribution Date) of the applicable Non-PO Percentage of the
principal portion of any such Realized Loss previously allocated
with respect to such Mortgage Loan (or Loans); provided, however,
that (i) the share of an Unanticipated Recovery allocable to a
Class PO Certificate with respect to any Mortgage Loan (or Loans)
shall be reduced by the aggregate amount previously distributed
to such Class on account of the applicable Class PO Deferred
Amount in respect of such Mortgage Loan (or Loans) and (ii) the
amount by which the distributions to the Class PO Certificates
have been so reduced shall be distributed to the Classes of
Certificates described in clause (ii) of the preceding paragraph
in the same proportion as described in such clause (ii). For
purposes of the preceding sentence, any Class PO Deferred Amount
distributed to a Class PO Certificate on previous Distribution
Dates shall be deemed to have been allocated in respect of the
Mortgage Loans as to which the applicable PO Percentage of the
principal portion of Realized Losses has previously been
allocated to such Class on a pro rata basis (based on the amount
of Realized Losses so allocated).
Section 4.02. Method of Distribution. (a) All distributions
with respect to each Class of Certificates on each Distribution
Date shall be made pro rata among the outstanding Certificates of
such Class, based on the Percentage Interest in such Class
represented by each Certificate.
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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. All such credits
and disbursements with respect to a Book-Entry Certificate are to
be made by the Depository and the Depository Participants in
accordance with the provisions of the applicable Certificates.
Neither the Trustee nor the Company shall have any responsibility
therefor except as otherwise provided by applicable law.
(c) The Trustee shall withhold or cause to be withheld such
amounts as it reasonably determines are required by the Code
(giving full effect to any exemptions from withholding and
related certifications required to be furnished by
Certificateholders or Certificate Owners and any reductions to
withholding by virtue of any bilateral tax treaties and any
applicable certification required to be furnished by
Certificateholders or Certificate Owners with respect thereto)
from distributions to be made to Non-U.S. Persons. If the Trustee
reasonably determines that a more accurate determination of the
amount required to be withheld for a distribution can be made
within a reasonable period after the scheduled date for such
distribution, it may hold such distribution in trust for a holder
of a Residual Certificate until such determination can be made.
For the purposes of this paragraph, a "Non-U.S. Person" is (i) an
individual other than a citizen or resident of the United States,
(ii) a partnership, corporation or entity treated as a
partnership or corporation for U.S. federal income tax purposes
not formed under the laws of the United States, any state thereof
or the District of Columbia (unless, in the case of a
partnership, Treasury regulations provide otherwise), (iii) any
estate, the income of which is not subject to U.S. federal income
taxation, regardless of source, and (iv) any trust, other than a
trust that a court within the United States is able to exercise
primary supervision over the administration of the trust and one
or more U.S. Persons have the authority to control all
substantial decisions of the trust.
Section 4.03. Allocation of Losses. (a) On or prior to each
Determination Date, the Company shall determine the amount of any
Realized Loss in respect of each Mortgage Loan that occurred
during the immediately preceding calendar month.
(b) With respect to any Distribution Date, the principal
portion of each Realized Loss (other than any Excess Loss) shall
be allocated as follows:
(i) the applicable PO Percentage of the principal
portion of any such Realized Loss shall be allocated to the
Class PO Certificates until the Class Certificate Principal
Balance thereof has been reduced to zero; and
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(ii) the applicable Non-PO Percentage of the principal
portion of any such Realized Loss shall be allocated in the
following order of priority:
first, to the Class B5 Certificates until the
Class Certificate Principal Balance thereof has been
reduced to zero;
second, to the Class B4 Certificates until the
Class Certificate Principal Balance thereof has been
reduced to zero;
third, to the Class B3 Certificates until the
Class Certificate Principal Balance thereof has been
reduced to zero;
fourth, to the Class B2 Certificates until the
Class Certificate Principal Balance thereof has been
reduced to zero;
fifth, to the Class B1 Certificates until the
Class Certificate Principal Balance thereof has been
reduced to zero;
sixth, to the Class M Certificates until the Class
Certificate Principal Balance thereof has been reduced
to zero; and
seventh, to the Classes of Senior Certificates
other than the Class PO Certificates, pro rata, in
accordance with their Class Certificate Principal
Balances; provided, that any such loss allocated to any
Class of Accrual Certificates (and any Accrual
Component) shall be allocated (subject to Section
4.03(d)) on the basis of the lesser of (x) the Class
Certificate Principal Balance (or Component Principal
Balance) thereof immediately prior to the applicable
Distribution Date and (y) the Class Certificate
Principal Balance (or Component Principal Balance)
thereof on the Closing Date (as reduced by any Realized
Losses previously allocated thereto).
(c) With respect to any Distribution Date, the principal
portion of any Excess Loss (other than Excess Bankruptcy Losses
attributable to Debt Service Reductions) shall be allocated as
follows: (1) the PO Percentage of any such loss shall be
allocated to the Class PO Certificates, and (2) the Non-PO
Percentage of any such loss shall be allocated to each Class of
Certificates other than the Class PO Certificates, pro rata,
based on the respective Class Certificate Principal Balances
thereof; provided, that any such loss allocated to any Class of
Accrual Certificates (and any Accrual Component) shall be
allocated (subject to Section 4.03(d)) on the basis of the lesser
of (x) the Class Certificate Principal Balance (or Component
Principal Balance) thereof immediately prior to the applicable
Distribution Date and (y) the Class Certificate Principal Balance
(or Component Principal Balance) thereof on the Closing Date (as
reduced by any Realized Losses previously allocated thereto).
(d) Any Realized Losses allocated to a Class of
Certificates pursuant to Section 4.03(b) or (c) shall be
allocated among the Certificates of such Class in proportion to
their respective Certificate Principal Balances. In addition, any
Realized Losses allocated to any Class of Component Certificates
on a Distribution Date shall be allocated in reduction of the
Component Principal Balances of the related Components (other
than any Notional Component)
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in proportion to their respective Component Principal Balances
immediately prior to such Distribution Date. Any allocation of
Realized Losses pursuant to this paragraph (d) shall be
accomplished by reducing the Certificate Principal Balance (or,
in the case of any Component, the Component Principal Balance) of
the related Certificates (or Components) on the related
Distribution Date in accordance with Section 4.03(e).
(e) Realized Losses allocated in accordance with this
Section 4.03 shall be allocated on the Distribution Date in the
month following the month in which such loss was incurred and, in
the case of the principal portion thereof, after giving effect to
distributions made on such Distribution Date, except that the
aggregate amount of Realized Losses to be allocated to the Class
PO Certificates on such Distribution Date will be taken into
account in determining distributions in respect of any Class PO
Deferred Amount for such date.
(f) On each Distribution Date, the Company shall determine
the Subordinate Certificate Writedown Amount, if any. Any such
Subordinate Certificate Writedown Amount shall effect a
corresponding reduction in the Certificate Principal Balance of
the Subordinate Certificates, which reduction shall occur on such
Distribution Date after giving effect to distributions made on
such Distribution Date.
(g) Notwithstanding the foregoing, no such allocation of
any Realized Loss shall be made on a Distribution Date to a Class
of Certificates to the extent that such allocation would result
in the reduction of the aggregate Certificate Principal Balances
of all the Certificates as of such Distribution Date, after
giving effect to all distributions and prior allocations of
Realized Losses on such date, to an amount less than the
aggregate Scheduled Principal Balance of the Mortgage Loans as of
the first day of the month of such Distribution Date, less any
Deficient Valuations occurring on or prior to the Bankruptcy
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)),
no Monthly Advance shall be required with respect thereto for the
month in which such purchase occurs. 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 transfer to 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 in next-day funds
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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 transfers or expects to
transfer 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 transferred, if
any, shall be deemed to have been transferred 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. Each month,
at least two Business Days prior to each Distribution Date, the
Company shall deliver to the Trustee for mailing to each
Certificateholder, and the Trustee shall mail to each
Certificateholder on such Distribution Date, a statement (each, a
"Distribution Date Statement") substantially in the form of
Exhibit J hereto, setting forth:
(i) The amount of such distribution to the
Certificateholders of each Class (and in respect of any
Component), other than any Notional Certificates (and any
Notional Component), allocable to principal, separately
identifying the aggregate amount of any Principal
Prepayments included therein (including, for this purpose,
the Scheduled Principal Balances of all Defaulted Mortgage
Loans and Defective Mortgage Loans purchased pursuant to
Section 2.02, 2.03(b) or 3.16, respectively, and any amounts
deposited pursuant to Section 2.03(b) in connection with the
substitution of any Mortgage Loans pursuant to Section 2.02
or 2.03(a), the proceeds of which purchases or substitutions
are being distributed on such Distribution Date);
(ii) The amount of such distribution to the
Certificateholders of each Class (other than any Class of
Principal Only Certificates) allocable to interest,
including any Accrual Amount added to the Class Certificate
Principal Balance or Component Principal Balance of any
Class of Accrual Certificates or any Accrual Components;
(iii) The amount of servicing compensation paid to the
Company during the month preceding the month of distribution
in respect of the Mortgage Loans and such other customary
information as the Company deems necessary or desirable to
enable Certificateholders to prepare their tax returns;
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(iv) The Pool Scheduled Principal Balance and the
aggregate number of the Mortgage Loans on the preceding Due
Date after giving effect to all distributions allocable to
principal made on such Distribution Date;
(v) The Class Certificate Principal Balance (or
Notional Principal Balance) of each Class, the Component
Principal Balance of each Component and the Certificate
Principal Balance (or Notional Principal Balance) of a
Single Certificate of each Class after giving effect to (i)
all distributions allocable to principal (or reductions in
the Notional Principal Balance, in the case of the Notional
Certificates, or the addition of any Accrual Amount, in the
case of any Class of Accrual Certificates) made on such
Distribution Date and (ii) the allocation of any Realized
Losses and any Subordinate Certificate Writedown Amount for
such Distribution Date;
(vi) The Pay-out Rate applicable to each Class of
Certificates;
(vii) The book value and unpaid principal balance of
any real estate acquired on behalf of Certificateholders
through foreclosure, or grant of a deed in lieu of
foreclosure or otherwise, of any REO Mortgage Loan, and the
number of the related Mortgage Loans;
(viii) The aggregate Scheduled Principal Balances and
number of Mortgage Loans which, as of the close of business
on the last day of the month preceding the related
Distribution Date, were (a) delinquent as to a total of (x)
30-59 days, (y) 60-89 days and (z) 90 days or more, and (b)
in foreclosure;
(ix) The Scheduled Principal Balance of any Mortgage
Loan replaced pursuant to Section 2.03(b);
(x) The Certificate Interest Rates of any LIBOR
Certificates and any COFI Certificates applicable to the
Interest Accrual Period relating to such Distribution Date
and such Class;
(xi) The Senior Percentage, the Class A3 Percentage and
the Junior Percentage for such Distribution Date;
(xii) The Senior Prepayment Percentage, the Class A3
Prepayment Distribution Percentage and the Junior Prepayment
Percentage for such Distribution Date; and
(xiii) The amount of such distribution to the
Certificateholders of each Class allocable to Unanticipated
Recoveries.
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,
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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
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).
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 1998, 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 Base Servicing Fees by
Compensating Interest Payments. The aggregate amount of the Base
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
the Trustee for the benefit of the
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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.
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 249,404,292.56. 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:
Initial Class
Certificate Certificate
Principal Interest Minimum
Designation Balance Rate Denominations
- ----------- ------- ---- -------------
Class A1 $ 53,222,479.00 6.50% 25,000
Class A2 6,750,000.00 6.50 25,000
Class A3 27,000,000.00 6.50 25,000
Class A4 (1) 0.25 4,025,000
Class A5 50,500,000.00 6.25 25,000
Class A6 106,500,000.00 6.50 25,000
Class PO 443,527.37 0.00 250,000
Class M 1,870,532.00 6.50 100,000
Class B1 623,510.00 6.50 100,000
Class B2 623,510.00 6.50 100,000
Class B3 1,122,319.00 6.50 250,000
Class B4 374,106.00 6.50 250,000
Class B5 374,109.19 6.50 250,000
Class R 100.00 6.50 100
Class RL 100.00 6.50 100
- ----------------------.
(1) The Class A4 Certificates are issued with an initial
Notional Principal Balance of $50,500,000.00.
(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
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held in the minimum dollar denominations in Certificate Principal
Balance or Notional Principal Balance, as applicable, specified
in Section 5.01(b), and integral multiples of $1,000 in excess
thereof. The Non-Book-Entry Certificates other than each Class of
the Residual Certificates 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 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 the 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 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.
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
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written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder
thereof or his attorney duly authorized in writing.
No service charge shall be made for any registration
of transfer or exchange of Certificates, but the Trustee may
require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
All Certificates surrendered for registration of
transfer and exchange shall be canceled and subsequently
destroyed by the Trustee and a certificate of destruction shall
be delivered by the Trustee to the Company.
(b) No legal or beneficial interest in all or any portion
of the Residual Certificates may be transferred directly or
indirectly to (i) 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
Residual Certificates, shall be accompanied by a written
statement in
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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
of 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.
No transfer of a Restricted Certificate shall be made
unless such transfer is made pursuant to an effective
registration statement under the Securities Act of 1933, as
amended (the "Act"), and any applicable state securities laws, in
each case as evidenced by an Officer's Certificate, or is exempt
from the registration requirements of the Act and any applicable
state securities laws. In the event of such registration, any
restrictive legends set forth in the form of the relevant
Restricted Certificate in Exhibit A hereto with respect to the
Act and state securities law restrictions shall be removed by the
Trustee upon request of the Holder thereof and automatically upon
exchange or registration of transfer thereof. As a condition to
any transfer that is to be made in reliance upon an exemption
from the Act and such laws of a (i) Class PO Certificate or (ii)
Restricted Junior Certificate to any person other than a QIB (as
certified by the proposed transferee in the form of assignment
attached to the related Certificate), either (x) the Trustee
shall require the transferee to execute an investment letter in
the form substantially as set
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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 PO
Certificates to the Company or upon any subsequent transfer of
any 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.
(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
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Exhibit F) from such transferee to the effect that, among
other things, such transferee is not a Plan or a Person that
is using the assets of a Plan to acquire any such
Certificate. The preparation and delivery of such
certificate shall not be an expense of the Trust Fund, the
Trustee or the Company.
(d) Subject to Section 8.01(i) hereof, the Trustee may
conclusively rely upon any certificate, affidavit or opinion
delivered pursuant to Section 5.02(b) or (c). Any certificate or
affidavit required to be delivered by a transferee under this
Section 5.02 may be executed and delivered in the name of such
transferee by its attorney-in-fact duly authorized in writing in
form and substance satisfactory to the Trustee.
(e) Except as to any additional Certificate of any Class of
Book-Entry Certificates held in physical certificated form
pursuant to Section 5.02(g) or any Restricted Junior Certificate
of any Class of Book-Entry Certificates that is transferred to an
entity other than a QIB, the Book-Entry Certificates shall,
subject to Section 5.02(f), at all times remain registered in the
name of the Depository or its nominee and at all times: (i)
registration thereof may not be transferred by the Trustee except
to another Depository; (ii) the Depository shall maintain
book-entry records with respect to the Certificate Owners and
with respect to ownership and transfers of such Certificates;
(iii) ownership and transfers of registration of the Certificates
issued in book-entry form on the books of the Depository shall be
governed by applicable rules established by the Depository and
the rights of Certificate Owners with respect to Book-Entry
Certificates shall be governed by applicable law and agreements
between such Certificate Owners and the Depository, Depository
Participants, and indirect participating firms; (iv) the
Depository may collect its usual and customary fees, charges and
expenses from its Depository Participants; (v) the Trustee shall
deal with the Depository, Depository Participants and indirect
participating firms as authorized representatives of the
Certificate Owners of the Certificates issued in book-entry form
for all purposes including the making of payments due on the
Book-Entry Certificates and exercising the rights of Holders
under this Agreement, and requests and directions for and votes
of such representatives shall not be deemed to be inconsistent if
they are made with respect to different Certificate Owners; (vi)
the Trustee may rely and shall be fully protected in relying upon
information furnished by the Depository with respect to its
Depository Participants and furnished by the Depository
Participants with respect to indirect participating firms and
persons shown on the books of such indirect participating firms
as direct or indirect Certificate Owners; (vii) Certificate
Owners shall not be entitled to 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
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violation of applicable restrictions set forth herein,
except in the event of the failure of the Trustee to perform its
duties and fulfill its obligations under this Agreement.
(f) If (x)(i) the Company or the Depository advises the
Trustee in writing that the Depository is no longer willing,
qualified or able to properly discharge its responsibilities as
Depository, and (ii) the Trustee or the Company is unable to
locate a qualified successor, (y) the Company at its option
advises the Trustee in writing that it elects to terminate the
book-entry system through the Depository or (z) after the
occurrence of an Event of Default, Certificate Owners
representing not less than 51% of the aggregate Voting Rights
allocated to the Book-Entry Certificates together advise the
Trustee and the Depository through the Depository Participants in
writing that the continuation of a book-entry system through the
Depository is no longer in the best interests of the Certificate
Owners, the Trustee shall notify all Certificate Owners, through
the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to Certificate Owners
requesting the same. Upon surrender to the Trustee of such
Certificates by the Depository, accompanied by registration
instructions from the Depository for registration, the Trustee
shall issue the Definitive Certificates. Neither the Company nor
the Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected
in relying on, such instructions. Upon the issuance of Definitive
Certificates all references herein to obligations imposed upon or
to be performed by the Depository shall be deemed to be imposed
upon and performed by the Trustee, to the extent applicable with
respect to such Definitive Certificates and the Trustee shall
recognize the Holders of the Definitive Certificates as
Certificateholders hereunder.
(g) On or prior to the Closing Date, there shall be
delivered to the Depository (or to State Street Bank and Trust
Company acting as custodian for the Depository pursuant to the
Depository's procedures) one certificate for each Class of
Book-Entry Certificates registered in the name of the
Depository's nominee, Cede & Co. The face amount of each such
Certificate shall represent 100% of the initial Class Certificate
Principal Balance thereof, except for such amount that does not
constitute an acceptable denomination to the Depository. An
additional Certificate of each Class of Book-Entry Certificates
may be issued evidencing such remainder and, if so issued, will
be held in physical certificated form by the Holders thereof.
Each Certificate issued in book-entry form shall bear the
following legend:
"Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to Issuer or its agent for registration of
transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein."
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates. If (a) any mutilated Certificate is surrendered to
the Certificate Registrar, or the Certificate Registrar receives
evidence to its satisfaction of the destruction, loss or theft of
any Certificate and (b) there is delivered to the Company, the
Certificate Registrar and the Trustee such security or indemnity
as may be required by them to save each of them harmless, then,
in the absence of notice to the
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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 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
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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
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
for the related Interest Accrual Period as such rate equal to the
Interest Settlement Rate. If such rate does not appear on the
Designated Telerate Page as of 11:00 a.m., London time, on the
applicable LIBOR Determination Date:
(i) The Trustee will request the principal London
office of each Reference Bank (as defined in Section
5.08(e)) to provide such bank's offered quotation (expressed
as a percentage per annum) to prime banks in the London
interbank market for one-month U.S. Dollar deposits as of
11:00 a.m., London time, on the applicable LIBOR
Determination Date.
(ii) 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
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be the arithmetic mean of such offered quotations (rounding
such arithmetic mean upwards, if necessary, to the nearest
whole multiple of 1/16%). If on any LIBOR Determination Date
only one or none of the Reference Banks provide such offered
quotations, LIBOR for the next Interest Accrual Period will
be the rate per annum 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 rate that three major banks in
New York City selected by the Trustee are quoting as of
approximately 11:00 a.m., New York City time, on the first
day of the applicable Interest Accrual Period.
(iii) If on any LIBOR Determination Date the Trustee is
required but unable to determine LIBOR in the manner
provided in subparagraph (ii) of this Section 5.08(a), 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.
(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 display designated "LIBO" on the Reuters
Monitor Money Rates Service (the "Reuters Screen LIBO Page") 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, or if such page is no longer published, 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
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
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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.
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
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(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
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
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capacity as servicer by the terms and provisions hereof;
provided, however, that the responsibilities and duties of the
Company pursuant to Sections 2.02 and 2.03(a) and, if the Trustee
is prohibited by law or regulation from making Monthly Advances,
the responsibility to make Monthly Advances pursuant to Section
4.04, shall not be the responsibilities, duties or obligations of
the Trustee; and provided further, that any failure of the
Trustee to perform such duties and responsibilities that is
caused by the Company's failure to cooperate with the Trustee as
required by Section 7.01 shall not be considered a default by the
Trustee hereunder. As compensation therefor, the Trustee shall,
except as provided in Section 7.01, be entitled to such
compensation as the Company would have been entitled to hereunder
if no such notice of termination had been given. Notwithstanding
the above, the Trustee may, if it shall be unwilling so to act,
or shall, if it is legally unable so to act, appoint, or petition
a court of competent jurisdiction to appoint, any established
housing and home finance institution approved to service mortgage
loans for either FNMA or FHLMC, having a net worth of not less
than $10,000,000, as the successor to the Company hereunder in
the assumption of all or any part of the responsibilities, duties
or liabilities of the Company hereunder. Pending appointment of a
successor to the Company pursuant to this Article VII, unless the
Trustee is prohibited by law from so acting, the Trustee shall
act in such capacity as hereinabove provided. In connection with
such appointment and assumption, the Trustee may make such
arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree;
provided, however, that no such compensation shall be in excess
of that permitted the Company hereunder. The Trustee and such
successor shall take such action, consistent with this Agreement,
as shall be necessary to effectuate any such succession.
(b) Any successor, including the Trustee, to the Company as
servicer pursuant to this Article VII shall during the term of
its service as servicer maintain in force (i) a policy or
policies of insurance covering errors and omissions in the
performance of its obligations as servicer hereunder, and (ii) a
fidelity bond in respect of its officers, employees and agents to
the same extent as the Company is so required pursuant to Section
3.15.
Section 7.03. Notification to Certificateholders. Upon any
termination or appointment of a successor to the Company pursuant
to this Article VII, the Trustee shall give prompt written notice
thereof to Certificateholders at their respective addresses
appearing in the Certificate Register.
ARTICLE VIII
THE TRUSTEE
Section 8.01. Duties of Trustee. The Trustee, prior to the
occurrence of an Event of Default and after the curing of all
Events of Default which may have occurred, undertakes to perform
such duties and only such duties as are specifically set forth in
this Agreement. If an Event of Default has occurred (which has
not been cured), the Trustee shall exercise such of the rights
and powers vested in it by this Agreement, and use the same
degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of
his or her own affairs.
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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
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
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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
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
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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
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 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
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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 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
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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
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
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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;
(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 established hereunder.
The Trustee, upon request, will furnish the Company with all such
information within its possession as may be reasonably required
in connection with the preparation of all tax returns of the
Trust Fund and any Reserve Fund, and shall, upon request, execute
such returns.
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 Remittance 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 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.
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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 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 established hereunder,
the Trustee will attach a statement specifying the date of the
adoption of the plan of liquidation.
ARTICLE X
MISCELLANEOUS PROVISIONS
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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 surrender any right or power herein conferred upon
the Company, 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.
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
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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 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
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
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<PAGE>
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
IBCA, Inc., One State Street Plaza, New York, New York 10004,
Attention: Structured Finance Surveillance, and (d) in the case
of S&P, Standard and Poor's Ratings Services, 26 Broadway, 10th
Floor, New York, New York 10004, Attention: Residential Mortgage
Surveillance, 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
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,
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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.
* * *
98
<PAGE>
IN WITNESS WHEREOF, the Company and the Trustee have
caused this Agreement to be duly executed by their respective
officers and their respective seals, duly attested, to be
hereunto affixed, all as of the day and year first above written.
GE CAPITAL MORTGAGE SERVICES, INC.
By:____________________________________
Name:
Title:
[SEAL]
Attest:
By:____________________________________
Name:
Title:
STATE STREET BANK AND
TRUST COMPANY,
as Trustee
By:______________________________________
Name:
Title:
[SEAL]
Attest:
By:____________________________________
Name:
Title:
<PAGE>
State of New Jersey )
) ss.:
County of Camden )
On the day of September, 1998 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, 1998 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 1998-16
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 $53,222,479
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
Cut-off Date:
September 1, 1998
First Distribution Date: CUSIP:36157RSE6
October 26, 1998
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, 1998 (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 1998, 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
pendency of such distribution and only upon presentation and
3
<PAGE>
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 1998-16, issued in fifteen Classes (Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class R,
Class RL, Class PO, Class M, Class B1, Class B2, Class B3, Class
B4 and Class B5, herein called the "Certificates").
The Certificates are limited in right of payment to
certain payments on and collections in respect of the Mortgage
Loans, all as more specifically set forth in the Agreement. The
Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the
Certificate Account for payment hereunder and that the Trustee in
its individual capacity is not personally liable to the
Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain
exceptions therein provided, certain losses on the Mortgage Loans
resulting from defaults by Mortgagors will be borne by the
Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the
Holders of the other Classes of the Certificates.
This Certificate does not purport to summarize the
Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties
and immunities of the Trustee.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Certificateholders under the Agreement at any time by the Company
and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined
in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
4
<PAGE>
is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
No transfer of any Class M, Class B1, Class B2, Class
B3, Class B4 or Class B5 Certificate which is in the form of a
Definitive Certificate shall be made to any Person unless the
Trustee has received (i) a certificate from such transferee to
the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or a plan subject to Section 4975 of
the Internal Revenue Code of 1986, as amended ("Section 4975") (a
"Plan") or a Person that is using the assets of a Plan to acquire
such Certificate or (y) is an insurance company investing assets
of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption
95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemption")
applies to such transferee's acquisition and holding of such
Certificate, or (ii) an opinion of counsel satisfactory to the
Trustee, which opinion shall not be an expense of the Trustee or
the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the
Trust Fund being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA or Section 4975 and
will not subject the Trustee or the Company to any obligation in
addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in
the event that, as a result of a change of law or otherwise,
counsel satisfactory to the Trustee has rendered an opinion to
the effect that the purchase and holding of a Class M, Class B1,
Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or
a Person that is purchasing or holding such Certificate with the
assets of a Plan will not constitute or result in a prohibited
transaction under ERISA or Section 4975.
No transfer of any Class R or 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 or 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 or Class RL
Certificate.
5
<PAGE>
As provided in the Agreement, and subject to certain
limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register of the Trustee upon
surrender of this Certificate for registration of transfer at the
office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the
City of New York, accompanied by a written instrument of transfer
in form satisfactory to the Company, the Trustee, and the
Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized
denominations evidencing the same aggregate Percentage Interest
will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in denominations specified in the
Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for
new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by
the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Trustee may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any
agent of the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Trustee, the Certificate
Registrar nor any such agent shall be affected by any notice to
the contrary.
The obligations and responsibilities created by the
Agreement, and the Trust Fund created thereby shall terminate
upon 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)
6
<PAGE>
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:__________________
8
<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.
9
<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.
10
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-16
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 $6,750,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
Cut-off Date:
September 1, 1998
First Distribution Date: CUSIP:36157RSF3
October 26, 1998
11
<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, 1998 (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 1998, 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
12
<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.
13
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-16
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 $27,000,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
Cut-off Date:
September 1, 1998
First Distribution Date: CUSIP:36157RSG1
October 26, 1998
14
<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, 1998 (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 1998, 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
15
<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).
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.
16
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-16
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 Notional
Principal Balance:
Class A4 $50,500,000
Certificate Interest Initial Notional Principal
Rate per annum: 0.25% Balance of this Certificate:
Cut-off Date:
September 1, 1998
First Distribution Date: CUSIP:36157RSH9
October 26, 1998
17
<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 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, 1998 (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 1998, 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
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 1998-16
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 $50,500,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.25% Balance of this Certificate:
Cut-off Date:
September 1, 1998
First Distribution Date: CUSIP:36157RSJ5
October 26, 1998
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 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, 1998 (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 1998, 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>
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.
22
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-16
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 $106,500,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
Cut-off Date:
September 1, 1998
First Distribution Date: CUSIP:36157RSK2
October 26, 1998
23
<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, 1998 (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 1998, 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
24
<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 THE
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") 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 DEFINED
HEREIN) 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.
25
<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 1998-16
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 $100
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
Cut-off Date:
September 1, 1998
First Distribution Date: CUSIP:36157RSL0
October 26, 1998
26
<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, 1998 (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 1998, 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
pendency of such distribution and only upon presentation and
27
<PAGE>
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 1998-16, issued in fifteen Classes (Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class R,
Class RL, Class PO, Class M, Class B1, Class B2, Class B3, Class
B4 and Class B5, herein called the "Certificates").
The Certificates are limited in right of payment to
certain payments on and collections in respect of the Mortgage
Loans, all as more specifically set forth in the Agreement. The
Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the
Certificate Account for payment hereunder and that the Trustee in
its individual capacity is not personally liable to the
Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain
exceptions therein provided, certain losses on the Mortgage Loans
resulting from defaults by Mortgagors will be borne by the
Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the
Holders of the other Classes of the Certificates.
This Certificate does not purport to summarize the
Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties
and immunities of the Trustee.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Certificateholders under the Agreement at any time by the Company
and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined
in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
28
<PAGE>
is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
No transfer of any Class M, Class B1, Class B2, Class
B3, Class B4 or Class B5 Certificate which is in the form of a
Definitive Certificate shall be made to any Person unless the
Trustee has received (i) a certificate from such transferee to
the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or a plan subject to Section 4975 of
the Internal Revenue Code of 1986, as amended ("Section 4975") (a
"Plan") or a Person that is using the assets of a Plan to acquire
such Certificate or (y) is an insurance company investing assets
of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption
95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemption")
applies to such transferee's acquisition and holding of such
Certificate, or (ii) an opinion of counsel satisfactory to the
Trustee, which opinion shall not be an expense of the Trustee or
the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the
Trust Fund being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA or Section 4975 and
will not subject the Trustee or the Company to any obligation in
addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in
the event that, as a result of a change of law or otherwise,
counsel satisfactory to the Trustee has rendered an opinion to
the effect that the purchase and holding of a Class M, Class B1,
Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or
a Person that is purchasing or holding such Certificate with the
assets of a Plan will not constitute or result in a prohibited
transaction under ERISA or Section 4975.
No transfer of any Class R or 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 or 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 or Class RL
Certificate.
29
<PAGE>
As provided in the Agreement, and subject to certain
limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register of the Trustee upon
surrender of this Certificate for registration of transfer at the
office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the
City of New York, accompanied by a written instrument of transfer
in form satisfactory to the Company, the Trustee, and the
Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized
denominations evidencing the same aggregate Percentage Interest
will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in denominations specified in the
Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for
new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by
the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Trustee may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any
agent of the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Trustee, the Certificate
Registrar nor any such agent shall be affected by any notice to
the contrary.
The obligations and responsibilities created by the
Agreement, and the Trust Fund created thereby shall terminate
upon 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)
30
<PAGE>
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.
31
<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:__________________
32
<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.
33
<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 THE
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") 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 RL CERTIFICATE, BY ACCEPTANCE HEREOF, IS
DEEMED TO HAVE IRREVOCABLY APPOINTED THE COMPANY (AS DEFINED
HEREIN) 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.
34
<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 1998-16
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 $100
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
Cut-off Date:
September 1, 1998
First Distribution Date: CUSIP:36157RSQ9
October 26, 1998
35
<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, 1998 (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 1998, 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
pendency of such distribution and only upon presentation and
36
<PAGE>
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 1998-16, issued in fifteen Classes (Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class R,
Class RL, Class PO, Class M, Class B1, Class B2, Class B3, Class
B4 and Class B5, herein called the "Certificates").
The Certificates are limited in right of payment to
certain payments on and collections in respect of the Mortgage
Loans, all as more specifically set forth in the Agreement. The
Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the
Certificate Account for payment hereunder and that the Trustee in
its individual capacity is not personally liable to the
Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain
exceptions therein provided, certain losses on the Mortgage Loans
resulting from defaults by Mortgagors will be borne by the
Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the
Holders of the other Classes of the Certificates.
This Certificate does not purport to summarize the
Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties
and immunities of the Trustee.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Certificateholders under the Agreement at any time by the Company
and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined
in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
37
<PAGE>
is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
No transfer of any Class M, Class B1, Class B2, Class
B3, Class B4 or Class B5 Certificate which is in the form of a
Definitive Certificate shall be made to any Person unless the
Trustee has received (i) a certificate from such transferee to
the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or a plan subject to Section 4975 of
the Internal Revenue Code of 1986, as amended ("Section 4975") (a
"Plan") or a Person that is using the assets of a Plan to acquire
such Certificate or (y) is an insurance company investing assets
of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption
95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemption")
applies to such transferee's acquisition and holding of such
Certificate, or (ii) an opinion of counsel satisfactory to the
Trustee, which opinion shall not be an expense of the Trustee or
the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the
Trust Fund being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA or Section 4975 and
will not subject the Trustee or the Company to any obligation in
addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in
the event that, as a result of a change of law or otherwise,
counsel satisfactory to the Trustee has rendered an opinion to
the effect that the purchase and holding of a Class M, Class B1,
Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or
a Person that is purchasing or holding such Certificate with the
assets of a Plan will not constitute or result in a prohibited
transaction under ERISA or Section 4975.
No transfer of any Class R or 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 or 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 or Class RL
Certificate.
38
<PAGE>
As provided in the Agreement, and subject to certain
limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register of the Trustee upon
surrender of this Certificate for registration of transfer at the
office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the
City of New York, accompanied by a written instrument of transfer
in form satisfactory to the Company, the Trustee, and the
Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized
denominations evidencing the same aggregate Percentage Interest
will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in denominations specified in the
Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for
new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by
the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Trustee may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any
agent of the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Trustee, the Certificate
Registrar nor any such agent shall be affected by any notice to
the contrary.
The obligations and responsibilities created by the
Agreement, and the Trust Fund created thereby shall terminate
upon 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)
39
<PAGE>
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.
40
<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:__________________
41
<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.
42
<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.
43
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-16
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R Initial Class M Certificate
Principal Balance:
Class M $1,870,532
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
Cut-off Date:
September 1, 1998
First Distribution Date: CUSIP:36157RSM8
October 26, 1998
45
<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, 1998 (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 1998, 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
pendency of such distribution and only upon presentation and
45
<PAGE>
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 1998-16, issued in fifteen Classes (Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class R,
Class RL, Class PO, Class M, Class B1, Class B2, Class B3, Class
B4 and Class B5, herein called the "Certificates").
The Certificates are limited in right of payment to
certain payments on and collections in respect of the Mortgage
Loans, all as more specifically set forth in the Agreement. The
Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the
Certificate Account for payment hereunder and that the Trustee in
its individual capacity is not personally liable to the
Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain
exceptions therein provided, certain losses on the Mortgage Loans
resulting from defaults by Mortgagors will be borne by the
Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the
Holders of the other Classes of the Certificates.
This Certificate does not purport to summarize the
Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties
and immunities of the Trustee.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Certificateholders under the Agreement at any time by the Company
and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined
in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
46
<PAGE>
is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
No transfer of any Class M, Class B1, Class B2, Class
B3, Class B4 or Class B5 Certificate which is in the form of a
Definitive Certificate shall be made to any Person unless the
Trustee has received (i) a certificate from such transferee to
the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or a plan subject to Section 4975 of
the Internal Revenue Code of 1986, as amended ("Section 4975") (a
"Plan") or a Person that is using the assets of a Plan to acquire
such Certificate or (y) is an insurance company investing assets
of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption
95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemption")
applies to such transferee's acquisition and holding of such
Certificate, or (ii) an opinion of counsel satisfactory to the
Trustee, which opinion shall not be an expense of the Trustee or
the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the
Trust Fund being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA or Section 4975 and
will not subject the Trustee or the Company to any obligation in
addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in
the event that, as a result of a change of law or otherwise,
counsel satisfactory to the Trustee has rendered an opinion to
the effect that the purchase and holding of a Class M, Class B1,
Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or
a Person that is purchasing or holding such Certificate with the
assets of a Plan will not constitute or result in a prohibited
transaction under ERISA or Section 4975.
No transfer of any Class R or 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 or 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 or Class RL
Certificate.
47
<PAGE>
As provided in the Agreement, and subject to certain
limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register of the Trustee upon
surrender of this Certificate for registration of transfer at the
office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the
City of New York, accompanied by a written instrument of transfer
in form satisfactory to the Company, the Trustee, and the
Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized
denominations evidencing the same aggregate Percentage Interest
will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in denominations specified in the
Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for
new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by
the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Trustee may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any
agent of the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Trustee, the Certificate
Registrar nor any such agent shall be affected by any notice to
the contrary.
The obligations and responsibilities created by the
Agreement, and the Trust Fund created thereby shall terminate
upon 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)
48
<PAGE>
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.
49
<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:__________________
50
<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.
51
<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.
52
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-16
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 $623,510
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
Cut-off Date:
September 1, 1998
First Distribution Date: CUSIP:36157RSN6
October 26, 1998
53
<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, 1998 (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 1998, 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 pendency of such
54
<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.
55
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-16
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 $623,510
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
Cut-off Date:
September 1, 1998
First Distribution Date: CUSIP:36157RSP1
October 26, 1998
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 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, 1998 (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 1998, 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 pendency of such
57
<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. THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN
OTHER RESTRICTIONS AS SET FORTH HEREIN.
58
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-16
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 $1,122,319.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
Cut-off Date:
September 1, 1998
First Distribution Date: CUSIP:36157RSU0
October 26, 1998
59
<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, 1998 (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 1998, 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
pendency of such distribution and only upon presentation and
60
<PAGE>
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 1998-16, issued in fifteen Classes (Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class R,
Class RL, Class PO, Class M, Class B1, Class B2, Class B3, Class
B4 and Class B5, herein called the "Certificates").
The Certificates are limited in right of payment to
certain payments on and collections in respect of the Mortgage
Loans, all as more specifically set forth in the Agreement. The
Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the
Certificate Account for payment hereunder and that the Trustee in
its individual capacity is not personally liable to the
Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain
exceptions therein provided, certain losses on the Mortgage Loans
resulting from defaults by Mortgagors will be borne by the
Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the
Holders of the other Classes of the Certificates.
This Certificate does not purport to summarize the
Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties
and immunities of the Trustee.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Certificateholders under the Agreement at any time by the Company
and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined
in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
61
<PAGE>
is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
No transfer of any Class M, Class B1, Class B2, Class
B3, Class B4 or Class B5 Certificate which is in the form of a
Definitive Certificate shall be made to any Person unless the
Trustee has received (i) a certificate from such transferee to
the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or a plan subject to Section 4975 of
the Internal Revenue Code of 1986, as amended ("Section 4975") (a
"Plan") or a Person that is using the assets of a Plan to acquire
such Certificate or (y) is an insurance company investing assets
of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption
95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemption")
applies to such transferee's acquisition and holding of such
Certificate, or (ii) an opinion of counsel satisfactory to the
Trustee, which opinion shall not be an expense of the Trustee or
the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the
Trust Fund being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA or Section 4975 and
will not subject the Trustee or the Company to any obligation in
addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in
the event that, as a result of a change of law or otherwise,
counsel satisfactory to the Trustee has rendered an opinion to
the effect that the purchase and holding of a Class M, Class B1,
Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or
a Person that is purchasing or holding such Certificate with the
assets of a Plan will not constitute or result in a prohibited
transaction under ERISA or Section 4975.
No transfer of any Class R or 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 or 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 or Class RL
Certificate.
62
<PAGE>
As provided in the Agreement, and subject to certain
limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register of the Trustee upon
surrender of this Certificate for registration of transfer at the
office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the
City of New York, accompanied by a written instrument of transfer
in form satisfactory to the Company, the Trustee, and the
Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized
denominations evidencing the same aggregate Percentage Interest
will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in denominations specified in the
Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for
new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by
the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Trustee may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any
agent of the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Trustee, the Certificate
Registrar nor any such agent shall be affected by any notice to
the contrary.
The obligations and responsibilities created by the
Agreement, and the Trust Fund created thereby shall terminate
upon 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)
63
<PAGE>
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.
64
<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:__________________
65
<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.
66
<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 Securities Act of 1933, as amended) and acknowledges that it
has received such information as the undersigned has requested
67
<PAGE>
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)
68
<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. THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN
OTHER RESTRICTIONS AS SET FORTH HEREIN.
69
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-16
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 $374,106.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
Cut-off Date:
September 1, 1998
First Distribution Date: CUSIP:36157RSV8
October 26, 1998
70
<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, 1998 (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 1998, 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 pendency of such
71
<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. THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN
OTHER RESTRICTIONS AS SET FORTH HEREIN.
72
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-16
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 $374,109.19
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
Cut-off Date:
September 1, 1998
First Distribution Date: CUSIP:36157RSW6
October 26, 1998
73
<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, 1998 (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 1998, 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 pendency of such
74
<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 "SECURITIES ACT"). ANY RESALE OR
TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER
THE SECURITIES ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPT FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES 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).
75
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-16
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 $443,527.37
Certificate Interest Initial Certificate Principal
Rate per annum: Balance of this Certificate:
non-interest bearing
Cut-off Date:
September 1, 1998
First Distribution Date:
October 26, 1998
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 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, 1998 (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 1998, 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
pendency of such distribution and only upon presentation and
77
<PAGE>
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 1998-16, issued in fifteen Classes (Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class R,
Class RL, Class PO, Class M, Class B1, Class B2, Class B3, Class
B4 and Class B5, herein called the "Certificates").
The Certificates are limited in right of payment to
certain payments on and collections in respect of the Mortgage
Loans, all as more specifically set forth in the Agreement. The
Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the
Certificate Account for payment hereunder and that the Trustee in
its individual capacity is not personally liable to the
Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain
exceptions therein provided, certain losses on the Mortgage Loans
resulting from defaults by Mortgagors will be borne by the
Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the
Holders of the other Classes of the Certificates.
This Certificate does not purport to summarize the
Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties
and immunities of the Trustee.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Certificateholders under the Agreement at any time by the Company
and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined
in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
78
<PAGE>
is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
No transfer of any Class M, Class B1, Class B2, Class
B3, Class B4 or Class B5 Certificate which is in the form of a
Definitive Certificate shall be made to any Person unless the
Trustee has received (i) a certificate from such transferee to
the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or a plan subject to Section 4975 of
the Internal Revenue Code of 1986, as amended ("Section 4975") (a
"Plan") or a Person that is using the assets of a Plan to acquire
such Certificate or (y) is an insurance company investing assets
of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Class
Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the
"Exemption") applies to such transferee's acquisition and holding
of such Certificate, or (ii) an opinion of counsel satisfactory
to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and
holding of such Certificate will not constitute or result in the
assets of the Trust Fund being deemed to be "plan assets" and
subject to the prohibited transaction provisions of ERISA or
Section 4975 and will not subject the Trustee or the Company to
any obligation in addition to those undertaken in the Agreement;
provided, however, that the Trustee will not require such
certificate or opinion in the event that, as a result of a change
of law or otherwise, counsel satisfactory to the Trustee has
rendered an opinion to the effect that the purchase and holding
of a Class M, Class B1, Class B2, Class B3, Class B4 or Class B5
Certificate by a Plan or a Person that is purchasing or holding
such Certificate with the assets of a Plan will not constitute or
result in a prohibited transaction under ERISA or Section 4975.
No transfer of any Class R or 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 or 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 or Class RL
Certificate.
79
<PAGE>
As provided in the Agreement, and subject to certain
limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register of the Trustee upon
surrender of this Certificate for registration of transfer at the
office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the
City of New York, accompanied by a written instrument of transfer
in form satisfactory to the Company, the Trustee, and the
Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized
denominations evidencing the same aggregate Percentage Interest
will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in denominations specified in the
Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for
new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by
the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Trustee may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any
agent of the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Trustee, the Certificate
Registrar nor any such agent shall be affected by any notice to
the contrary.
The obligations and responsibilities created by the
Agreement, and the Trust Fund created thereby shall terminate
upon 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)
80
<PAGE>
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:__________________
82
<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.
83
<PAGE>
EXHIBIT B
PRINCIPAL BALANCE SCHEDULES
<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 Base Servicing Fee Rate for such Mortgage Loan.
Cooperative Loans and Enhanced Streamlined Refinance program
loans shall be designated as such.]
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 1
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007678238 MORTGAGORS: BOK FREDERICK
BOK JUANITA
REGION CODE ADDRESS : 9 TIMBER LAKE ROAD
01 CITY : SHERMAN
STATE/ZIP : CT 06784
MORTGAGE AMOUNT : 258,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,973.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,303.66 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/12
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0007681604 MORTGAGORS: CLARKE CHRISTOPHER
CLARKE EILEEN
REGION CODE ADDRESS : 81 31 HADDON STREET
02 CITY : JAMAICA ESTATES
STATE/ZIP : NY 11432
MORTGAGE AMOUNT : 276,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 273,372.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,480.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007682107 MORTGAGORS: SCHWERMAN JACK
REGION CODE ADDRESS : 1600 MORGANTON RD T-13
02 CITY : PINEHURST
STATE/ZIP : NC 28374
MORTGAGE AMOUNT : 254,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,529.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,247.68 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 63.50000
----------------------------------------------------------------
0 0007682131 MORTGAGORS: JOSHI SATISH
JOSHI SHIMA
REGION CODE ADDRESS : 1928 VIA ESTUDILLO
02 CITY : PALOS VERDES ESTATE
STATE/ZIP : CA 90274
MORTGAGE AMOUNT : 550,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 543,022.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,982.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 72.36842
----------------------------------------------------------------
0 0007682321 MORTGAGORS: ZIMMERMAN DOUGLAS
REGION CODE ADDRESS : 24 PIERMONT RD
02 CITY : ROCKLEIGH
STATE/ZIP : NJ 07647
MORTGAGE AMOUNT : 900,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 888,785.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 8,215.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 015
LTV : 36.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,238,300.00
P & I AMT: 20,229.96
UPB AMT: 2,205,683.77
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 2
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007682388 MORTGAGORS: YAROS RONALD
YAROS CHRISTINE
REGION CODE ADDRESS : 19 CHERRY HILLS FARM DRIVE
02 CITY : ENGLEWOOD
STATE/ZIP : CO 80110
MORTGAGE AMOUNT : 1,000,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 987,539.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 9,128.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 015
LTV : 52.63157
----------------------------------------------------------------
0 0007682438 MORTGAGORS: WAGNER JOHN
REGION CODE ADDRESS : 16 PONDEROSA DR
02 CITY : BOULDER
STATE/ZIP : CO 80303
MORTGAGE AMOUNT : 766,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 756,455.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 6,992.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 015
LTV : 55.10791
----------------------------------------------------------------
0 0007682628 MORTGAGORS: MCKAY KEVIN
MCKAY MICHELE
REGION CODE ADDRESS : 3635 SADDLE ROCK CT
02 CITY : COLORADO SPRINGS
STATE/ZIP : CO 80918
MORTGAGE AMOUNT : 283,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,682.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,469.59 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 83.38235
----------------------------------------------------------------
0 0007682636 MORTGAGORS: BLAIR RONALD
REGION CODE ADDRESS : 1335 SAN LUCAS CT
02 CITY : SOLANA BEACH
STATE/ZIP : CA 92075
MORTGAGE AMOUNT : 510,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 505,092.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,548.46 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 76.11900
----------------------------------------------------------------
0 0007682651 MORTGAGORS: RIVERS LINCOLN
RIVERS MINA
REGION CODE ADDRESS : 38 BLEECKER STREET
02 CITY : JERSEY CITY
STATE/ZIP : NJ 07307
MORTGAGE AMOUNT : 147,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 142,617.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,678.52 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 04/01/08
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 86.47058
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,706,500.00
P & I AMT: 24,817.73
UPB AMT: 2,672,387.52
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 3
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007682669 MORTGAGORS: CHAREST GLENN
REGION CODE ADDRESS : 1772 HERON RIDGE
02 CITY : BLOOMFIELD HILLS
STATE/ZIP : MI 48302
MORTGAGE AMOUNT : 810,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 799,665.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 7,280.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 015
LTV : 57.85714
----------------------------------------------------------------
0 0007682875 MORTGAGORS: FRANKL ANDRAS
FRANKL DAWN
REGION CODE ADDRESS : 140 BIRCH ROAD
02 CITY : FRANKLIN LAKES
STATE/ZIP : NJ 07417
MORTGAGE AMOUNT : 899,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 890,788.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 8,083.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 015
LTV : 56.20937
----------------------------------------------------------------
0 0007683089 MORTGAGORS: LEONARD THOMAS
LEONARD LINDA
REGION CODE ADDRESS : 41 WILLOW CREEK LANE
02 CITY : DANVILLE
STATE/ZIP : CA 94526
MORTGAGE AMOUNT : 670,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 665,805.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 6,069.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 015
LTV : 29.13043
----------------------------------------------------------------
0 0007683154 MORTGAGORS: GOEBEL JOHN
REHAN-GOEBEL ANN
REGION CODE ADDRESS : 1961 CASA DE ELEGANTE COURT
02 CITY : LAS VEGAS
STATE/ZIP : NV 89117
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 444,296.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,076.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 70.86614
----------------------------------------------------------------
0 0007683352 MORTGAGORS: GELLER RONALD
REGION CODE ADDRESS : 560 S BRONSON AVENUE
02 CITY : LOS ANGELES
STATE/ZIP : CA 90020
MORTGAGE AMOUNT : 614,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 608,279.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,604.98 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.70900
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 3,443,350.00
P & I AMT: 31,114.43
UPB AMT: 3,408,835.61
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 4
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007683402 MORTGAGORS: SANBORN TIMOTHY
SANBORN ANN
REGION CODE ADDRESS : 17 ORIOLE AVENUE
02 CITY : BRONXVILLE
STATE/ZIP : NY 10708
MORTGAGE AMOUNT : 720,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 713,291.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 6,572.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 015
LTV : 60.00000
----------------------------------------------------------------
0 0007686595 MORTGAGORS: JOHNSON STEPHEN
JOHNSON JENNIFER
REGION CODE ADDRESS : 1502 COACHLAMP COVE
02 CITY : CEDAR PARK
STATE/ZIP : TX 78613
MORTGAGE AMOUNT : 104,914.00 OPTION TO CONVERT :
UNPAID BALANCE : 97,818.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,056.33 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 10/01/11
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 65.00000
----------------------------------------------------------------
0 0007686603 MORTGAGORS: SWANKE STEPHEN
SWANKE DENICE
REGION CODE ADDRESS : 38 EAST 200 NORTH
02 CITY : MOAB
STATE/ZIP : UT 84532
MORTGAGE AMOUNT : 131,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 121,972.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,242.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 11/01/11
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------
0 0007686611 MORTGAGORS: BROCK LOIS
REGION CODE ADDRESS : 3301 CARTERSVILLE HIGHWAY
02 CITY : TAYLORSVILLE
STATE/ZIP : GA 30178
MORTGAGE AMOUNT : 47,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 45,724.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 457.75 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 06/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 68.91400
----------------------------------------------------------------
0 0007686629 MORTGAGORS: HILL KENNETH
HILL BEVERLY
REGION CODE ADDRESS : 4 ALHAJA LANE
02 CITY : HOT SPRINGS
STATE/ZIP : AR 71909
MORTGAGE AMOUNT : 70,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 69,127.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 639.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 35.47200
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,073,814.00
P & I AMT: 9,968.17
UPB AMT: 1,047,934.42
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 5
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007686637 MORTGAGORS: RODRIGUEZ DAUTRIEVE
RODRIGUEZ FAYE
REGION CODE ADDRESS : 4249 WILSON STREET
02 CITY : GROVES
STATE/ZIP : TX 77616
MORTGAGE AMOUNT : 114,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 113,057.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,037.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 78.99200
----------------------------------------------------------------
0 0007686652 MORTGAGORS: HUDSON DOROTHY
HUDSON MICHAEL
REGION CODE ADDRESS : LOT 19 CONFEDERATE PLACE
02 CITY : CABOT
STATE/ZIP : AR 72023
MORTGAGE AMOUNT : 80,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 79,013.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 735.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 41.78600
----------------------------------------------------------------
0 0007686660 MORTGAGORS: HOLLAND STEVEN
HOLLAND MARYLAND
REGION CODE ADDRESS : 8209 FENWAY ROAD
02 CITY : BETHESDA
STATE/ZIP : MD 20817
MORTGAGE AMOUNT : 214,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 211,304.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,938.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 52.57900
----------------------------------------------------------------
0 0007686678 MORTGAGORS: DUNBAR JOSEPH
DUNBAR CHRISTINE
REGION CODE ADDRESS : 2123 WEST MONROE STREET
02 CITY : CHANDLER
STATE/ZIP : AZ 85224
MORTGAGE AMOUNT : 76,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 74,397.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 715.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 02/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007686686 MORTGAGORS: JOHNSEN MARTHA
REGION CODE ADDRESS : 7873 EAST CHOLLA STREET
02 CITY : SCOTTSDALE
STATE/ZIP : AZ 85260
MORTGAGE AMOUNT : 219,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 216,937.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,983.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.92700
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 703,500.00
P & I AMT: 6,410.71
UPB AMT: 694,711.47
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 6
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007686694 MORTGAGORS: WESTMORELAND NANCY
WESTMORELAND STEPHEN
REGION CODE ADDRESS : 7900 COMFORT COVE
02 CITY : AUSTIN
STATE/ZIP : TX 78731
MORTGAGE AMOUNT : 232,256.00 OPTION TO CONVERT :
UNPAID BALANCE : 230,068.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,103.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0007686710 MORTGAGORS: WUILLOUD-AGUAS THIERRY
WUILLOUD-AGUAS MARY
REGION CODE ADDRESS : 2217 NORTHWEST PINNACLE DRIVE
02 CITY : PORTLAND
STATE/ZIP : OR 97229
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 414,933.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,923.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007686728 MORTGAGORS: HAGEMAN KENT
HAGEMAN MICHELLE
REGION CODE ADDRESS : 3431 EAST ERIE AVENUE
02 CITY : LORAIN
STATE/ZIP : OH 44052
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,670.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,282.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 33.33300
----------------------------------------------------------------
0 0007686736 MORTGAGORS: KELLER GERALD
KELLER CAROLINE
REGION CODE ADDRESS : 67 FOREST ROAD
02 CITY : ASHEVILLE
STATE/ZIP : NC 28803
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 281,448.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,601.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 71.25000
----------------------------------------------------------------
0 0007686744 MORTGAGORS: MATTIMORE TIMOTHY
MATTIMORE MONICA
REGION CODE ADDRESS : 79 MYRTLE BOULEVARD
02 CITY : LARCHMONT
STATE/ZIP : NY 10538
MORTGAGE AMOUNT : 295,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 291,324.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,692.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,482,256.00
P & I AMT: 13,603.97
UPB AMT: 1,465,445.96
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 7
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007686751 MORTGAGORS: MARCUS HILDA
MARCUS GERALD
REGION CODE ADDRESS : 293 CONSTITUTION CIRCLE, UNIT 293
02 CITY : NORTH BRUNSWICK
STATE/ZIP : NJ 08902
MORTGAGE AMOUNT : 78,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 77,573.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 744.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 68.26000
----------------------------------------------------------------
0 0007686769 MORTGAGORS: LUTZ DONNA
REGION CODE ADDRESS : WITTENS MILL
02 CITY : NORTH TAZEWELL
STATE/ZIP : VA 24630
MORTGAGE AMOUNT : 75,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 74,345.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 716.74 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0007686777 MORTGAGORS: ZEITER JOSEPH
REGION CODE ADDRESS : 3700 COUNTRY CLUB BLVD
02 CITY : STOCKTON
STATE/ZIP : CA 95204
MORTGAGE AMOUNT : 1,000,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 990,683.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 9,128.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 015
LTV : 51.28200
----------------------------------------------------------------
0 0007686785 MORTGAGORS: LEYDEN DONALD
LEYDEN ALICE
REGION CODE ADDRESS : UNIT 3-C THE COVES AT WILTON CREEK
02 CITY : HARTFIELD
STATE/ZIP : VA 23071
MORTGAGE AMOUNT : 106,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 105,001.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 960.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 64.83100
----------------------------------------------------------------
0 0007686793 MORTGAGORS: BOYD JOAN
BOYD HARRY
REGION CODE ADDRESS : 971 EDGEWOOD AVENUE
02 CITY : PELHAM MANOR
STATE/ZIP : NY 10803
MORTGAGE AMOUNT : 100,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 99,107.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 941.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 18.51800
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,359,500.00
P & I AMT: 12,491.37
UPB AMT: 1,346,711.50
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 8
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007686801 MORTGAGORS: STOLTZ ALBERT
STOLTZ KELLIE
REGION CODE ADDRESS : 1530 EAST THISTLE RIDGE ROAD
02 CITY : HIGHLANDS RANCH
STATE/ZIP : CO 80126
MORTGAGE AMOUNT : 237,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 234,767.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,146.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 71.81818
----------------------------------------------------------------
0 0007686819 MORTGAGORS: GETMAN CHRISTOPHER
GETMAN EVELYN
REGION CODE ADDRESS : 286 LIVINGSTON STREET
02 CITY : NEW HAVEN
STATE/ZIP : CT 06511
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,235.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,759.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 68.14100
----------------------------------------------------------------
0 0007686827 MORTGAGORS: LACHENMAN THOMAS
REGION CODE ADDRESS : 7788 WHITE ROAD
02 CITY : RISING SUN
STATE/ZIP : IN 47040
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 396,067.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,511.97 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 55.60600
----------------------------------------------------------------
0 0007686835 MORTGAGORS: KOSTYSHYN JERRY
KOSTYSHYN MARGARET
REGION CODE ADDRESS : 12 MORFORD ROAD
02 CITY : NEW MONMOUTH
STATE/ZIP : NJ 07748
MORTGAGE AMOUNT : 145,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 144,577.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,393.81 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 72.56200
----------------------------------------------------------------
0 0007686843 MORTGAGORS: JACKSON GAIL
REGION CODE ADDRESS : 6106 SHENANDOAH AVENUE
02 CITY : LOS ANGELES
STATE/ZIP : CA 90056
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 371,543.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,449.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,457,850.00
P & I AMT: 13,262.09
UPB AMT: 1,444,191.25
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 9
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007686850 MORTGAGORS: RUBIO ROBERT
RUBIO MILLIE
REGION CODE ADDRESS : 25 KINGSWOOD DRIVE
02 CITY : PITTSBURG
STATE/ZIP : CA 94565
MORTGAGE AMOUNT : 132,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 131,173.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,195.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007686868 MORTGAGORS: GOODWIN BARRY
EISLEBEN SHERRIE
REGION CODE ADDRESS : 7 ROAD HOLE
02 CITY : WILLIAMSBURG
STATE/ZIP : VA 23188
MORTGAGE AMOUNT : 388,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 384,345.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,514.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 77.75500
----------------------------------------------------------------
0 0007686876 MORTGAGORS: BOLLMAN ROGER
BOLLMAN DORENE
REGION CODE ADDRESS : 544 MISSISSIPPI TERRACE
02 CITY : LE CLAIRE
STATE/ZIP : IA 52753
MORTGAGE AMOUNT : 55,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 54,487.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 502.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 57.95500
----------------------------------------------------------------
0 0007686884 MORTGAGORS: MIDWINTER THOMAS
MIDWINTER GERALDINE
REGION CODE ADDRESS : 24 HOFSTRA DRIVE
02 CITY : SMITHTOWN
STATE/ZIP : NY 11787
MORTGAGE AMOUNT : 61,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 59,779.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 582.95 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 35.88200
----------------------------------------------------------------
0 0007686892 MORTGAGORS: SPINDLER PASTY
SPINDLER JAMES
REGION CODE ADDRESS : 3730 EAST TURTLE HATCH ROAD
02 CITY : SPRINGFIELD
STATE/ZIP : MO 65809
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,750.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,759.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 53.57100
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 936,000.00
P & I AMT: 8,555.11
UPB AMT: 926,537.04
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 10
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007686900 MORTGAGORS: SMITH M
REGION CODE ADDRESS : 608 RACE STREET
02 CITY : HARRISBURG
STATE/ZIP : PA 17104
MORTGAGE AMOUNT : 50,001.00 OPTION TO CONVERT :
UNPAID BALANCE : 49,072.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 452.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 44.64375
----------------------------------------------------------------
0 0007686918 MORTGAGORS: BORKOWSKI CHARLES
BORKOWSKI KATHLEEN
REGION CODE ADDRESS : 14 55TH STREET UNIT B
02 CITY : SEA ISLE CITY
STATE/ZIP : NJ 08243
MORTGAGE AMOUNT : 200,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 197,507.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,825.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 63.49200
----------------------------------------------------------------
0 0007686926 MORTGAGORS: COLE JOHN
REGION CODE ADDRESS : 274 PINE STREET
02 CITY : ATLANTIC BEACH
STATE/ZIP : FL 32233
MORTGAGE AMOUNT : 68,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 67,338.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 601.74 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007686942 MORTGAGORS: CHOI JASON
CHOI MARGARET
REGION CODE ADDRESS : 16910 ENCINE HILLS DRIVE
02 CITY : LOS ANGELES
STATE/ZIP : CA 91436
MORTGAGE AMOUNT : 700,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 695,665.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 6,390.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 015
LTV : 58.33300
----------------------------------------------------------------
0 0007686967 MORTGAGORS: BAKER MICHAEL
REGION CODE ADDRESS : 2 SCHOONER LANDING
02 CITY : YORK
STATE/ZIP : ME 03909
MORTGAGE AMOUNT : 367,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 363,191.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,324.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.67000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,385,001.00
P & I AMT: 12,594.83
UPB AMT: 1,372,775.75
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 11
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007686975 MORTGAGORS: COYNE JOHN
COYNE JUDITH
REGION CODE ADDRESS : 99 REED AVENUE
02 CITY : PELHAM MANOR
STATE/ZIP : NY 10803
MORTGAGE AMOUNT : 135,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 133,742.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,232.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 34.61500
----------------------------------------------------------------
0 0007686983 MORTGAGORS: PRITCHARD CLYDE
KELLE-PRITCHARD SEGLINDA
REGION CODE ADDRESS : 24700 PRITCHARD LANE
02 CITY : FRANKLIN
STATE/ZIP : MI 48025
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,818.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,389.13 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 47.61900
----------------------------------------------------------------
0 0007686991 MORTGAGORS: JOHNSTON ELIZABETH
REGION CODE ADDRESS : 4390 HACKLEY POINT
02 CITY : NORTON SHORES
STATE/ZIP : MI 49441
MORTGAGE AMOUNT : 266,955.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,861.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,436.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 67.33300
----------------------------------------------------------------
0 0007687015 MORTGAGORS: HARPER STEPHEN
REGION CODE ADDRESS : 1112 SUTHERLAND LANE #4
02 CITY : CAPITOLA
STATE/ZIP : CA 95010
MORTGAGE AMOUNT : 125,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 123,508.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,176.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 61.33300
----------------------------------------------------------------
0 0007687023 MORTGAGORS: SCARBOROUGH JERRY
SCARBOROUGH DONNA
REGION CODE ADDRESS : 1410 NORTH TUCKER ROAD
02 CITY : STREET
STATE/ZIP : MD 21154
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,739.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,173.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 77.41900
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,016,955.00
P & I AMT: 9,409.00
UPB AMT: 1,003,670.01
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 12
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007687031 MORTGAGORS: BISGROVE LARRY
BISGROVE JANE
REGION CODE ADDRESS : 3539 SHORELINE CIRCLE
02 CITY : PALM HARBOR
STATE/ZIP : FL 34684
MORTGAGE AMOUNT : 130,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 128,721.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,141.39 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 49.96100
----------------------------------------------------------------
0 0007687049 MORTGAGORS: HUSTON TERRY
HUSTON DEBRA
REGION CODE ADDRESS : 280 OVERHILL DRIVE
02 CITY : CHAMBERSBURG
STATE/ZIP : PA 17201
MORTGAGE AMOUNT : 105,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 104,032.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 965.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 67.39900
----------------------------------------------------------------
0 0007687056 MORTGAGORS: DAVIS STUART
DAVIS TINA
REGION CODE ADDRESS : 140 HIGHLAND AVENUE
02 CITY : PENNSVILLE
STATE/ZIP : NJ 08070
MORTGAGE AMOUNT : 80,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 79,254.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 730.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 63.49200
----------------------------------------------------------------
0 0007687064 MORTGAGORS: KAFERLE JOSEPH
KARERLE BARBARA
REGION CODE ADDRESS : 7443 SOUTH RIDGE ROAD
02 CITY : MADISON
STATE/ZIP : OH 44057
MORTGAGE AMOUNT : 60,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 59,403.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 522.66 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 50.00000
----------------------------------------------------------------
0 0007687072 MORTGAGORS: WHITTED THOMAS
WHITTED AMELIA
REGION CODE ADDRESS : 1120 OLDE OAKS DRIVE
02 CITY : WESTWEGO
STATE/ZIP : LA 70094
MORTGAGE AMOUNT : 40,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 38,878.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 382.27 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 31.37200
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 415,000.00
P & I AMT: 3,742.53
UPB AMT: 410,291.30
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 13
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007687080 MORTGAGORS: REILLY PATRICK
REILLY SUZANNE
REGION CODE ADDRESS : 115 LUCIA LANE
02 CITY : O' FALLON
STATE/ZIP : IL 62269
MORTGAGE AMOUNT : 73,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 72,726.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 692.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007687098 MORTGAGORS: FANG VIRGINIA
REGION CODE ADDRESS : 130 WEST 79TH STREET UNIT 4F
02 CITY : NEW YORK
STATE/ZIP : NY 10024
MORTGAGE AMOUNT : 297,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,728.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,715.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0007687106 MORTGAGORS: MCCULLAGH DAVID
MCCULLAGH LISA
REGION CODE ADDRESS : COTTAGE #31
02 CITY : SKYTOP
STATE/ZIP : PA 18357
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 346,877.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,294.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0007687114 MORTGAGORS: BRUNETTE JEFFERY
BRUNETTE ALICIA
REGION CODE ADDRESS : 356 MANSON LANE
02 CITY : JACKSONVILLE
STATE/ZIP : FL 32220
MORTGAGE AMOUNT : 57,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 57,063.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 525.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007687122 MORTGAGORS: HERN JOHN
HERN TERRI
REGION CODE ADDRESS : 9543 EAST SUNBURST DRIVE
02 CITY : SUN LAKES
STATE/ZIP : AZ 85248
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,294.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,802.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 68.73800
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,078,700.00
P & I AMT: 10,031.21
UPB AMT: 1,068,690.07
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 14
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007687130 MORTGAGORS: SMITH GARY
SMITH TRACEY
REGION CODE ADDRESS : 6 SPRINGDALE ROAD
02 CITY : SCARSDALE
STATE/ZIP : NY 10583
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 445,622.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,982.09 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 72.00000
----------------------------------------------------------------
0 0007687148 MORTGAGORS: DINDA ROBERT
DINDA MARGIT
REGION CODE ADDRESS : 286 AQUARINA BOULEVARD
02 CITY : MELBOURNE BEACH
STATE/ZIP : FL 32951
MORTGAGE AMOUNT : 161,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 159,995.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,474.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0007687171 MORTGAGORS: PERRY DAVID
PERRY SUSAN
REGION CODE ADDRESS : 4315 SHIMERVILLE ROAD
02 CITY : UPPER MILFORD TWP
STATE/ZIP : PA 18049
MORTGAGE AMOUNT : 207,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 205,071.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,889.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0007687189 MORTGAGORS: TEEGARDEN MICHAEL
REGION CODE ADDRESS : 1122 HUGHES AVENUE
02 CITY : SANTA ROSA
STATE/ZIP : CA 95407
MORTGAGE AMOUNT : 135,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 134,127.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,194.64 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 69.02100
----------------------------------------------------------------
0 0007687197 MORTGAGORS: BAISMAN MARGARITA
BAISMAN OSCAR
REGION CODE ADDRESS : 325 HARBOR DRIVE
02 CITY : KEY BISCAYNE
STATE/ZIP : FL 33149
MORTGAGE AMOUNT : 400,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 396,808.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,684.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,354,000.00
P & I AMT: 12,224.92
UPB AMT: 1,341,625.46
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 15
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007687213 MORTGAGORS: KELLEY SUE
RUTLEDGE L
REGION CODE ADDRESS : 109 THORPES PARISH
02 CITY : WILLIAMSBURG
STATE/ZIP : VA 23185
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,168.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,300.76 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 47.27200
----------------------------------------------------------------
0 0007687221 MORTGAGORS: KWUN SOON
KWUN Y
REGION CODE ADDRESS : 4460 WILSHIRE BOULEVARD UNIT #607
02 CITY : LOS ANGELES
STATE/ZIP : CA 90010
MORTGAGE AMOUNT : 329,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 325,967.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,026.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0007687247 MORTGAGORS: KENNEDY KENNETH
KENNEDY ROSALIA
REGION CODE ADDRESS : 18444 CHAPARRAL DRIVE
02 CITY : PENN VALLEY
STATE/ZIP : CA 95946
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 415,914.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,716.62 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0007687254 MORTGAGORS: BOTTGE NANCY
REGION CODE ADDRESS : 401 SECOND AVENUE
02 CITY : INDIALANTIC
STATE/ZIP : FL 32903
MORTGAGE AMOUNT : 150,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 148,770.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,422.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0007687262 MORTGAGORS: SHORTRIDGE ROBERT
SHORTRIDGE PAMELA
REGION CODE ADDRESS : 1369 STEPHEN WAY
02 CITY : SAN JOSE
STATE/ZIP : CA 95129
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 396,313.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,679.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 67.76264
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,559,000.00
P & I AMT: 14,146.30
UPB AMT: 1,544,134.57
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 16
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007687270 MORTGAGORS: TURNER JOHN
TURNER RENEE
REGION CODE ADDRESS : 27 ELM STREET
02 CITY : GOFFSTOWN
STATE/ZIP : NH 03045
MORTGAGE AMOUNT : 94,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 93,133.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 864.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 67.14200
----------------------------------------------------------------
0 0007687288 MORTGAGORS: YOUNG JOHN
YOUNG PAMELA
REGION CODE ADDRESS : 4840 COYOTE WELLS CIRCLE
02 CITY : WESTLAKE VILLAGE
STATE/ZIP : CA 91362
MORTGAGE AMOUNT : 520,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 515,411.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,931.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0007687296 MORTGAGORS: LICHTENSTEIN IRENE
REGION CODE ADDRESS : 18690 LANCASHIRE WAY
02 CITY : SAN DIEGO
STATE/ZIP : CA 92128
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 321,972.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,966.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0007687312 MORTGAGORS: VANDEWALLE DAVID
VANDEWALLE MARY JO
REGION CODE ADDRESS : 1220 ASH DRIVE
02 CITY : GLENN
STATE/ZIP : MI 49416
MORTGAGE AMOUNT : 276,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 273,428.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,519.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 67.35107
----------------------------------------------------------------
0 0007687320 MORTGAGORS: BOBBS ARTHUR
BOBBS DONNA
REGION CODE ADDRESS : R R 4 BOX 389 12 A
02 CITY : JERSEY SHORE
STATE/ZIP : PA 17740
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 317,050.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,943.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 77.29400
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,535,000.00
P & I AMT: 14,226.73
UPB AMT: 1,520,996.52
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 17
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007687338 MORTGAGORS: HUDSPETH-WHETNALL THERESSA
REGION CODE ADDRESS : 574 PARADISE DRIVE
02 CITY : BEAVERTON
STATE/ZIP : MI 48612
MORTGAGE AMOUNT : 150,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 148,525.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,316.99 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 69.80400
----------------------------------------------------------------
0 0007687346 MORTGAGORS: FIEBKE CRAIG
REGION CODE ADDRESS : 1601 WEST WHITE STREET
02 CITY : BAY CITY
STATE/ZIP : MI 48706
MORTGAGE AMOUNT : 63,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 62,406.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 570.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0007687353 MORTGAGORS: WITHERILL CHIP
WITHERILL KAREN
REGION CODE ADDRESS : 10100 HADLEY AVENUE
02 CITY : NORTHRIDGE
STATE/ZIP : CA 91324
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,720.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,717.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 70.58800
----------------------------------------------------------------
0 0007687361 MORTGAGORS: REDDY CHENNA
REDDY LALITHA
REGION CODE ADDRESS : 1965 BROADWAY UNIT 14D
02 CITY : NEW YORK
STATE/ZIP : NY 10023
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 347,902.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,269.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 59.32200
----------------------------------------------------------------
0 0007687387 MORTGAGORS: LETELLIER PIERRE
LETELLIER SARA
REGION CODE ADDRESS : 1408 WEST YARNELL DRIVE
02 CITY : LARKSPUR
STATE/ZIP : CO 80118
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 238,481.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,157.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.23500
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,103,000.00
P & I AMT: 10,031.80
UPB AMT: 1,095,036.30
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 18
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007687403 MORTGAGORS: KERSHAW JOHN
KERSHAW ETTA
REGION CODE ADDRESS : 687 AUTUMN GLEN DRIVE
02 CITY : MELBOURNE
STATE/ZIP : FL 32940
MORTGAGE AMOUNT : 191,998.00 OPTION TO CONVERT :
UNPAID BALANCE : 187,515.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,739.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 70.00100
----------------------------------------------------------------
0 0007687411 MORTGAGORS: CARLSON KRISTINE
CARLSON MARK
REGION CODE ADDRESS : 2912 SPRING CREEK ROAD
02 CITY : ROCKFORD
STATE/ZIP : IL 61107
MORTGAGE AMOUNT : 327,608.00 OPTION TO CONVERT :
UNPAID BALANCE : 325,443.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,853.81 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 59.56500
----------------------------------------------------------------
0 0007690977 MORTGAGORS: SUMRELL DOUGLAS
SUMRELL MARIAN
REGION CODE ADDRESS : 4173 RAMSEY COURT
02 CITY : EVANS
STATE/ZIP : GA 30809
MORTGAGE AMOUNT : 263,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,135.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,314.39 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007690985 MORTGAGORS: FEIBUSH CHARLES
FEIBUSH YVONNE
REGION CODE ADDRESS : 315 N LARKIN DRIVE
02 CITY : COVINA
STATE/ZIP : CA 91722
MORTGAGE AMOUNT : 135,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 134,200.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,212.48 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.97500
----------------------------------------------------------------
0 0007690993 MORTGAGORS: ROSS KENNETH
ROSS DIANE
REGION CODE ADDRESS : 13462 CAMINITO CARMEL
02 CITY : SAN DIEGO
STATE/ZIP : CA 92014
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,139.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,675.57 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 58.25200
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,219,156.00
P & I AMT: 10,795.43
UPB AMT: 1,203,434.94
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 19
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007691009 MORTGAGORS: STEWART BILL
STEWART JACQUELYNN
REGION CODE ADDRESS : 28551 AVENIDA LA MANCHA
02 CITY : SAN JUAN CAPISTRANO
STATE/ZIP : CA 92627
MORTGAGE AMOUNT : 395,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 389,862.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,495.39 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 36.07300
----------------------------------------------------------------
0 0007691017 MORTGAGORS: JOHNSON GREGORY
JOHNSON VICKY
REGION CODE ADDRESS : 43449 ELK RUN
02 CITY : STEAMBOAT SPRINGS
STATE/ZIP : CO 80487
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 345,638.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,195.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 23.33300
----------------------------------------------------------------
0 0007691025 MORTGAGORS: MOHTASHAMI MOHAMMAD
LAVARI HAYDEH
REGION CODE ADDRESS : 25456 NELLIE GAIL ROAD
02 CITY : LAGUNA HILLS
STATE/ZIP : CA 92653
MORTGAGE AMOUNT : 520,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 513,590.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,783.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 53.33300
----------------------------------------------------------------
0 0007691033 MORTGAGORS: KUSIK MICHAEL
KUSIK JUDITH
REGION CODE ADDRESS : 3637 VIA PALOMINO
02 CITY : PALOS VERDE ESTATES
STATE/ZIP : CA 90274
MORTGAGE AMOUNT : 245,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 241,947.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,236.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 50.51500
----------------------------------------------------------------
0 0007691041 MORTGAGORS: SCHMIDTKE LAWRENCE
REGION CODE ADDRESS : 5655 TOYON ROAD
02 CITY : SAN DIEGO
STATE/ZIP : CA 92115
MORTGAGE AMOUNT : 404,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 399,073.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,745.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 67.33300
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,914,000.00
P & I AMT: 17,455.66
UPB AMT: 1,890,112.68
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 20
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007691058 MORTGAGORS: GENTZ CHARLES
REGION CODE ADDRESS : 2200 COUNTRY COTTAGE COURT
02 CITY : LAS VEGAS
STATE/ZIP : NV 89117
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,419.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,575.79 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0007691066 MORTGAGORS: SHAHEEN J
SHAHEEN KAREN
REGION CODE ADDRESS : 25541 HACIENDA PLACE
02 CITY : CARMEL
STATE/ZIP : CA 93923
MORTGAGE AMOUNT : 488,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 483,354.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,386.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007691074 MORTGAGORS: MARCUS BRIAN
MARCUS SUSANNE
REGION CODE ADDRESS : 8453 CLIFFRIDGE AVENUE
02 CITY : SAN DIEGO
STATE/ZIP : CA 92037
MORTGAGE AMOUNT : 525,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 518,316.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,718.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0007691082 MORTGAGORS: PAK BYONG
PAK SONY
REGION CODE ADDRESS : 5170 KEANE DR
02 CITY : CARMICHAEL
STATE/ZIP : CA 95608
MORTGAGE AMOUNT : 560,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 551,251.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,112.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 76.71200
----------------------------------------------------------------
0 0007691116 MORTGAGORS: KIM YUNG
KIM JAMES
REGION CODE ADDRESS : 2141 NORTH EUCLID AVENUE
02 CITY : UPLAND
STATE/ZIP : CA 91784
MORTGAGE AMOUNT : 352,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 347,661.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,238.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,205,000.00
P & I AMT: 20,031.10
UPB AMT: 2,178,002.35
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 21
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007691124 MORTGAGORS: BUELL HOY
REGION CODE ADDRESS : 1826 CHORRO STREET
02 CITY : SAN LUIS OBISPO
STATE/ZIP : CA 93401
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,449.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,649.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 78.90400
----------------------------------------------------------------
0 0007691140 MORTGAGORS: WALKER JAMES
WALKER KYUNG
REGION CODE ADDRESS : 2922 KIPERASH DRIVE
02 CITY : SAN JOSE
STATE/ZIP : CA 95133
MORTGAGE AMOUNT : 254,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,625.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,212.62 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 78.15300
----------------------------------------------------------------
0 0007691157 MORTGAGORS: WIEDERIN LINDA
WIEDERIN RICHARD
REGION CODE ADDRESS : 1347 STOCKBRIDGE DRIVE
02 CITY : SAN JOSE
STATE/ZIP : CA 95130
MORTGAGE AMOUNT : 237,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 235,311.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,184.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 69.85200
----------------------------------------------------------------
0 0007691165 MORTGAGORS: ENGLEBRECHT JOSEPH
ENGLEBRECHT CYNTHIA
REGION CODE ADDRESS : 404 40TH ST
02 CITY : NEWPORT BEACH
STATE/ZIP : CA 92663
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 371,506.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,423.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0007691173 MORTGAGORS: KRIZMAN ANNE
REGION CODE ADDRESS : 727 BAYVIEW PLACE
02 CITY : LAGUNA BEACH
STATE/ZIP : CA 92651
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 414,653.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,775.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,574,500.00
P & I AMT: 14,245.14
UPB AMT: 1,556,545.82
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 22
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007691181 MORTGAGORS: KARIMI JAFAR
DAGHIGHI SIMIN
REGION CODE ADDRESS : 24201 RUE DE GAUGUIN
02 CITY : LAGUNA NIGUEL
STATE/ZIP : CA 92677
MORTGAGE AMOUNT : 242,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,745.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,209.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 69.14200
----------------------------------------------------------------
0 0007691199 MORTGAGORS: BARDAS SANDRA
REGION CODE ADDRESS : 1341-1343 HOOVER STREET
02 CITY : MENLO PARK
STATE/ZIP : CA 94025
MORTGAGE AMOUNT : 362,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 357,340.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,228.52 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 62.95600
----------------------------------------------------------------
0 0007691207 MORTGAGORS: CARAVAJAL SUSANA
CARAVAJAL EDUARDO
REGION CODE ADDRESS : 5350 VIA SEVILLA
02 CITY : YORBA LINDA
STATE/ZIP : CA 92887
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,142.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,601.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0007691215 MORTGAGORS: 0'MARA JAMES
O'MARA SANDRA
REGION CODE ADDRESS : 36 CRESTA DEL SOL
02 CITY : SAN CLEMENTE
STATE/ZIP : CA 92673
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 415,914.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,716.62 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 64.61500
----------------------------------------------------------------
0 0007691231 MORTGAGORS: GOENJIAN ARMEN
GOENJIAN AZNIV
REGION CODE ADDRESS : 501 VIA LA SELVA
02 CITY : REDONDO BEACH
STATE/ZIP : CA 90277
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 286,347.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,626.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 53.21100
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,599,000.00
P & I AMT: 14,382.85
UPB AMT: 1,579,489.98
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 23
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007691249 MORTGAGORS: HARRIS MARY
KENDLE DOUGLAS
REGION CODE ADDRESS : 1825 VIA ARRIBA
02 CITY : PALOS VERDES ESTATES
STATE/ZIP : CA 90274
MORTGAGE AMOUNT : 571,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 564,082.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,214.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007691256 MORTGAGORS: DATTA MOHINDER
DATTA PAWAN
REGION CODE ADDRESS : 449 STONEFIELD PLACE
02 CITY : MORAGA
STATE/ZIP : CA 94556
MORTGAGE AMOUNT : 425,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 415,458.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,790.38 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 73.91300
----------------------------------------------------------------
0 0007691264 MORTGAGORS: WONG ALEX
REGION CODE ADDRESS : 545 LOS ARBOLES LANE
02 CITY : SAN MARINO
STATE/ZIP : CA 91108
MORTGAGE AMOUNT : 490,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 483,894.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,473.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0007691272 MORTGAGORS: YEW ERIC
YEW SUSAN
REGION CODE ADDRESS : 154 SOUTH ANITA AVENUE
02 CITY : LOS ANGELES
STATE/ZIP : CA 90049
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 642,073.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 6,025.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 61.90400
----------------------------------------------------------------
0 0007691280 MORTGAGORS: GLADSTONE FRANK
GLADSTONE LISA
REGION CODE ADDRESS : 1119 MONCADO DRIVE
02 CITY : GLENDALE
STATE/ZIP : CA 91207
MORTGAGE AMOUNT : 336,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 332,869.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,067.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,472,200.00
P & I AMT: 22,570.49
UPB AMT: 2,438,379.42
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 24
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007691298 MORTGAGORS: ABBAS REDA
ABBAS MARIA
REGION CODE ADDRESS : 27133 COLEBROOK PLACE
02 CITY : SANTA CLARITA
STATE/ZIP : CA 91354
MORTGAGE AMOUNT : 264,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,486.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,372.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007691306 MORTGAGORS: KABALA GERRY
REGION CODE ADDRESS : 2 KETCH STREET #103
02 CITY : LOS ANGELES
STATE/ZIP : CA 90292
MORTGAGE AMOUNT : 536,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 529,029.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,743.12 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007691314 MORTGAGORS: WICOREK EDWARD
WICOREK MARLA
REGION CODE ADDRESS : 208 4TH STREET
02 CITY : SEAL BEACH
STATE/ZIP : CA 90740
MORTGAGE AMOUNT : 380,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 374,432.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,389.05 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 70.37000
----------------------------------------------------------------
0 0007691322 MORTGAGORS: CISTERNAS RICARDO
CISTERNAS MIRIAM
REGION CODE ADDRESS : 906 SEVENTH AVENUE
02 CITY : SAN MATEO
STATE/ZIP : CA 94402
MORTGAGE AMOUNT : 248,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,909.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,263.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 77.50000
----------------------------------------------------------------
0 0007691330 MORTGAGORS: MIN KYUNG
MIN KYUNG
REGION CODE ADDRESS : 245 KNIGHT DRIVE
02 CITY : SAN RAFAEL
STATE/ZIP : CA 94901
MORTGAGE AMOUNT : 245,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 241,295.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,236.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 55.93600
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,673,000.00
P & I AMT: 15,005.50
UPB AMT: 1,651,153.51
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 25
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007691348 MORTGAGORS: ZIMMERMANN JOHN
ZIMMERMANN BIANCA
REGION CODE ADDRESS : 21 PALM DRIVE
02 CITY : NAPA
STATE/ZIP : CA 94558
MORTGAGE AMOUNT : 690,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 679,104.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 6,250.23 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 015
LTV : 55.20000
----------------------------------------------------------------
0 0007691355 MORTGAGORS: BAKSHANDEH KIUMARS
REGION CODE ADDRESS : 3512 SURFWOOD ROAD
02 CITY : MALIBU
STATE/ZIP : CA 90265
MORTGAGE AMOUNT : 581,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 576,177.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,554.73 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0007691363 MORTGAGORS: WATERS LINDA
PARR MICHAEL
REGION CODE ADDRESS : 3701 WESLIN AVENUE
02 CITY : LOS ANGELES
STATE/ZIP : CA 91423
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 316,012.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,921.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 67.36800
----------------------------------------------------------------
0 0007691389 MORTGAGORS: LEE CHERN-JIANN
LEE DEE
REGION CODE ADDRESS : 1620 HOLT AVENUE
02 CITY : LOS ALTOS
STATE/ZIP : CA 94024
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 414,653.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,775.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 72.91600
----------------------------------------------------------------
0 0007691397 MORTGAGORS: DELANO JAMES
DELANO JULIE
REGION CODE ADDRESS : 415 MERRIWOOD PLACE
02 CITY : SAN RAMON
STATE/ZIP : CA 94583
MORTGAGE AMOUNT : 432,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 427,842.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,852.82 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,443,250.00
P & I AMT: 22,354.03
UPB AMT: 2,413,790.54
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 26
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007691405 MORTGAGORS: PIZZINO PETER
PIZZINO TERESITA
REGION CODE ADDRESS : 51 STEUBEN BAY
02 CITY : ALAMEDA
STATE/ZIP : CA 94502
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 355,514.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,286.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007691413 MORTGAGORS: WYNBERG FREDERIQUE
HUTCHESON THOMAS
REGION CODE ADDRESS : 13 FAIRLAWN DRIVE
02 CITY : BERKELEY
STATE/ZIP : CA 94708
MORTGAGE AMOUNT : 386,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 382,651.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,525.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0007691421 MORTGAGORS: BALLETTO JOHN
BALLETTO MARNI
REGION CODE ADDRESS : 14993 HAUN COURT
02 CITY : SARATOGA
STATE/ZIP : CA 95070
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 345,638.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,195.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 29.16600
----------------------------------------------------------------
0 0007691439 MORTGAGORS: SCHWARTZ MARK
REGION CODE ADDRESS : 184 PIN OAK CIRCLE
02 CITY : FRANKTOWN
STATE/ZIP : CO 80116
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,646.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,549.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 61.11111
----------------------------------------------------------------
0 0007691447 MORTGAGORS: MILLER MICHAEL
MILLER STELLA
REGION CODE ADDRESS : 10440 PINEVILE AVENUE
02 CITY : CUPERTINO
STATE/ZIP : CA 95014
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,495.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,556.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 63.63600
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,651,250.00
P & I AMT: 15,112.59
UPB AMT: 1,630,947.14
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 27
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007691462 MORTGAGORS: DRESSIN RONALD
MILLER CHERRI
REGION CODE ADDRESS : 13661 ACORN PATCH LANE
02 CITY : POWAY
STATE/ZIP : CA 92064
MORTGAGE AMOUNT : 345,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 340,701.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,149.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0007691470 MORTGAGORS: HYUN PETER
HYUN KYUNG
REGION CODE ADDRESS : 3626 LANG RANCH PARKWAY
02 CITY : THOUSAND OAKS
STATE/ZIP : CA 91362
MORTGAGE AMOUNT : 313,462.00 OPTION TO CONVERT :
UNPAID BALANCE : 310,572.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,883.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 74.99900
----------------------------------------------------------------
0 0007691504 MORTGAGORS: DOHERTY PATRICK
DOHERTY FRANCES
REGION CODE ADDRESS : 420 LAUREL AVENUE
02 CITY : MILLBRAE
STATE/ZIP : CA 94030
MORTGAGE AMOUNT : 283,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,982.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,583.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 39.85900
----------------------------------------------------------------
0 0007691512 MORTGAGORS: BOURDIER JEAN
MINH-HA TRINH
REGION CODE ADDRESS : 35 ALAMO AVENUE
02 CITY : BERKELEY
STATE/ZIP : CA 94708
MORTGAGE AMOUNT : 387,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 379,487.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,451.48 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.79300
----------------------------------------------------------------
0 0007691520 MORTGAGORS: GORDON MARVIN
GORDON MYRA
REGION CODE ADDRESS : 1635 ELEANOR LANE
02 CITY : LAGUNA BEACH
STATE/ZIP : CA 92651
MORTGAGE AMOUNT : 912,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 894,850.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 8,325.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 015
LTV : 60.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,240,462.00
P & I AMT: 20,393.19
UPB AMT: 2,203,594.93
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 28
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007691538 MORTGAGORS: LUEBCKE JEROME
LUEBCKE PATRICIA
REGION CODE ADDRESS : 20700 ALMADEN ROAD
02 CITY : SAN JOSE
STATE/ZIP : CA 95120
MORTGAGE AMOUNT : 468,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 456,985.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,272.20 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 78.00000
----------------------------------------------------------------
0 0007691546 MORTGAGORS: DAVIS ANDREW
REGION CODE ADDRESS : 287 ARGONNE AVENUE
02 CITY : LONG BEACH
STATE/ZIP : CA 90803
MORTGAGE AMOUNT : 530,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 519,819.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,763.79 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.10400
----------------------------------------------------------------
0 0007691553 MORTGAGORS: COOPER CHRISTOPHER
COOPER PATRICIA
REGION CODE ADDRESS : 3055 HIBISCUS DRIVE
02 CITY : HONOLULU
STATE/ZIP : HI 96815
MORTGAGE AMOUNT : 342,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 335,460.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,097.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 50.66600
----------------------------------------------------------------
0 0007691579 MORTGAGORS: MAGANINI JOYCE
REGION CODE ADDRESS : 6291 LIDO COURT
02 CITY : NEWARK
STATE/ZIP : CA 94560
MORTGAGE AMOUNT : 156,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 152,944.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,391.30 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 67.82600
----------------------------------------------------------------
0 0007691587 MORTGAGORS: DUPART PIERRE
REGION CODE ADDRESS : 2085 MT OLYMPUS DRIVE
02 CITY : LOS ANGELES
STATE/ZIP : CA 90046
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 234,038.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,299.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 25.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,746,000.00
P & I AMT: 15,825.04
UPB AMT: 1,699,248.80
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 29
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007691595 MORTGAGORS: MILLER A.
MILLER BARBARA
REGION CODE ADDRESS : 307 BUXTON RD
02 CITY : FALLS CHURCH
STATE/ZIP : VA 22046
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,005.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,336.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 61.90400
----------------------------------------------------------------
0 0007691603 MORTGAGORS: SHELTERS BLAKE
SHELTERS MARY
REGION CODE ADDRESS : 22029 CANON DRIVE
02 CITY : CALIFORNIA
STATE/ZIP : CA 90290
MORTGAGE AMOUNT : 512,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 504,013.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,638.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 66.94100
----------------------------------------------------------------
0 0007691611 MORTGAGORS: THOMPSON HARRY
THOMPSON SUSAN
REGION CODE ADDRESS : 1330 VIA ALTA
02 CITY : DEL MAR
STATE/ZIP : CA 92014
MORTGAGE AMOUNT : 419,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 409,780.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,824.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 67.04000
----------------------------------------------------------------
0 0007691629 MORTGAGORS: KENNEDY RAYMOND
KENNEDY ELIZABETH
REGION CODE ADDRESS : 2000 TAHUNA TERRACE
02 CITY : CORONA DEL MAR
STATE/ZIP : CA 92625
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 344,354.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,121.49 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 43.75000
----------------------------------------------------------------
0 0007691637 MORTGAGORS: DIEGO JAMES
WEXLER SUSAN
REGION CODE ADDRESS : 29 THUNDERBIRD DRIVE
02 CITY : NOVATO
STATE/ZIP : CA 94949
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 439,779.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,013.35 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 64.28500
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,991,100.00
P & I AMT: 17,935.47
UPB AMT: 1,952,932.98
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 30
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007691645 MORTGAGORS: GONZALEZ JOHN
GONZALEZ RHONDA
REGION CODE ADDRESS : 2113 RIPLEY AVENUE
02 CITY : REDONDO BEACH
STATE/ZIP : CA 90278
MORTGAGE AMOUNT : 408,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 398,694.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,667.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007691652 MORTGAGORS: DRAVINSKI JOHN
DRAVINSKI DIANE
REGION CODE ADDRESS : 25111 MUSTANG DRIVE
02 CITY : LAGUNA HILLS
STATE/ZIP : CA 92653
MORTGAGE AMOUNT : 396,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 388,553.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,614.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007691660 MORTGAGORS: ARAUJO MANUEL
ARAUJO MARIA
REGION CODE ADDRESS : 270 TOPEKA AVENUE
02 CITY : SAN FRANCISCO
STATE/ZIP : CA 94124
MORTGAGE AMOUNT : 147,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 143,696.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,321.28 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 68.37200
----------------------------------------------------------------
0 0007691686 MORTGAGORS: PALMER WAYNE
PALMER CYNTHIA
REGION CODE ADDRESS : 6493 SOUTHEAST NORMA CIRCLE
02 CITY : MILWAUKIE
STATE/ZIP : OR 97267
MORTGAGE AMOUNT : 234,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 230,437.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,111.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 77.03200
----------------------------------------------------------------
0 0007691694 MORTGAGORS: MILLER RONALD
REGION CODE ADDRESS : 819 EAST 35TH AVENUE
02 CITY : SPOKANE
STATE/ZIP : WA 99203
MORTGAGE AMOUNT : 32,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 30,763.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 285.39 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 33.33300
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,217,950.00
P & I AMT: 11,000.63
UPB AMT: 1,192,144.97
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 31
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007691702 MORTGAGORS: PUSATERA EDWARD
PUSATERA BEVERLY
REGION CODE ADDRESS : 32132 RANCHO CIELO
02 CITY : TRABUCO CANYON
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 284,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,486.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,532.87 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007691710 MORTGAGORS: AHERN EUNA
REGION CODE ADDRESS : 320 RIVIERA DRIVE
02 CITY : SAN RAFAEL
STATE/ZIP : CA 94901
MORTGAGE AMOUNT : 322,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 317,045.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,876.23 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0007691728 MORTGAGORS: HEIMAN MICHAEL
HEIMAN BARBARA
REGION CODE ADDRESS : 720 5TH STREET EAST
02 CITY : SONOMA
STATE/ZIP : CA 95476
MORTGAGE AMOUNT : 435,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 429,282.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,819.27 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0007691736 MORTGAGORS: MONROE MICHAEL
MONROE EVA
REGION CODE ADDRESS : 330 CASTENADA AVENUE
02 CITY : SAN FRANCISCO
STATE/ZIP : CA 94116
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,498.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,282.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 28.73500
----------------------------------------------------------------
0 0007691751 MORTGAGORS: O'REILLY PETER
O'REILLY JENNIFER
REGION CODE ADDRESS : 83 WEST CRESCENT DRIVE
02 CITY : SAN RAFAEL
STATE/ZIP : CA 94901
MORTGAGE AMOUNT : 274,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 268,101.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,428.20 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 03/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,565,900.00
P & I AMT: 13,938.73
UPB AMT: 1,537,414.68
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 32
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007691769 MORTGAGORS: THOMSON JAMES
THOMSON CATHERINE
REGION CODE ADDRESS : 913 LIDO LANE #52
02 CITY : FOSTER CITY
STATE/ZIP : CA 94404
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,016.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,419.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 77.94100
----------------------------------------------------------------
0 0007691777 MORTGAGORS: HARRISON MARTIN
HARRISON TRACI
REGION CODE ADDRESS : 25911 FAIRCOURT LANE
02 CITY : LAGUNA HILLS
STATE/ZIP : CA 92653
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 410,659.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,804.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007691785 MORTGAGORS: GODON THOMAS
GODON QIAN
REGION CODE ADDRESS : 607 OAK GROVE DRIVE
02 CITY : GLENDORA
STATE/ZIP : CA 91741
MORTGAGE AMOUNT : 398,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 390,501.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,497.93 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007691819 MORTGAGORS: BOTTS WILLIAM
BOTTS DEBORAH
REGION CODE ADDRESS : 418 OAKDALE AVENUE
02 CITY : CORTE MADERA
STATE/ZIP : CA 94925
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 273,773.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,536.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 54.90100
----------------------------------------------------------------
0 0007691827 MORTGAGORS: CARSTENS MICHAEL
YALOM EVE
REGION CODE ADDRESS : 800 SPRUCE STREET
02 CITY : BERKELEY
STATE/ZIP : CA 94707
MORTGAGE AMOUNT : 457,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 447,939.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,012.44 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 78.79300
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,820,400.00
P & I AMT: 16,270.29
UPB AMT: 1,782,890.14
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 33
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007691835 MORTGAGORS: BURGESS JEFFREY
HULL MARY
REGION CODE ADDRESS : 2006 NORTHEAST 63RD STREET
02 CITY : SEATTLE
STATE/ZIP : WA 98115
MORTGAGE AMOUNT : 281,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,617.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,506.11 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 65.34800
----------------------------------------------------------------
0 0007691843 MORTGAGORS: KHALIFIAN KEYVAN
REGION CODE ADDRESS : 5167 GAYNOR AVENUE
02 CITY : LOS ANGELES
STATE/ZIP : CA 91506
MORTGAGE AMOUNT : 180,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 175,997.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,630.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 63.60400
----------------------------------------------------------------
0 0007691850 MORTGAGORS: DUEMLING FREDERIC
DUEMLING JUDITH
REGION CODE ADDRESS : 3314 PRAIRIE DRIVE
02 CITY : PLEASANTON
STATE/ZIP : CA 94588
MORTGAGE AMOUNT : 380,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 374,063.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,468.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 73.78600
----------------------------------------------------------------
0 0007691868 MORTGAGORS: AUSTIN RALPH
AUSTIN SYDNEY
REGION CODE ADDRESS : 3114 PERRA WAY
02 CITY : WALNUT CREEK
STATE/ZIP : CA 94596
MORTGAGE AMOUNT : 211,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 207,289.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,867.16 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 47.41500
----------------------------------------------------------------
0 0007691876 MORTGAGORS: SCHULZ K.
SCHULZ ANN
REGION CODE ADDRESS : 2648 MARMOL COURT
02 CITY : CARLSBAD
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 481,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 470,415.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,390.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 53.44400
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,533,000.00
P & I AMT: 13,863.52
UPB AMT: 1,502,383.16
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 34
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007691884 MORTGAGORS: PATCHING DAVID
REGION CODE ADDRESS : 32001 & 32021 SUNSET AVENUE
02 CITY : LAGUNA BEACH
STATE/ZIP : CA 92677
MORTGAGE AMOUNT : 269,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,520.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,343.28 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 68.97400
----------------------------------------------------------------
0 0007691892 MORTGAGORS: SHAHVALI NASSER
SHAHVALI SORAYA
REGION CODE ADDRESS : 2155 WESTRIDGE ROAD
02 CITY : LOS ANGELES
STATE/ZIP : CA 90049
MORTGAGE AMOUNT : 632,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 621,805.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,636.52 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007691900 MORTGAGORS: KAFE-EE ABDOLRAHIM
KAFE-EE MYRIAM
REGION CODE ADDRESS : 27621 FAWNSKIN DRIVE
02 CITY : RANCHO PALOS VERDES,
STATE/ZIP : CA 90275
MORTGAGE AMOUNT : 273,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 268,689.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,472.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 65.00000
----------------------------------------------------------------
0 0007691918 MORTGAGORS: BESSER MITCHELL
JACKSON DEBRA
REGION CODE ADDRESS : 7443 EADS AVENUE
02 CITY : LA JOLLA
STATE/ZIP : CA 92037
MORTGAGE AMOUNT : 280,855.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,402.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,504.82 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 72.94900
----------------------------------------------------------------
0 0007691926 MORTGAGORS: GONZALEZ ALFONSO
GONZALEZ GRACIELA
REGION CODE ADDRESS : 920 CRESTVIEW DRIVE
02 CITY : SAN CARLOS
STATE/ZIP : CA 94070
MORTGAGE AMOUNT : 486,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 476,565.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,334.42 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,940,855.00
P & I AMT: 17,291.96
UPB AMT: 1,906,983.83
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 35
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007691942 MORTGAGORS: BULL RUTH
BULL EDUARDO
REGION CODE ADDRESS : 6547 DEER HOLLOW DRIVE
02 CITY : SAN JOSE
STATE/ZIP : CA 95120
MORTGAGE AMOUNT : 482,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 461,428.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,400.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 63.42100
----------------------------------------------------------------
0 0007691959 MORTGAGORS: KLEIMAN RUBEN
KANE BEVERLEY
REGION CODE ADDRESS : 2332 CHESHIRE WAY
02 CITY : REDWOOD CITY
STATE/ZIP : CA 94061
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,348.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,299.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 62.50000
----------------------------------------------------------------
0 0007691967 MORTGAGORS: ARMSTRONG TIMOTHY
LAMMERS ROBERTA
REGION CODE ADDRESS : 9766 CAMINITO JOVEN
02 CITY : SAN DIEGO
STATE/ZIP : CA 92131
MORTGAGE AMOUNT : 318,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 312,574.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,929.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 69.23900
----------------------------------------------------------------
0 0007691975 MORTGAGORS: GLINKIE ROBERT
GLINKIE GRAMMATIA
REGION CODE ADDRESS : 26960 IRONSTONE DR
02 CITY : YORBA LINDA
STATE/ZIP : CA 92887
MORTGAGE AMOUNT : 366,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 359,830.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,366.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 57.63700
----------------------------------------------------------------
0 0007691983 MORTGAGORS: SCHRIER ERIC
SCHRIER ELLEN
REGION CODE ADDRESS : 76 BRIDGEGATE DRIVE
02 CITY : SAN RAFAEL
STATE/ZIP : CA 94903
MORTGAGE AMOUNT : 620,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 606,211.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,616.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 53.35600
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,036,500.00
P & I AMT: 18,612.85
UPB AMT: 1,985,394.97
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 36
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007691991 MORTGAGORS: FRANZ DANIEL
FRANZ JANICE
REGION CODE ADDRESS : 336 REDWOOD DRIVE
02 CITY : WOODACRE
STATE/ZIP : CA 94973
MORTGAGE AMOUNT : 324,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 317,972.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,980.56 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 72.00000
----------------------------------------------------------------
0 0007692007 MORTGAGORS: DEVANEY PATRICK
DEVANEY SHARON
REGION CODE ADDRESS : 8842 FRY CIRCLE
02 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92646
MORTGAGE AMOUNT : 292,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 286,063.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,670.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0007692015 MORTGAGORS: CHAN WAI
CHAN VERONICA
REGION CODE ADDRESS : 25841 FAIRCOURT LANE
02 CITY : LAGUNA HILLS
STATE/ZIP : CA 92653
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 293,398.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,738.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 66.66600
----------------------------------------------------------------
0 0007692023 MORTGAGORS: KASPER DENNIS
KASPER JODI
REGION CODE ADDRESS : 1574 INDIANA AVENUE
02 CITY : SOUTH PASADENA
STATE/ZIP : CA 91030
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,890.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,221.33 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 69.86300
----------------------------------------------------------------
0 0007692031 MORTGAGORS: BODMER RICHARD
BODMER KARILYN
REGION CODE ADDRESS : 2391 SANTA ROSA AVENUE
02 CITY : ALTADENA
STATE/ZIP : CA 91001
MORTGAGE AMOUNT : 411,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 400,659.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,694.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.49700
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,582,500.00
P & I AMT: 14,304.80
UPB AMT: 1,547,984.60
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 37
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007692049 MORTGAGORS: STRATTON MARC
STRATTON JEANNIE
REGION CODE ADDRESS : 622 SOUTH GERTRUDA AVENUE
02 CITY : REDONDO BEACH
STATE/ZIP : CA 90277
MORTGAGE AMOUNT : 285,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,083.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,566.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 58.26500
----------------------------------------------------------------
0 0007692056 MORTGAGORS: NEMEH MOUFID
NEMEH MAYA
REGION CODE ADDRESS : 4739 BARCELONA COURT
02 CITY : CALABASAS
STATE/ZIP : CA 91302
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 393,547.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,567.42 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 61.06800
----------------------------------------------------------------
0 0007692064 MORTGAGORS: PIERSON GREGORY
REGION CODE ADDRESS : 2112 SANTIAGO DRIVE
02 CITY : NEWPORT BEACH
STATE/ZIP : CA 92660
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 333,329.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,008.70 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 64.76100
----------------------------------------------------------------
0 0007692080 MORTGAGORS: ANDERSON DON
ANDERSON MAUREEN
REGION CODE ADDRESS : 290 MIDDLE ROAD
02 CITY : SANTA BARBARA
STATE/ZIP : CA 93108
MORTGAGE AMOUNT : 386,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 379,904.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,496.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 38.60000
----------------------------------------------------------------
0 0007692098 MORTGAGORS: PALLADINI MARIO
PALLADINI MAUREEN
REGION CODE ADDRESS : 13 HILLCREST MEADOWS
02 CITY : ROLLING HILLS ESTATE
STATE/ZIP : CA 90274
MORTGAGE AMOUNT : 405,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 396,767.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,697.10 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 69.23000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,816,500.00
P & I AMT: 16,335.89
UPB AMT: 1,782,633.56
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 38
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007692106 MORTGAGORS: SWARTHOUT AARON
SWARTHOUT YOSHIE
REGION CODE ADDRESS : 471 29TH STREET
02 CITY : SAN FRANCISCO
STATE/ZIP : CA 94131
MORTGAGE AMOUNT : 236,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 232,313.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,154.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 55.52900
----------------------------------------------------------------
0 0007692114 MORTGAGORS: WEHR CURTIS
WEHR LAURIE
REGION CODE ADDRESS : 10132 HADLEY AVENUE
02 CITY : LOS ANGELES
STATE/ZIP : CA 91324
MORTGAGE AMOUNT : 326,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,869.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,975.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 62.09500
----------------------------------------------------------------
0 0007692122 MORTGAGORS: THIESSEN TIFFANI
REGION CODE ADDRESS : 3523 WRIGHTWOOD COURT
02 CITY : LOS ANGELES
STATE/ZIP : CA 91604
MORTGAGE AMOUNT : 610,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 598,406.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,525.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 50.83333
----------------------------------------------------------------
0 0007692130 MORTGAGORS: TOY KINCAID
TOY JOYCE
REGION CODE ADDRESS : 20 BLACK LOG ROAD
02 CITY : KENTFIELD
STATE/ZIP : CA 94904
MORTGAGE AMOUNT : 262,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,967.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,354.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 39.87800
----------------------------------------------------------------
0 0007692148 MORTGAGORS: VOLK RONALD
VOLK MARGARET
REGION CODE ADDRESS : 13373 CANYON RIDGE LANE
02 CITY : GRANADA HILLS
STATE/ZIP : CA 91344
MORTGAGE AMOUNT : 272,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,854.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,407.84 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 03/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 82.45400
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,706,100.00
P & I AMT: 15,418.65
UPB AMT: 1,673,411.84
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 39
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007692155 MORTGAGORS: HANNA ELLIOT
PASTOR-HANNA NANETTE
REGION CODE ADDRESS : 1818 BELMONT LANE #1
02 CITY : REDONDO BEACH
STATE/ZIP : CA 90278
MORTGAGE AMOUNT : 258,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,481.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,305.45 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 76.93400
----------------------------------------------------------------
0 0007692163 MORTGAGORS: URSO ROBERT
SATALINO PATRICK
REGION CODE ADDRESS : 812 INVERNESS DRIVE
02 CITY : LA CANADA-FLINTRIDGE
STATE/ZIP : CA 91011
MORTGAGE AMOUNT : 444,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 437,253.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,933.43 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 44.45000
----------------------------------------------------------------
0 0007692171 MORTGAGORS: PARDINI ALBERT
PARDINI BARBARA
REGION CODE ADDRESS : 1461 MONTELEGRE DRIVE
02 CITY : SAN JOSE
STATE/ZIP : CA 95120
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,557.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,299.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 48.54300
----------------------------------------------------------------
0 0007692189 MORTGAGORS: WRIGHT JEFFREY
WRIGHT MAUREEN
REGION CODE ADDRESS : 1140 LITTLEOAK DRIVE
02 CITY : SAN JOSE
STATE/ZIP : CA 95129
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,146.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,229.64 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 50.50500
----------------------------------------------------------------
0 0007692197 MORTGAGORS: PASHBY PAUL
PASHBY MONICA
REGION CODE ADDRESS : 969 TYBALT DRIVE
02 CITY : SAN JOSE
STATE/ZIP : CA 95127
MORTGAGE AMOUNT : 295,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,273.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,630.97 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 65.55500
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,498,000.00
P & I AMT: 13,399.30
UPB AMT: 1,469,712.37
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 40
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007692205 MORTGAGORS: YARED HERBERT
YARED CECELIA
REGION CODE ADDRESS : 25 HARVARD COURT
02 CITY : COTO DE CAZA
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 235,341.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,140.45 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007692213 MORTGAGORS: PASSANTINO FRANK
PASSANTINO CAROLYN
REGION CODE ADDRESS : 31971 ISLE VISTA
02 CITY : LAGUNA NIGUEL
STATE/ZIP : CA 92677
MORTGAGE AMOUNT : 529,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 520,646.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,791.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 42.32000
----------------------------------------------------------------
0 0007692221 MORTGAGORS: LARSON TRENT
QUINN-LARSON ANN
REGION CODE ADDRESS : 1721 SPEYER LANE
02 CITY : REDONDO BEACH
STATE/ZIP : CA 90278
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,697.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,621.79 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 85.07400
----------------------------------------------------------------
0 0007692239 MORTGAGORS: YAM MARJORIE
REGION CODE ADDRESS : 1466 THUNDERBIRD AVENUE
02 CITY : SUNNYVALE
STATE/ZIP : CA 94087
MORTGAGE AMOUNT : 335,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 328,623.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,966.22 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007692247 MORTGAGORS: COWART ROBERT
REGION CODE ADDRESS : 2692 SHASTA ROAD
02 CITY : BERKELEY
STATE/ZIP : CA 94708
MORTGAGE AMOUNT : 395,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 387,651.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,633.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 58.51800
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,784,200.00
P & I AMT: 16,154.01
UPB AMT: 1,751,960.69
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 41
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007692254 MORTGAGORS: MOURANT THOMAS
MOURANT TERESA
REGION CODE ADDRESS : 2008 FIFTH AVENUE
02 CITY : SAN RAFAEL
STATE/ZIP : CA 94901
MORTGAGE AMOUNT : 245,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,976.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,271.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 55.05600
----------------------------------------------------------------
0 0007692262 MORTGAGORS: PATEL RASHIK
PATEL RAMILA
REGION CODE ADDRESS : 4305 BRISTOL COURT
02 CITY : SANTA MARIA
STATE/ZIP : CA 93455
MORTGAGE AMOUNT : 266,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,189.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,411.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0007692270 MORTGAGORS: MEHR NASSER
REGION CODE ADDRESS : 3034 TALKING ROCK DRIVE
02 CITY : FAIRFAX
STATE/ZIP : VA 22031
MORTGAGE AMOUNT : 83,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 81,946.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 768.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 58.80200
----------------------------------------------------------------
0 0007692288 MORTGAGORS: FITTON THIERRY
FITTON LORI
REGION CODE ADDRESS : 900 SOUTH BARTON COURT
02 CITY : ANAHEIM
STATE/ZIP : CA 92808
MORTGAGE AMOUNT : 258,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,723.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,309.01 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 78.45400
----------------------------------------------------------------
0 0007692296 MORTGAGORS: LAFFERTY WILLIAM
SCHARF CATHY
REGION CODE ADDRESS : 832 OXFORD STREET
02 CITY : BERKELEY
STATE/ZIP : CA 94707
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,478.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,781.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 56.07400
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,153,650.00
P & I AMT: 10,541.16
UPB AMT: 1,132,314.84
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 42
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007692304 MORTGAGORS: MA JIAN
ZHANG TIAN
REGION CODE ADDRESS : 3317 POMERADO WAY
02 CITY : SAN JOSE
STATE/ZIP : CA 95135
MORTGAGE AMOUNT : 354,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 347,686.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,234.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.99700
----------------------------------------------------------------
0 0007692320 MORTGAGORS: CHAO WEI
CHAO JENNIFER
REGION CODE ADDRESS : 112 LESSAY
02 CITY : NEWPORT COAST
STATE/ZIP : CA 92657
MORTGAGE AMOUNT : 312,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 306,133.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,848.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007692346 MORTGAGORS: MEDCALF MARK
MEDCALF POLLY
REGION CODE ADDRESS : 3449 WHITERIVER PLACE
02 CITY : WESTLAKE VILLAGE
STATE/ZIP : CA 91361
MORTGAGE AMOUNT : 322,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 316,136.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,007.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 53.66600
----------------------------------------------------------------
0 0007692353 MORTGAGORS: TSO LESLIE
TSO SHARON
REGION CODE ADDRESS : 3501 FOXGLOVE ROAD
02 CITY : GLENDALE
STATE/ZIP : CA 91206
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 312,808.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,876.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.01200
----------------------------------------------------------------
0 0007692361 MORTGAGORS: DRISCOLL VANCE
DRISCOLL KRISTIE
REGION CODE ADDRESS : 15855 BRUCE COURT
02 CITY : MONTE SERENO
STATE/ZIP : CA 95030
MORTGAGE AMOUNT : 292,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,439.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,706.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 29.94800
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,600,350.00
P & I AMT: 14,673.90
UPB AMT: 1,571,203.74
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 43
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007692379 MORTGAGORS: SCHOEN KIMBERLY
REGION CODE ADDRESS : 1800 COURT AVENUE
02 CITY : SOUTH PASADENA
STATE/ZIP : CA 91030
MORTGAGE AMOUNT : 335,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 328,565.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,011.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.95200
----------------------------------------------------------------
0 0007692387 MORTGAGORS: MCCLOSKEY BRUCE
MERZ-MCCLOSKEY GEORGINA
REGION CODE ADDRESS : 27330 PACIFIC COAST HIGHWAY
02 CITY : MALIBU
STATE/ZIP : CA 90265
MORTGAGE AMOUNT : 276,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,575.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,480.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 25.09000
----------------------------------------------------------------
0 0007692395 MORTGAGORS: PATEL HIMANSHU
REGION CODE ADDRESS : 9142 HIGHLAND RIDGE WAY
02 CITY : TAMPA
STATE/ZIP : FL 33647
MORTGAGE AMOUNT : 295,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 290,276.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,680.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.99400
----------------------------------------------------------------
0 0007692403 MORTGAGORS: ZAMBRANO ROBERT
REGION CODE ADDRESS : 5114 LOS FELIZ BOULEVARD
02 CITY : LOS ANGELES
STATE/ZIP : CA 90027
MORTGAGE AMOUNT : 355,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 347,009.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,141.43 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 51.67300
----------------------------------------------------------------
0 0007692411 MORTGAGORS: KENDRICK JOHN
KENDRICK NANCY
REGION CODE ADDRESS : 30922 CYPRESS PLACE
02 CITY : LAGUNA NIGUEL
STATE/ZIP : CA 92677
MORTGAGE AMOUNT : 245,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 236,100.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,168.03 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 52.68800
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,506,900.00
P & I AMT: 13,481.67
UPB AMT: 1,473,527.02
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 44
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007692429 MORTGAGORS: ELIA ROBERT
ELIA MARCIA
REGION CODE ADDRESS : 425 SOUTH ROAD
02 CITY : BELMONT
STATE/ZIP : CA 94002
MORTGAGE AMOUNT : 246,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 241,347.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,263.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 56.55100
----------------------------------------------------------------
0 0007692437 MORTGAGORS: REILLY JAMES
REILLY TERI
REGION CODE ADDRESS : 1869 EAGLE PEAK
02 CITY : CLAYTON
STATE/ZIP : CA 94517
MORTGAGE AMOUNT : 235,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 231,318.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,135.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 71.02400
----------------------------------------------------------------
0 0007692445 MORTGAGORS: IRAGORRI OSCAR
REGION CODE ADDRESS : 12551 KENNY DRIVE
02 CITY : GRANADA HILLS
STATE/ZIP : CA 91344
MORTGAGE AMOUNT : 195,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 191,333.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,780.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 60.93700
----------------------------------------------------------------
0 0007692452 MORTGAGORS: MASARATI IRAJ
REGION CODE ADDRESS : 915 PORTSWOOD CIRCLE
02 CITY : SAN JOSE
STATE/ZIP : CA 95120
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 304,294.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,873.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 75.60900
----------------------------------------------------------------
0 0007692460 MORTGAGORS: STROM GREGORY
STROM SUSAN
REGION CODE ADDRESS : 1054 EMBURY STREET
02 CITY : LOS ANGELES
STATE/ZIP : CA 90272
MORTGAGE AMOUNT : 649,999.00 OPTION TO CONVERT :
UNPAID BALANCE : 637,906.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,979.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 78.31300
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,636,799.00
P & I AMT: 15,032.30
UPB AMT: 1,606,199.41
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 45
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007692478 MORTGAGORS: BRYSKI MOSHE
BRYSKI MATTY
REGION CODE ADDRESS : 29941 TRAIL CREEK DRIVE
02 CITY : AGOURA HILLS
STATE/ZIP : CA 91301
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,621.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,516.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.67500
----------------------------------------------------------------
0 0007692486 MORTGAGORS: HEATON JAMES
HEATON DEIRDRE
REGION CODE ADDRESS : 1963 FALLEN LEAF LANE
02 CITY : LOS ALTOS
STATE/ZIP : CA 94024
MORTGAGE AMOUNT : 550,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 541,128.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,905.20 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 67.07300
----------------------------------------------------------------
0 0007692494 MORTGAGORS: GONG DAVID
REGION CODE ADDRESS : 1517 CALLE VAQUERO
02 CITY : SAN DIEGO
STATE/ZIP : CA 92037
MORTGAGE AMOUNT : 386,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 379,640.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,389.06 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 69.29982
----------------------------------------------------------------
0 0007692502 MORTGAGORS: KRAMAR RONALD
KRAMAR JOANNE
REGION CODE ADDRESS : 19214 DOSS TERRACE
02 CITY : TARZANA
STATE/ZIP : CA 91356
MORTGAGE AMOUNT : 489,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 481,522.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,533.10 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 48.90000
----------------------------------------------------------------
0 0007692510 MORTGAGORS: FISCHER CARL
REGION CODE ADDRESS : 3995 ALHAMBRA WAY
02 CITY : MARTINEZ
STATE/ZIP : CA 94553
MORTGAGE AMOUNT : 275,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,074.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,512.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,980,250.00
P & I AMT: 17,856.74
UPB AMT: 1,946,987.07
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 46
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007692528 MORTGAGORS: ANDREWS ROBERT
AZEVEDO JULIE
REGION CODE ADDRESS : 201 LA COLINA DRIVE
02 CITY : ALAMO
STATE/ZIP : CA 94507
MORTGAGE AMOUNT : 246,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 238,960.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,942.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 05/01/08
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 45.22900
----------------------------------------------------------------
0 0007692544 MORTGAGORS: GIARRUSSO GREG
GIARRUSSO PATRICIA
REGION CODE ADDRESS : 726 GLEN ARBOR DRIVE
02 CITY : ENCINITAS
STATE/ZIP : CA 92024
MORTGAGE AMOUNT : 210,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 206,576.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,858.31 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 71.67235
----------------------------------------------------------------
0 0007692551 MORTGAGORS: NAVIDBAKHSH BIJAN
NAVIDBAKHSH AZAR
REGION CODE ADDRESS : 129 SOUTH ALMONT DRIVE
02 CITY : BEVERLY HILLS
STATE/ZIP : CA 90211
MORTGAGE AMOUNT : 465,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 457,257.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,277.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 72.09300
----------------------------------------------------------------
0 0007692569 MORTGAGORS: BECHER JOSEPH
BECHER SUSAN
REGION CODE ADDRESS : 1084 CAMINO RAMON
02 CITY : SAN JOSE
STATE/ZIP : CA 95125
MORTGAGE AMOUNT : 258,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,882.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,318.98 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 55.48300
----------------------------------------------------------------
0 0007692585 MORTGAGORS: CHEN MAO
CHEN LIP
REGION CODE ADDRESS : 18 VIA ONAGRO
02 CITY : RNCH STA MARG
STATE/ZIP : CA 92688
MORTGAGE AMOUNT : 263,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,678.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,352.72 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.99600
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,443,300.00
P & I AMT: 13,749.77
UPB AMT: 1,415,356.25
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 47
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007692593 MORTGAGORS: GRISHAM JOHN
NGUYEN BACK-KIM
REGION CODE ADDRESS : 145 PLEASANT VALLEY DRIVE
02 CITY : WALNUT CREEK
STATE/ZIP : CA 94596
MORTGAGE AMOUNT : 268,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,514.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,371.56 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007692601 MORTGAGORS: WILEY STEVEN
WILEY TRACY
REGION CODE ADDRESS : 3357 MEDALLION COURT
02 CITY : PLEASANTON
STATE/ZIP : CA 94588
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 492,020.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,494.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 72.56900
----------------------------------------------------------------
0 0007692619 MORTGAGORS: BUI THANH
BUI LUCY
REGION CODE ADDRESS : 307 ANDERSON ROAD
02 CITY : ALAMEDA
STATE/ZIP : CA 94502
MORTGAGE AMOUNT : 383,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 375,643.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,442.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 70.92500
----------------------------------------------------------------
0 0007692627 MORTGAGORS: O'ROURKE CRAIG
FELDMAN MIRIAM
REGION CODE ADDRESS : 241 SOUTH NORTON AVENUE
02 CITY : LOS ANGELES
STATE/ZIP : CA 90004
MORTGAGE AMOUNT : 346,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 341,547.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,085.82 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 46.13300
----------------------------------------------------------------
0 0007692635 MORTGAGORS: WONG YANN-HWA
ARNEGARD DAVID
REGION CODE ADDRESS : 504 HANBURY LANE
02 CITY : FOSTER CITY
STATE/ZIP : CA 94404
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 314,488.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,921.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 54.23700
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,817,000.00
P & I AMT: 16,315.22
UPB AMT: 1,788,214.25
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 48
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007692643 MORTGAGORS: PIZZUTO MARC
REGION CODE ADDRESS : 734 26TH STREET
02 CITY : SANTA MONICA
STATE/ZIP : CA 90402
MORTGAGE AMOUNT : 637,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 626,740.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,641.30 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0007692650 MORTGAGORS: NOVACIC TIMOTHY
ATHERTON DONNA
REGION CODE ADDRESS : 16950 JENNIFER DRIVE
02 CITY : OCCIDENTAL
STATE/ZIP : CA 94599
MORTGAGE AMOUNT : 175,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 172,748.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,560.75 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 62.50000
----------------------------------------------------------------
0 0007692668 MORTGAGORS: LIN DANIEL
LIN GRACE
REGION CODE ADDRESS : 4147 BRIARWOOD WAY
02 CITY : PALO ALTO
STATE/ZIP : CA 94306
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 276,397.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,497.20 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 48.27500
----------------------------------------------------------------
0 0007692684 MORTGAGORS: DARDICK LAWRENCE
NAPLES KATHLEEN
REGION CODE ADDRESS : 917 N LAUREL AVE
02 CITY : LOS ANGELES
STATE/ZIP : CA 90046
MORTGAGE AMOUNT : 245,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 241,880.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,202.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 74.24200
----------------------------------------------------------------
0 0007692692 MORTGAGORS: WATERMAN ROBERT
WATERMAN MARGARET
REGION CODE ADDRESS : 21432 FLEET LN
02 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92646
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,545.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,264.88 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 79.26800
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,597,500.00
P & I AMT: 14,166.26
UPB AMT: 1,574,312.16
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 49
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007692700 MORTGAGORS: MORALES ALFREDO
MORALES CAROLYN
REGION CODE ADDRESS : 22881 SPRINGWATER
02 CITY : LAKE FOREST
STATE/ZIP : CA 92630
MORTGAGE AMOUNT : 183,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 181,360.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,626.03 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0007692718 MORTGAGORS: BLOOM KENNETH
BLOOM SHARYL
REGION CODE ADDRESS : 16640 CUMBRE VERDE CT
02 CITY : LOS ANGELES
STATE/ZIP : CA 90272
MORTGAGE AMOUNT : 638,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 627,925.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,779.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 55.47800
----------------------------------------------------------------
0 0007692726 MORTGAGORS: KRAVETZ MARC
REGION CODE ADDRESS : 333 3RD STREET
02 CITY : MANHATTAN BEACH
STATE/ZIP : CA 90266
MORTGAGE AMOUNT : 385,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 380,150.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,487.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 59.23000
----------------------------------------------------------------
0 0007692734 MORTGAGORS: SELLERS STEVEN
REGION CODE ADDRESS : 1611 NORTH CHILCO COURT
02 CITY : THOUSAND OAKS
STATE/ZIP : CA 91360
MORTGAGE AMOUNT : 307,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 302,539.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,742.46 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 76.68300
----------------------------------------------------------------
0 0007692742 MORTGAGORS: BORSCHEL WALTER
BORSCHEL LAURA
REGION CODE ADDRESS : 4186 ROCHESTER ROAD
02 CITY : SAN DIEGO
STATE/ZIP : CA 92116
MORTGAGE AMOUNT : 284,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,384.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,552.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 74.73600
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,798,250.00
P & I AMT: 16,187.83
UPB AMT: 1,772,361.06
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 50
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007692759 MORTGAGORS: SHYY BEN
SUN MONICA
REGION CODE ADDRESS : 20805 GARDEN GATE DRIVE
02 CITY : CUPERTINO
STATE/ZIP : CA 95014
MORTGAGE AMOUNT : 520,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 511,876.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,746.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 56.52100
----------------------------------------------------------------
0 0007692767 MORTGAGORS: ZANGWILL HENRY
PEARLINE SHARON
REGION CODE ADDRESS : 1170 TELLEM DRIVE
02 CITY : PACIFIC PALISADES
STATE/ZIP : CA 90272
MORTGAGE AMOUNT : 643,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 635,395.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,829.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 61.28500
----------------------------------------------------------------
0 0007692775 MORTGAGORS: MOLAVI SAIED
MOLAVI DOLORES
REGION CODE ADDRESS : 19870 7TH STREET EAST
02 CITY : SONOMA
STATE/ZIP : CA 95476
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 310,946.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,809.34 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 61.16500
----------------------------------------------------------------
0 0007692783 MORTGAGORS: DONG DAWEI
REGION CODE ADDRESS : 38736 ALMADEN PL
02 CITY : FREMONT
STATE/ZIP : CA 94536
MORTGAGE AMOUNT : 486,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 478,115.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,544.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0007692791 MORTGAGORS: LATINA STEPHEN
HALL DONNA
REGION CODE ADDRESS : 3319 BRACE CANYON RD
02 CITY : BURBANK
STATE/ZIP : CA 91504
MORTGAGE AMOUNT : 298,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,286.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,720.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 72.68200
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,263,000.00
P & I AMT: 20,650.14
UPB AMT: 2,230,620.27
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 51
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007692809 MORTGAGORS: GARCIA JUAN
GARCIA CORAZON
REGION CODE ADDRESS : 36258 WORTHING DRIVE
02 CITY : NEWARK
STATE/ZIP : CA 94560
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,139.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,675.57 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.94900
----------------------------------------------------------------
0 0007692825 MORTGAGORS: KEHOE VINCENT
REGION CODE ADDRESS : 6312 WEST GREENTREE DRIVE
02 CITY : SOMIS
STATE/ZIP : CA 93066
MORTGAGE AMOUNT : 345,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,781.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,222.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------
0 0007692833 MORTGAGORS: DEGENHARDT JOSEPH
DEGENHARDT VERNA
REGION CODE ADDRESS : 1524 SANTANELLA TERRACE
02 CITY : CORONA DEL MAR
STATE/ZIP : CA 92625
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,768.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,456.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 47.92000
----------------------------------------------------------------
0 0007692858 MORTGAGORS: GURFINKEL SIMON
GURFINKEL FAINA
REGION CODE ADDRESS : 2388 VENUS DRIVE
02 CITY : LOS ANGELES
STATE/ZIP : CA 90046
MORTGAGE AMOUNT : 383,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 379,948.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,447.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 65.01600
----------------------------------------------------------------
0 0007692874 MORTGAGORS: VALIENTE BERTA
RAMS BERTA
REGION CODE ADDRESS : 1860 NW 5TH STREET
02 CITY : MIAMI
STATE/ZIP : FL 33125
MORTGAGE AMOUNT : 60,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 59,284.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 564.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 38.70900
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,353,600.00
P & I AMT: 12,367.59
UPB AMT: 1,336,921.58
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 52
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007692882 MORTGAGORS: SUDHISASANAKUL GOOLCHART
SUDHISASANAKUL POJAMARN
REGION CODE ADDRESS : 3117 BEAVERWOOD LANE
02 CITY : SILVER SPRING
STATE/ZIP : MD 20906
MORTGAGE AMOUNT : 112,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 110,967.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,030.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 71.33700
----------------------------------------------------------------
0 0007692890 MORTGAGORS: HUMPHREYS DANE
HUMPHREYS DEBORAH
REGION CODE ADDRESS : 810 BYNUM RUN COURT
02 CITY : BEL AIR
STATE/ZIP : MD 21015
MORTGAGE AMOUNT : 355,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 350,576.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,240.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 78.53900
----------------------------------------------------------------
0 0007692916 MORTGAGORS: NOWROOZI KOSROW
NOWROOZI MARION
REGION CODE ADDRESS : 1276 WELSH ROAD
02 CITY : LOWER MORELAND TWP.
STATE/ZIP : PA 19006
MORTGAGE AMOUNT : 478,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 472,006.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,363.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 77.09600
----------------------------------------------------------------
0 0007692924 MORTGAGORS: LOZINA ANTE
LOZINA MIROSLAVA
REGION CODE ADDRESS : 73 STONEHEDGE DRIVE
02 CITY : GREENWICH
STATE/ZIP : CT 06831
MORTGAGE AMOUNT : 251,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,203.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,344.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 74.97200
----------------------------------------------------------------
0 0007692932 MORTGAGORS: WIECZNER SIMON
WIECZNER LORETTA
REGION CODE ADDRESS : 70 RIDGE AVENUE
02 CITY : NEWTON CENTER
STATE/ZIP : MA 02159
MORTGAGE AMOUNT : 326,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 320,841.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,948.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.10000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.10000 PRODUCT CODE : 002
LTV : 68.63100
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,522,000.00
P & I AMT: 13,927.59
UPB AMT: 1,501,595.62
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 53
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007692940 MORTGAGORS: FLORES JORGE
FLORES MASHELIA
REGION CODE ADDRESS : 1520 9TH AVENUE
02 CITY : HACIENDA HEIGHT
STATE/ZIP : CA 91745
MORTGAGE AMOUNT : 385,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 378,519.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,460.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 71.29600
----------------------------------------------------------------
0 0007692957 MORTGAGORS: DUNNING STEVEN
DUNNING KIM
REGION CODE ADDRESS : 12437 HIGHLAND DRIVE
02 CITY : TUSTIN
STATE/ZIP : CA 92782
MORTGAGE AMOUNT : 327,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 321,825.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,957.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.10000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.10000 PRODUCT CODE : 002
LTV : 79.75600
----------------------------------------------------------------
0 0007692973 MORTGAGORS: CHANG KIN
CHANG SU
REGION CODE ADDRESS : 58-09 150TH STREET
02 CITY : FLUSHING
STATE/ZIP : NY 11355
MORTGAGE AMOUNT : 150,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 147,706.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,390.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 72.11500
----------------------------------------------------------------
0 0007692981 MORTGAGORS: SITU HAI
NG BONNIE
REGION CODE ADDRESS : 61-11 185TH STREET
02 CITY : FRESH MEADOWS
STATE/ZIP : NY 11365
MORTGAGE AMOUNT : 207,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 205,253.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,868.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0007693013 MORTGAGORS: LEVINE BARBARA
REGION CODE ADDRESS : 274 FOX HILL ROAD
02 CITY : NEEDHAM
STATE/ZIP : MA 02192
MORTGAGE AMOUNT : 160,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 158,557.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,494.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 23.70300
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,229,900.00
P & I AMT: 11,171.78
UPB AMT: 1,211,861.35
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 54
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007693039 MORTGAGORS: TANEYA NOBUKUNI
REGION CODE ADDRESS : 7 WATERS EDGE
02 CITY : RYE
STATE/ZIP : NY 10580
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,098.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,654.73 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007693047 MORTGAGORS: DEVITT MARTIN
REGION CODE ADDRESS : 5630 POST ROAD
02 CITY : RIVERDALE
STATE/ZIP : NY 10471
MORTGAGE AMOUNT : 176,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 173,496.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,608.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0007693054 MORTGAGORS: ROBLES MARGARITA
REGION CODE ADDRESS : 1221 EAST 28TH STREET
02 CITY : LOS ANGELES
STATE/ZIP : CA 90011
MORTGAGE AMOUNT : 67,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 65,878.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 616.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 51.53800
----------------------------------------------------------------
0 0007693062 MORTGAGORS: ALLDRIN GORDON
ALLDRIN CONNIE
REGION CODE ADDRESS : 2201 NORDIC WAY
02 CITY : TURLOCK
STATE/ZIP : CA 95382
MORTGAGE AMOUNT : 277,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 273,071.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,494.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0007693070 MORTGAGORS: CHAVEZ JUAN
CHAVEZ EMILIA
REGION CODE ADDRESS : 1663-65 E 62ND ST.
02 CITY : LOS ANGELES
STATE/ZIP : CA 90001
MORTGAGE AMOUNT : 99,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 97,692.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 923.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 68.68900
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 920,350.00
P & I AMT: 8,297.57
UPB AMT: 906,237.42
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 55
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007693088 MORTGAGORS: DUKE DAPHNE
REGION CODE ADDRESS : 921 EAST GREYSTONE AVENUE
02 CITY : MONROVIA
STATE/ZIP : CA 91016
MORTGAGE AMOUNT : 50,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 49,184.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 442.46 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 8.33300
----------------------------------------------------------------
0 0007693096 MORTGAGORS: STASZOWER JAKOB
STASZOWER LEAH
REGION CODE ADDRESS : 560 WINDSWEPT PLACE
02 CITY : SIMI VALLEY
STATE/ZIP : CA 93065
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,718.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,595.64 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007693161 MORTGAGORS: ZAPPIA NICHOLAS
BRIGGS DEANNA
REGION CODE ADDRESS : 195 PARK STREET
02 CITY : WEST ROXBURY
STATE/ZIP : MA 02132
MORTGAGE AMOUNT : 134,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 132,608.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,216.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 63.95200
----------------------------------------------------------------
0 0007693187 MORTGAGORS: WOLFGANG STEVEN
WOLFGANG THERESA
REGION CODE ADDRESS : 112 SOUTH DERBY AVENUE
02 CITY : VENTNOR
STATE/ZIP : NJ 08406
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 639,845.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,933.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 65.00000
----------------------------------------------------------------
0 0007693229 MORTGAGORS: ROSE GLENN
ROSE BARBARA
REGION CODE ADDRESS : 33 FAIRHAND COURT
02 CITY : BRIDGEWATER
STATE/ZIP : NJ 08807
MORTGAGE AMOUNT : 514,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 506,224.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,801.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 73.42800
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,628,300.00
P & I AMT: 14,989.68
UPB AMT: 1,603,582.19
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 56
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007693237 MORTGAGORS: PRISAND HANNAH
REGION CODE ADDRESS : 39 LAFAYETTE STREET
02 CITY : MIDDLETOWN
STATE/ZIP : NJ 07748
MORTGAGE AMOUNT : 425,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 419,817.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,939.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 65.38400
----------------------------------------------------------------
0 0007693245 MORTGAGORS: MENDELL STEPHEN
REGION CODE ADDRESS : 9110 W BAY HARBOR DR #2
02 CITY : BAY HARBOR ISL
STATE/ZIP : FL 33154
MORTGAGE AMOUNT : 40,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 39,394.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 373.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 57.97100
----------------------------------------------------------------
0 0007693260 MORTGAGORS: BISECCO FRANK
REGION CODE ADDRESS : 6632 NW 42 AVENUE
02 CITY : COCONUT CREEK
STATE/ZIP : FL 33073
MORTGAGE AMOUNT : 105,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 104,172.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 978.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 73.77600
----------------------------------------------------------------
0 0007693286 MORTGAGORS: DUVAL JOY
REGION CODE ADDRESS : 820 SW 8TH TERRACE
02 CITY : FT LAUDERDALE
STATE/ZIP : FL 33315
MORTGAGE AMOUNT : 110,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 109,018.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,035.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 63.95300
----------------------------------------------------------------
0 0007693294 MORTGAGORS: CHARLES ODINORD
CHARLES CLAIRE
REGION CODE ADDRESS : 940-42 NW 80TH STREET
02 CITY : MIAMI
STATE/ZIP : FL 33150
MORTGAGE AMOUNT : 55,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 54,851.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 530.39 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 66.07100
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 736,000.00
P & I AMT: 6,857.27
UPB AMT: 727,255.40
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 57
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007693302 MORTGAGORS: VAN DEELEN JERRY
REGION CODE ADDRESS : 143 AVENUE B #15F
02 CITY : NEW YORK
STATE/ZIP : NY 10009
MORTGAGE AMOUNT : 112,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 110,619.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,030.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 65.88200
----------------------------------------------------------------
0 0007693328 MORTGAGORS: DAY SCOTT
REGION CODE ADDRESS : 6414 FOREST CREEK DRIVE
02 CITY : DALLAS
STATE/ZIP : TX 75230
MORTGAGE AMOUNT : 283,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,477.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,486.48 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 69.07300
----------------------------------------------------------------
0 0007693344 MORTGAGORS: JACOBY JEFFREY
STEUER SHARON
REGION CODE ADDRESS : 205 VALLEY RD
02 CITY : BETHANY
STATE/ZIP : CT 06524
MORTGAGE AMOUNT : 156,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 154,405.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,406.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 74.52300
----------------------------------------------------------------
0 0007693351 MORTGAGORS: LEAN RICHARD
LEAN CHRISTINE
REGION CODE ADDRESS : 10 FARRAGUT RD
02 CITY : ANNAPOLIS
STATE/ZIP : MD 21403
MORTGAGE AMOUNT : 160,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 158,525.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,471.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 39.70200
----------------------------------------------------------------
0 0007693369 MORTGAGORS: KIRBY STEVEN
KIRBY KRISTINE
REGION CODE ADDRESS : 11-13 DERBY STREET
02 CITY : CONCORD
STATE/ZIP : MA 01742
MORTGAGE AMOUNT : 170,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 168,483.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,600.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 65.38400
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 881,700.00
P & I AMT: 7,995.52
UPB AMT: 871,511.48
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 58
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007693419 MORTGAGORS: SUMMA LAYLA
REGION CODE ADDRESS : 28065 BERKSHIRE DRIVE
02 CITY : SOUTHFIELD
STATE/ZIP : MI 48076
MORTGAGE AMOUNT : 94,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 92,853.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 871.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 72.30700
----------------------------------------------------------------
0 0007693427 MORTGAGORS: WAGNER JAMES
REGION CODE ADDRESS : 4502 RAWLINS STREET
02 CITY : DALLAS
STATE/ZIP : TX 75219
MORTGAGE AMOUNT : 435,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 429,210.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,913.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 69.10300
----------------------------------------------------------------
0 0007693492 MORTGAGORS: HAIMOV MARK
HAIMOV ROZA
REGION CODE ADDRESS : 3026 PRAIRIE AVENUE
02 CITY : MIAMI BEACH
STATE/ZIP : FL 33140
MORTGAGE AMOUNT : 150,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 148,647.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,401.20 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 38.96100
----------------------------------------------------------------
0 0007693500 MORTGAGORS: EMERIBE ASOLUKA
REGION CODE ADDRESS : 3836 LANCASTER AVE
02 CITY : PHILADELPHIA
STATE/ZIP : PA 19104
MORTGAGE AMOUNT : 43,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 43,099.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 400.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 66.92300
----------------------------------------------------------------
0 0007693534 MORTGAGORS: SCHRANK GARY
SCHRANK MARIE
REGION CODE ADDRESS : 2545 132ND LANE NORTHWEST
02 CITY : COON RAPIDS
STATE/ZIP : MN 55448
MORTGAGE AMOUNT : 142,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 140,646.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,261.00 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 865,350.00
P & I AMT: 7,846.82
UPB AMT: 854,457.11
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 59
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007693542 MORTGAGORS: BAZZI SUMIA
REGION CODE ADDRESS : 5150 MAPLE
02 CITY : DEARBORN
STATE/ZIP : MI 48126
MORTGAGE AMOUNT : 65,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 64,331.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 617.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0007693609 MORTGAGORS: MINCHELLA KAREN
REGION CODE ADDRESS : 29109 HAYES #37
02 CITY : STERLING HEIGHTS
STATE/ZIP : MI 48093
MORTGAGE AMOUNT : 38,175.00 OPTION TO CONVERT :
UNPAID BALANCE : 37,838.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 362.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0007693617 MORTGAGORS: PERRYMAN STEVEN
PERRYMAN ANGELA
REGION CODE ADDRESS : 19281 SURF DRIVE
02 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92648
MORTGAGE AMOUNT : 287,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,385.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,599.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 73.58900
----------------------------------------------------------------
0 0007693625 MORTGAGORS: CACHO-NEGRETE CARLOS
CACHO-NEGRETE PATRICIA
REGION CODE ADDRESS : 19541 SUMMER BREEZE LANE
02 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92648
MORTGAGE AMOUNT : 316,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 312,959.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,818.26 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007693641 MORTGAGORS: TENNER STEVEN
TENNER JUDITH
REGION CODE ADDRESS : 21636 LITTLE BEAR LANE
02 CITY : BOCA RATON
STATE/ZIP : FL 33433
MORTGAGE AMOUNT : 82,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 81,408.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 754.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 51.68700
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 788,975.00
P & I AMT: 7,152.47
UPB AMT: 779,922.04
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 60
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007693666 MORTGAGORS: WARREN VALERIE
REGION CODE ADDRESS : 2834 LEXINGTON STREET
02 CITY : SARASOTA
STATE/ZIP : FL 34231
MORTGAGE AMOUNT : 46,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 44,809.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 430.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 11/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007693674 MORTGAGORS: BOEHM THOMAS
BOEHN LUCINDA
REGION CODE ADDRESS : 12 WARREN CUTTING
02 CITY : CHESTER
STATE/ZIP : NJ 07930
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,078.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,363.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/12
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 53.68400
----------------------------------------------------------------
0 0007693682 MORTGAGORS: FORD THOMAS
FORD EVELYN
REGION CODE ADDRESS : 2955 S TORREY PINES DR
02 CITY : LAS VEGAS
STATE/ZIP : NV 89102
MORTGAGE AMOUNT : 245,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,227.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,236.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/12
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0007693690 MORTGAGORS: DE SOTO NANCY
REGION CODE ADDRESS : 620 E. NEWBURGH STREET
02 CITY : GLENDORA
STATE/ZIP : CA 91740
MORTGAGE AMOUNT : 143,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 137,799.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,275.36 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/12
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.44400
----------------------------------------------------------------
0 0007693708 MORTGAGORS: BRADEN THOMAS
BRADEN WHITNEY
REGION CODE ADDRESS : 1045 LAKESHORE ROAD
02 CITY : LAKE OSWEGO
STATE/ZIP : OR 97034
MORTGAGE AMOUNT : 389,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 373,498.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,578.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 35.36300
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,078,400.00
P & I AMT: 9,884.42
UPB AMT: 1,040,413.85
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 61
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007693716 MORTGAGORS: WEINHEIMER CLYDE
WEINHEIMER LAURA
REGION CODE ADDRESS : 425 PECOS LOOP SE
02 CITY : RIO RANCHO
STATE/ZIP : NM 87124
MORTGAGE AMOUNT : 67,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 65,955.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 608.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.64700
----------------------------------------------------------------
0 0007693724 MORTGAGORS: SARKISSIAN VAHE
SARKISSIAN NORA
REGION CODE ADDRESS : 22000 ROLLING HILLS ROAD
02 CITY : SARATOGA
STATE/ZIP : CA 95070
MORTGAGE AMOUNT : 950,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 921,103.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 8,942.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 51.35100
----------------------------------------------------------------
0 0007693732 MORTGAGORS: REYNOLDS HAL
REYNOLDS ELIZABETH
REGION CODE ADDRESS : 5000 AMBROSE AVENUE
02 CITY : LOS ANGELES
STATE/ZIP : CA 90027
MORTGAGE AMOUNT : 630,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 609,593.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,662.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/12
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 77.30000
----------------------------------------------------------------
0 0007693740 MORTGAGORS: HANLON JOSEPH
HANLON JANET
REGION CODE ADDRESS : 19874 WHEATON DRIVE
02 CITY : CUPERTINO
STATE/ZIP : CA 95014
MORTGAGE AMOUNT : 60,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 59,032.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 535.12 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 10.90900
----------------------------------------------------------------
0 0007693757 MORTGAGORS: TODI NAWAL
TODI BINA
REGION CODE ADDRESS : 960 CALLE DEL PACIFICO
02 CITY : GLENDALE
STATE/ZIP : CA 91208
MORTGAGE AMOUNT : 304,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,534.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,715.70 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/12
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 70.81300
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,012,200.00
P & I AMT: 18,464.08
UPB AMT: 1,950,219.01
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 62
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007693765 MORTGAGORS: BYRD JERRY
BYRD JANICE
REGION CODE ADDRESS : 2708 LAKESIDE DRIVE
02 CITY : MCKINNEY
STATE/ZIP : TX 75070
MORTGAGE AMOUNT : 279,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,287.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,567.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 70.67088
----------------------------------------------------------------
0 0007696404 MORTGAGORS: MURRELL RICHARD
MURRELL JANE
REGION CODE ADDRESS : 174 CORSON AVENUE
02 CITY : STATEN ISLAND
STATE/ZIP : NY 10301
MORTGAGE AMOUNT : 91,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 91,200.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 813.38 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0007696412 MORTGAGORS: SCHIPPER MATHEW
SCHIPPER JERI
REGION CODE ADDRESS : 22810 SHERMAN STREET
02 CITY : CHUQIAK
STATE/ZIP : AK 99567
MORTGAGE AMOUNT : 133,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 133,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,186.17 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 67.61366
----------------------------------------------------------------
0 0007696420 MORTGAGORS: LAMMERS PAUL
MICHELS-LAMMERS ERNESTINE
REGION CODE ADDRESS : 10726 TIMBERWAGON CIRCLE
02 CITY : THE WOODLANDS
STATE/ZIP : TX 77380
MORTGAGE AMOUNT : 251,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,316.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,274.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0007696438 MORTGAGORS: DAVIDSON MARTIN
DAVIDSON ANNE
REGION CODE ADDRESS : 2756 NORTHWEST RALEIGH
02 CITY : PORTLAND
STATE/ZIP : OR 97210
MORTGAGE AMOUNT : 230,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 230,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,083.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 70.76900
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 984,450.00
P & I AMT: 8,925.49
UPB AMT: 975,803.80
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 63
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0007696446 MORTGAGORS: JONES RONALD
JONES SARA
REGION CODE ADDRESS : 6 PARKLAND COURT
02 CITY : HOUSTON
STATE/ZIP : TX 77055
MORTGAGE AMOUNT : 403,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 401,742.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,650.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0007696453 MORTGAGORS: ELGHOR SAMIR
ELGHOR JANINA
REGION CODE ADDRESS : 230 NORTH ELGIN
02 CITY : GRIFFITH
STATE/ZIP : IN 46319
MORTGAGE AMOUNT : 170,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 169,463.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,528.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 58.90700
----------------------------------------------------------------
0 0030824544 MORTGAGORS: SAADEH SULTAN
SAADEH EMAN
REGION CODE ADDRESS : 425 DANIELS STREET
01 CITY : FITCHBURG
STATE/ZIP : MA 01420
MORTGAGE AMOUNT : 93,550.00 OPTION TO CONVERT :
UNPAID BALANCE : 89,093.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 914.38 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 05/01/12
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 90.82524
----------------------------------------------------------------
0 0030866479 MORTGAGORS: CLERY BERNARD
CLERY CYNTHIA
REGION CODE ADDRESS : 17 PALISADES DRIVE
01 CITY : OAK BROOK
STATE/ZIP : IL 60521
MORTGAGE AMOUNT : 281,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,972.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,685.39 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 04/01/12
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 67.54807
----------------------------------------------------------------
0 0030895171 MORTGAGORS: WOODRUFF BRUCE
WOODRUFF HARRIET
REGION CODE ADDRESS : 1505 ARSHAMOMAQUE AVENUE
01 CITY : SOUTHOLD
STATE/ZIP : NY 11971
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,282.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 58.00400
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,197,550.00
P & I AMT: 11,060.44
UPB AMT: 1,175,271.77
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 64
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030934616 MORTGAGORS: SHORT JORDON
SHORT ROSEMARY
REGION CODE ADDRESS : 2672 US HWY 41 NORTH
01 CITY : TIFTON
STATE/ZIP : GA 31794
MORTGAGE AMOUNT : 279,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,818.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,571.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 73.55263
----------------------------------------------------------------
0 0031040983 MORTGAGORS: SIUTA RAYMOND
SIUTA CAROLYN
REGION CODE ADDRESS : 110 VIVIAN CT
01 CITY : DUCK
STATE/ZIP : NC 27949
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,053.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,696.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 77.31900
----------------------------------------------------------------
0 0031161052 MORTGAGORS: DE ALMEIDA JORGE
BRADBURY-DE ALMEIDA AGNES
REGION CODE ADDRESS : 6131 PARSLEY DRIVE
01 CITY : ALEXANDRIA
STATE/ZIP : VA 22315
MORTGAGE AMOUNT : 294,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 293,052.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,601.63 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 79.97400
----------------------------------------------------------------
0 0031206717 MORTGAGORS: FINDER JOSEPH
SOUDA MICHELE
REGION CODE ADDRESS : 273 COMMONWEALTH AVENUE UNIT #7
01 CITY : BOSTON
STATE/ZIP : MA 02116
MORTGAGE AMOUNT : 425,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 423,716.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,939.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 55.92100
----------------------------------------------------------------
0 0031266398 MORTGAGORS: DRUCKMAN ROBERT
DRUCKMAN LYNN
REGION CODE ADDRESS : 39 HEATHER DRIVE
01 CITY : MANALAPAN
STATE/ZIP : NJ 07726
MORTGAGE AMOUNT : 235,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 235,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,128.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 71.21200
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,533,500.00
P & I AMT: 13,937.82
UPB AMT: 1,520,640.50
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 65
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031282130 MORTGAGORS: CLARKE JEFFREY
CLARKE CHARMAINE
REGION CODE ADDRESS : 332 COTTONWOOD LANE
01 CITY : GUNNISON
STATE/ZIP : CO 81230
MORTGAGE AMOUNT : 299,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,056.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,687.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 66.44444
----------------------------------------------------------------
0 0031292428 MORTGAGORS: OCONNOR JAMES
OCONNOR BETTY
REGION CODE ADDRESS : 709 SHERWOOD DR.
01 CITY : JEFFERSON CITY
STATE/ZIP : MO 65109
MORTGAGE AMOUNT : 295,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,800.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,615.79 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 03/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031296684 MORTGAGORS: PANICCIA AMERICO
PANICCIA MARIA
REGION CODE ADDRESS : 25 WEST WIND ROAD
01 CITY : TRUMBULL
STATE/ZIP : CT 06611
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,413.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,853.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 58.33300
----------------------------------------------------------------
0 0031324247 MORTGAGORS: JEFFERSON FEDERICK
STACY L
REGION CODE ADDRESS : 3668 E HIGHWAY 30A #201
01 CITY : SANTA ROSA BEACH
STATE/ZIP : FL 32459
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 285,371.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,606.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 62.36500
----------------------------------------------------------------
0 0031328560 MORTGAGORS: MANLEY DONALD
MANLEY CHRISTINE
REGION CODE ADDRESS : 12 JOANNA WAY
01 CITY : KINNELON
STATE/ZIP : NJ 07405
MORTGAGE AMOUNT : 398,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 396,784.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,661.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 75.80900
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,597,600.00
P & I AMT: 14,424.56
UPB AMT: 1,579,427.34
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 66
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031352685 MORTGAGORS: GOTKIN ROBERT
SARNOFF. DEBORAH
REGION CODE ADDRESS : 223 MARINE BLVD
01 CITY : AMAGANSETT
STATE/ZIP : NY 11930
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 354,792.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,286.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 28.80000
----------------------------------------------------------------
0 0031372998 MORTGAGORS: SANTOS DAVID
SANTOS FRANCES
REGION CODE ADDRESS : 1 HUNTINGDON RD
01 CITY : LINFIELD
STATE/ZIP : MA 01940
MORTGAGE AMOUNT : 380,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 377,646.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,468.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.16600
----------------------------------------------------------------
0 0031427040 MORTGAGORS: WEISS MAURICE
WEISS BONNIE
REGION CODE ADDRESS : 10616 BUTTERFIELD ROAD
01 CITY : LOS ANGELES
STATE/ZIP : CA 90064
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 293,257.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,696.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 64.51613
----------------------------------------------------------------
0 0031428121 MORTGAGORS: MONTELL THOMAS
REGION CODE ADDRESS : 814 THE STRAND
01 CITY : HERMOSA BEACH
STATE/ZIP : CA 90254
MORTGAGE AMOUNT : 440,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 422,616.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,924.16 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 48.88800
----------------------------------------------------------------
0 0031433535 MORTGAGORS: LAUFER STEPHEN
LAUFER SUSAN
REGION CODE ADDRESS : 120 GREYSTONE ROAD
01 CITY : ROCKVILLE CENTER
STATE/ZIP : NY 11570
MORTGAGE AMOUNT : 248,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,379.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,177.43 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,728,000.00
P & I AMT: 15,553.27
UPB AMT: 1,694,692.17
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 67
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031446750 MORTGAGORS: FAIR RICHARD
FAIR PATRICIA
REGION CODE ADDRESS : 51 SOUTH LA SENDA DRIVE
01 CITY : LAGUNA BEACH
STATE/ZIP : CA 92677
MORTGAGE AMOUNT : 395,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 387,493.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,578.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 50.96774
----------------------------------------------------------------
0 0031451792 MORTGAGORS: SHASHIDHAR RANGANATHAN
RATNA BANAHALLI
REGION CODE ADDRESS : 1619 HERON WAY
01 CITY : WOODBRIDGE
STATE/ZIP : VA 22191
MORTGAGE AMOUNT : 241,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 240,679.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,153.38 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.98600
----------------------------------------------------------------
0 0031457054 MORTGAGORS: KIRN JOHN
KIRN JUDITH
REGION CODE ADDRESS : 2673 CYPRESS LN
01 CITY : WESTON
STATE/ZIP : FL 33332
MORTGAGE AMOUNT : 390,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 385,035.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,505.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 66.66600
----------------------------------------------------------------
0 0031461882 MORTGAGORS: SOLOMAN III GEORGE
SOLOMAN HANA
REGION CODE ADDRESS : 2513 LIMERICK LANE
01 CITY : COLUMBIA
STATE/ZIP : MO 65203
MORTGAGE AMOUNT : 265,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 262,083.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,367.87 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031495039 MORTGAGORS: SUCHYTA LEONARD
SUCHYTA CALLAN
REGION CODE ADDRESS : 1311 REGENCY COURT
01 CITY : SOUTHLAKE
STATE/ZIP : TX 76092
MORTGAGE AMOUNT : 390,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 386,139.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,424.18 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 76.47000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,681,950.00
P & I AMT: 15,028.89
UPB AMT: 1,661,431.32
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 68
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031498652 MORTGAGORS: DAVIS GERALD
REGION CODE ADDRESS : 7 APPLE ORCHARD LANE
01 CITY : (T/O NORTH CACTLE) BE
STATE/ZIP : NY 10506
MORTGAGE AMOUNT : 242,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 240,501.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,209.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 28.74100
----------------------------------------------------------------
0 0031501372 MORTGAGORS: BAKER DONALD
BAKER JOYCE
REGION CODE ADDRESS : 23512 QUAIL HOLLOW DRIVE
01 CITY : WESTLAKE
STATE/ZIP : OH 44145
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 394,671.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,567.42 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031509730 MORTGAGORS: BRISCOE HUBERT
BRISCOE SHEILA
REGION CODE ADDRESS : 680 HIGHWAY 211 N E
01 CITY : WINDER
STATE/ZIP : GA 30680
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,104.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,647.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 71.60400
----------------------------------------------------------------
0 0031510571 MORTGAGORS: LEVY RICHARD
REGION CODE ADDRESS : 20165 NE 39TH PLACE UNIT 503
01 CITY : AVENTURA
STATE/ZIP : FL 33180
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,278.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,502.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/08
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 46.15300
----------------------------------------------------------------
0 0031522394 MORTGAGORS: RANKIN OWEN
RANKIN MICHELE
REGION CODE ADDRESS : 200 WEST HILL RD
01 CITY : BOONTON TOWNSHIP
STATE/ZIP : NJ 07005
MORTGAGE AMOUNT : 645,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 642,987.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,842.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 72.47100
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,877,000.00
P & I AMT: 17,769.07
UPB AMT: 1,865,543.41
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 69
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031522543 MORTGAGORS: WINDLASS PRADEEP
REGION CODE ADDRESS : 1160 OXFORD DRIVE
01 CITY : CONYERS
STATE/ZIP : GA 30013
MORTGAGE AMOUNT : 257,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,121.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,309.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 87.11800
----------------------------------------------------------------
0 0031525280 MORTGAGORS: WICKS LAWRENCE
WICKS DIANNA
REGION CODE ADDRESS : 14704 WHITE OAK DRIVE
01 CITY : BURNSVILLE
STATE/ZIP : MN 55337
MORTGAGE AMOUNT : 459,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 456,063.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,093.62 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 76.50000
----------------------------------------------------------------
0 0031526940 MORTGAGORS: STARK PETER
STARK KATHLEEN
REGION CODE ADDRESS : 15385 CRESTVIEW CT
01 CITY : POWAY
STATE/ZIP : CA 92064
MORTGAGE AMOUNT : 423,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 418,404.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,809.23 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 78.77323
----------------------------------------------------------------
0 0031532443 MORTGAGORS: DWYER WILLIAM
DWYER CHRISTINE
REGION CODE ADDRESS : LOT F 9 GINA WAY
01 CITY : BOXFORD
STATE/ZIP : MA 01921
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 372,247.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,292.48 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 72.53300
----------------------------------------------------------------
0 0031532583 MORTGAGORS: HON TSUI
REGION CODE ADDRESS : 75-28 167TH STREET
01 CITY : FLUSHING
STATE/ZIP : NY 11366
MORTGAGE AMOUNT : 262,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,377.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,391.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 65.50000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,776,800.00
P & I AMT: 15,897.03
UPB AMT: 1,762,214.51
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 70
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031533920 MORTGAGORS: TWINING KURT
REGION CODE ADDRESS : 3413 CALEO COURT
01 CITY : PLANO
STATE/ZIP : TX 75025
MORTGAGE AMOUNT : 254,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,978.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,286.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031542087 MORTGAGORS: DRAKE JUDETH
REGION CODE ADDRESS : 165 MT. VERNON STREET, UNIT #3
01 CITY : BOSTON,
STATE/ZIP : MA 02108
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 347,717.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,145.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 53.84600
----------------------------------------------------------------
0 0031543598 MORTGAGORS: WALDMAN HOWARD
REGION CODE ADDRESS : 11 PHILLIPS AVENUE
01 CITY : SWAMPSCOTT
STATE/ZIP : MA 01907
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 308,038.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,786.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 68.88800
----------------------------------------------------------------
0 0031543689 MORTGAGORS: WADDELL ALEXANDER
ARONSON DEBRA
REGION CODE ADDRESS : 4620 NORWOOD DRIVE
01 CITY : CHEVY CHASE
STATE/ZIP : MD 20815
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,267.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,326.69 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 67.08800
----------------------------------------------------------------
0 0031545122 MORTGAGORS: MOHR GARY
MOHR JO
REGION CODE ADDRESS : LOT 70.02 BLOCK 131
01 CITY : RANDOLPH
STATE/ZIP : NJ 07869
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,738.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 77.12000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,479,400.00
P & I AMT: 13,284.17
UPB AMT: 1,471,001.69
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 71
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031556533 MORTGAGORS: BOWE JOHN
BOWE MARYANNE
REGION CODE ADDRESS : 20 ORIOLE ROAD
01 CITY : MEDFIELD
STATE/ZIP : MA 02052
MORTGAGE AMOUNT : 310,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,441.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,833.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031557507 MORTGAGORS: MICCICHE PETER
REGION CODE ADDRESS : 1521 S. MARSTON STREET
01 CITY : PHILADELPHIA
STATE/ZIP : PA 19146
MORTGAGE AMOUNT : 18,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 17,947.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 172.02 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 8.00000 PRODUCT CODE : 250
LTV : 90.00000
----------------------------------------------------------------
0 0031560931 MORTGAGORS: CAFRITZ ROBERT
CAFRITZ JANE
REGION CODE ADDRESS : 8 STONE POST WAY AKA DOBLE CT.
01 CITY : NANTUCKET
STATE/ZIP : MA 02554
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,410.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,444.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 36.26600
----------------------------------------------------------------
0 0031567449 MORTGAGORS: ROGERS PAUL
ROGERS LISA
REGION CODE ADDRESS : 18 GOSS POND ROAD
01 CITY : UPTON
STATE/ZIP : MA 01568
MORTGAGE AMOUNT : 351,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 348,849.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,228.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 70.20000
----------------------------------------------------------------
0 0031573512 MORTGAGORS: BORZCIK TERESA
RABINS ANDREW
REGION CODE ADDRESS : 849 OSCEOLA AVENUE
01 CITY : ST PAUL
STATE/ZIP : MN 55104
MORTGAGE AMOUNT : 254,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,790.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,286.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,205,800.00
P & I AMT: 10,965.91
UPB AMT: 1,198,440.32
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 72
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031582216 MORTGAGORS: AHMAD SYED
REGION CODE ADDRESS : 2 BUCKINGHAM DRIVE
01 CITY : PRINCETON
STATE/ZIP : NJ 08540
MORTGAGE AMOUNT : 396,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 392,064.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,449.59 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031585797 MORTGAGORS: GROVE TIMOTHY
GROVE ANAMARIA
REGION CODE ADDRESS : 178 HAMILTON STREET
01 CITY : NEW BRUNSWICK
STATE/ZIP : NJ 08901
MORTGAGE AMOUNT : 135,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 134,199.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,270.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 250
LTV : 90.00000
----------------------------------------------------------------
0 0031589955 MORTGAGORS: MONTGOMERY JOHN
REGION CODE ADDRESS : 133 TAPATIO DRIVE EAST
01 CITY : BOERNE
STATE/ZIP : TX 78006
MORTGAGE AMOUNT : 167,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 164,587.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,526.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031591944 MORTGAGORS: BOWLING WILLIAM
BOWLING GARI
REGION CODE ADDRESS : 3330 ELMWOOD BEACH
01 CITY : MIDDLEVILLE
STATE/ZIP : MI 49333
MORTGAGE AMOUNT : 363,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 361,348.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,268.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0031592280 MORTGAGORS: AYELE TAYE
HAILE ELLENA
REGION CODE ADDRESS : 81 CHILD STREET
01 CITY : JAMAICA PLAIN
STATE/ZIP : MA 02130
MORTGAGE AMOUNT : 100,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 99,697.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 927.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 42.37200
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,161,850.00
P & I AMT: 10,442.23
UPB AMT: 1,151,899.26
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 73
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031593080 MORTGAGORS: CHAU CHOEU
CHAU KOK
REGION CODE ADDRESS : 1111 CASA BONITA WAY
01 CITY : VISTA
STATE/ZIP : CA 92083
MORTGAGE AMOUNT : 125,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 123,459.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,149.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 64.10200
----------------------------------------------------------------
0 0031594757 MORTGAGORS: MING TAI
TSENG MAN
REGION CODE ADDRESS : 143 PEARL STREET
01 CITY : NEWTON
STATE/ZIP : MA 02158
MORTGAGE AMOUNT : 165,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 163,978.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,506.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 250
LTV : 61.11100
----------------------------------------------------------------
0 0031595143 MORTGAGORS: GARTLAND EDWARD
GARTLAND VICTORIA
REGION CODE ADDRESS : 15 WHITNEY ROAD
01 CITY : NEWTONVILLE
STATE/ZIP : MA 02160
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 397,522.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,651.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 58.13900
----------------------------------------------------------------
0 0031596034 MORTGAGORS: CONLON SEAN
REGION CODE ADDRESS : 525 WEST ARMITAGE
01 CITY : CHICAGO
STATE/ZIP : IL 60614
MORTGAGE AMOUNT : 630,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 626,140.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,795.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 66.31500
----------------------------------------------------------------
0 0031597545 MORTGAGORS: LESCHEN STEVEN
LESCHEN JOANNE
REGION CODE ADDRESS : 72 CORNELL STREET
01 CITY : E NORTHPORT
STATE/ZIP : NY 11731
MORTGAGE AMOUNT : 147,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 145,398.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,321.28 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 250
LTV : 79.45900
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,467,000.00
P & I AMT: 13,424.37
UPB AMT: 1,456,500.06
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 74
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031597941 MORTGAGORS: BURKE MARY
REGION CODE ADDRESS : 22 TRITON WAY
01 CITY : MASHPEE
STATE/ZIP : MA 02649
MORTGAGE AMOUNT : 446,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 443,327.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,166.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 40.54500
----------------------------------------------------------------
0 0031597982 MORTGAGORS: CHAN CHI
CHAN MAUREEN
REGION CODE ADDRESS : 34 ALDGATE DRIVE EAST
01 CITY : MANHASSET
STATE/ZIP : NY 11030
MORTGAGE AMOUNT : 630,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 628,033.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,706.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 57.27200
----------------------------------------------------------------
0 0031600372 MORTGAGORS: O'BRIEN MICHAEL
O'BRIEN ELLEN
REGION CODE ADDRESS : 304 SOUTH WEGO TRAIL
01 CITY : MOUNT PROSPECT
STATE/ZIP : IL 60056
MORTGAGE AMOUNT : 287,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 285,538.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,445.55 OUTSIDE CONV DATE :
LIFETIME RATE : 6.12500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.12500 PRODUCT CODE : 002
LTV : 74.19300
----------------------------------------------------------------
0 0031602246 MORTGAGORS: CURCIO LOUIS
CURCIO DANIELLE
REGION CODE ADDRESS : 3 WILLIAMS WAY
01 CITY : HOLMDEL
STATE/ZIP : NJ 07733
MORTGAGE AMOUNT : 204,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 203,370.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,862.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 45.33333
----------------------------------------------------------------
0 0031602691 MORTGAGORS: SORENSEN RICARDO
SORENSEN SALLY
REGION CODE ADDRESS : 155 ROSEWOOD DRIVE
01 CITY : METAIRIE
STATE/ZIP : LA 70005
MORTGAGE AMOUNT : 247,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,933.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,224.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,815,000.00
P & I AMT: 16,405.36
UPB AMT: 1,806,203.70
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 75
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031602915 MORTGAGORS: BALLENGER ALBERT
REGION CODE ADDRESS : 2118 EMERALD DRIVE
01 CITY : JONESBORO
STATE/ZIP : GA 30236
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,305.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,497.19 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 66.66600
----------------------------------------------------------------
0 0031605553 MORTGAGORS: ST. GERMAIN DAVID
ST. GERMAIN ANN
REGION CODE ADDRESS : 17 LIBERTY DRIVE
01 CITY : SOUTHBOROUGH
STATE/ZIP : MA 01772
MORTGAGE AMOUNT : 332,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 328,877.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,984.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031606643 MORTGAGORS: TUCKER MARK
TUCKER HELEN
REGION CODE ADDRESS : 1171 CHADWICK LAKE DRIVE
01 CITY : LAWRENCEVILLE
STATE/ZIP : GA 30043
MORTGAGE AMOUNT : 248,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,613.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,211.80 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031606726 MORTGAGORS: TARAKEWECZ CHARLES
SIRYJ LUBA
REGION CODE ADDRESS : 5 JOHN STEVENS RD
01 CITY : WHITEHOUSE STATION
STATE/ZIP : NJ 08883
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,528.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,069.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/08
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 59.09000
----------------------------------------------------------------
0 0031607286 MORTGAGORS: ALVES LUIS
ALVES FATIMA
REGION CODE ADDRESS : 191-193 SUFFOLK AVENUE
01 CITY : PAWTUCKET
STATE/ZIP : RI 02861
MORTGAGE AMOUNT : 90,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 89,737.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 853.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.87500 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,210,000.00
P & I AMT: 11,616.01
UPB AMT: 1,200,061.85
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 76
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031608987 MORTGAGORS: HENSON ALAN
HENSON MARY
REGION CODE ADDRESS : 812 TIMBER LANE
01 CITY : NASHVILLE
STATE/ZIP : TN 37215
MORTGAGE AMOUNT : 825,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 819,665.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 7,300.50 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 015
LTV : 68.75000
----------------------------------------------------------------
0 0031610272 MORTGAGORS: RUBENSTEIN JOEL
RUBENSTEIN CHRISTINE
REGION CODE ADDRESS : 4160 FLINTLOCK CIRCLE
01 CITY : RENO
STATE/ZIP : NV 89509
MORTGAGE AMOUNT : 448,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 445,164.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,026.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 76.84300
----------------------------------------------------------------
0 0031612161 MORTGAGORS: WEINBERG PAMELA
REGION CODE ADDRESS : RT #3 COUNTRY CLUB ESTATES
01 CITY : MANNING
STATE/ZIP : SC 29102
MORTGAGE AMOUNT : 121,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 119,435.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,121.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 68.75000
----------------------------------------------------------------
0 0031613292 MORTGAGORS: GORDON GREGORY
REGION CODE ADDRESS : 21 WILLIAMS WAY
01 CITY : BRIDGEHAMPTON
STATE/ZIP : NY 11932
MORTGAGE AMOUNT : 318,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 318,700.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,999.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 62.85900
----------------------------------------------------------------
0 0031613623 MORTGAGORS: CHMIEL TUYET
REGION CODE ADDRESS : 1556 PIIKOI STREET, #807
01 CITY : HONOLULU
STATE/ZIP : HI 96822
MORTGAGE AMOUNT : 104,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 103,365.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 942.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,816,700.00
P & I AMT: 16,390.86
UPB AMT: 1,806,331.60
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 77
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031615172 MORTGAGORS: SCHEIER WILLIAM
SCHEIER CATHERINE
REGION CODE ADDRESS : 598 CROWELLS BOG ROAD
01 CITY : BREWSTER
STATE/ZIP : MA 02631
MORTGAGE AMOUNT : 371,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 370,353.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,391.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 68.00000
----------------------------------------------------------------
0 0031615701 MORTGAGORS: KAY JONATHAN
KAY MARILYN
REGION CODE ADDRESS : 10818 NORTH RAVINE COURT
01 CITY : MEQUON
STATE/ZIP : WI 53092
MORTGAGE AMOUNT : 346,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 343,903.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,207.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 54.92000
----------------------------------------------------------------
0 0031616311 MORTGAGORS: TRUSHEIM JOHN
NANCE MARTHA
REGION CODE ADDRESS : 10341 HEIDI LANE
01 CITY : CHASKA
STATE/ZIP : MN 55318
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 357,721.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,235.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031616436 MORTGAGORS: HANSEN RONALD
HANSEN CHERYL
REGION CODE ADDRESS : 4808 BEVER AVENUE SE
01 CITY : CEDAR RAPIDS
STATE/ZIP : IA 52403
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,141.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,444.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031618853 MORTGAGORS: TRIPLETT COLEMAN
REGION CODE ADDRESS : 1410 HILLCREST HEIGHTS
01 CITY : ALPHARETTA
STATE/ZIP : GA 30005
MORTGAGE AMOUNT : 284,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,202.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,552.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 65.13700
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,633,500.00
P & I AMT: 14,832.03
UPB AMT: 1,625,323.15
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 78
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031620255 MORTGAGORS: LEVINE STUART
LEVINE PAULA
REGION CODE ADDRESS : 103 EAST EMERSON ROAD
01 CITY : LEXINGTON
STATE/ZIP : MA 02173
MORTGAGE AMOUNT : 390,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 388,728.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,424.18 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 50.51800
----------------------------------------------------------------
0 0031620487 MORTGAGORS: CROFT WARNER
CROFT KATHY
REGION CODE ADDRESS : 8307 SUMNER COURT
01 CITY : AUSTIN
STATE/ZIP : TX 78733
MORTGAGE AMOUNT : 461,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 455,047.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,113.68 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031620602 MORTGAGORS: BROWER STUART
REGION CODE ADDRESS : 1073 SOUTH OAK KNOLL AVENUE
01 CITY : PASADENA
STATE/ZIP : CA 91106
MORTGAGE AMOUNT : 266,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,298.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,372.34 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 57.32700
----------------------------------------------------------------
0 0031623093 MORTGAGORS: AVERY JANET
REGION CODE ADDRESS : 3228 NAVY DRIVE
01 CITY : HERNDON
STATE/ZIP : VA 20171
MORTGAGE AMOUNT : 335,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 333,376.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,015.57 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 67.10000
----------------------------------------------------------------
0 0031625429 MORTGAGORS: DANG KHANH
DANG KIMLIEN
REGION CODE ADDRESS : 8880 EAST GARDEN VIEW DRIVE
01 CITY : ANAHEIM
STATE/ZIP : CA 92808
MORTGAGE AMOUNT : 274,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,474.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,443.68 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.98800
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,726,750.00
P & I AMT: 15,369.45
UPB AMT: 1,711,925.95
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 79
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031625486 MORTGAGORS: BLUTEAU THOMAS
BLUTEAU HEIDI
REGION CODE ADDRESS : 7 RYERSON AVENUE
01 CITY : PEQUANNOCK
STATE/ZIP : NJ 07440
MORTGAGE AMOUNT : 251,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,333.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,309.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0031626021 MORTGAGORS: SCHNELL WILLIAM
SCHNELL LORIE
REGION CODE ADDRESS : 123 BILL OF RIGHTS LANE
01 CITY : DOWNINGTOWN
STATE/ZIP : PA 19335
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,121.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,717.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 71.94200
----------------------------------------------------------------
0 0031626401 MORTGAGORS: THURBER DIANA
REGION CODE ADDRESS : 6858 ZENOBIA #2
01 CITY : WESTMINSTER
STATE/ZIP : CO 80030
MORTGAGE AMOUNT : 67,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 67,140.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 599.97 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 56.50000
----------------------------------------------------------------
0 0031627391 MORTGAGORS: JORDAN G.
REGION CODE ADDRESS : 444 WEST WRIGHTWOOD #B
01 CITY : CHICAGO
STATE/ZIP : IL 60614
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 338,938.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,079.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031628746 MORTGAGORS: GAYLIS NORMAN
REGION CODE ADDRESS : 473 WHITE CLOUD DRIVE
01 CITY : BRECKENRIDGE
STATE/ZIP : CO 80424
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 496,835.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,494.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 60.24000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,458,900.00
P & I AMT: 13,201.36
UPB AMT: 1,451,370.55
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 80
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031628811 MORTGAGORS: ORCUTT GENE
REGION CODE ADDRESS : 4955 HIDDEN OAKS LANE
01 CITY : LOOMIS
STATE/ZIP : CA 95650
MORTGAGE AMOUNT : 229,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 227,612.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,122.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 73.39743
----------------------------------------------------------------
0 0031630080 MORTGAGORS: TREIBER ROSALIE
REGION CODE ADDRESS : 3101 WEST BETTY ELYSE LANE
01 CITY : PHOENIX
STATE/ZIP : AZ 85023
MORTGAGE AMOUNT : 60,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 60,320.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 549.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 48.56000
----------------------------------------------------------------
0 0031630684 MORTGAGORS: RODERICK GEORGE
RODERICK MARY
REGION CODE ADDRESS : 188 JERICHO VALLEY DRIVE
01 CITY : NEWTOWN
STATE/ZIP : PA 18940
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,365.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,194.99 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 50.50500
----------------------------------------------------------------
0 0031630791 MORTGAGORS: WALTERS KYLE
WALTERS VICTORIA
REGION CODE ADDRESS : 4046 GREYSTONE DR
01 CITY : BIRMINGHAM
STATE/ZIP : AL 35242
MORTGAGE AMOUNT : 294,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 293,809.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,628.75 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 55.61300
----------------------------------------------------------------
0 0031630965 MORTGAGORS: WARD SUSAN
REGION CODE ADDRESS : 200 EAST CHESTNUT STREET
01 CITY : ST. MICHAELS
STATE/ZIP : MD 21663
MORTGAGE AMOUNT : 244,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,745.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,231.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 71.80600
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,078,950.00
P & I AMT: 9,728.39
UPB AMT: 1,073,853.57
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 81
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031631179 MORTGAGORS: OBERSCHELP WAYNE
OBERSCHELP DEBORAH
REGION CODE ADDRESS : 322 N WISNER STREET
01 CITY : PARK RIDGE
STATE/ZIP : IL 60068
MORTGAGE AMOUNT : 348,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 345,797.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,127.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 60.52100
----------------------------------------------------------------
0 0031631799 MORTGAGORS: NAGIN-SHARMA HARISH
NAGIN-SHARMA ANITA
REGION CODE ADDRESS : 25568 CRESTFIELD DRIVE
01 CITY : CASTRO VALLEY
STATE/ZIP : CA 94552
MORTGAGE AMOUNT : 302,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,245.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,674.20 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 69.99700
----------------------------------------------------------------
0 0031631831 MORTGAGORS: DEANGELIS RONALD
DEANGELIS LETA
REGION CODE ADDRESS : 3547 HALF MOON CIRCLE
01 CITY : FALLS CHURCH
STATE/ZIP : VA 22044
MORTGAGE AMOUNT : 510,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 508,390.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,584.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 69.86300
----------------------------------------------------------------
0 0031633696 MORTGAGORS: BRASHER EDGAR
BRASHER JOYCE
REGION CODE ADDRESS : O'BRIEN ROAD
01 CITY : CEDAR GROVE
STATE/ZIP : TN 38321
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,451.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,282.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.36500
----------------------------------------------------------------
0 0031634645 MORTGAGORS: NEWMAN WALTER
NIEHUIS MARLEEN
REGION CODE ADDRESS : UNIT 3 3 DURHAM STREET
01 CITY : BOSTON
STATE/ZIP : MA 02115
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,228.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,516.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 59.57400
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,690,200.00
P & I AMT: 15,185.03
UPB AMT: 1,681,114.51
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 82
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031635329 MORTGAGORS: KOCSIS WILLIAM
KOCSIS LINDA
REGION CODE ADDRESS : 9675 OTERO ROAD
01 CITY : ATASCADERO
STATE/ZIP : CA 93422
MORTGAGE AMOUNT : 382,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 380,794.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,433.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 74.90100
----------------------------------------------------------------
0 0031636962 MORTGAGORS: DIMAANO MARTIN
DIMAANO LEONILA
REGION CODE ADDRESS : 314 LOCKWOOD DRIVE
01 CITY : PARAMUS
STATE/ZIP : NJ 07652
MORTGAGE AMOUNT : 246,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,232.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,228.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 87.85700
----------------------------------------------------------------
0 0031637465 MORTGAGORS: BOONE DAVID
BOONE GAIL
REGION CODE ADDRESS : 9035 WHISPERING HILL DRIVE
01 CITY : CINCINNATI
STATE/ZIP : OH 45242
MORTGAGE AMOUNT : 646,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 646,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,851.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 56.17300
----------------------------------------------------------------
0 0031637739 MORTGAGORS: CARLSON DESIREE
RENNKE HELMUT
REGION CODE ADDRESS : 24 MILLER HILL RD
01 CITY : DOVER
STATE/ZIP : MA 02030
MORTGAGE AMOUNT : 383,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 380,817.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,496.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/08
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 74.36800
----------------------------------------------------------------
0 0031638331 MORTGAGORS: RIEMER ROBERT
REGION CODE ADDRESS : 2426 FISHER ISLAND DRIVE #5206
01 CITY : FISHER ISLAND
STATE/ZIP : FL 33109
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 397,364.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,679.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 45.71400
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,057,000.00
P & I AMT: 19,689.69
UPB AMT: 2,050,209.23
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 83
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031638406 MORTGAGORS: BRADLEY CAROLYN
REGION CODE ADDRESS : 2600 CRABAPPLE COURT
01 CITY : GOLDEN
STATE/ZIP : CO 80401
MORTGAGE AMOUNT : 342,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 340,222.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,077.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------
0 0031639057 MORTGAGORS: AZARIAN PAUL
REGION CODE ADDRESS : 888 WATERFORD GREEN
01 CITY : MARIETTA
STATE/ZIP : GA 30068
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 398,724.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,567.42 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 70.48400
----------------------------------------------------------------
0 0031639446 MORTGAGORS: FISCHER MARTIN
REGION CODE ADDRESS : 28080 BLACKBERRY WAY
01 CITY : YORBA LINDA
STATE/ZIP : CA 92686
MORTGAGE AMOUNT : 268,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,556.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,484.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031640055 MORTGAGORS: PAPPAS TOM
PAPPAS SYLVIA
REGION CODE ADDRESS : 231 FAIRWAY DR
01 CITY : PROSPECT HTS
STATE/ZIP : IL 60070
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 193,468.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,702.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 91.64000
----------------------------------------------------------------
0 0031642275 MORTGAGORS: HUH BENJAMIN
HUH KYUNG
REGION CODE ADDRESS : 1601 DEVONSHIRE DRIVE
01 CITY : OXNARD
STATE/ZIP : CA 93030
MORTGAGE AMOUNT : 248,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,464.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,263.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,554,400.00
P & I AMT: 14,095.39
UPB AMT: 1,444,436.15
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 84
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031642531 MORTGAGORS: MUN SOPHIA
REGION CODE ADDRESS : 1025 CALLE SONRISA
01 CITY : GLENDALE
STATE/ZIP : CA 91208
MORTGAGE AMOUNT : 427,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 424,562.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,930.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 76.29400
----------------------------------------------------------------
0 0031642689 MORTGAGORS: RIVETT-CARNAC ANDREW
RIVETT-CARNAC JANET
REGION CODE ADDRESS : 29909 GATES MILLS BOULEVARD
01 CITY : PEPPER PIKE
STATE/ZIP : OH 44124
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,200.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,074.21 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031644693 MORTGAGORS: WALES JONATHAN
WALES CAROL
REGION CODE ADDRESS : 7 CLIFFSIDE ROAD
01 CITY : MARBLEHEAD
STATE/ZIP : MA 01945
MORTGAGE AMOUNT : 246,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,198.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,159.86 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 66.48600
----------------------------------------------------------------
0 0031645971 MORTGAGORS: OZDER SAMI
REGION CODE ADDRESS : 167 PINE HILL ROAD
01 CITY : HIGHLAND MILLS
STATE/ZIP : NY 10930
MORTGAGE AMOUNT : 175,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 174,708.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,654.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 250
LTV : 95.00000
----------------------------------------------------------------
0 0031647233 MORTGAGORS: METZLER MICHAEL
METZLER JUDITH
REGION CODE ADDRESS : 65 ROCKLAND STREET
01 CITY : SOUTH DARTMOUTH
STATE/ZIP : MA 02748
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,177.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,256.52 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 72.85700
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,344,000.00
P & I AMT: 12,075.26
UPB AMT: 1,337,847.87
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 85
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031647290 MORTGAGORS: TEPLINSKY KERRY
TEPLINSKY SANDRA
REGION CODE ADDRESS : 421 SOUTH WISHING WELL LANE
01 CITY : ANAHEIM
STATE/ZIP : CA 92807
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,122.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,452.60 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 84.61538
----------------------------------------------------------------
0 0031647308 MORTGAGORS: SHEFSKY LLOYD
SHEFSKY NATALIE
REGION CODE ADDRESS : 845 CROFTRIDGE LANE
01 CITY : HIGHLAND PARK
STATE/ZIP : IL 60035
MORTGAGE AMOUNT : 700,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 697,839.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 6,390.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 015
LTV : 68.29200
----------------------------------------------------------------
0 0031647779 MORTGAGORS: PATEL MADHUKAR
PATEL NILIMA
REGION CODE ADDRESS : 2661 CONATA STREET
01 CITY : DUARTE
STATE/ZIP : CA 91010
MORTGAGE AMOUNT : 244,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,076.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,244.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 87.14200
----------------------------------------------------------------
0 0031648082 MORTGAGORS: RICE PETER
RICE STELLA
REGION CODE ADDRESS : 245 BRIDGER DRIVE
01 CITY : BIGFORK
STATE/ZIP : MT 59911
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,063.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,717.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 58.82300
----------------------------------------------------------------
0 0031649056 MORTGAGORS: CHUN CHIN
CHUN SEUNG
REGION CODE ADDRESS : 1514 BEACON STREET,UNITS 8 & 9
01 CITY : BROOKLINE
STATE/ZIP : MA 02146
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 315,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,787.47 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 75.90300
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,834,000.00
P & I AMT: 16,592.23
UPB AMT: 1,828,102.20
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 86
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031649320 MORTGAGORS: KEMP BRADLEY
KEMP JULYA
REGION CODE ADDRESS : 733 DORNOCH
01 CITY : ANN ARBOR
STATE/ZIP : MI 48103
MORTGAGE AMOUNT : 375,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 374,575.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,299.50 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 79.98500
----------------------------------------------------------------
0 0031649742 MORTGAGORS: JOHNSON JOEL
JOHNSON CONSTANCE
REGION CODE ADDRESS : 4009 FALL RIDGE
01 CITY : COLUMBIA
STATE/ZIP : MO 65203
MORTGAGE AMOUNT : 277,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 276,704.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,456.51 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031650203 MORTGAGORS: ALCES PETER
REGION CODE ADDRESS : 113 WALNUT HILLS DRIVE
01 CITY : WILLIAMSBURG
STATE/ZIP : VA 23185
MORTGAGE AMOUNT : 242,240.00 OPTION TO CONVERT :
UNPAID BALANCE : 240,723.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,194.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031650229 MORTGAGORS: KELLER EDWARD
REGION CODE ADDRESS : 29 BEACON STREET
01 CITY : MARBLEHEAD
STATE/ZIP : MA 01945
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,073.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,738.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 27.10000
----------------------------------------------------------------
0 0031650393 MORTGAGORS: BURCHFIELD J.
BURCHFIELD BILLIE
REGION CODE ADDRESS : 1408 MAY DRIVE
01 CITY : CLARKSDALE
STATE/ZIP : MS 38614
MORTGAGE AMOUNT : 76,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 76,021.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 692.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 250
LTV : 75.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,272,140.00
P & I AMT: 11,381.86
UPB AMT: 1,267,098.74
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 87
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031650500 MORTGAGORS: LYTLE ROBERT
LYTLE JUDITH
REGION CODE ADDRESS : 841 COMMONWEALTH AVE
01 CITY : NEWTON
STATE/ZIP : MA 02159
MORTGAGE AMOUNT : 302,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 301,047.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,714.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 56.44800
----------------------------------------------------------------
0 0031650690 MORTGAGORS: NGUYEN THU
REGION CODE ADDRESS : 13147 HUTCHINSON WAY
01 CITY : SILVER SPRING
STATE/ZIP : MD 20906
MORTGAGE AMOUNT : 250,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,780.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,215.81 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031651334 MORTGAGORS: D'AMURA JEREMIAH
D'AMURA JOYCE
REGION CODE ADDRESS : 20 KELLOGG STREET
01 CITY : BETHEL
STATE/ZIP : CT 06801
MORTGAGE AMOUNT : 227,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 226,490.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,058.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 72.12600
----------------------------------------------------------------
0 0031651631 MORTGAGORS: SCOBLE HAN
SCOBLE INGRID
REGION CODE ADDRESS : 919 EVENSTAR AVENUE
01 CITY : WESTLAKE VILLAGE AREA
STATE/ZIP : CA 91361
MORTGAGE AMOUNT : 327,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 324,952.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,962.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 78.79518
----------------------------------------------------------------
0 0031652209 MORTGAGORS: MC CRACKEN KURT
WULF JULIE
REGION CODE ADDRESS : 2021 DELANCEY STREET
01 CITY : PHILADELPHIA
STATE/ZIP : PA 19103
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 650,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,887.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 59.09000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,756,600.00
P & I AMT: 15,838.30
UPB AMT: 1,751,271.91
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 88
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031652787 MORTGAGORS: LANDREVILLE ALDEN
REGION CODE ADDRESS : 1010 SIBLEY MEMORIAL HWY
01 CITY : MENDOTA HEIGHTS
STATE/ZIP : MN 55118
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 645,055.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 6,025.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 53.49700
----------------------------------------------------------------
0 0031653843 MORTGAGORS: CAO SEAN
CAO TRACY
REGION CODE ADDRESS : 9 DAMARA
01 CITY : IRVINE
STATE/ZIP : CA 92614
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,204.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,738.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 92.30700
----------------------------------------------------------------
0 0031654031 MORTGAGORS: NEUFELD ELLIS
BISCHOFF JOYCE
REGION CODE ADDRESS : 59 SHADY HILL ROAD,
01 CITY : WESTON,
STATE/ZIP : MA 02193
MORTGAGE AMOUNT : 426,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 425,496.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,926.23 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031654213 MORTGAGORS: PAO FRANK
PAO ELEANOR
REGION CODE ADDRESS : 10 ROWES WHARF, PENTHOUSE I
01 CITY : BOSTON
STATE/ZIP : MA 02110
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 398,765.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,651.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 33.33300
----------------------------------------------------------------
0 0031654791 MORTGAGORS: NGUYEN KHANH
NGUYEN HANH
REGION CODE ADDRESS : 540 DUNDEE AVENUE
01 CITY : MILPITAS
STATE/ZIP : CA 95035
MORTGAGE AMOUNT : 354,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 352,930.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,281.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 74.05800
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,130,800.00
P & I AMT: 19,623.49
UPB AMT: 2,119,453.11
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 89
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031656473 MORTGAGORS: MCKINSTRY MICHAEL
MCKINSTRY PATRICIA
REGION CODE ADDRESS : 11671 GILMAN LN
01 CITY : HERNDON
STATE/ZIP : VA 20170
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 236,944.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,157.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 69.56500
----------------------------------------------------------------
0 0031658198 MORTGAGORS: CHRISTENSEN STEPHEN
CHRISTENSEN PHYLLIS
REGION CODE ADDRESS : 10254 WHITETAIL DRIVE
01 CITY : OAKDALE
STATE/ZIP : CA 95361
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,379.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,301.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031658255 MORTGAGORS: YOUEL JEFFREY
MANNING MEREDITH
REGION CODE ADDRESS : 4885 ALGONQUIN COURT
01 CITY : SAN DIEGO
STATE/ZIP : CA 92130
MORTGAGE AMOUNT : 345,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 343,920.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,173.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 69.00000
----------------------------------------------------------------
0 0031659154 MORTGAGORS: KURIAN THAMPY
KURIAN MOLLY
REGION CODE ADDRESS : LOT 28, 3 DELANEY ROAD
01 CITY : STOW
STATE/ZIP : MA 01775
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 496,869.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,529.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 33.33300
----------------------------------------------------------------
0 0031659188 MORTGAGORS: WILCHINS STEPHEN
WILCHINS SUSAN
REGION CODE ADDRESS : UNITS 2 AND 3 229 BEACON STREET
01 CITY : BOSTON
STATE/ZIP : MA 02116
MORTGAGE AMOUNT : 312,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 312,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,826.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 29.02300
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,653,000.00
P & I AMT: 14,987.29
UPB AMT: 1,644,114.63
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 90
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031659949 MORTGAGORS: ZELKO GERTRUDE
REGION CODE ADDRESS : 236 OPIHIKAO WAY #792
01 CITY : HONOLULU
STATE/ZIP : HI 96825
MORTGAGE AMOUNT : 100,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 99,681.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 891.85 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 55.55500
----------------------------------------------------------------
0 0031660202 MORTGAGORS: KIM KYUNG
REGION CODE ADDRESS : 2117 CHERRY LEAF LANE
01 CITY : SILVER SPRING
STATE/ZIP : MD 20906
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 268,309.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,445.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031661309 MORTGAGORS: HOLMES ROBERT
HOLMES BARBARA
REGION CODE ADDRESS : 166 MORNING SUN AVENUE
01 CITY : MILL VALLEY
STATE/ZIP : CA 94941
MORTGAGE AMOUNT : 190,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 189,426.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,761.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 33.62800
----------------------------------------------------------------
0 0031661820 MORTGAGORS: KUHNS DON
KUHNS JEAN
REGION CODE ADDRESS : 6816 COFFEE ROAD
01 CITY : BAKERSFIELD
STATE/ZIP : CA 93312
MORTGAGE AMOUNT : 245,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,499.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,253.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 77.77700
----------------------------------------------------------------
0 0031661838 MORTGAGORS: CHESHIRE MICHAEL
CHESHIRE MARTHA
REGION CODE ADDRESS : 164 MAIN STREET
01 CITY : FARMINGTON
STATE/ZIP : CT 06032
MORTGAGE AMOUNT : 370,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 370,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,299.87 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 57.36400
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,175,000.00
P & I AMT: 10,652.61
UPB AMT: 1,170,916.22
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 91
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031662026 MORTGAGORS: ATKINSON ELIZABETH
REGION CODE ADDRESS : 3661 SANDFIDDLER ROAD
01 CITY : VIRGINIA BEACH
STATE/ZIP : VA 23456
MORTGAGE AMOUNT : 114,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 113,947.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,054.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 84.98800
----------------------------------------------------------------
0 0031662125 MORTGAGORS: FRIDDELL GUY
FRIDDELL JANE
REGION CODE ADDRESS : 333 FAIRFAX AVENUE
01 CITY : NORFOLK
STATE/ZIP : VA 23507
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 348,895.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,145.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 71.42800
----------------------------------------------------------------
0 0031663065 MORTGAGORS: WORLEY JAMES
REGION CODE ADDRESS : 2070 OXFORD CIRCLE
01 CITY : HINCKLEY
STATE/ZIP : OH 44233
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,094.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,626.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 250
LTV : 44.61500
----------------------------------------------------------------
0 0031663099 MORTGAGORS: ASCANI BEATRIZ
REGION CODE ADDRESS : 4940 CALVIN AVENUE
01 CITY : TARZANA AREA
STATE/ZIP : CA 91356
MORTGAGE AMOUNT : 262,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,323.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,336.66 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 54.02000
----------------------------------------------------------------
0 0031663669 MORTGAGORS: TOLLISON JOHN
TOLLISON KIMBERLY
REGION CODE ADDRESS : 23720 ADAMSBORO DRIVE
01 CITY : NEWHALL
STATE/ZIP : CA 91321
MORTGAGE AMOUNT : 348,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 346,600.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,176.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.09000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,364,650.00
P & I AMT: 12,340.92
UPB AMT: 1,358,862.98
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 92
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031664048 MORTGAGORS: SCHNEIDER EDWARD
SCHNEIDER LEAH
REGION CODE ADDRESS : 1946 N. SERRANO AVENUE
01 CITY : LOS ANGELES,
STATE/ZIP : CA 90027
MORTGAGE AMOUNT : 390,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 387,635.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,478.23 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 55.71400
----------------------------------------------------------------
0 0031664840 MORTGAGORS: KOTHARI LALIT
KOTHARI KAVITA
REGION CODE ADDRESS : 2 COBBLESTONE COURT
01 CITY : HOLMDEL
STATE/ZIP : NJ 07733
MORTGAGE AMOUNT : 377,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 377,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,388.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 68.54500
----------------------------------------------------------------
0 0031665326 MORTGAGORS: HOFF THOMAS
HOFF LORI
REGION CODE ADDRESS : 744 NORTH WOOD STREET
01 CITY : FREMONT
STATE/ZIP : OH 43420
MORTGAGE AMOUNT : 24,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 24,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 236.34 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 8.50000 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------
0 0031665680 MORTGAGORS: MAZZUCA ROCCO
MAZZUCA ALBA
REGION CODE ADDRESS : 16 BARNSTABLE ROAD
01 CITY : BERKELEY HEIGHTS
STATE/ZIP : NJ 07922
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 398,738.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,595.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 65.04000
----------------------------------------------------------------
0 0031665797 MORTGAGORS: PIERI JULES
PIERI DESMOND
REGION CODE ADDRESS : 3 DANE ROAD
01 CITY : LEXINGTON
STATE/ZIP : MA 02421
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 323,963.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,898.53 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 54.16600
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,516,000.00
P & I AMT: 13,597.01
UPB AMT: 1,511,337.35
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 93
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031666571 MORTGAGORS: DAVENPORT BRADFUTE
DAVENPORT SUZANNE
REGION CODE ADDRESS : 4 KINGSWAY COURT
01 CITY : RICHMOND
STATE/ZIP : VA 23226
MORTGAGE AMOUNT : 307,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 306,031.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,759.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 53.39100
----------------------------------------------------------------
0 0031667330 MORTGAGORS: MICHALSKI MICHAEL
REGION CODE ADDRESS : 37 BAY WAY
01 CITY : SAN RAFAEL
STATE/ZIP : CA 94901
MORTGAGE AMOUNT : 625,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 621,044.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,617.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 70.62100
----------------------------------------------------------------
0 0031667421 MORTGAGORS: HARRISON DURWARD
HARRISON ANN
REGION CODE ADDRESS : 1401 MIDDLE GULF DRIVE #17-201
01 CITY : SANIBEL
STATE/ZIP : FL 33957
MORTGAGE AMOUNT : 304,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 303,051.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,753.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031668932 MORTGAGORS: BUCHHOLZ DAVID
ALSTEAD MARK
REGION CODE ADDRESS : 1100 EAST HARRISON STREET #402
01 CITY : SEATTLE
STATE/ZIP : WA 98102
MORTGAGE AMOUNT : 282,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 281,528.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,577.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.30600
----------------------------------------------------------------
0 0031671480 MORTGAGORS: WRIGHT GEORGE
WRIGHT CELESTE
REGION CODE ADDRESS : 53 BROAD STREET
01 CITY : MARLBOROUGH
STATE/ZIP : MA 01752
MORTGAGE AMOUNT : 128,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 128,128.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,228.02 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 8.00000 PRODUCT CODE : 250
LTV : 74.70900
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,646,900.00
P & I AMT: 14,936.75
UPB AMT: 1,639,784.40
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 94
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031673916 MORTGAGORS: VENDEL ZOLTAN
VENDEL AGNES
REGION CODE ADDRESS : 23 MUIRFIELD DRIVE
01 CITY : BLUFFTON
STATE/ZIP : SC 29910
MORTGAGE AMOUNT : 237,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,107.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,154.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 94.01100
----------------------------------------------------------------
0 0031674245 MORTGAGORS: DURDA STANLEY
DURDA RENEE
REGION CODE ADDRESS : 12208 GRANDVIEW TERRACE
01 CITY : APPLE VALLEY
STATE/ZIP : MN 55124
MORTGAGE AMOUNT : 346,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 344,896.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,085.82 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 54.06200
----------------------------------------------------------------
0 0031675184 MORTGAGORS: ROTH SONJA
REGION CODE ADDRESS : 41403 TIMBER CREEK TERRACE
01 CITY : FREMONT
STATE/ZIP : CA 94539
MORTGAGE AMOUNT : 195,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 194,222.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,716.48 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 73.77300
----------------------------------------------------------------
0 0031675473 MORTGAGORS: RUFF BRIAN
RUFF RAEANN
REGION CODE ADDRESS : 3268 CHERRYVILLE ROAD
01 CITY : NORTHAMPTON, ALLEN TOWNSH
STATE/ZIP : PA 10867
MORTGAGE AMOUNT : 111,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 110,289.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 989.96 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.68400
----------------------------------------------------------------
0 0031676430 MORTGAGORS: BARKER DOUGLAS
KILPATRICK SAMUEL
REGION CODE ADDRESS : 1901 QUINCY STREET, NW
01 CITY : WASHINGTON
STATE/ZIP : DC 20011
MORTGAGE AMOUNT : 308,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 307,804.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,732.60 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 77.20000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,199,150.00
P & I AMT: 10,679.38
UPB AMT: 1,194,320.68
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 95
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031676711 MORTGAGORS: SIDERMAN JOSE
SIDERMAN LEA
REGION CODE ADDRESS : 101 CALIFORNIA AVE #504
01 CITY : SANTA MONICA
STATE/ZIP : CA 90403
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,032.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,654.73 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 73.17000
----------------------------------------------------------------
0 0031678196 MORTGAGORS: ACHMAD MUCHLIS
ACHMAD SYLVANA
REGION CODE ADDRESS : 27565 ARTINE DRIVE
01 CITY : SANTA CLARITA
STATE/ZIP : CA 91350
MORTGAGE AMOUNT : 188,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 186,835.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,716.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 78.33300
----------------------------------------------------------------
0 0031678535 MORTGAGORS: SNYDER JOSEPH
SNYDER ROSEMARY
REGION CODE ADDRESS : 500 WEST 81ST STREET
01 CITY : BURR RIDGE
STATE/ZIP : IL 60521
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,043.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,675.57 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 46.15300
----------------------------------------------------------------
0 0031679418 MORTGAGORS: JACOBSON MORRIS
REYES BRENDA
REGION CODE ADDRESS : 42 WILDER STREET
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94131
MORTGAGE AMOUNT : 448,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 445,164.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,026.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031679665 MORTGAGORS: MCCARTHY ARTHUR
REGION CODE ADDRESS : 19 HOWE STREET
01 CITY : MEDWAY
STATE/ZIP : MA 02053
MORTGAGE AMOUNT : 277,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 276,154.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,548.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 62.95400
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,513,000.00
P & I AMT: 13,621.42
UPB AMT: 1,506,230.87
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 96
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031679764 MORTGAGORS: MCCARTHY ARTHUR
REGION CODE ADDRESS : 55 CRYSTAL LAKE ROAD
01 CITY : OSTERVILLE
STATE/ZIP : MA 02655
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,228.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,282.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 57.47100
----------------------------------------------------------------
0 0031679822 MORTGAGORS: SNYDER KEVIN
SNYDER BONNIE
REGION CODE ADDRESS : 25 WOODSNECK ROAD
01 CITY : EAST ORLEANS
STATE/ZIP : MA 02653
MORTGAGE AMOUNT : 385,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 383,758.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,406.90 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 49.04400
----------------------------------------------------------------
0 0031680002 MORTGAGORS: ARGUN FRANK
THACKER MARCIA
REGION CODE ADDRESS : 12434 DARYL AVENUE
01 CITY : GRANADA HILLS AREA
STATE/ZIP : CA 91344
MORTGAGE AMOUNT : 332,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 329,876.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,960.96 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 69.16666
----------------------------------------------------------------
0 0031681448 MORTGAGORS: TROUTT BOBBY
TROUTT LETA
REGION CODE ADDRESS : 7761 JUSTIN ROAD
01 CITY : DOUBLE OAK
STATE/ZIP : TX 75067
MORTGAGE AMOUNT : 285,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 285,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,567.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 71.40000
----------------------------------------------------------------
0 0031682008 MORTGAGORS: MCLEMORE JERRY
MCLEMORE SHIRLEY
REGION CODE ADDRESS : 2814 LIVE OAK DRIVE
01 CITY : GRAPEVINE
STATE/ZIP : TX 76051
MORTGAGE AMOUNT : 98,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 98,036.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 877.14 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 61.46800
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,350,950.00
P & I AMT: 12,094.22
UPB AMT: 1,346,499.49
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 97
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031682586 MORTGAGORS: FLEMING RONALD
FLEMING PEGGY
REGION CODE ADDRESS : 2034 KINSMON DRIVE
01 CITY : MARIETTA
STATE/ZIP : GA 30062
MORTGAGE AMOUNT : 285,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,648.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,468.30 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031683378 MORTGAGORS: JOU SEN
REGION CODE ADDRESS : 6144 EAST HORSESHOE ROAD
01 CITY : PARADISE VALLEY
STATE/ZIP : AZ 85253
MORTGAGE AMOUNT : 545,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 541,551.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,898.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 64.49700
----------------------------------------------------------------
0 0031683691 MORTGAGORS: JACOBS PHILIP
JACOBS MARGO
REGION CODE ADDRESS : 418 DOWNING DRIVE
01 CITY : COPPELL
STATE/ZIP : TX 75019
MORTGAGE AMOUNT : 292,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,873.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,671.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 76.00000
----------------------------------------------------------------
0 0031683741 MORTGAGORS: KEERIKATTE VIJAYA
REGION CODE ADDRESS : 11124 BROAD GREEN DRIVE
01 CITY : POTOMAC
STATE/ZIP : MD 20854
MORTGAGE AMOUNT : 347,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 343,809.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,096.07 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.80400
----------------------------------------------------------------
0 0031683873 MORTGAGORS: JUNG EUN-SUNG
SIN YOUNG
REGION CODE ADDRESS : 1208 SUMMERSWORTH PLACE
01 CITY : FULLERTON
STATE/ZIP : CA 92833
MORTGAGE AMOUNT : 248,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,464.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,263.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,718,350.00
P & I AMT: 15,397.93
UPB AMT: 1,706,347.47
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 98
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031684368 MORTGAGORS: GRI NORMAN
GRI JOYCE
REGION CODE ADDRESS : 1227 HEATHCOT
01 CITY : EL DORADO HILLS
STATE/ZIP : CA 95762
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 268,291.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,426.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 67.50000
----------------------------------------------------------------
0 0031685506 MORTGAGORS: MC KAY JACK
REGION CODE ADDRESS : 6 POOR RICHARDS WAY
01 CITY : NANTUCKET
STATE/ZIP : MA 02554
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 315,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,831.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 50.00000
----------------------------------------------------------------
0 0031686207 MORTGAGORS: LONG VINCENT
LONG LOUISE
REGION CODE ADDRESS : 59 TUXFORD TERRACE
01 CITY : BERNARDS TOWNSHIP
STATE/ZIP : NJ 07920
MORTGAGE AMOUNT : 384,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 384,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,478.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031686330 MORTGAGORS: REISIN JORGE
REISIN PATRICIA
REGION CODE ADDRESS : 6115 BRADLEY BOULEVARD
01 CITY : BETHESDA
STATE/ZIP : MD 20817
MORTGAGE AMOUNT : 490,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 485,483.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,507.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 61.25000
----------------------------------------------------------------
0 0031686363 MORTGAGORS: BERMUDEZ ROBERTO
BERMUDEZ ROWENA
REGION CODE ADDRESS : 4415 WESTERDALE
01 CITY : FULSHEAR
STATE/ZIP : TX 77441
MORTGAGE AMOUNT : 286,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,445.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,552.49 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.31500
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,745,200.00
P & I AMT: 15,796.66
UPB AMT: 1,736,221.10
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 99
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031686389 MORTGAGORS: RAFFALOVICH VICTOR
RAFFALOVICH REBECCA
REGION CODE ADDRESS : 1424 STEPSTONE WAY
01 CITY : LAWRENCEVILLE
STATE/ZIP : GA 30043
MORTGAGE AMOUNT : 247,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,668.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,205.11 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.50100
----------------------------------------------------------------
0 0031686397 MORTGAGORS: MCINTIRE LARRY
ESKIN SUZANNE
REGION CODE ADDRESS : 2639 BARBARA LANE
01 CITY : HOUSTON
STATE/ZIP : TX 77005
MORTGAGE AMOUNT : 495,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 490,236.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,414.68 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 70.71400
----------------------------------------------------------------
0 0031686413 MORTGAGORS: FLEETER THOMAS
FLEETER JOANNE
REGION CODE ADDRESS : 11575 LAKE NEWPORT ROAD
01 CITY : RESTON
STATE/ZIP : VA 20194
MORTGAGE AMOUNT : 380,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 377,672.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,495.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 59.37500
----------------------------------------------------------------
0 0031686587 MORTGAGORS: SCHLOUCH BARRY
SCHLOUCH DEBORAH
REGION CODE ADDRESS : 35 TIMBERLINE DRIVE
01 CITY : WYOMISSING
STATE/ZIP : PA 19610
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,919.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,660.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 59.78900
----------------------------------------------------------------
0 0031686611 MORTGAGORS: THOMPSON NORMAN
THOMPSON KAREN
REGION CODE ADDRESS : 7 SALEM AVENUE
01 CITY : SPRING LAKE
STATE/ZIP : NJ 07762
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 347,622.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,244.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 76.08600
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,768,250.00
P & I AMT: 16,020.57
UPB AMT: 1,739,119.51
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 100
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031688013 MORTGAGORS: TANTRAPHOL EDWARD
TANTRAPHOL CYNTHIA
REGION CODE ADDRESS : 432 JADE TREE DRIVE
01 CITY : MONTEREY PARK
STATE/ZIP : CA 91754
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,208.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,497.20 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 74.66600
----------------------------------------------------------------
0 0031688195 MORTGAGORS: LITOV MENACHEM
LITOV ZIPORA
REGION CODE ADDRESS : 12501 COLLINS STREET
01 CITY : NORTH HOLLYWOOD
STATE/ZIP : CA 91607
MORTGAGE AMOUNT : 227,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 224,900.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,042.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 92.73400
----------------------------------------------------------------
0 0031688203 MORTGAGORS: MILLER WILLIAM
MILLER PAMELA
REGION CODE ADDRESS : 1200 PLAIN CITY-GEORGESVILLE ROAD
01 CITY : GALLOWAY
STATE/ZIP : OH 43119
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 396,273.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,651.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 57.63600
----------------------------------------------------------------
0 0031689649 MORTGAGORS: BERHAN MUSSIE
BERHAN KIRSTEN
REGION CODE ADDRESS : 170 VIA DEL MAR
01 CITY : APTOS
STATE/ZIP : CA 95003
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,142.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,738.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 68.18100
----------------------------------------------------------------
0 0031690316 MORTGAGORS: CATHERALL THOMAS
REGION CODE ADDRESS : 4514 STELLA DRIVE
01 CITY : ATLANTA
STATE/ZIP : GA 30327
MORTGAGE AMOUNT : 291,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,615.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,579.51 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 77.73300
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,498,700.00
P & I AMT: 13,508.89
UPB AMT: 1,487,139.74
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 101
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031690357 MORTGAGORS: HEYMAN STEVEN
HEYMAN CLAUDIA
REGION CODE ADDRESS : 631 ASPEN LANE
01 CITY : ORANGE
STATE/ZIP : CT 06477
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,144.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,586.38 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 76.31500
----------------------------------------------------------------
0 0031690373 MORTGAGORS: BEATTY RICHARD
BEATTY BARBARA
REGION CODE ADDRESS : 7001 GLENBROOK ROAD
01 CITY : BETHESDA
STATE/ZIP : MD 20814
MORTGAGE AMOUNT : 565,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 561,206.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,960.66 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 59.47300
----------------------------------------------------------------
0 0031690415 MORTGAGORS: BOWLES DARRYL
BOWLES DONNA
REGION CODE ADDRESS : 15029 WAYMONT LANE
01 CITY : CHARLOTTE
STATE/ZIP : NC 28278
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,080.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,675.56 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 53.19100
----------------------------------------------------------------
0 0031691223 MORTGAGORS: HOLMES JAMES
HOLMES JERI
REGION CODE ADDRESS : 3207 DIAMONDVIEW STREET
01 CITY : CORONA
STATE/ZIP : CA 91720
MORTGAGE AMOUNT : 244,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,246.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,227.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031691405 MORTGAGORS: PARKER WALTER
VALENCIA SHEILA
REGION CODE ADDRESS : 4541 THACKERAY PLACE N.E.
01 CITY : SEATTLE
STATE/ZIP : WA 98105
MORTGAGE AMOUNT : 358,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 356,107.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,196.41 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,757,400.00
P & I AMT: 15,646.40
UPB AMT: 1,746,786.33
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 102
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031692114 MORTGAGORS: LANGDON KRISTINE
REGION CODE ADDRESS : 225 COMMON STREET
01 CITY : DEDHAM
STATE/ZIP : MA 02026
MORTGAGE AMOUNT : 288,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,829.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,575.23 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031692254 MORTGAGORS: MOFFETT DONALD
MOFFETT MELANIE
REGION CODE ADDRESS : 1970 SCOTT ST #2
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94115
MORTGAGE AMOUNT : 336,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 334,974.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,090.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031693039 MORTGAGORS: CHANG SOO
CHANG JOHN
REGION CODE ADDRESS : 155 NORTH HARBOR DRIVE UNIT 1412
01 CITY : CHICAGO
STATE/ZIP : IL 60611
MORTGAGE AMOUNT : 251,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,832.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,240.79 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031693591 MORTGAGORS: ELLSWORTH WILLIAM
ELLSWORTH SANDRA
REGION CODE ADDRESS : 54 SAMUEL WOODWORTH DRIVE
01 CITY : NORWELL
STATE/ZIP : MA 02061
MORTGAGE AMOUNT : 247,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,254.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,289.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 72.64700
----------------------------------------------------------------
0 0031694417 MORTGAGORS: DUMENIGO RODOLFO
REGION CODE ADDRESS : 4110 UNIVERSITY DRIVE
01 CITY : CORAL GABLES
STATE/ZIP : FL 33146
MORTGAGE AMOUNT : 345,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 343,899.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,076.90 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 51.11100
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,468,000.00
P & I AMT: 13,273.59
UPB AMT: 1,461,789.00
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 103
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031694482 MORTGAGORS: BUCHANAN ROBERT
BUCHANAN ELIZABETH
REGION CODE ADDRESS : 8200 HARPS MILL RD
01 CITY : RALEIGH
STATE/ZIP : NC 27615
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 396,191.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,595.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 68.02721
----------------------------------------------------------------
0 0031694490 MORTGAGORS: AITKENS ARTHUR
REGION CODE ADDRESS : 10 BANKSVILLE ROAD
01 CITY : ARMONK
STATE/ZIP : NY 10504
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 322,987.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,966.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 27.08333
----------------------------------------------------------------
0 0031694516 MORTGAGORS: THOMAS ROSS
MARTINEZ MILA
REGION CODE ADDRESS : 30543 DEL VALLE PLACE
01 CITY : UNION CITY
STATE/ZIP : CA 94587
MORTGAGE AMOUNT : 271,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 268,800.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,454.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 77.09815
----------------------------------------------------------------
0 0031694524 MORTGAGORS: TYCHOLIS DONALD
TYCHOLIS DIANNA
REGION CODE ADDRESS : 17333 FLAME TREE STREET
01 CITY : FOUNTAIN VALLEY
STATE/ZIP : CA 92708
MORTGAGE AMOUNT : 388,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 386,061.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,519.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 86.33333
----------------------------------------------------------------
0 0031695117 MORTGAGORS: LINK ROBERT
LINK SHARON
REGION CODE ADDRESS : 56 GATEWOOD DRIVE
01 CITY : MARIETTA
STATE/ZIP : GA 30068
MORTGAGE AMOUNT : 294,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,600.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,605.18 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,678,900.00
P & I AMT: 15,141.28
UPB AMT: 1,663,641.25
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 104
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031695125 MORTGAGORS: SIZEMORE C
SIZEMORE CHARLENE
REGION CODE ADDRESS : 3003 BRANSFORD ROAD
01 CITY : AUGUSTA
STATE/ZIP : GA 30909
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 314,995.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,809.58 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 74.41800
----------------------------------------------------------------
0 0031695141 MORTGAGORS: DIAZ ALFONSO
DIAZ NEREIDA
REGION CODE ADDRESS : 6 ANGEO ROAD
01 CITY : ROME
STATE/ZIP : GA 30165
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 285,228.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,568.54 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031695174 MORTGAGORS: DUNN JOE
DUNN REBECCA
REGION CODE ADDRESS : 2152 RESERVATION ROAD
01 CITY : GULF BREEZE
STATE/ZIP : FL 32561
MORTGAGE AMOUNT : 363,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 357,389.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,339.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 76.42100
----------------------------------------------------------------
0 0031695190 MORTGAGORS: FUQUA WILLIAM
FUQUA NANCY
REGION CODE ADDRESS : 512 WHITFIELD AVENUE
01 CITY : SAVANNAH
STATE/ZIP : GA 31406
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 445,622.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,982.09 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 50.00000
----------------------------------------------------------------
0 0031695216 MORTGAGORS: JACKSON H
JACKSON JANE
REGION CODE ADDRESS : 1212 NORTON COURT
01 CITY : BRENTWOOD
STATE/ZIP : TN 37027
MORTGAGE AMOUNT : 375,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 372,183.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,351.59 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 70.90500
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,796,800.00
P & I AMT: 16,051.12
UPB AMT: 1,775,420.05
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 105
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031695240 MORTGAGORS: TIMMES EDWARD
REGION CODE ADDRESS : 4431 LITTLE WATER ST
01 CITY : ORLANDO
STATE/ZIP : FL 32817
MORTGAGE AMOUNT : 238,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 235,957.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,124.84 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 83.59600
----------------------------------------------------------------
0 0031695257 MORTGAGORS: SERRA JOSE
REGION CODE ADDRESS : 4732 S.W. BRANCH TERRACE
01 CITY : PALM CITY
STATE/ZIP : FL 34990
MORTGAGE AMOUNT : 424,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 419,919.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,781.46 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031695281 MORTGAGORS: MAMRACK WILLIAM
REGION CODE ADDRESS : 1800 BRANDON HALL DRIVE
01 CITY : ATLANTA
STATE/ZIP : GA 30350
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 445,622.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,982.09 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 56.25000
----------------------------------------------------------------
0 0031695356 MORTGAGORS: BURGESS JEFFREY
BURGESS SHARI
REGION CODE ADDRESS : 3620 RANLO DRIVE
01 CITY : RALEIGH
STATE/ZIP : NC 27612
MORTGAGE AMOUNT : 295,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,099.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,590.08 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 64.41000
----------------------------------------------------------------
0 0031695471 MORTGAGORS: HARRIS DIANA
HARRIS JOSEPH
REGION CODE ADDRESS : 12029 HURRICANE ROAD
01 CITY : CREEDMORE
STATE/ZIP : NC 27522
MORTGAGE AMOUNT : 331,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 328,473.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,935.24 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 76.16500
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,738,950.00
P & I AMT: 15,413.71
UPB AMT: 1,722,073.49
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 106
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031695539 MORTGAGORS: BARDEN ROBERT
SACKS DISA
REGION CODE ADDRESS : 4737 S TROPICAL TRAIL
01 CITY : MERRITT ISLAND
STATE/ZIP : FL 32952
MORTGAGE AMOUNT : 487,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 482,413.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,411.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 69.57100
----------------------------------------------------------------
0 0031695588 MORTGAGORS: GLAESER PHILIP
GLAESER COLETTE
REGION CODE ADDRESS : 5054 GULLANE
01 CITY : ANN ARBOR
STATE/ZIP : MI 48103
MORTGAGE AMOUNT : 283,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,404.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,544.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.99400
----------------------------------------------------------------
0 0031695653 MORTGAGORS: LICHTNER JOHN
LICHTNER SHANNON
REGION CODE ADDRESS : 9329 HOMETOWN DRIVE
01 CITY : RALEIGH
STATE/ZIP : NC 27615
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,553.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,345.01 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 58.88800
----------------------------------------------------------------
0 0031695679 MORTGAGORS: LITCHFORD HAL
LITCHFORD JODY
REGION CODE ADDRESS : 1003 RIDGECREST ROAD
01 CITY : ORLANDO
STATE/ZIP : FL 32806
MORTGAGE AMOUNT : 304,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 301,105.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,732.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031695687 MORTGAGORS: CANELLOS PETER
REGION CODE ADDRESS : 785 CRANDON BLVD #1602
01 CITY : KEY BISCAYNE
STATE/ZIP : FL 33149
MORTGAGE AMOUNT : 476,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 471,799.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,514.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,815,100.00
P & I AMT: 16,548.05
UPB AMT: 1,797,277.55
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 107
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031695695 MORTGAGORS: RHATTIGAN JEROME
RHOTTIGAN JANET
REGION CODE ADDRESS : 1612 BRIDGEWATER DRIVE
01 CITY : LAKE MARY
STATE/ZIP : FL 32746
MORTGAGE AMOUNT : 318,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 313,908.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,836.10 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 60.91900
----------------------------------------------------------------
0 0031695752 MORTGAGORS: HABERMAN RALF
KANDULA MONJU
REGION CODE ADDRESS : 11 THORNDALE COURT
01 CITY : NASHVILLE
STATE/ZIP : TN 37215
MORTGAGE AMOUNT : 262,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,592.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,318.47 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031695810 MORTGAGORS: DANIEL DAVID
REGION CODE ADDRESS : 1006 PLEASANCE GROVE
01 CITY : PEACHTREE CITY
STATE/ZIP : GA 30269
MORTGAGE AMOUNT : 239,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 234,311.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,114.93 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 03/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 73.53800
----------------------------------------------------------------
0 0031695828 MORTGAGORS: WILLIFORD JAMES
WILLIFORD LINDA
REGION CODE ADDRESS : 2105 MEADOWLAKE COURT
01 CITY : ARLINGTON
STATE/ZIP : TX 76013
MORTGAGE AMOUNT : 105,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 105,110.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 933.14 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
0 0031695836 MORTGAGORS: DONGHI ALEXIS
REGION CODE ADDRESS : 2197 MOUNT PARAN ROAD
01 CITY : ATLANTA
STATE/ZIP : GA 30327
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 355,318.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,185.67 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 62.60800
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,284,450.00
P & I AMT: 11,388.31
UPB AMT: 1,267,239.81
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 108
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031695893 MORTGAGORS: TOPA GIUSEPPE
KOPPELL CARLA
REGION CODE ADDRESS : 2448 20TH STREET
01 CITY : WASHINGTON
STATE/ZIP : DC 20009
MORTGAGE AMOUNT : 305,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 302,064.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,720.16 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 70.11400
----------------------------------------------------------------
0 0031695927 MORTGAGORS: WOJTCZAK THOMAS
REGION CODE ADDRESS : 3810 DUCK COVE WAY
01 CITY : CUMMING
STATE/ZIP : GA 30041
MORTGAGE AMOUNT : 600,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 594,287.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,392.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 72.28900
----------------------------------------------------------------
0 0031696032 MORTGAGORS: GROOMS SAMUEL
GROOMS JO RETTA
REGION CODE ADDRESS : 1936 HAVENSWOOD PLACE
01 CITY : BLACKLICK
STATE/ZIP : OH 43004
MORTGAGE AMOUNT : 424,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 419,963.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,811.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 58.48200
----------------------------------------------------------------
0 0031696073 MORTGAGORS: SCHWAB FREDERICK
REGION CODE ADDRESS : 8880 HUNTCLIFF TRACE
01 CITY : ATLANTA
STATE/ZIP : GA 30350
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 346,631.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,121.49 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 40.86400
----------------------------------------------------------------
0 0031696081 MORTGAGORS: WILLIAMS THOMAS
WILLIAMS BRENDA
REGION CODE ADDRESS : 1881 ASPEN DRIVE
01 CITY : ATLANTA
STATE/ZIP : GA 30345
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 266,488.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,389.26 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,949,000.00
P & I AMT: 17,434.91
UPB AMT: 1,929,436.71
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 109
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031696099 MORTGAGORS: O'BRIEN FRANK
O'BRIEN GAYLE
REGION CODE ADDRESS : 104 CAMPHOR TREE LANE
01 CITY : ALTAMONTE SPRINGS
STATE/ZIP : FL 32714
MORTGAGE AMOUNT : 478,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 473,546.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,363.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 78.36000
----------------------------------------------------------------
0 0031696115 MORTGAGORS: RAHILL PAUL
RAHILL MARCIA
REGION CODE ADDRESS : 932 VERSAILLES CIRCLE
01 CITY : MAITLAND
STATE/ZIP : FL 32751
MORTGAGE AMOUNT : 547,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 542,287.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,921.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031696123 MORTGAGORS: SWAIN CARL
SWAIN BETTY
REGION CODE ADDRESS : 2826 NORWOOD LANE
01 CITY : VENICE
STATE/ZIP : FL 34292
MORTGAGE AMOUNT : 369,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 365,524.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,342.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 70.28500
----------------------------------------------------------------
0 0031696131 MORTGAGORS: BOWMAN MICHAEL
BOWMAN CAROLYN
REGION CODE ADDRESS : 12421 BUTTERNUT CIRCLE
01 CITY : KNOXVILLE
STATE/ZIP : TN 37922
MORTGAGE AMOUNT : 335,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 332,271.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,992.17 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 72.93400
----------------------------------------------------------------
0 0031696172 MORTGAGORS: BARKER JOHN
BARKER VALERIE
REGION CODE ADDRESS : 5147 N BAY ROAD
01 CITY : MIAMI BEACH
STATE/ZIP : FL 33140
MORTGAGE AMOUNT : 250,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,890.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,234.10 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 57.58600
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,980,500.00
P & I AMT: 17,853.35
UPB AMT: 1,961,521.37
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 110
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031696354 MORTGAGORS: BELSON GERALD
BELSON SHELLY
REGION CODE ADDRESS : 11312 STRUTTMAN TERRACE
01 CITY : ROCKVILLE
STATE/ZIP : MD 20852
MORTGAGE AMOUNT : 368,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 365,770.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,411.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 76.90700
----------------------------------------------------------------
0 0031697014 MORTGAGORS: ARYA NARESH
ARYA RENU
REGION CODE ADDRESS : 57 GOLETA POINT DRIVE
01 CITY : CORONA DEL MAR (AREA)
STATE/ZIP : CA 92625
MORTGAGE AMOUNT : 906,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 906,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 8,334.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 015
LTV : 48.97200
----------------------------------------------------------------
0 0031697261 MORTGAGORS: HOFFMAN CHARLES
HOFFMAN BARBARA
REGION CODE ADDRESS : 1118 OLD COUNTY ROAD
01 CITY : SEVERNA PARK
STATE/ZIP : MD 21146
MORTGAGE AMOUNT : 424,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 422,676.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,840.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031697568 MORTGAGORS: FISHER GREGORY
FISHER TERRY
REGION CODE ADDRESS : 13662 DALL LANE
01 CITY : SANTA ANA
STATE/ZIP : CA 92705
MORTGAGE AMOUNT : 248,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,226.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,246.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031697709 MORTGAGORS: PARK KYOUNG
PARK MIRA
REGION CODE ADDRESS : 23329 ALMAROSA AVENUE
01 CITY : TORRANCE
STATE/ZIP : CA 90505
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 328,958.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,966.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,276,000.00
P & I AMT: 20,799.23
UPB AMT: 2,270,631.92
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 111
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031698640 MORTGAGORS: WINGER STARLYN
REGION CODE ADDRESS : 4441 SOUTH INDEPENDENCE TRAIL
01 CITY : EVERGREEN
STATE/ZIP : CO 80439
MORTGAGE AMOUNT : 134,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 133,260.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,237.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 68.97400
----------------------------------------------------------------
0 0031698665 MORTGAGORS: PETROSIAN VAROSH
LUSPARYAN FLORA
REGION CODE ADDRESS : 1755 ROYAL BOULEVARD
01 CITY : GLENDALE
STATE/ZIP : CA 91201
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 318,171.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,012.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 62.26400
----------------------------------------------------------------
0 0031698681 MORTGAGORS: HOSTETLER MICHAEL
HOSTETLER PAULA
REGION CODE ADDRESS : 8415 TARNWOOD PATH
01 CITY : COLORADO SPRINGS
STATE/ZIP : CO 80919
MORTGAGE AMOUNT : 292,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,862.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,732.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031698731 MORTGAGORS: WONG SHAN
WONG LEE-JUN
REGION CODE ADDRESS : 9408 SPRUCE TREE CIRCLE
01 CITY : BETHESDA
STATE/ZIP : MD 20814
MORTGAGE AMOUNT : 378,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 374,401.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,397.57 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0031698756 MORTGAGORS: SMITH STANLEY
REGION CODE ADDRESS : 5103 BRADLEY BLVD
01 CITY : BETHESDA
STATE/ZIP : MD 20814
MORTGAGE AMOUNT : 423,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 419,171.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,803.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,558,200.00
P & I AMT: 14,183.49
UPB AMT: 1,534,866.84
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 112
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031699440 MORTGAGORS: ROSENTHAL JULIE
ROSENTHAL KURT
REGION CODE ADDRESS : 7728 KNOLLBROOK DRIVE
01 CITY : PLEASANTON
STATE/ZIP : CA 94588
MORTGAGE AMOUNT : 278,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 276,638.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,502.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031699861 MORTGAGORS: GLOVER JAMES
GLOVER CHRISTINE
REGION CODE ADDRESS : 41 WHITFIELD COVE
01 CITY : JACKSON
STATE/ZIP : TN 38305
MORTGAGE AMOUNT : 280,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,804.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,503.44 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 94.99100
----------------------------------------------------------------
0 0031700883 MORTGAGORS: KIM MYUNG
KIM DUKE
REGION CODE ADDRESS : 4511 HILLARD AVENUE
01 CITY : LA CANADA-FLINTRIDGE
STATE/ZIP : CA 91011
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 314,016.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,853.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0031701758 MORTGAGORS: COMPTON WILLIAM
LE MAI
REGION CODE ADDRESS : 15581 WHITEOAK LANE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92647
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,075.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,586.38 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.72500
----------------------------------------------------------------
0 0031702665 MORTGAGORS: NG JOHNNY
TONG PRISCILLA
REGION CODE ADDRESS : 4250 VERDIGRIS CIRCLE
01 CITY : SAN JOSE
STATE/ZIP : CA 95134
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,204.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,738.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 74.44168
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,464,100.00
P & I AMT: 13,184.12
UPB AMT: 1,456,739.88
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 113
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031704026 MORTGAGORS: SNOYMAN MARK
SNOYMAN DEBORAH
REGION CODE ADDRESS : 13711 RUSMORE LANE
01 CITY : SANTA ANA
STATE/ZIP : CA 92705
MORTGAGE AMOUNT : 378,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 372,144.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,504.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 63.00000
----------------------------------------------------------------
0 0031704331 MORTGAGORS: THARP CLIFTON
THARP PAMELA
REGION CODE ADDRESS : 11817 EDDLESTON DRIVE
01 CITY : NORTHRIDGE
STATE/ZIP : CA 91326
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,247.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,536.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031704489 MORTGAGORS: JAEGER WIILIAM
REGION CODE ADDRESS : 747 S GALENA STREET #290
01 CITY : ASPEN
STATE/ZIP : CO 81611
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,183.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,283.15 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031705411 MORTGAGORS: ELLINGER VERNON
ELLINGER DEBORAH
REGION CODE ADDRESS : 49 SAWYER ROAD
01 CITY : WELLESLEY
STATE/ZIP : MA 02481
MORTGAGE AMOUNT : 430,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 430,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,895.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 55.48300
----------------------------------------------------------------
0 0031706674 MORTGAGORS: SOSEBEE RICHARD
REGION CODE ADDRESS : 801 SEA ISLAND RIVER CLUB
01 CITY : SEA ISLAND
STATE/ZIP : GA 31561
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 498,489.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,635.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 58.13953
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,844,000.00
P & I AMT: 16,853.74
UPB AMT: 1,834,065.10
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 114
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031707136 MORTGAGORS: DUCKWORTH LARRY
DUCKWORTH DONNA
REGION CODE ADDRESS : 902 COLUMBIA DRIVE
01 CITY : SOUTHLAKE
STATE/ZIP : TX 76092
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 328,947.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,943.12 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 70.96700
----------------------------------------------------------------
0 0031707409 MORTGAGORS: DAMANSKI DIANE
GAROFALO WILLIAM
REGION CODE ADDRESS : UNIT 3, 1111 BEACON STREET
01 CITY : NEWTON
STATE/ZIP : MA 02461
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 240,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,157.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 42.17900
----------------------------------------------------------------
0 0031707540 MORTGAGORS: ELSTON MARK
ELSTON BEVERLY
REGION CODE ADDRESS : 10395 THOMAS CREEK ROAD
01 CITY : RENO
STATE/ZIP : NV 89511
MORTGAGE AMOUNT : 533,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 529,899.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 6,154.30 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/08
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 66.62500
----------------------------------------------------------------
0 0031708050 MORTGAGORS: CUMMINGS DENIS
CUMMINGS CONSTANCE
REGION CODE ADDRESS : 127 LAGUNA LANE
01 CITY : LOVELADIES
STATE/ZIP : NJ 08008
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,690.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,336.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 76.47000
----------------------------------------------------------------
0 0031708258 MORTGAGORS: PON BENSON
CAO SHAN
REGION CODE ADDRESS : 4219 DIAVILA AVENUE
01 CITY : PLEASANTON
STATE/ZIP : CA 94588
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,259.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,425.85 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,635,000.00
P & I AMT: 16,017.42
UPB AMT: 1,625,796.88
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 115
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031708274 MORTGAGORS: ENGLE JAMES
MUENCHEN REBECCA
REGION CODE ADDRESS : 928 CULLEN COURT
01 CITY : CAMPBELL
STATE/ZIP : CA 95008
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,975.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,572.27 OUTSIDE CONV DATE :
LIFETIME RATE : 6.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.25000 PRODUCT CODE : 002
LTV : 47.24400
----------------------------------------------------------------
0 0031708316 MORTGAGORS: VIRAY JOSE
VIRAY ELSA
REGION CODE ADDRESS : 1704 APEX AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90026
MORTGAGE AMOUNT : 274,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,247.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,443.69 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 78.28500
----------------------------------------------------------------
0 0031708407 MORTGAGORS: AUBUCHON WILLIAM
REGION CODE ADDRESS : 9509 VENTURI DRIVE
01 CITY : NEW PORT RICHEY
STATE/ZIP : FL 34655
MORTGAGE AMOUNT : 329,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 326,198.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,982.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 86.65700
----------------------------------------------------------------
0 0031708480 MORTGAGORS: MARANI ADAM
REGION CODE ADDRESS : 1091 NORTH EAST 27TH TERRACE
01 CITY : POMPANO BEACH
STATE/ZIP : FL 33062
MORTGAGE AMOUNT : 165,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 164,000.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,529.57 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 47.82600
----------------------------------------------------------------
0 0031708506 MORTGAGORS: BHAGAT BHARAT
BHAGAT PRATIBHA
REGION CODE ADDRESS : 22410 ROLLING HILLS LANE
01 CITY : YORBA LINDA
STATE/ZIP : CA 92887
MORTGAGE AMOUNT : 480,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 476,487.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,280.91 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,548,300.00
P & I AMT: 13,809.34
UPB AMT: 1,536,908.72
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 116
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031708860 MORTGAGORS: TROTMAN JIMMY
TROTMAN DIANNE
REGION CODE ADDRESS : 3978 SUNDOWN DRIVE
01 CITY : GAINESVILLE
STATE/ZIP : GA 30506
MORTGAGE AMOUNT : 366,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 364,303.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,423.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 250
LTV : 73.30000
----------------------------------------------------------------
0 0031709777 MORTGAGORS: ROHAN RONALD
ROHAN STEPHANIE
REGION CODE ADDRESS : 10987 SW 59TH CT,
01 CITY : PINECREST,
STATE/ZIP : FL 33156
MORTGAGE AMOUNT : 322,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 320,973.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,871.77 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 33.54100
----------------------------------------------------------------
0 0031710288 MORTGAGORS: ROXAS ARSENIO
ROXAS ESTELA
REGION CODE ADDRESS : 256 WEST 219TH STREET
01 CITY : CARSON
STATE/ZIP : CA 90745
MORTGAGE AMOUNT : 120,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 119,641.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,120.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 250
LTV : 77.41900
----------------------------------------------------------------
0 0031710460 MORTGAGORS: WONG YUK
WONG OPHELIA
REGION CODE ADDRESS : 3071 PAWTUCKET ROAD
01 CITY : NORTHBROOK
STATE/ZIP : IL 60062
MORTGAGE AMOUNT : 254,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 241,890.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,247.67 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 78.15300
----------------------------------------------------------------
0 0031710643 MORTGAGORS: ZAITONA TONY
REGION CODE ADDRESS : 7824 WHELAN DR
01 CITY : SAN DIEGO
STATE/ZIP : CA 92119
MORTGAGE AMOUNT : 120,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 119,820.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,080.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 72.84800
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,182,700.00
P & I AMT: 10,744.39
UPB AMT: 1,166,629.57
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 117
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031713555 MORTGAGORS: TSAI KUANG
SOONG YUAN
REGION CODE ADDRESS : 1261 LA LIMONAR ROAD
01 CITY : SANTA ANA
STATE/ZIP : CA 92705
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,011.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,764.75 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 78.48100
----------------------------------------------------------------
0 0031716228 MORTGAGORS: MATSUOKA REBECCA
REGION CODE ADDRESS : 495 RALSTON LANE
01 CITY : NEWCASTLE
STATE/ZIP : CA 95653
MORTGAGE AMOUNT : 253,875.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,875.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,317.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 53.44700
----------------------------------------------------------------
0 0031716368 MORTGAGORS: PETERSON SCOTT
PETERSON TRACIE
REGION CODE ADDRESS : 1077 EAST 1150 NORTH
01 CITY : OREM
STATE/ZIP : UT 84097
MORTGAGE AMOUNT : 354,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 351,783.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,206.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 68.73700
----------------------------------------------------------------
0 0031716640 MORTGAGORS: KINNU JAMES
KINNU JOYCE
REGION CODE ADDRESS : 18684 SANTA MARIANA STREET
01 CITY : FOUNTAIN VALLEY
STATE/ZIP : CA 92708
MORTGAGE AMOUNT : 375,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 373,495.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,352.49 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.99574
----------------------------------------------------------------
0 0031716962 MORTGAGORS: WONG LINCOLN
WONG JOSEPHINE
REGION CODE ADDRESS : 1836 FUMIA PLACE
01 CITY : SAN JOSE
STATE/ZIP : CA 95131
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,080.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,675.57 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 74.31187
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,593,775.00
P & I AMT: 14,316.99
UPB AMT: 1,586,246.42
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 118
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031719149 MORTGAGORS: YING BENEDICT
YING EMILY
REGION CODE ADDRESS : 2760 LORAIN ROAD
01 CITY : SAN MARINO
STATE/ZIP : CA 91108
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 417,342.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,775.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------
0 0031720196 MORTGAGORS: ROBINSON GREGORY
ROBINSON DEBRA
REGION CODE ADDRESS : 20405 BRIGHTWATER PLACE
01 CITY : STERLING
STATE/ZIP : VA 20165
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 308,978.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,700.43 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 87.32300
----------------------------------------------------------------
0 0031720386 MORTGAGORS: FENTON JOSHUA
FENTON JULIE
REGION CODE ADDRESS : 269 PROSPECT STREET
01 CITY : WOONSOCKET
STATE/ZIP : RI 02895
MORTGAGE AMOUNT : 262,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,146.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,300.35 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 72.77700
----------------------------------------------------------------
0 0031721053 MORTGAGORS: ROSEN CHARLES
ROSEN SHARON
REGION CODE ADDRESS : 3101 TREMONT LANE SW
01 CITY : ROCHESTER
STATE/ZIP : MN 55902
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,080.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,675.57 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 63.15700
----------------------------------------------------------------
0 0031721079 MORTGAGORS: DAVID ALEX
DAVID MARIA
REGION CODE ADDRESS : 142 CALAIS DRIVE
01 CITY : MAUMELLE
STATE/ZIP : AR 72113
MORTGAGE AMOUNT : 248,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,209.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,211.80 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 91.85100
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,540,000.00
P & I AMT: 13,663.23
UPB AMT: 1,532,756.87
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 119
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031721145 MORTGAGORS: HOCHHALTER MARK
HOCHHALTER BONNIE
REGION CODE ADDRESS : 3941 GLEN ABBY CIRCLE
01 CITY : STOCKTON
STATE/ZIP : CA 95219
MORTGAGE AMOUNT : 361,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 358,690.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,219.59 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 68.76100
----------------------------------------------------------------
0 0031721160 MORTGAGORS: BERG GREG
BERG JUDITH
REGION CODE ADDRESS : 1413 BOULDER POINT DR
01 CITY : HUDSON
STATE/ZIP : WI 54016
MORTGAGE AMOUNT : 352,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 348,720.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,213.28 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.63800
----------------------------------------------------------------
0 0031721202 MORTGAGORS: ALLEN ROBERT
ALLEN LAURA
REGION CODE ADDRESS : 294 PRINCETON ROAD
01 CITY : ROCKVILLE CENTRE
STATE/ZIP : NY 11561
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,080.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,675.57 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031721228 MORTGAGORS: SMITH STEVEN
SMITH VICKI
REGION CODE ADDRESS : 8613 ROSEWOOD DRIVE
01 CITY : FORT SMITH
STATE/ZIP : AR 72903
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,101.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,696.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 71.77000
----------------------------------------------------------------
0 0031721335 MORTGAGORS: RAO JITENDAR
VARSHNEY MAMTA
REGION CODE ADDRESS : 12304 COPPERSMITH
01 CITY : ST LOUIS
STATE/ZIP : MO 63131
MORTGAGE AMOUNT : 292,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,774.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,670.12 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,605,500.00
P & I AMT: 14,475.05
UPB AMT: 1,593,368.29
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 120
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031721350 MORTGAGORS: BROCKBANK KELVIN
BROCKBANK MARA
REGION CODE ADDRESS : 21 MONTAGU ST
01 CITY : CHARLESTON
STATE/ZIP : SC 29401
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 327,888.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,943.12 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 56.89600
----------------------------------------------------------------
0 0031721400 MORTGAGORS: WILLIAMS DAVID
WILLIAMS CARY
REGION CODE ADDRESS : 24 WEST IRVING ST
01 CITY : CHEVY CHASE
STATE/ZIP : MD 20815
MORTGAGE AMOUNT : 426,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 422,073.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,918.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 65.03800
----------------------------------------------------------------
0 0031721459 MORTGAGORS: ROBINSON LLOYD
ROBINSON MARILYN
REGION CODE ADDRESS : 1520 CENTRAL AVENUE
01 CITY : MEMPHIS
STATE/ZIP : TN 38104
MORTGAGE AMOUNT : 532,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 527,043.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,856.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 70.93300
----------------------------------------------------------------
0 0031721517 MORTGAGORS: CAMPANA ROBERT
CAMPANA LYNNA
REGION CODE ADDRESS : 8513 DUSTY LANE
01 CITY : MODESTO
STATE/ZIP : CA 95357
MORTGAGE AMOUNT : 352,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,286.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,267.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 56.85400
----------------------------------------------------------------
0 0031721566 MORTGAGORS: WILLIAMSON EVAN
WILLIAMSON MARILYN
REGION CODE ADDRESS : 14612 NORTH SOMERSET CIRCLE
01 CITY : GREEN OAKS
STATE/ZIP : IL 60048
MORTGAGE AMOUNT : 365,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 362,715.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,306.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 58.87000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,005,500.00
P & I AMT: 18,292.43
UPB AMT: 1,989,007.37
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 121
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031721731 MORTGAGORS: STAKELBECK WILLIAM
STAKELBECK ZENDA
REGION CODE ADDRESS : 490 BROOKS LANE
01 CITY : SIMPSONVILLE
STATE/ZIP : KY 40067
MORTGAGE AMOUNT : 403,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 400,504.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,678.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 67.73100
----------------------------------------------------------------
0 0031721780 MORTGAGORS: CLIFFORD KENT
CLIFFORD SANDRA
REGION CODE ADDRESS : 3800 GINGER CREEK STREET
01 CITY : LAS VEGAS
STATE/ZIP : NV 89108
MORTGAGE AMOUNT : 284,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 281,267.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,532.87 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031722119 MORTGAGORS: CAPLAN HOWARD
CEDRONE FRANCINE
REGION CODE ADDRESS : 1450 CONSHOHOCKEN STATE ROAD
01 CITY : WEST CONSHOHOCKEN
STATE/ZIP : PA 19428
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 650,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,933.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 55.31900
----------------------------------------------------------------
0 0031722879 MORTGAGORS: LERIOS CORY
LERIOS MARIA
REGION CODE ADDRESS : 4414 FAIRWAY COURT
01 CITY : WESTLAKE VILLAGE
STATE/ZIP : CA 91362
MORTGAGE AMOUNT : 492,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 492,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,526.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 53.77000
----------------------------------------------------------------
0 0031723547 MORTGAGORS: THOROSSIAN ROSTOM
THOROSSIAN HASMIK
REGION CODE ADDRESS : 1622 CAMULOS AVENUE
01 CITY : GLENDALE
STATE/ZIP : CA 91208
MORTGAGE AMOUNT : 190,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 187,632.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,734.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 250
LTV : 62.29500
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,019,000.00
P & I AMT: 18,405.78
UPB AMT: 2,011,403.99
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 122
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031724222 MORTGAGORS: PATRICK STEPHEN
PATRICK NANCY
REGION CODE ADDRESS : 149 OLD CHURCH ROAD
01 CITY : GREENWICH
STATE/ZIP : CT 06830
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 647,993.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,933.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 32.91100
----------------------------------------------------------------
0 0031725286 MORTGAGORS: CHOUGH ANDREW
CHOUGH URSULA
REGION CODE ADDRESS : 11 GREENSIDE PLACE
01 CITY : HILTON HEAD ISLAND
STATE/ZIP : SC 29926
MORTGAGE AMOUNT : 316,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 312,972.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,818.26 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031725336 MORTGAGORS: MEEKS DARRELL
MEEKS NANCY
REGION CODE ADDRESS : 1503 SOUTH SEA BREEZE TRAIL
01 CITY : VIRGINIA BEACH
STATE/ZIP : VA 23452
MORTGAGE AMOUNT : 381,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 378,666.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,504.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 78.23400
----------------------------------------------------------------
0 0031725369 MORTGAGORS: MCEACHERN JOHN
MCEACHERN DEBORAH
REGION CODE ADDRESS : 1659 CROFT HILL
01 CITY : ROCHESTER
STATE/ZIP : MI 48309
MORTGAGE AMOUNT : 395,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 392,752.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,607.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031725377 MORTGAGORS: WINNEBERGER TED
WINNEBERGER LANA
REGION CODE ADDRESS : 830 SHINN POINT RD
01 CITY : WILMINGTON
STATE/ZIP : NC 28409
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 317,952.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,853.93 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 78.04800
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,062,200.00
P & I AMT: 18,718.34
UPB AMT: 2,050,338.10
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 123
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031725385 MORTGAGORS: SCHIMPKE JOHN
SCHIMPKE PATRICIA
REGION CODE ADDRESS : 3431 OLD BALDWIN
01 CITY : LAKE ANGELUS
STATE/ZIP : MI 48326
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 418,674.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,775.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 42.00000
----------------------------------------------------------------
0 0031725484 MORTGAGORS: AVERY MICHAEL
AVERY KELLEY
REGION CODE ADDRESS : 613 N JUNE STREET
01 CITY : LOS ANGELES
STATE/ZIP : CA 90004
MORTGAGE AMOUNT : 519,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 515,715.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,664.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 77.46200
----------------------------------------------------------------
0 0031725492 MORTGAGORS: SHIH CHUN-CHING
SHIH SU-MIAU
REGION CODE ADDRESS : 1517 VIA FERNANDEZ
01 CITY : PALOS VERDES ESTATES
STATE/ZIP : CA 90274
MORTGAGE AMOUNT : 443,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 440,917.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,866.42 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 57.27000
----------------------------------------------------------------
0 0031725500 MORTGAGORS: MA PEI-CHIANG
SUNG YI-HSIN
REGION CODE ADDRESS : 775 PEEKSKILL DRIVE
01 CITY : SUNNYVALE
STATE/ZIP : CA 94087
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 338,927.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,056.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 56.38400
----------------------------------------------------------------
0 0031725534 MORTGAGORS: LU HSUEH-CHUNG
LU YING-HUI
REGION CODE ADDRESS : 882 GLENVIEW COURT
01 CITY : MILPITAS
STATE/ZIP : CA 95035
MORTGAGE AMOUNT : 327,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 325,968.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,939.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 55.32900
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,049,850.00
P & I AMT: 18,301.61
UPB AMT: 2,040,203.79
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 124
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031725583 MORTGAGORS: LORENZEN MARC
BISHOP ERIC
REGION CODE ADDRESS : 950 PAGE STREET
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94117
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 322,920.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,898.53 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 63.72500
----------------------------------------------------------------
0 0031726011 MORTGAGORS: WEYKER HOWARD
WEYKER JOYCELYN
REGION CODE ADDRESS : 1700 SANDERS ROAD
01 CITY : SEBASTOPOL
STATE/ZIP : CA 95472
MORTGAGE AMOUNT : 268,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,154.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,408.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 59.55500
----------------------------------------------------------------
0 0031726169 MORTGAGORS: SULLIVAN GLENN
SULLIVAN CHRISTINE
REGION CODE ADDRESS : 1019 HARVARD ROAD
01 CITY : SAN MATEO
STATE/ZIP : CA 94402
MORTGAGE AMOUNT : 618,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 612,859.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,561.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031726177 MORTGAGORS: PERKINS KENNETH
PERKINS RUTH ANN
REGION CODE ADDRESS : HWY. 7 BILLBEE HILLS
01 CITY : MOUNTAIN HOME
STATE/ZIP : TX 78058
MORTGAGE AMOUNT : 560,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 551,062.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,033.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031726417 MORTGAGORS: AULD JAMES
AULD MELANIE
REGION CODE ADDRESS : 5039 CALATRANA DRIVE
01 CITY : WOODLAND HILLS
STATE/ZIP : CA 91364
MORTGAGE AMOUNT : 255,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,992.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,299.20 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 71.05500
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,027,550.00
P & I AMT: 18,201.53
UPB AMT: 2,008,990.26
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 125
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031727050 MORTGAGORS: FLICK RANDALL
KREPS-FLICK LOREE
REGION CODE ADDRESS : 1426 19TH AVE SW
01 CITY : ROCHESTER
STATE/ZIP : MN 55902
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 317,952.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,853.94 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031728017 MORTGAGORS: BRYANT WILLIAM
BRYANT KIMBERLY
REGION CODE ADDRESS : 21738 EASTMERE LANE
01 CITY : FRIANT
STATE/ZIP : CA 93626
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 338,915.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,032.31 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 71.57800
----------------------------------------------------------------
0 0031729130 MORTGAGORS: CHANG RICHARD
CHANG PATRICIA
REGION CODE ADDRESS : 9820 NEWBERRY PLACE
01 CITY : GRANITE BAY
STATE/ZIP : CA 95746
MORTGAGE AMOUNT : 394,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 391,586.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,624.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 56.28500
----------------------------------------------------------------
0 0031731656 MORTGAGORS: MENCHEL MICHAEL
MENCHEL BRENDA
REGION CODE ADDRESS : 123 SUGAR PINE DRIVE
01 CITY : MAMMOTH LAKES
STATE/ZIP : CA 93546
MORTGAGE AMOUNT : 355,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,454.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,240.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 68.93200
----------------------------------------------------------------
0 0031732068 MORTGAGORS: HESS MICHAEL
HESS CARYN
REGION CODE ADDRESS : 10346 EAST CRESTRIDGE LANE
01 CITY : ENGLEWOOD
STATE/ZIP : CO 80111
MORTGAGE AMOUNT : 352,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,102.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,241.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 62.36200
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,761,350.00
P & I AMT: 15,992.77
UPB AMT: 1,747,011.60
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 126
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031733835 MORTGAGORS: DAVILA ANTONIO
DAVILA MARY
REGION CODE ADDRESS : 22874 N. 55TH STREET
01 CITY : PHOENIX
STATE/ZIP : AZ 85024
MORTGAGE AMOUNT : 328,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 326,271.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,951.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.99900
----------------------------------------------------------------
0 0031734106 MORTGAGORS: BEEN ANDREW
REGION CODE ADDRESS : 4226 7TH STREET
01 CITY : ST. SIMONS ISLAND
STATE/ZIP : GA 31522
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,234.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,140.45 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 53.33300
----------------------------------------------------------------
0 0031734957 MORTGAGORS: CAMPANOZZI GARY
REGION CODE ADDRESS : 405 ROYAL COLONNADE
01 CITY : ARLINGTON
STATE/ZIP : TX 76011
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,242.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,157.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 94.11700
----------------------------------------------------------------
0 0031735681 MORTGAGORS: JACOBS MATTHEW
JACOBS LESLIE
REGION CODE ADDRESS : 2750 MONTGOMERY WAY
01 CITY : SACRAMENTO
STATE/ZIP : CA 95818
MORTGAGE AMOUNT : 273,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,792.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,383.35 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031735731 MORTGAGORS: BARKER ARTHUR
REGION CODE ADDRESS : 15 RIVERSHORE COURT
01 CITY : SACRAMENTO
STATE/ZIP : CA 95831
MORTGAGE AMOUNT : 264,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,844.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,391.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,345,950.00
P & I AMT: 12,023.70
UPB AMT: 1,338,385.53
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 127
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031735855 MORTGAGORS: BOUTAIN RONALD
BOUTAIN DANA
REGION CODE ADDRESS : 400 PALOMARES AVENUE
01 CITY : VENTURA
STATE/ZIP : CA 93003
MORTGAGE AMOUNT : 248,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,430.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,229.10 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031735988 MORTGAGORS: SHEHORN JOHN
SHEHORN CANDICE
REGION CODE ADDRESS : 29190 QUAIL RUN DRIVE
01 CITY : AGOURA HILLS
STATE/ZIP : CA 91310
MORTGAGE AMOUNT : 337,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 335,936.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,029.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.85700
----------------------------------------------------------------
0 0031736002 MORTGAGORS: LEIGH ARMANDO
LEE HELEN
REGION CODE ADDRESS : 127 LOMITAS AVENUE
01 CITY : SOUTH SAN FRANCISCO
STATE/ZIP : CA 94080
MORTGAGE AMOUNT : 254,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,198.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,283.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 74.70500
----------------------------------------------------------------
0 0031736051 MORTGAGORS: WAGNER MICHAEL
REGION CODE ADDRESS : 2805 BERNARD COURT
01 CITY : LAGUNA BEACH
STATE/ZIP : CA 92651
MORTGAGE AMOUNT : 605,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 603,091.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,437.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 68.75000
----------------------------------------------------------------
0 0031736077 MORTGAGORS: LLOVET LUISA
REGION CODE ADDRESS : 6693 CHABOT ROAD
01 CITY : OAKLAND,
STATE/ZIP : CA 94618
MORTGAGE AMOUNT : 287,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 286,094.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,579.64 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 70.86400
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,731,000.00
P & I AMT: 15,558.74
UPB AMT: 1,724,751.76
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 128
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031736127 MORTGAGORS: LAO PATRICK
SUN YVONNE
REGION CODE ADDRESS : 201 MONACO DRIVE
01 CITY : REDWOOD CITY
STATE/ZIP : CA 94065
MORTGAGE AMOUNT : 373,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 371,810.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,326.62 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 56.94600
----------------------------------------------------------------
0 0031736382 MORTGAGORS: TAYLOR ROBERT
TAYLOR NANCY
REGION CODE ADDRESS : 9752 LEIGH CIRCLE
01 CITY : VILLA PARK
STATE/ZIP : CA 92681
MORTGAGE AMOUNT : 365,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 363,860.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,306.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 56.15300
----------------------------------------------------------------
0 0031737612 MORTGAGORS: RABADI AHED
REGION CODE ADDRESS : 12456 NEDRA DRIVE
01 CITY : GRANADA HILLS
STATE/ZIP : CA 91344
MORTGAGE AMOUNT : 253,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,359.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,293.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 63.28700
----------------------------------------------------------------
0 0031738206 MORTGAGORS: OWEN CHARLES
REGION CODE ADDRESS : 60 STEEPLECHASE LANE
01 CITY : MUNROE FALLS
STATE/ZIP : OH 44262
MORTGAGE AMOUNT : 252,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,187.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,229.97 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031738222 MORTGAGORS: BROFFITT SAMUEL
BROFFITT LINDA
REGION CODE ADDRESS : 6566 WAYDAWN DRIVE
01 CITY : ARLINGTON
STATE/ZIP : TN 38002
MORTGAGE AMOUNT : 412,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 411,184.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,678.90 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 73.66000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,655,650.00
P & I AMT: 14,834.89
UPB AMT: 1,650,403.14
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 129
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031738263 MORTGAGORS: JONES GEORGE
REGION CODE ADDRESS : 3747 EAST FAIRWAY DRIVE
01 CITY : MOUNTAIN BROOK
STATE/ZIP : AL 35213
MORTGAGE AMOUNT : 559,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 557,236.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,024.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.97100
----------------------------------------------------------------
0 0031738362 MORTGAGORS: DRABKIN ANN
DRABKIN LEONARD
REGION CODE ADDRESS : 145 SPRUCE BANK ROAD
01 CITY : MT CARMEL
STATE/ZIP : CT 06518
MORTGAGE AMOUNT : 266,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,334.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,409.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 48.36300
----------------------------------------------------------------
0 0031738537 MORTGAGORS: JOHRENDT MICHAEL
JOHRENDT BONNIE
REGION CODE ADDRESS : 247 N. PARKVIEW AVENUE
01 CITY : COLUMBUS
STATE/ZIP : OH 43209
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 647,949.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,842.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 54.16600
----------------------------------------------------------------
0 0031738552 MORTGAGORS: BIENKOWSKI LEONARD
DEC-BIENKOWSKI JANICE
REGION CODE ADDRESS : 5218 MUIRFIELD DRIVE
01 CITY : IJAMSVILLE
STATE/ZIP : MD 21754
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 397,441.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,567.42 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 69.32400
----------------------------------------------------------------
0 0031738560 MORTGAGORS: FALTHZIK MARK
FALTHZIK LYNNE
REGION CODE ADDRESS : TWO NORTHDALE STREET
01 CITY : PEABODY
STATE/ZIP : MA 01960
MORTGAGE AMOUNT : 238,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,198.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,040.67 OUTSIDE CONV DATE :
LIFETIME RATE : 6.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.25000 PRODUCT CODE : 002
LTV : 79.33300
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,113,000.00
P & I AMT: 18,884.43
UPB AMT: 2,104,160.58
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 130
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031738586 MORTGAGORS: HOLCOMB LARRY
HOLCOMB MARTHA
REGION CODE ADDRESS : 2225 SIDNEY DRIVE
01 CITY : GAINESVILLE
STATE/ZIP : GA 30506
MORTGAGE AMOUNT : 258,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,349.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,300.98 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 33.72500
----------------------------------------------------------------
0 0031738602 MORTGAGORS: ESKEW HENRY
ESKEW CYNTHIA
REGION CODE ADDRESS : 900 WATER GROVE COURT
01 CITY : ROSWELL
STATE/ZIP : VA 30075
MORTGAGE AMOUNT : 253,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,791.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,261.74 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 76.84800
----------------------------------------------------------------
0 0031738669 MORTGAGORS: ZLATOS STEPHEN
ZLATOS ELIZABETH
REGION CODE ADDRESS : 7840 HOLLY CREEK LANE
01 CITY : INDIANAPOLIS
STATE/ZIP : IN 46240
MORTGAGE AMOUNT : 281,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,113.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,525.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 72.05100
----------------------------------------------------------------
0 0031738677 MORTGAGORS: YOST OKEY
YOST ELAINE
REGION CODE ADDRESS : 122 TELFORD PLACE
01 CITY : DOTHAN
STATE/ZIP : AL 36301
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,168.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,238.88 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 57.69200
----------------------------------------------------------------
0 0031738701 MORTGAGORS: MCGRAW JAMES
MCGRAW BONNIE
REGION CODE ADDRESS : 3334 VALLEY VISTA ROAD
01 CITY : SMYRNA
STATE/ZIP : GA 30080
MORTGAGE AMOUNT : 263,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,280.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,309.12 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 63.06900
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,310,600.00
P & I AMT: 11,636.43
UPB AMT: 1,304,704.14
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 131
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031739741 MORTGAGORS: NAHAS OSAMA
ALBABA FARAH
REGION CODE ADDRESS : 15407 PARKWOOD WAY
01 CITY : HOUSTON
STATE/ZIP : TX 77059
MORTGAGE AMOUNT : 344,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 342,890.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,044.09 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031740368 MORTGAGORS: LEE CHUN
LEE JUNG
REGION CODE ADDRESS : 2195 LINDSEY CT
01 CITY : TUSTIN
STATE/ZIP : CA 92782
MORTGAGE AMOUNT : 409,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 408,449.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,768.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 63.03000
----------------------------------------------------------------
0 0031740509 MORTGAGORS: BIANCHETTI SUSANA
REGION CODE ADDRESS : 382 CAMBRIDGE STREET
01 CITY : WINCHESTER
STATE/ZIP : MA 01890
MORTGAGE AMOUNT : 165,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 165,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,541.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 250
LTV : 61.33829
----------------------------------------------------------------
0 0031740798 MORTGAGORS: CUSHING MICHAEL
REGION CODE ADDRESS : 7335 ELDORADO STREET
01 CITY : MC LEAN
STATE/ZIP : VA 22102
MORTGAGE AMOUNT : 176,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 175,432.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,557.45 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031741622 MORTGAGORS: STARE ROBERT
STARE MARY
REGION CODE ADDRESS : 12549 BAKER COURT
01 CITY : CHINO
STATE/ZIP : CA 91710
MORTGAGE AMOUNT : 118,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 117,619.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,044.19 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 79.72900
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,212,700.00
P & I AMT: 10,955.97
UPB AMT: 1,209,392.04
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 132
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031741887 MORTGAGORS: BERGONIA R
BERGONIA LINDA
REGION CODE ADDRESS : 605 ESSEX RD
01 CITY : KENILWORTH
STATE/ZIP : IL 60043
MORTGAGE AMOUNT : 639,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 636,983.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,743.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 51.12000
----------------------------------------------------------------
0 0031741986 MORTGAGORS: VARGAS ARTURO
QUEVEDO PATRICIA
REGION CODE ADDRESS : 866 FOREST WILLOW CIRCLE
01 CITY : EL PASO
STATE/ZIP : TX 79922
MORTGAGE AMOUNT : 352,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,674.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,066.30 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031742489 MORTGAGORS: DIK ROGER
DIK JERENA
REGION CODE ADDRESS : LOT 7 SHEFFIELD ROAD
01 CITY : BOXFORD
STATE/ZIP : MA 01921
MORTGAGE AMOUNT : 405,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 405,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,783.23 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 51.33000
----------------------------------------------------------------
0 0031743412 MORTGAGORS: D'ANDRE JEFFREY
D'ANDRE SUSAN
REGION CODE ADDRESS : 10 CADDY COURT
01 CITY : NOVATO
STATE/ZIP : CA 94949
MORTGAGE AMOUNT : 387,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 385,792.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,505.57 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 72.33600
----------------------------------------------------------------
0 0031743446 MORTGAGORS: NICKEL BERND
NICKEL KATHLEEN
REGION CODE ADDRESS : 30 PLATA COURT
01 CITY : NOVATO
STATE/ZIP : CA 94947
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,106.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,497.19 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 74.66600
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,063,000.00
P & I AMT: 18,595.80
UPB AMT: 2,056,557.67
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 133
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031743479 MORTGAGORS: BRUGNARA ALEO
LEE ELIZABETH
REGION CODE ADDRESS : 603 ESTATE COURT
01 CITY : DALY CITY
STATE/ZIP : CA 94014
MORTGAGE AMOUNT : 302,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 301,047.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,714.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 78.44100
----------------------------------------------------------------
0 0031744352 MORTGAGORS: ROSNER FRANK
ROSNER ESTHER
REGION CODE ADDRESS : 38428 KINGSWAY COURT
01 CITY : FARMINGTON HILLS
STATE/ZIP : MI 48331
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 308,059.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,808.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 78.48101
----------------------------------------------------------------
0 0031745615 MORTGAGORS: MATICE CHRISTOPHER
DAUGHERTY ELILLIAN
REGION CODE ADDRESS : 768 MCBEE RD
01 CITY : BELLBROOK
STATE/ZIP : OH 45305
MORTGAGE AMOUNT : 356,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 355,662.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,182.14 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031745862 MORTGAGORS: SUMMERS WILLIAM
SUMMERS MARSHA
REGION CODE ADDRESS : 4416 TOPANGA CANYON BOULEVARD
01 CITY : (WOODLAND HILLS AREA) LOS
STATE/ZIP : CA 91364
MORTGAGE AMOUNT : 421,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 418,335.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,784.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 76.54500
----------------------------------------------------------------
0 0031746266 MORTGAGORS: ZHOU YUHONG
FU HUI-HSIEN
REGION CODE ADDRESS : 6 COHEN COURT
01 CITY : ALAMEDA
STATE/ZIP : CA 94501
MORTGAGE AMOUNT : 261,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,448.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,294.20 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 79.98200
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,651,100.00
P & I AMT: 14,782.95
UPB AMT: 1,643,552.75
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 134
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031746670 MORTGAGORS: LICHTMAN MARK
LICHTMAN ODETTE
REGION CODE ADDRESS : 2 CEDAR LANE
01 CITY : ALLENHURST
STATE/ZIP : NJ 07711
MORTGAGE AMOUNT : 395,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 395,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,550.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 55.63380
----------------------------------------------------------------
0 0031747009 MORTGAGORS: RECKSIEK WILLIAM
RECKSIEK MARIA
REGION CODE ADDRESS : 1019 SOUTH MONTEZUMA WAY
01 CITY : WEST COVINA
STATE/ZIP : CA 91791
MORTGAGE AMOUNT : 174,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 174,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,563.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------
0 0031747298 MORTGAGORS: REDDY RAGHUVEER
REDDY USHA
REGION CODE ADDRESS : 1837 TAMBOUR WAY
01 CITY : SAN JOSE
STATE/ZIP : CA 95131
MORTGAGE AMOUNT : 292,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 291,118.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,706.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031747322 MORTGAGORS: ZEA RICHARD
ZEA COLETTE
REGION CODE ADDRESS : 4616 VENICE WAY
01 CITY : SAN JOSE
STATE/ZIP : CA 95129
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 314,048.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,920.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 60.57600
----------------------------------------------------------------
0 0031748031 MORTGAGORS: HSU BENJAMIN
HSU CAROL
REGION CODE ADDRESS : 2701 EAST OXBOW ROAD
01 CITY : COLBERT
STATE/ZIP : WA 99005
MORTGAGE AMOUNT : 293,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 293,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,674.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 77.10500
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,469,000.00
P & I AMT: 13,416.01
UPB AMT: 1,467,166.78
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 135
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031751787 MORTGAGORS: ZOU XINGYU
YAO ZHONGMIN
REGION CODE ADDRESS : 2998 RIDGEGATE DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95133
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,184.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,626.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 71.60400
----------------------------------------------------------------
0 0031751910 MORTGAGORS: PARDA NELSON
PARDA CATHERINE
REGION CODE ADDRESS : 12625 GATE DRIVE
01 CITY : POWAY
STATE/ZIP : CA 92064
MORTGAGE AMOUNT : 362,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 362,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,253.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 67.66300
----------------------------------------------------------------
0 0031753288 MORTGAGORS: HALLUM ALLEN
HALLUM JUDITH
REGION CODE ADDRESS : 2563 ALCOVY STATION ROAD
01 CITY : COVINGTON
STATE/ZIP : GA 30014
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,300.77 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 66.66600
----------------------------------------------------------------
0 0031753726 MORTGAGORS: PENNOCK FRANK
PENNOCK NANETTE
REGION CODE ADDRESS : 1395 20TH STREET
01 CITY : OCEANO
STATE/ZIP : CA 93445
MORTGAGE AMOUNT : 74,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 74,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 685.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 53.23700
----------------------------------------------------------------
0 0031755358 MORTGAGORS: CONROY THOMAS
CONROY PATRICIA
REGION CODE ADDRESS : 3 AMUR ROAD
01 CITY : BRIDGEWATER TOWNSHIP
STATE/ZIP : NJ 08836
MORTGAGE AMOUNT : 279,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,200.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,529.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,265,200.00
P & I AMT: 11,396.53
UPB AMT: 1,263,384.54
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 136
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031755440 MORTGAGORS: LUBOTSKY MAX
LUBOTSKY BETTY
REGION CODE ADDRESS : 1708 VIOLET COURT
01 CITY : HIGHLAND PARK
STATE/ZIP : IL 60035
MORTGAGE AMOUNT : 313,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 312,023.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,835.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 34.77700
----------------------------------------------------------------
0 0031755556 MORTGAGORS: BRODFUEHRER JAMES
BRODFUEHRER JOY
REGION CODE ADDRESS : 1071 AUSTRALIA STREET
01 CITY : EL CAJON
STATE/ZIP : CA 92020
MORTGAGE AMOUNT : 441,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 441,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,056.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 67.84600
----------------------------------------------------------------
0 0031757180 MORTGAGORS: HEISSLER ERAN
HEISSLER DINA
REGION CODE ADDRESS : 18540 SAINT MORITZ DRIVE
01 CITY : TARZANA AREA CITY OF LOS
STATE/ZIP : CA 91356
MORTGAGE AMOUNT : 319,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 317,993.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,867.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 41.16100
----------------------------------------------------------------
0 0031757420 MORTGAGORS: SANTIAGO C MARCELINO
REGION CODE ADDRESS : 1340 LOCUST STREET
01 CITY : SAN JOSE
STATE/ZIP : CA 95110
MORTGAGE AMOUNT : 107,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 106,344.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 984.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 46.52100
----------------------------------------------------------------
0 0031757446 MORTGAGORS: CALDWELL BRIAN
CALDWELL KATHLEEN
REGION CODE ADDRESS : 6910 LAURA LANE
01 CITY : GILROY
STATE/ZIP : CA 95020
MORTGAGE AMOUNT : 336,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 334,962.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,067.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 250
LTV : 74.66600
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,516,000.00
P & I AMT: 13,810.91
UPB AMT: 1,512,324.10
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 137
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031760861 MORTGAGORS: DRYBURGH JAMES
DRYBURGH LORRAINE
REGION CODE ADDRESS : 10335 E. JENAN DRIVE
01 CITY : SCOTTSDALE
STATE/ZIP : AZ 85260
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 398,751.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,623.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 64.00000
----------------------------------------------------------------
0 0031761026 MORTGAGORS: COPENBARGER LLOYD
COPENBARGER LAURA
REGION CODE ADDRESS : 19051 RIDGEVIEW ROAD
01 CITY : VILLA PARK
STATE/ZIP : CA 92861
MORTGAGE AMOUNT : 598,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 598,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,379.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0031761380 MORTGAGORS: HOWELL STEVE
HOWELL DEBBY
REGION CODE ADDRESS : 28552 RANCHO CRISTIANO
01 CITY : LAGUNA NIGUEL
STATE/ZIP : CA 92677
MORTGAGE AMOUNT : 276,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,138.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,500.10 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031761786 MORTGAGORS: WALTER ANDREW
WALTER P.
REGION CODE ADDRESS : 326 HEDGEPOCKET WAY
01 CITY : REISTERTOWN
STATE/ZIP : MD 21136
MORTGAGE AMOUNT : 281,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,502.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,509.68 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 71.13900
----------------------------------------------------------------
0 0031761794 MORTGAGORS: CHANDRASEKAREN THIMMA
CHANDRASEKAREN VASANTHI
REGION CODE ADDRESS : 6020 NW 104 LANE
01 CITY : PARKLAND
STATE/ZIP : FL 33076
MORTGAGE AMOUNT : 240,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 240,015.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,114.21 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 79.99700
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,796,700.00
P & I AMT: 16,126.81
UPB AMT: 1,792,908.04
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 138
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031762172 MORTGAGORS: KWAN JUNG
KWAN HSIAO
REGION CODE ADDRESS : 14530 DUFIEF MILL ROAD
01 CITY : NORTH POTOMAC
STATE/ZIP : MD 20878
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,170.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,318.83 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.75400
----------------------------------------------------------------
0 0031762180 MORTGAGORS: YU HSIANG
REGION CODE ADDRESS : 12001 SETTLE COURT
01 CITY : FAIRFAX
STATE/ZIP : VA 22033
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,170.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,318.83 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 78.78700
----------------------------------------------------------------
0 0031762206 MORTGAGORS: DANG LILY
DANG VINH
REGION CODE ADDRESS : 4 DRISCOLL COURT
01 CITY : GAITHERSBURG
STATE/ZIP : MD 20878
MORTGAGE AMOUNT : 244,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,985.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,231.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031762222 MORTGAGORS: WHITE ALAN
WHITE AMANDA
REGION CODE ADDRESS : 1008 SAMPLERS WAY
01 CITY : POTOMAC
STATE/ZIP : MD 20854
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,101.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,608.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031762255 MORTGAGORS: NASH DIANE
REGION CODE ADDRESS : 3 DEER TRAIL COURT
01 CITY : GAITHERSBURG
STATE/ZIP : MD 20878
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,063.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,717.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 62.76100
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,352,500.00
P & I AMT: 12,195.91
UPB AMT: 1,347,492.41
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 139
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031762289 MORTGAGORS: BULGER ROGER
BULGER RUTH
REGION CODE ADDRESS : 12904 THREE SISTERS ROAD
01 CITY : POTOMAC
STATE/ZIP : MD 20854
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 348,931.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,219.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 29.16600
----------------------------------------------------------------
0 0031762297 MORTGAGORS: SAYLOR TILLMAN
SAYLOR ALICE
REGION CODE ADDRESS : 6203 WELBORN DRIVE
01 CITY : BETHESDA
STATE/ZIP : MD 20816
MORTGAGE AMOUNT : 302,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 301,036.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,693.40 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 74.56700
----------------------------------------------------------------
0 0031762321 MORTGAGORS: MILLER STUART
REGION CODE ADDRESS : 2107 21ST ROAD N.
01 CITY : ARLINGTON
STATE/ZIP : VA 22201
MORTGAGE AMOUNT : 323,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 320,933.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,880.69 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 69.01700
----------------------------------------------------------------
0 0031762347 MORTGAGORS: SMITH CALVIN
SMITH JACQUELINE
REGION CODE ADDRESS : 2909 CONCORD COVE
01 CITY : LAGO VISTA
STATE/ZIP : TX 78645
MORTGAGE AMOUNT : 160,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 160,436.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,435.44 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 71.21600
----------------------------------------------------------------
0 0031762354 MORTGAGORS: SHOWELL ADAM
SHOWELL JAMELLE
REGION CODE ADDRESS : 10710 PINEY ISLAND DRIVE
01 CITY : BISHOPVILLE
STATE/ZIP : MD 21813
MORTGAGE AMOUNT : 334,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 332,957.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,025.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 68.23200
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,469,950.00
P & I AMT: 13,254.75
UPB AMT: 1,464,296.20
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 140
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031762446 MORTGAGORS: LINTHICUM CHARLES
LINTHICUM GWYNDOLIN
REGION CODE ADDRESS : 507 HARLEQUIN LANE
01 CITY : SEVERNA PARK
STATE/ZIP : MD 21146
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,129.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,389.26 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 54.00000
----------------------------------------------------------------
0 0031762461 MORTGAGORS: HODGES ELLWOOD
HODGES VERA
REGION CODE ADDRESS : 1596 BALTIMORE ANNAPOLIS BLVD
01 CITY : ARNOLD
STATE/ZIP : MD 21012
MORTGAGE AMOUNT : 294,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 293,092.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,683.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 61.63500
----------------------------------------------------------------
0 0031762479 MORTGAGORS: DOWNING PARKS
DOWNING ANN
REGION CODE ADDRESS : 8044 BALD EAGLE LANE
01 CITY : WILMINGTON
STATE/ZIP : NC 28405
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 268,291.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,426.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 42.51900
----------------------------------------------------------------
0 0031762503 MORTGAGORS: BRADFORD GLEN
KLEEMAN JUDITH
REGION CODE ADDRESS : 2156 SWIFT DRIVE
01 CITY : HOUSTON
STATE/ZIP : TX 77030
MORTGAGE AMOUNT : 299,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,185.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,647.21 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 72.96300
----------------------------------------------------------------
0 0031762511 MORTGAGORS: LARRICK JOHN
LARRICK CARLA
REGION CODE ADDRESS : 5525 SPRUCE TREE AVENUE
01 CITY : BETHESDA
STATE/ZIP : MD 20814
MORTGAGE AMOUNT : 428,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 426,634.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,817.14 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 72.78600
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,561,150.00
P & I AMT: 13,964.27
UPB AMT: 1,555,333.72
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 141
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031762552 MORTGAGORS: LEE YOUNG
LEE HEUNG
REGION CODE ADDRESS : 3815 SANDALWOOD COURT
01 CITY : FAIRFAX
STATE/ZIP : VA 22031
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,012.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,921.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 78.04800
----------------------------------------------------------------
0 0031762818 MORTGAGORS: SHAFER DICKSON
SHAFER LOIS
REGION CODE ADDRESS : 6341 LA PALOMA LANE
01 CITY : OCEANSIDE
STATE/ZIP : CA 92057
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 418,689.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,804.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 250
LTV : 77.77700
----------------------------------------------------------------
0 0031764228 MORTGAGORS: MEFFORD WENDELL
PATTERSON CAROL
REGION CODE ADDRESS : 723 SUNSET PARKWAY
01 CITY : NOVATO
STATE/ZIP : CA 94947
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,452.60 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 68.75000
----------------------------------------------------------------
0 0031765225 MORTGAGORS: SINHA CHANDRA
HERZBERGER SUNANDA
REGION CODE ADDRESS : 4815 NORTH 11TH STREET
01 CITY : ARLINGTON
STATE/ZIP : VA 22205
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,313.70 OUTSIDE CONV DATE :
LIFETIME RATE : 6.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031767551 MORTGAGORS: DAVIS HOWARD
OTTESEN KATHRYN
REGION CODE ADDRESS : 7022 EXETER DRIVE
01 CITY : OAKLAND
STATE/ZIP : CA 94611
MORTGAGE AMOUNT : 308,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 308,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,704.22 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,595,000.00
P & I AMT: 14,196.19
UPB AMT: 1,592,701.41
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 142
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031769649 MORTGAGORS: HUI WILLIAM
HUI YUPHA
REGION CODE ADDRESS : 28441 CALLE MIRA MONTE
01 CITY : SAN JUAN CAPISTRANO
STATE/ZIP : CA 92675
MORTGAGE AMOUNT : 395,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 393,740.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,522.82 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.79900
----------------------------------------------------------------
0 0031770670 MORTGAGORS: SALGADO SAMUEL
SALGADO DIANNE
REGION CODE ADDRESS : 29 BRISA FRESCA
01 CITY : RANCHO SANTA MARGATITA
STATE/ZIP : CA 92688
MORTGAGE AMOUNT : 253,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,682.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,243.25 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 78.72600
----------------------------------------------------------------
0 0031772619 MORTGAGORS: GALE TERRY
REGION CODE ADDRESS : 8100 COLEGIO DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90045
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,510.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 250
LTV : 75.34200
----------------------------------------------------------------
0 0031776693 MORTGAGORS: ADLINGTON PATRICK
ADLINGTON CHERYL
REGION CODE ADDRESS : 12585 WATER LILY WAY
01 CITY : RENO
STATE/ZIP : NV 89511
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,491.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 63.95300
----------------------------------------------------------------
0 0070095468 MORTGAGORS: DAVIS EMERSON
DAVIS MILDRILYN
REGION CODE ADDRESS : 1710 ALBERT TERRACE
01 CITY : MITCHELLVIL
STATE/ZIP : MD 20721
MORTGAGE AMOUNT : 233,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 233,170.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,118.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 71.96923
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,432,400.00
P & I AMT: 12,886.23
UPB AMT: 1,429,592.93
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 143
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0070101696 MORTGAGORS: ROWE LEE
ROWE LISA
REGION CODE ADDRESS : 1458 COTTONWOOD CONDOMINIU
01 CITY : SUN VALLEY
STATE/ZIP : ID 83353
MORTGAGE AMOUNT : 294,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,668.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 66.20225
----------------------------------------------------------------
0 0070113238 MORTGAGORS: MENARD WILLIAM
MENARD NANCY
REGION CODE ADDRESS : 1010 NORTHWEST 197TH PLACE
01 CITY : SHORELINE
STATE/ZIP : WA 98177
MORTGAGE AMOUNT : 273,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,321.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,472.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0070114939 MORTGAGORS: DONAHUE JERRY
DONAHUE SUSAN
REGION CODE ADDRESS : 864 RINCON LANE
01 CITY : PALOS VERDE
STATE/ZIP : CA 90274
MORTGAGE AMOUNT : 378,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 375,384.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,437.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/08
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 32.58621
----------------------------------------------------------------
0 0070163225 MORTGAGORS: MUENCH FRANK
MUENCH DOREEN
REGION CODE ADDRESS : 41 COLONIAL AVENUE
01 CITY : WARWICK
STATE/ZIP : NY 10990
MORTGAGE AMOUNT : 135,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 134,578.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,222.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.88166
----------------------------------------------------------------
0 0070164272 MORTGAGORS: CAMPISI PATRICIA
CAMPISI FRANK
REGION CODE ADDRESS : 163 40 98TH STREET
01 CITY : HOWARD BEAC
STATE/ZIP : NY 11414
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,081.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,568.54 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,368,600.00
P & I AMT: 13,370.67
UPB AMT: 1,362,966.06
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 144
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0070168935 MORTGAGORS: MANTIONE VINCENT
MANTIONE JUDITH
REGION CODE ADDRESS : 1306-1308 4TH AVENUE
01 CITY : SAN FRANCIS
STATE/ZIP : CA 94122
MORTGAGE AMOUNT : 312,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 312,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,830.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 60.09615
----------------------------------------------------------------
0 0070170170 MORTGAGORS: GUIDER EDWARD
REGION CODE ADDRESS : 3 REDCOAT LANE
01 CITY : WACCABUC
STATE/ZIP : NY 10597
MORTGAGE AMOUNT : 285,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 285,300.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,584.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 41.68006
----------------------------------------------------------------
0 0070173380 MORTGAGORS: ELLIS JAMES
ELLIS DARLENE
REGION CODE ADDRESS : 21 GREAT GATE DRIVE
01 CITY : HAMPTON
STATE/ZIP : NH 03842
MORTGAGE AMOUNT : 309,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 307,562.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,803.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 76.41975
----------------------------------------------------------------
0 0070185244 MORTGAGORS: MATTISON STEVEN
MATTISON BARBARA
REGION CODE ADDRESS : 3675 BALLYNTYNE ROAD
01 CITY : SALEM
STATE/ZIP : OR 97302
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 373,816.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,370.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 39.68254
----------------------------------------------------------------
0 0070186085 MORTGAGORS: SHELLEN ROBERT
SHELLEN KAY
REGION CODE ADDRESS : 302 CHANNEL ROAD
01 CITY : ALBERT LEA
STATE/ZIP : MN 56007
MORTGAGE AMOUNT : 45,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 44,858.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 404.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 46.63212
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,327,300.00
P & I AMT: 11,993.69
UPB AMT: 1,324,037.40
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 145
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0070186549 MORTGAGORS: LEE WILLIAM
LEE KATHRYN
REGION CODE ADDRESS : 4519 FINLEY AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90027
MORTGAGE AMOUNT : 329,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 328,222.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,982.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 89.95902
----------------------------------------------------------------
0 0070187331 MORTGAGORS: SPITZER HOWARD
SPITZER REBECCA
REGION CODE ADDRESS : 20 VERNON ROAD
01 CITY : SCARSDALE
STATE/ZIP : NY 10583
MORTGAGE AMOUNT : 443,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 443,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,016.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 65.68889
----------------------------------------------------------------
0 0070189659 MORTGAGORS: ZAND ABBAS
ZAND ELLIE
REGION CODE ADDRESS : 7955 EAST CHAPARRAL DRIVE
01 CITY : SCOTTSDALE
STATE/ZIP : AZ 85251
MORTGAGE AMOUNT : 107,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 105,869.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 956.51 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 001
LTV : 63.83929
----------------------------------------------------------------
0 0070195243 MORTGAGORS: HICKMAN STEVEN
HICKMAN CAROL
REGION CODE ADDRESS : 9703 TALL GRASS CIRCLE
01 CITY : LITTLETON
STATE/ZIP : CO 80124
MORTGAGE AMOUNT : 225,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 223,545.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,991.05 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------
0 0070195870 MORTGAGORS: FOREMAN STEVEN
FOREMAN KAREN
REGION CODE ADDRESS : 9341 LARK SPARROW DRIVE
01 CITY : HIGHLANDS R
STATE/ZIP : CO 80126
MORTGAGE AMOUNT : 268,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,649.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,434.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.05882
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,373,700.00
P & I AMT: 12,381.34
UPB AMT: 1,366,687.26
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 146
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0070198072 MORTGAGORS: BOYDSTUN BRAD
BOYDSTUN CELESTE
REGION CODE ADDRESS : 4243 BABCOCK AVENUE
01 CITY : STUDIO CITY
STATE/ZIP : CA 91604
MORTGAGE AMOUNT : 252,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,213.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,282.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0070201140 MORTGAGORS: COHN VICTOR
COHN ELLEN
REGION CODE ADDRESS : 100 TWIN ACRE COURT
01 CITY : MORELAND HI
STATE/ZIP : OH 44022
MORTGAGE AMOUNT : 335,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 333,943.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,011.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 47.85714
----------------------------------------------------------------
0 0070202668 MORTGAGORS: CLARK CHRISTOPHE
CLARK LAUREN
REGION CODE ADDRESS : 1865 KRPAN DRIVE
01 CITY : ROSEVILLE
STATE/ZIP : CA 95747
MORTGAGE AMOUNT : 332,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 330,963.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,007.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 76.49770
----------------------------------------------------------------
0 0070204854 MORTGAGORS: DOERFLER MARTIN
DOERFLER JAMIE
REGION CODE ADDRESS : 315 GROSVENOR STREET
01 CITY : NEW YORK
STATE/ZIP : NY 11363
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 348,005.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,109.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/08
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.54545
----------------------------------------------------------------
0 0070210349 MORTGAGORS: PERKINS DENNIS
PERKINS ROBYN
REGION CODE ADDRESS : 7323 NORTH TAMERA AVENUE
01 CITY : FRESNO
STATE/ZIP : CA 93711
MORTGAGE AMOUNT : 316,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 315,202.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,842.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 87.83333
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,585,200.00
P & I AMT: 15,252.25
UPB AMT: 1,579,328.50
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 147
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0070212790 MORTGAGORS: MORRISON JOHN
MORRISON LINDA
REGION CODE ADDRESS : 1020 JUNIPER DRIVE
01 CITY : TAOS
STATE/ZIP : NM 87571
MORTGAGE AMOUNT : 365,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 365,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,270.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/08
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 76.20833
----------------------------------------------------------------
0 0070212865 MORTGAGORS: KONDEL RICHARD
KONDEL JANET
REGION CODE ADDRESS : 4342 ISLAND VIEW DRIVE
01 CITY : FENTON
STATE/ZIP : MI 48430
MORTGAGE AMOUNT : 67,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 67,586.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 609.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 27.33871
----------------------------------------------------------------
0 0070218235 MORTGAGORS: FICARELLI JOHN
DANBERG VICTORIA
REGION CODE ADDRESS : 30 CHASE STREET
01 CITY : NEWTON
STATE/ZIP : MA 02159
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 398,751.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,623.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 50.00000
----------------------------------------------------------------
0 0070227756 MORTGAGORS: HELBERG DENNIS
HELBERG DOVIE
REGION CODE ADDRESS : 7200 MEADOWVIEW TERRACE
01 CITY : NORTH RICHL
STATE/ZIP : TX 76180
MORTGAGE AMOUNT : 76,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 74,107.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 696.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 86.40449
----------------------------------------------------------------
0 0070229174 MORTGAGORS: REID CHRISTOPHE
REGION CODE ADDRESS : 1216 EL CIDE COURT
01 CITY : MILL VALLEY
STATE/ZIP : CA 94941
MORTGAGE AMOUNT : 262,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 262,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,358.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 61.45199
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,172,900.00
P & I AMT: 11,558.69
UPB AMT: 1,168,645.72
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 148
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0070230446 MORTGAGORS: LEE HSUN YUAN
YING CHEN WENDY
REGION CODE ADDRESS : 500 SOUTH LAURELTREE DRIVE
01 CITY : ANAHEIM
STATE/ZIP : CA 92808
MORTGAGE AMOUNT : 252,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,230.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,318.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0070231576 MORTGAGORS: LAUDENSLAGER WALTER
LAUDENSLAGER MARY
REGION CODE ADDRESS : 3707 BORDER CREEK COURT
01 CITY : DENVER
STATE/ZIP : NC 28037
MORTGAGE AMOUNT : 271,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,950.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,501.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 74.50685
----------------------------------------------------------------
0 0070232210 MORTGAGORS: SARLE PETER
SARLE JACQUELINE
REGION CODE ADDRESS : 87 WEST ISLIP ROAD
01 CITY : WEST ISLIP
STATE/ZIP : NY 11795
MORTGAGE AMOUNT : 265,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,350.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,366.54 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 62.43529
----------------------------------------------------------------
0 0070241542 MORTGAGORS: DE LILLIS ANTHONY
DE LILLIS NATALINA
REGION CODE ADDRESS : 40 ANDERSON AVENUE
01 CITY : SCARSDALE
STATE/ZIP : NY 10583
MORTGAGE AMOUNT : 226,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 226,650.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,053.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.55000
----------------------------------------------------------------
0 0070242920 MORTGAGORS: ULIASE RAYMOND
ULIASE MADILYN
REGION CODE ADDRESS : 1301 COMMONWEALTH AVENUE
01 CITY : UPPER TOWNS
STATE/ZIP : NJ 08248
MORTGAGE AMOUNT : 282,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 281,927.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,581.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 49.18261
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,298,750.00
P & I AMT: 11,821.13
UPB AMT: 1,297,107.54
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 149
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0070245378 MORTGAGORS: MC COURTIE GLENN
MC COURTIE MARY
REGION CODE ADDRESS : 1550 MEADOW RIDGE ROAD
01 CITY : WATSONVILLE
STATE/ZIP : CA 95076
MORTGAGE AMOUNT : 257,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,180.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,292.07 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 51.91919
----------------------------------------------------------------
0 0070248984 MORTGAGORS: CHO YONG
CHO SANG
REGION CODE ADDRESS : 500 JOSE WAY
01 CITY : FULLERTON
STATE/ZIP : CA 92835
MORTGAGE AMOUNT : 297,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,581.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,715.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 74.37500
----------------------------------------------------------------
0 0070249032 MORTGAGORS: DIETZ DONALD
REGION CODE ADDRESS : 8021 KIDWELL TOWN COURT
01 CITY : VIENNA
STATE/ZIP : VA 22182
MORTGAGE AMOUNT : 281,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 281,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,570.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0070250386 MORTGAGORS: THORN WAYNE
THORN VERSAVE
REGION CODE ADDRESS : 20 AVENIDA DEL MONTE ALTO
01 CITY : SANTA FE
STATE/ZIP : NM 87505
MORTGAGE AMOUNT : 120,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 120,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,095.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 38.70968
----------------------------------------------------------------
0 0070250899 MORTGAGORS: MADHANI JAY
MADHANI RAJSHEREE
REGION CODE ADDRESS : 14864 INDIAN PEAK LANE
01 CITY : POWAY
STATE/ZIP : CA 92064
MORTGAGE AMOUNT : 402,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 396,606.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,677.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.99984
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,358,900.00
P & I AMT: 12,350.91
UPB AMT: 1,350,968.37
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 150
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0070250998 MORTGAGORS: LALONDE DALE
LALONDE ELAINE
REGION CODE ADDRESS : 3423 PINESTREAM ROAD NORTH
01 CITY : ATLANTA
STATE/ZIP : GA 30327
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 400,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,651.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 65.57377
----------------------------------------------------------------
0 0070256565 MORTGAGORS: MOORE DARRIN
REGION CODE ADDRESS : 3935 RIDGE STREET
01 CITY : FAIR OAKS
STATE/ZIP : CA 95628
MORTGAGE AMOUNT : 316,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 314,992.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,818.26 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.23810
----------------------------------------------------------------
0 0070258983 MORTGAGORS: DZIESINSKI KENNETH
DZIESINSKI JOANNA
REGION CODE ADDRESS : 1547 33RD AVENUE
01 CITY : SAN FRANCIS
STATE/ZIP : CA 94122
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 323,985.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,943.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 73.86364
----------------------------------------------------------------
0 0070261573 MORTGAGORS: HAMMOND RODNEY
HAMMOND JUDITH
REGION CODE ADDRESS : 51 PLEASANT RUN ROAD
01 CITY : FLEMINGTON
STATE/ZIP : NJ 08822
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 314,016.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,853.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 78.75000
----------------------------------------------------------------
0 0070262639 MORTGAGORS: CATO CHARLES
CATO FAYE
REGION CODE ADDRESS : 4305 COBSCOOK DRIVE
01 CITY : DURHAM
STATE/ZIP : NC 27707
MORTGAGE AMOUNT : 130,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 130,097.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,191.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 54.37500
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,486,500.00
P & I AMT: 13,458.32
UPB AMT: 1,483,091.99
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 151
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0070263637 MORTGAGORS: HAY KENNETH
REGION CODE ADDRESS : 23 TRACEY LANE
01 CITY : SHARON
STATE/ZIP : MA 02067
MORTGAGE AMOUNT : 289,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,586.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,602.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 72.37500
----------------------------------------------------------------
0 0070264429 MORTGAGORS: WEINGART BARRY
REGION CODE ADDRESS : 1898 N STANLEY AVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90046
MORTGAGE AMOUNT : 606,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 606,350.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,535.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 67.37222
----------------------------------------------------------------
0 0070267109 MORTGAGORS: JADALIZADEH M
NEJAD PARVIN
REGION CODE ADDRESS : 23604 SUMMIT DRIVE
01 CITY : CALABASAS
STATE/ZIP : CA 91302
MORTGAGE AMOUNT : 274,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,228.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,424.65 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 68.50000
----------------------------------------------------------------
0 0070267117 MORTGAGORS: FRANK LAWRENCE
REGION CODE ADDRESS : 130 VIA SODERINI
01 CITY : APTOS
STATE/ZIP : CA 95003
MORTGAGE AMOUNT : 266,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,346.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,432.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 57.31183
----------------------------------------------------------------
0 0070267133 MORTGAGORS: SHAHMIRIAN VARAZ
SHAHMIRIAN KARINA
REGION CODE ADDRESS : 19812 SIERRA MEADOWS LANE
01 CITY : LOS ANGELES
STATE/ZIP : CA 91326
MORTGAGE AMOUNT : 261,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,300.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,385.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 70.62162
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,697,650.00
P & I AMT: 15,379.99
UPB AMT: 1,692,811.52
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 152
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0070270186 MORTGAGORS: MATZ WILLIAM
MATZ MERRI
REGION CODE ADDRESS : 4 CAMBERRA DRIVE
01 CITY : SUFFERN
STATE/ZIP : NY 10901
MORTGAGE AMOUNT : 402,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 402,250.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,671.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 71.83036
----------------------------------------------------------------
0 0070272232 MORTGAGORS: CANALES EDMUNDO
CANALES ANNA
REGION CODE ADDRESS : 1604 WOODS DRIVE
01 CITY : MISSION
STATE/ZIP : TX 78572
MORTGAGE AMOUNT : 373,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 367,974.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,386.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 56.65152
----------------------------------------------------------------
0 0070275110 MORTGAGORS: JOUVANIS TOM
JOUVANIS HERMELINDA
REGION CODE ADDRESS : 6301 LEE FOREST PATH
01 CITY : CENTERVILLE
STATE/ZIP : VA 20120
MORTGAGE AMOUNT : 257,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,842.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,274.22 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 73.42857
----------------------------------------------------------------
0 0070275284 MORTGAGORS: TUZER TANJU
TUZER PAT
REGION CODE ADDRESS : 675 NORTH WINNINGKOFF ROAD
01 CITY : LUCAS
STATE/ZIP : TX 75002
MORTGAGE AMOUNT : 259,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,314.36 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 77.92793
----------------------------------------------------------------
0 0070275813 MORTGAGORS: WOLF ROBERT
WOLF TRACEY
REGION CODE ADDRESS : 17 SUTTON FARM ROAD
01 CITY : FLEMINGTON
STATE/ZIP : NJ 08822
MORTGAGE AMOUNT : 270,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,805.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,451.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 66.82716
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,563,300.00
P & I AMT: 14,099.10
UPB AMT: 1,555,372.24
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 153
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0070277256 MORTGAGORS: KRSINIC ROMEO
KRSINIC LAURA
REGION CODE ADDRESS : 32-16 149TH STREET
01 CITY : FLUSHING
STATE/ZIP : NY 11354
MORTGAGE AMOUNT : 237,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 234,792.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,152.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 69.88235
----------------------------------------------------------------
0 0070278197 MORTGAGORS: CONNOLLY DENNIS
CASEY CONNOL MARY
REGION CODE ADDRESS : 17 PHILIP DRIVE
01 CITY : PRINCETON
STATE/ZIP : NJ 08540
MORTGAGE AMOUNT : 230,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 230,450.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,087.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 40.85993
----------------------------------------------------------------
0 0070281910 MORTGAGORS: HU SEN
XU YUAN
REGION CODE ADDRESS : 511 SEASTORM DRIVE
01 CITY : Redwood City
STATE/ZIP : CA 94065
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,166.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,464.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 54.00000
----------------------------------------------------------------
0 0070283411 MORTGAGORS: PRESTI JON
PRESTI ANN
REGION CODE ADDRESS : 9613 ENCINO AVENUE
01 CITY : NORTHRIDGE
STATE/ZIP : CA 91325
MORTGAGE AMOUNT : 296,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,688.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0070284880 MORTGAGORS: MASTERS GARY
BRANCH NICKI
REGION CODE ADDRESS : 28332 CROOKED OAK LANE
01 CITY : ESCONDIDO
STATE/ZIP : CA 92026
MORTGAGE AMOUNT : 382,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 382,300.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,436.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 93.24390
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,417,150.00
P & I AMT: 12,829.20
UPB AMT: 1,413,509.25
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 154
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0070285150 MORTGAGORS: FINOCCHI RICHARD
FINOCCHI AMY
REGION CODE ADDRESS : 8301 SIGUITA DRIVE
01 CITY : SAINT PETER
STATE/ZIP : FL 33702
MORTGAGE AMOUNT : 246,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,214.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0070285614 MORTGAGORS: CHAK LOLA
REGION CODE ADDRESS : 916 PALO ALTO DRIVE
01 CITY : ARCADIA
STATE/ZIP : CA 91007
MORTGAGE AMOUNT : 263,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,350.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,367.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.80303
----------------------------------------------------------------
0 0070286679 MORTGAGORS: ABUJBARA NABIL
SHEHADEH RANA
REGION CODE ADDRESS : 4 DEERWOOD EAST
01 CITY : IRVINE
STATE/ZIP : CA 92604
MORTGAGE AMOUNT : 268,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,652.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,413.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 76.06232
----------------------------------------------------------------
0 0070288188 MORTGAGORS: GREGG ANDREW
GREGG SUSAN
REGION CODE ADDRESS : 107 WEST TURNER AVENUE
01 CITY : ROSELLE
STATE/ZIP : IL 60172
MORTGAGE AMOUNT : 53,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 52,734.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 480.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 31.17647
----------------------------------------------------------------
0 0070290929 MORTGAGORS: RAMIREDDY OBULAREDDY
RAMIREDDY SUMITHRA
REGION CODE ADDRESS : 14 FOOTHILL PLACE
01 CITY : Pleasanton
STATE/ZIP : CA 94566
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,169.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,502.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 40.60000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,103,250.00
P & I AMT: 9,977.40
UPB AMT: 1,101,306.38
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 155
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0070291505 MORTGAGORS: GIRARD RONALD
GIRARD PHYLLIS
REGION CODE ADDRESS : 10506 EAST AVENUE R6
01 CITY : LITTLE ROCK
STATE/ZIP : CA 93543
MORTGAGE AMOUNT : 46,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 45,854.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 413.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 001
LTV : 48.42105
----------------------------------------------------------------
0 0070296298 MORTGAGORS: LARKIN JOHN
LARKIN ALISON
REGION CODE ADDRESS : 3225 SOUTH SHORE DRIVE
01 CITY : DELAVAN
STATE/ZIP : WI 53115
MORTGAGE AMOUNT : 300,738.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,738.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,724.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 46.26738
----------------------------------------------------------------
0 0070302997 MORTGAGORS: ORTIZ LOUIE
ORTIZ CONNIE
REGION CODE ADDRESS : 4773 PALM AVENUE
01 CITY : YORBA LINDA
STATE/ZIP : CA 92686
MORTGAGE AMOUNT : 242,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,192.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.86799
----------------------------------------------------------------
0 0070304134 MORTGAGORS: SEABAUGH WILLIAM
REGION CODE ADDRESS : 145 HELFENSTEIN AVNUE
01 CITY : Webster Groves
STATE/ZIP : MO 63119
MORTGAGE AMOUNT : 261,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,382.57 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 63.20000
----------------------------------------------------------------
0 0070307624 MORTGAGORS: HWANG STANLEY
PHILLIPSON MARGARET
REGION CODE ADDRESS : 11540 SPUR ROAD
01 CITY : MONTEREY
STATE/ZIP : CA 93940
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 315,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,831.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 55.26316
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,164,738.00
P & I AMT: 10,543.63
UPB AMT: 1,164,592.87
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 156
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0070310719 MORTGAGORS: MENDA WILLIAM
MENDA KATHLEEN
REGION CODE ADDRESS : 6604 BRIAR HILL COURT
01 CITY : MC LEAN
STATE/ZIP : VA 22101
MORTGAGE AMOUNT : 242,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,100.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,176.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 47.94059
----------------------------------------------------------------
0 0070311154 MORTGAGORS: JOHNSON DALE
JOHNSON JERILYNNE
REGION CODE ADDRESS : 14160 GREEN VISTA DRIVE
01 CITY : FONTANA
STATE/ZIP : CA 92335
MORTGAGE AMOUNT : 115,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 115,430.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,032.77 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 68.52071
----------------------------------------------------------------
0 0070311816 MORTGAGORS: DAVIS PETER
REGION CODE ADDRESS : 2145 CRESCENT DRIVE
01 CITY : SIGNAL HILL
STATE/ZIP : CA 90804
MORTGAGE AMOUNT : 314,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 312,472.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,826.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 86.16438
----------------------------------------------------------------
0 0070316278 MORTGAGORS: MAHIDA CHAITANYA
MAHIDA PURNIMA
REGION CODE ADDRESS : 10235 WHITETAIL DRIVE
01 CITY : Oakdale
STATE/ZIP : CA 95361
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 398,724.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,567.42 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 61.54000
----------------------------------------------------------------
0 0070316443 MORTGAGORS: TRAINER RICHARD
TRAINER LUANN
REGION CODE ADDRESS : 106 MUIRFIELD CT
01 CITY : MOORESTOWN
STATE/ZIP : NJ 08057
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 400,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,595.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 61.53846
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,472,400.00
P & I AMT: 13,198.37
UPB AMT: 1,468,727.35
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 157
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0070316690 MORTGAGORS: CHENEY JAMES
CHENEY CAROLYN
REGION CODE ADDRESS : 2409 VIA SOBRANTE
01 CITY : Palos Verdes Estates
STATE/ZIP : CA 90274
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 647,926.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,797.05 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 61.90000
----------------------------------------------------------------
0 0070318019 MORTGAGORS: HERTZ MATTHEW
HERTZ NANCY
REGION CODE ADDRESS : 1758 CARROLL AVENUE
01 CITY : SAINT PAUL
STATE/ZIP : MN 55104
MORTGAGE AMOUNT : 66,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 66,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 601.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0070318522 MORTGAGORS: WEBB MICHEAL
REGION CODE ADDRESS : 50445 SE BATY RD
01 CITY : Sandy
STATE/ZIP : OR 97055
MORTGAGE AMOUNT : 324,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 322,988.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,934.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0070320072 MORTGAGORS: STEELE NANCY
REGION CODE ADDRESS : 2915 SHASTA
01 CITY : BERKELEY
STATE/ZIP : CA 94708
MORTGAGE AMOUNT : 238,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 238,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,160.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 44.57944
----------------------------------------------------------------
0 0070320403 MORTGAGORS: STAPELS MARK
REGION CODE ADDRESS : 5589 CARROLLTON COURT
01 CITY : ROCHESTER H
STATE/ZIP : MI 48306
MORTGAGE AMOUNT : 600,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 598,127.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,434.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 63.42495
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,878,900.00
P & I AMT: 16,928.81
UPB AMT: 1,873,943.28
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 158
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0070325758 MORTGAGORS: OWEN MARK
OWEN JANICE
REGION CODE ADDRESS : 2574 VIA PISA
01 CITY : DEL MAR
STATE/ZIP : CA 92014
MORTGAGE AMOUNT : 319,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,889.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 65.10204
----------------------------------------------------------------
0 0070326749 MORTGAGORS: DRESSLER RICK
DRESSLER VICKIE
REGION CODE ADDRESS : 282 FAIRWAY DRIVE
01 CITY : LAKE ARROWH
STATE/ZIP : CA 92352
MORTGAGE AMOUNT : 410,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 410,200.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,686.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 74.58182
----------------------------------------------------------------
0 0070331087 MORTGAGORS: CHU SAMMY
CHU FLORA
REGION CODE ADDRESS : 805 CANADA DRIVE
01 CITY : MILPITAS
STATE/ZIP : CA 95035
MORTGAGE AMOUNT : 366,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 366,350.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,292.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.53608
----------------------------------------------------------------
0 0070336276 MORTGAGORS: HANDA JAMES
HANDA VICTORIA
REGION CODE ADDRESS : 4010 DUNSTER WAY
01 CITY : SACRAMENTO
STATE/ZIP : CA 95864
MORTGAGE AMOUNT : 281,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 281,250.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,547.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 72.11538
----------------------------------------------------------------
0 0070337035 MORTGAGORS: DERHAMMER RONALD
DERHAMMER SALLY
REGION CODE ADDRESS : 24974 60TH AVENUE
01 CITY : MATTAWAN
STATE/ZIP : MI 49065
MORTGAGE AMOUNT : 212,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 212,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,939.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 73.28000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,589,300.00
P & I AMT: 14,356.93
UPB AMT: 1,589,300.00
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 159
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0070337654 MORTGAGORS: KIM SU
KIM SANG
REGION CODE ADDRESS : 7834 VALLEYFIELD DRIVE
01 CITY : SPRINGFIELD
STATE/ZIP : VA 22153
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,588.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 82.28571
----------------------------------------------------------------
0 0070337795 MORTGAGORS: BENSADIGH HILDA
REGION CODE ADDRESS : 229 SOUTH ALMONT DRIVE
01 CITY : Beverly Hills
STATE/ZIP : CA 90211
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,363.41 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 37.86000
----------------------------------------------------------------
0 0070340096 MORTGAGORS: MORGAN MILDRED
REGION CODE ADDRESS : 16651 MEADOW OAKS DRIVE
01 CITY : SONOMA
STATE/ZIP : CA 95476
MORTGAGE AMOUNT : 216,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 216,150.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,927.74 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 64.71557
----------------------------------------------------------------
0 0070340286 MORTGAGORS: TUCKER JOHN
TUCKER MARTHA
REGION CODE ADDRESS : 31 GALILEO
01 CITY : IRVINE
STATE/ZIP : CA 92715
MORTGAGE AMOUNT : 275,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,700.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,458.84 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 36.95710
----------------------------------------------------------------
0 0070345160 MORTGAGORS: GRAY CHARLES
WANG EILEEN
REGION CODE ADDRESS : 1819 EL REY RD.
01 CITY : San Pedro
STATE/ZIP : CA 90732
MORTGAGE AMOUNT : 243,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,233.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,184.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 74.09000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,287,850.00
P & I AMT: 11,522.77
UPB AMT: 1,287,083.35
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 09/01/98
P.O. BOX 5260 TMS AG0004981615 01 02
PAGE: 160
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0070347745 MORTGAGORS: BRODIE STEVEN
BRODIE BEVERLY
REGION CODE ADDRESS : 120 SIERRA VISTA DRIVE
01 CITY : COLORADO SP
STATE/ZIP : CO 80906
MORTGAGE AMOUNT : 308,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 308,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,746.91 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 64.16667
----------------------------------------------------------------
0 0070350475 MORTGAGORS: BOLTIANSKY NAUM
REGION CODE ADDRESS : 10560 WILSHIRE BLVD. NO. 603
01 CITY : Los Angeles
STATE/ZIP : CA 90024
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 398,710.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,539.64 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 58.82000
----------------------------------------------------------------
0 0070357355 MORTGAGORS: KING GEORGE
KING SHARON
REGION CODE ADDRESS : 922 NORTH JACKSON STREET
01 CITY : GLENDALE
STATE/ZIP : CA 91207
MORTGAGE AMOUNT : 247,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,200.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,204.66 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0070394580 MORTGAGORS: GUPTA PAUL
GUPTA ANTONIA
REGION CODE ADDRESS : 69 WALWORTH AVENUE
01 CITY : Scarsdale
STATE/ZIP : NY 10583
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 500,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,459.27 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 78.25000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 4
LOAN AMT: 1,455,200.00
P & I AMT: 12,950.48
UPB AMT: 1,453,910.36
0 TOTAL NUM OF LOANS: 799
LOAN AMT: 251,895,926.00
P & I AMT: 2,284,743.75
UPB AMT: 249,404,292.56
<PAGE>
EXHIBIT D
FORM OF SERVICER'S CERTIFICATE
----------------, ------
(month) (year)
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC Multi-Class Pass-Through Certificates,
Series 1998-16
Pursuant to the Pooling and Servicing Agreement dated
as of September 1, 1998 (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 $________
(4) Aggregate Principal Prepayments in full
received in the applicable Prepayment
Period:
(a) Principal $________
(b) Interest $________
(c) Total $________
<PAGE>
(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: $________
(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: $________
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(14) Accrued Certificate Interest, Unpaid Class
Interest Shortfalls and Pay-out Rate:
Class A1 $__________ $__________ ____%
Class A2 $__________ $__________ ____%
Class A3 $__________ $__________ ____%
Class A4 $__________ $__________ ____%
Class A5 $__________ $__________ ____%
Class A6 $__________ $__________ ____%
Class M $__________ $__________ ____%
Class B1 $__________ $__________ ____%
Class B2 $__________ $__________ ____%
Class B3 $__________ $__________ ____%
Class B4 $__________ $__________ ____%
Class B5 $__________ $__________ ____%
Class R $__________ $__________ ____%
Class RL $__________ $__________ ____%
(15) Principal distributable:
Class A1 $__________
Class A2 $__________
Class A3 $__________
Class A5 $__________
Class A6 $__________
Class PO $__________
Class M $__________
Class B1 $__________
Class B2 $__________
Class B3 $__________
Class B4 $__________
Class B5 $__________
Class R $__________
Class RL $__________
(16) Additional distributions to the Class RL
Certificates pursuant to Sections 2.05(d)
and the Class R Certificates pursuant to
Section 4.01(b):
Class RL $__________
Class R $__________
(18) Distributions Allocable to Unanticipated Recoveries:
D-3
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Class A1 __________
Class A2 __________
Class A3 __________
Class A5 __________
Class A6 __________
Class PO __________
Class M __________
Class B1 __________
Class B2 __________
Class B3 __________
Class B4 __________
Class B5 __________
Class R __________
Class RL __________
B. Other Amounts:
1. Senior Percentage for such Distribution
Date: _____________%
2. Senior Prepayment Percentage for such
Distribution Date: _____________%
3. Junior Percentage for such Distribution
Date: _____________%
4. Junior Prepayment Percentage for such
Distribution Date: _____________%
5. Class A3 Senior Percentage for such
Distribution Date: _____________%
6. Class A3 Senior Prepayment Distribution
Percentage for such Distribution Date: _____________%
7. Subordinate Certificate Writedown Amount for
such Distribution Date: $_____________
8. Prepayment Distribution Triggers satisfied: Yes No
--- --
Class B1 _____ _____
Class B2 _____ _____
Class B3 _____ _____
Class B4 _____ _____
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Class B5 _____ _____
9. Base Servicing Fee: $___________
10. Supplemental Servicing Fee: $___________
Capitalized terms used in this Certificate shall have
the same meanings as in the Agreement.
D-5
<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, 1998, 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
Trustee or the Company to any obligation in addition to those
undertaken in the Agreement (provided, however, that the Trustee
<PAGE>
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:
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<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 1998-16.
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 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.
<PAGE>
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, 1998,
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)
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
F-2
<PAGE>
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.
F-3
<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__.
F-4
<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 1998-16
__________________________________
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 1998-16
__________________________________
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, 1998
(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
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.]
I-2
<PAGE>
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:
I-3
<PAGE>
EXHIBIT J
FORM OF DISTRIBUTION DATE STATEMENT
_____________, _______
(month) (year)
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC Multi-Class Pass-Through Certificates,
Series 1998-16
Pursuant to the Pooling and Servicing Agreement dated
as of September 1, 1998 (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 A5 $__________
Class A6 $__________
Class PO $__________
Class M $__________
Class B1 $__________
Class B2 $__________
Class B3 $__________
Class B4 $__________
Class B5 $__________
Class R $__________
Class RL $__________
(2) Aggregate principal prepayments included in
distribution:
Class A1 $__________
Class A2 $__________
Class A3 $__________
Class A5 $__________
Class A6 $__________
Class PO $__________
Class M $__________
<PAGE>
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 M $__________ ____%
Class B1 $__________ ____%
Class B2 $__________ ____%
Class B3 $__________ ____%
Class B4 $__________ ____%
Class B5 $__________ ____%
Class R $__________ ____%
Class RL $__________ ____%
(4) Amount of distribution allocable to Unanticipated
Recoveries:
Class A1 $__________ ____%
Class A2 $__________ ____%
Class A3 $__________ ____%
Class A5 $__________ ____%
Class A6 $__________ ____%
Class PO $__________ ____%
Class M $__________ ____%
Class B1 $__________ ____%
Class B2 $__________ ____%
Class B3 $__________ ____%
Class B4 $__________ ____%
Class B5 $__________ ____%
Class R $__________ ____%
Class RL $__________ ____%
(5) Servicing Compensation: $__________
The amounts below are for the aggregate of all
Certificates:
J-2
<PAGE>
(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 PO $__________ $__________
Class M $__________ $__________
Class B1 $__________ $__________
Class B2 $__________ $__________
Class B3 $__________ $__________
Class B4 $__________ $__________
Class B5 $__________ $__________
Class R $__________ $__________
Class RL $__________ $__________
(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 $__________ __________
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<PAGE>
(10) Aggregate Scheduled Principal
Balance and number of replaced
Mortgage Loans: $__________ __________
(11) Aggregate Scheduled Principal
Balance and number of modified
Mortgage Loans: $__________ __________
(12) Senior Percentage for such
Distribution Date: __________%
(13) Senior Prepayment Percentage
for such Distribution Date: __________%
(14) Class A3 Percentage for such
Distribution Date: __________%
(15) Class A3 Prepayment Distribution
Percentage for such Distribution Date: __________%
(16) Junior Percentage for such Distribution
Date: __________%
(17) Junior Prepayment Percentage for
such Distribution Date: __________%
Capitalized terms used in this Statement shall have
the same meanings as in the Agreement.
J-4
<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
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
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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.
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
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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
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
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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
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
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
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<PAGE>
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
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
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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 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
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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 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
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Exemption) of the Trustee, provided that the contents of any such
notification shall be kept confidential by the parties to this
Agreement.
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 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
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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 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.
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Section 4.02. Counterparts. This Agreement may be executed
simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument.
Section 4.03. Governing Law. This Agreement shall be
construed in accordance with the laws of the State of New York
and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
Section 4.04. Notices. All demands, notices and direction
hereunder shall be in writing or by telecopy and shall be deemed
effective upon receipt to:
(a) in the case of the Company, with respect to notices
pursuant to Sections 2.02 and 2.03 hereto,
GE Capital Mortgage Services, Inc.
2000 West Loop South
Suite 1917
Houston, Texas 77027
Attention: Mark Pendergrass
Telephone: (713) 964-4207
Facsimile: (713) 964-4100
with respect to all other notices pursuant to this Agreement,
GE Capital Mortgage Services, Inc.
Three Executive Campus
Cherry Hill, New Jersey 08002
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:----------------------
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with respect to all other notices pursuant to this Agreement,
--------------------------------
--------------------------------
--------------------------------
Attention:----------------------
Telephone:----------------------
Facsimile:----------------------
or such other address as may hereafter be furnished in writing by
the Purchaser, or
(c) in the case of the Trustee,
State Street Bank and Trust Company
Corporate Trust Department
Two International Place, Fifth Floor
Boston, Massachusetts 02110
Attention: Karen Beard
Telephone: (617) 664-5465
Facsimile: (617) 664-5367
Section 4.05. Severability of Provisions. If any one or
more of the covenants, agreements, provisions or terms of this
Agreement shall be for any reason whatsoever, including
regulatory, held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the
other provisions of this Agreement.
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.
K-12
<PAGE>
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.]
K-13
<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:
K-12
<PAGE>
EXHIBIT L
FORM OF LOST NOTE AFFIDAVIT AND AGREEMENT
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 ("Mortgage Note") which evidences
the obligation of the borrower(s) to repay the Mortgage
Loan:
Loan Number: ___________________________________
Mortgage Note Date:_____________________________
Borrower(s): ___________________________________
Original Payee (if not the Company): ___________
Original Amount:________________________________
Mortgage Rate: _________________________________
Address of Mortgaged Property: _________________
_________________________________________________
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 executed original
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. Without limiting the generality of the rights and
remedies of the Trustee contained in the Agreement, 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
<PAGE>
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. In addition, 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 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 the Mortgage Note or any claim by any third party
who is the holder of such indebtedness by virtue of possession of
the Mortgage Note.
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: _______________________
______________________________
(signature)
______________________________
(print name)
______________________________
(print title)
L-2
<PAGE>
State of New Jersey )
)ss:
)
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]
L-3
<PAGE>
EXHIBIT M
SCHEDULE OF DESIGNATED LOANS
None
<PAGE>
EXHIBIT N
SCHEDULE OF PLEDGED ASSET MORTGAGE LOANS
<PAGE>
EXHIBIT O
SENIOR PRINCIPAL PRIORITIES
<PAGE>
third, to the Senior Certificates (other than the
Class A4 Certificates), in reduction of the Class Certificate
Principal Balances thereof, to the extent of remaining funds,
concurrently, as follows:
(a) to the Class PO Certificates, the Class PO
Principal Distribution Amount for such Distribution Date,
until the Class Certificate Principal Balance thereof has
been reduced to zero; and
(b) to the Class A1, Class A2, Class A3, Class A5,
Class A6, Class R and Class RL Certificates, the Senior
Optimal Principal Amount (as defined herein) for such
Distribution Date, concurrently:
(i) to the Class A6 Certificates, approximately
43.65242880331% of the Senior Optimal Principal Amount
for such Distribution Date, until the Class Certificate
Principal Balance thereof has been reduced to zero; and
(ii) to the Class Al, Class A2, Class A3, Class
A5, Class R and Class RL Certificates, approximately
56.34757119669% of the Senior Optimal Principal Amount
for such date, concurrently as follows:
(A) to the Class A3 Certificates (the "Group
II Senior Certificates"), the Class A3 Principal
Distribution Amount (as defined herein) for such
Distribution Date, until the Class Certificate
Principal Balance thereof has been reduced to
zero; and
(B) to the Class Al, Class A2, Class A5,
Class R and Class RL Certificates (together, the
"Group I Senior Certificates"), (x) the amount set
forth in clause (ii) above for such Distribution
Date less (y) the Class A3 Principal Distribution
Amount for such Distribution Date, in the
following order of priority:
(x) pro rata, to the Class R and Class
RL Certificates, until the Class Certificate
Principal Balances thereof have each been
reduced to zero;
(y) pro rata, to the Class Al and Class
A5 Certificates, until the Class Certificate
Principal Balances thereof have each been
reduced to zero; and
(z) to the Class A2 Certificates, until
the Class Certificate Principal Balance
thereof has been reduced to zero.
O-2
