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) January 29, 1998
GE CAPITAL MORTGAGE SERVICES, INC.
(as Seller and Servicer under the Pooling and
Servicing Agreement, dated as of January 1, 1998,
providing for the issuance of REMIC Multi-Class
Pass-Through Certificates, Series 1998-3)
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 January 29, 1998 GE Capital Mortgage Services, Inc. ("GECMSI")
offered to investors certain classes of its REMIC Multi-Class
Pass-Through Certificates, Series 1998-3 (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 1998-3") 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 January 22, 1998 as supplemented
by the Prospectus Supplement dated January 27, 1998.
The original principal balance of each Class of the Certificates
is as follows:
Class A1 $62,000,000.00
Class A2 $12,470,000.00
Class A3 $21,278,000.00
Class A4 $15,738,000.00
Class A5 $15,670,000.00
Class A6 (1)
Class A7 $34,507,000.00
Class A8 $120,000,000.00
Class A9 $7,904,800.00
Class A10 $10,900,000.00
Class PO $120,239.08
Class M $5,493,000.00
Class B1 $3,139,000.00
Class B2 $1,570,000.00
Class B3 $1,570,000.00
Class B4 $471,000.00
Class B5 $1,099,115.95
Class R $100.00
Class RL $100.00
---------------
Total : $313,930,355.03
(1) The Class A6 Certificates will be interest-only
Certificates. Interest will accrue on the Class A6
Certificates on the aggregate Notional Principal Balance of
$6,981,000.00.
The initial Junior Percentage and initial Senior Percentage for
Pool 1998-3 are approximately 4.25% and 95.75%, respectively. The
"Bankruptcy Loss Amount," the "Fraud Loss Amount" and the
"Special Hazard Loss Amount" for Pool 1998-3 as of the initial
issuance of the Certificates are approximately $123,439,
$3,139,304 and $3,139,304, respectively, representing
approximately 0.04%, 1.00%, and 1.00%, respectively, of the
aggregate Scheduled Principal Balances of the Mortgage Loans as
of January 1, 1998 (the "Cut-off Date").
2
<PAGE>
Description of the Mortgage Pool and the Mortgaged Properties
Pool 1998-3
Pool 1998-3 consists primarily of fixed-rate, fully-amortizing
conventional Mortgage Loans evidenced by Mortgage Notes which
have original maturities of 20 to 30 years and an aggregate
outstanding Scheduled Principal Balance as of the Cut-off Date,
after deducting payments of principal due on or before such date
and prepayments of principal received before such date, of
$313,930,355.03.
The interest rates (the "Mortgage Rates") borne by the 1,039
Mortgage Loans conveyed by GECMSI to Pool 1998-3 range from
6.875% to 9.000% and the weighted average Mortgage Rate as of the
Cut-off Date is 7.6516% 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 1998-3 ranged from
$58,500.00 to $1,000,000.00, and, as of the Cut-off Date, the
average outstanding Scheduled Principal Balance of the Mortgage
Loans in Pool 1998-3 is $302,146.64, 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 1998-3 is April
1994, and the latest scheduled maturity date of any such Mortgage
Loan is January 2028. The weighted average loan-to-value ratio of
the Mortgage Loans as of the Cut-off Date in Pool 1998-3 is
76.6824%.
3
<PAGE>
The Mortgage Loans in Pool 1998-3 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 1998-3:
AGGREGATE % OF
BALANCES POOL BY
MORTGAGE # OF AS OF AGGREGATE
RATES LOANS CUT-OFF DATE BALANCE
-------- ----- ------------ ---------
6.8750% 1 $243,000.00 0.0774%
7.0000% 5 $1,330,561.28 0.4238%
7.1250% 12 $3,881,707.19 1.2365%
7.2500% 75 $23,286,385.32 7.4177%
7.3750% 124 $36,983,756.58 11.7809%
7.5000% 198 $59,827,147.56 19.0575%
7.5800% 1 $294,567.74 0.0938%
7.6250% 163 $48,431,912.64 15.4276%
7.7500% 201 $62,241,853.99 19.8267%
7.8750% 137 $40,788,101.24 12.9927%
8.0000% 55 $15,808,339.32 5.0356%
8.1250% 24 $7,573,015.00 2.4123%
8.1500% 1 $223,626.74 0.0712%
8.2500% 27 $8,983,964.34 2.8618%
8.3750% 7 $1,647,709.09 0.5249%
8.5000% 7 $2,299,257.00 0.7324%
9.0000% 1 $85,450.00 0.0272%
---- --------------- ---------
Total 1,039 $313,930,355.03 100.0000%
4
<PAGE>
b) The following table sets forth information, as of the
Cut-off Date, with respect to the original principal
balances of the Mortgage Loans in Pool 1998-3:
AGGREGATE % OF
BALANCES POOL BY
ORIGINAL # OF AS OF AGGREGATE
BALANCES LOANS CUT-OFF DATE BALANCE
-------- ----- ------------ ---------
$ 0 - 227,150 86 $14,485,264.88 4.6142%
$227,151 - 250,000 221 $52,919,222.13 16.8570%
$250,001 - 300,000 362 $98,700,699.76 31.4402%
$300,001 - 350,000 159 $51,708,688.30 16.4714%
$350,001 - 400,000 75 $28,038,434.77 8.9314%
$400,001 - 450,000 53 $22,468,269.58 7.1571%
$450,001 - 600,000 64 $32,686,278.99 10.4120%
$600,001 - 650,000 16 $10,141,579.27 3.2305%
$650,001 - 1,000,000 + 3 $2,781,917.35 0.8862%
---- --------------- ---------
Total 1,039 $313,930,355.03 100.0000%
The largest outstanding Scheduled Principal Balance of any
Mortgage Loan, as of the Cut-off Date, in Pool 1998-3 is
$998,653.56.
The smallest outstanding Scheduled Principal Balance of any
Mortgage Loan, as of the Cut-off Date, in Pool 1998-3 is
$58,500.00.
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 1998-3:
AGGREGATE % OF
BALANCES POOL BY
YEAR OF # OF AS OF AGGREGATE
ORIGINATION LOANS CUT-OFF DATE BALANCE
----------- ----- ------------ ---------
1994 2 $465,226.72 0.1482%
1996 5 $1,333,014.92 0.4246%
1997 1032 $312,132,113.39 99.4272%
---- --------------- ---------
Total 1,039 $313,930,355.03 100.0000%
5
<PAGE>
d) The following table sets forth information, as of the
Cut-off Date, with respect to the loan-to-value ratios of
the Mortgage Loans at origination in Pool 1998-3:
LOAN- AGGREGATE % OF
TO-VALUE BALANCES POOL BY
RATIO AT # OF AS OF AGGREGATE
ORIGINATION LOANS CUT-OFF DATE BALANCE
----------- ----- ------------ ---------
00.000 - 50.00 29 $9,098,948.74 2.8984%
50.001 - 60.00 42 $12,520,196.04 3.9882%
60.001 - 70.00 113 $36,732,519.37 11.7008%
70.001 - 75.00 151 $50,067,740.87 15.9487%
75.001 - 80.00 524 $156,894,258.79 49.9775%
80.001 - 85.00 19 $5,139,643.12 1.6372%
85.001 - 90.00 97 $27,125,858.85 8.6407%
90.001 - 95.00 64 $16,351,189.25 5.2085%
95.001 - 100.00 0 $0.00 0.0000%
---- --------------- ---------
Total 1,039 $313,930,355.03 100.0000%
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 1998-3:
AGGREGATE % OF
BALANCES POOL BY
TYPE OF # OF AS OF AGGREGATE
DWELLING LOANS CUT-OFF DATE BALANCE
- -------- ----- ------------ ---------
Single-family
detached 967 $293,277,091.59 93.4211%
Single-family
attached 38 $11,584,040.80 3.6900%
Condominium 26 $7,013,650.73 2.2341%
2 - 4 Family Units 8 $2,055,571.91 0.6548%
---- --------------- ---------
Total 1,039 $313,930,355.03 100.0000%
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 1998-3:
AGGREGATE % OF
BALANCES POOL BY
# OF AS OF AGGREGATE
OCCUPANCY LOANS CUT-OFF DATE BALANCE
- --------- ----- ------------ ---------
Owner Occupied 1007 $305,277,991.35 97.2439%
Vacation 19 $6,168,790.68 1.9650%
Investment 13 $2,483,573.00 0.7911%
---- --------------- ---------
Total 1,039 $313,930,355.03 100.0000%
6
<PAGE>
g) The following table sets forth information, as of the
Cut-off Date, with respect to the geographic distribution of
the Mortgaged Properties securing the Mortgage Loans in Pool
1998-3:
AGGREGATE % OF
BALANCES POOL BY
# OF AS OF AGGREGATE
STATE LOANS CUT-OFF DATE BALANCE
- ----- ----- ------------ ---------
Alaska 1 $333,750.00 0.1063%
Alabama 4 $1,484,567.74 0.4729%
Arizona 23 $7,112,785.23 2.2657%
California 500 $155,770,651.81 49.6197%
Colorado 25 $7,267,907.40 2.3151%
Connecticut 9 $2,664,581.88 0.8488%
District of Columbia 3 $797,850.79 0.2541%
Florida 24 $6,686,483.82 2.1299%
Georgia 25 $7,051,537.35 2.2462%
Hawaii 2 $567,679.98 0.1808%
Iowa 2 $591,668.52 0.1885%
Idaho 1 $229,682.40 0.0732%
Illinois 27 $8,218,462.18 2.6179%
Indiana 3 $937,681.08 0.2987%
Kansas 1 $291,783.29 0.0929%
Kentucky 1 $227,543.29 0.0725%
Louisiana 4 $1,228,125.41 0.3912%
Massachusetts 38 $12,447,698.25 3.9651%
Maryland 59 $15,341,522.34 4.8869%
Michigan 4 $1,071,197.25 0.3412%
Minnesota 7 $1,965,725.39 0.6262%
Missouri 2 $690,689.49 0.2200%
North Carolina 8 $2,045,284.15 0.6515%
New Hampshire 1 $460,000.00 0.1465%
New Jersey 51 $16,643,702.37 5.3018%
New Mexico 4 $1,450,934.28 0.4622%
Nevada 12 $3,326,066.61 1.0595%
New York 18 $5,697,561.93 1.8149%
Ohio 3 $1,296,192.11 0.4129%
Oklahoma 1 $271,127.00 0.0864%
Oregon 6 $1,801,781.17 0.5739%
Pennsylvania 31 $9,467,705.28 3.0159%
Rhode Island 2 $547,415.51 0.1744%
South Carolina 1 $250,000.00 0.0796%
South Dakota 1 $239,952.81 0.0764%
Tennessee 6 $2,065,604.42 0.6580%
Texas 35 $8,951,220.39 2.8513%
Utah 6 $1,771,953.87 0.5644%
Virginia 56 $15,983,403.88 5.0914%
Vermont 3 $750,987.59 0.2392%
Washington 26 $7,102,659.71 2.2625%
Wisconsin 3 $827,227.06 0.2635%
---- --------------- ---------
Total 1,039 $313,930,355.03 100.0000%
7
<PAGE>
h) The following table sets forth information, as of the
Cut-off Date, with respect to the maturity dates of the
Mortgage Loans in Pool 1998-3:
AGGREGATE % OF
BALANCES POOL BY
YEAR OF # OF AS OF AGGREGATE
MATURITY LOANS CUT-OFF DATE BALANCE
-------- ----- ------------ ---------
2017 5 $1,318,344.76 0.4199%
2018 3 $442,000.00 0.1408%
2022 3 $914,508.58 0.2913%
2024 2 $465,226.72 0.1482%
2026 4 $1,003,237.91 0.3196%
2027 752 $227,620,573.54 72.5067%
2028 270 $82,166,463.52 26.1735%
---- --------------- ---------
Total 1,039 $313,930,355.03 100.0000%
The weighted average scheduled remaining term to maturity of the
Mortgage Loans in Pool 1998-3 calculated as of the Cut-off Date
is 358 months.
i) The following table sets forth information, as of the
Cut-off Date, with respect to the purpose of the Mortgage
Loans in Pool 1998-3:
AGGREGATE % OF
BALANCES POOL BY
PURPOSE # OF AS OF AGGREGATE
OF LOAN LOANS CUT-OFF DATE BALANCE
- ------- ----- ------------ ---------
Purchase 613 $180,434,734.71 57.4761%
Rate Term/Refinance 346 $107,292,645.61 34.1772%
Cash-out Refinance 80 $26,202,974.71 8.3467%
---- --------------- ---------
Total 1,039 $313,930,355.03 100.0000%
8
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND
EXHIBITS.
1.1 The Underwriting Agreement, dated as of April 24,
1995, and the related Terms Agreement, dated as of
January 27, 1998, for certain of the Series 1998-3
Certificates between GE Capital Mortgage Services,
Inc. and PaineWebber Incorporated.
1.2 The Underwriting Agreement, dated as of October
23, 1995, and the related Terms Agreement, dated
as of January 27, 1998, for certain of the Series
1998-3 Certificates between GE Capital Mortgage
Services, Inc. and Salomon Brothers Inc.
4.1 The Pooling and Servicing Agreement for the Series
1998-3 Certificates, dated as of January 1, 1998,
between GE Capital Mortgage Services, Inc., as seller
and servicer, and State Street Bank and Trust Company,
as trustee.
9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GE Capital Mortgage Services, Inc.
By: /s/ Jeffrey R. Taylor
--------------------------
Name: Jeffrey R. Taylor
Title: Vice President
Dated as of January 29, 1998
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GE Capital Mortgage Services, Inc.
By:
--------------------------
Name: Jeffrey R. Taylor
Title: Vice President
Dated as of January 29, 1998
11
<PAGE>
EXHIBIT INDEX
The exhibits are being filed herewith:
- --------------------------------------------------------------------------
EXHIBIT NO. DESCRIPTION PAGE
- --------------------------------------------------------------------------
1.1 The Underwriting Agreement,
dated as of April 24, 1995, and the
related Terms Agreement, dated as
of January 27, 1998, for certain of
the Series 1998-3 Certificates
between GE Capital Mortgage
Services, Inc. and PaineWebber
Incorporated.
1.2 The Underwriting Agreement,
dated as of October 23, 1995, and
the related Terms Agreement,
dated as of January 27, 1998, for
certain of the Series 1998-3
Certificates between GE Capital
Mortgage Services, Inc. and
Salomon Brothers Inc.
4.1 The Pooling and Servicing
Agreement for the Series 1998-3
Certificates, dated as of January 1,
1998, between GE Capital
Mortgage Services, Inc., as seller
and servicer, and State Street
Bank and Trust Company, as
trustee.
- --------------------------------------------------------------------------
12
EXECUTION
GE CAPITAL MORTGAGE SERVICES, INC.
PASS-THROUGH CERTIFICATES
(Issuable in Series)
UNDERWRITING AGREEMENT
PaineWebber Incorporated New York, New York
1285 Avenue of the Americas April 24, 1995
New York, New York 10019
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.
Whenever the Company determines to make an offering of
Certificates (each, a "Certificate Offering") pursuant to this
<PAGE>
Agreement through you, it will enter into an agreement with you
(the "Terms Agreement") providing for the sale of specified
Classes of Offered Certificates (as defined below) to, and the
purchase and public offering thereof by, you. Each such
Certificate Offering which the Company elects to make pursuant to
this Agreement shall be governed by this Agreement, as
supplemented by the related Terms Agreement. Each Terms
Agreement, which shall be substantially in the form of Exhibit A
hereto, shall specify, among other things, the Classes of
Certificates to be purchased by the Underwriter (the "Offered
Certificates"), the principal balance or balances of the Offered
Certificates, each subject to any stated variance, and the price
or prices at which such Offered Certificates are to be purchased
by the Underwriter from the Company.
1. Representations and Warranties. (a) The Company
represents and warrants to and agrees with the Underwriter, as of
the date of the related Terms Agreement, that:
(i) The registration statement specified in
the related Terms Agreement, on Form S-3, including a
prospectus, has been filed with the Securities and
Exchange Commission (the "Commission") for the
registration under the Securities Act of 1933, as
amended (the "Act"), of pass-through certificates
issuable in series, which registration statement has
been declared effective by the Commission. Such
registration statement, as amended to the date of the
related Terms Agreement, including any documents
incorporated by reference therein pursuant to Item 12
of Form S-3 under the Act which were filed under the
Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on or before the effective date of the
Registration Statement, is hereinafter called the
"Registration Statement," and such prospectus, as such
prospectus is supplemented by a prospectus supplement
relating to the Offered Certificates of the related
Series, each in the form first filed after the date of
the related Terms Agreement pursuant to Rule 424(b)
under the Act, including any documents incorporated by
reference therein pursuant to Item 12 of Form S-3 under
the Act which were filed under the Exchange Act on or
before the date of such Prospectus Supplement (other
than any such incorporated documents that relate to
Collateral Term Sheets (as defined herein)) (such
prospectus supplement, including such incorporated
documents (other than those that relate to Collateral
Term Sheets), in the form first filed after the date of
the related Terms Agreement pursuant to Rule 424(b) is
hereinafter called the "Prospectus Supplement"), is
hereinafter called the "Prospectus". Any reference
herein to the terms "amend," "amendment" or
2
<PAGE>
"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
Prospectus (or any amendment thereof or supplement
thereto).
3
<PAGE>
(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
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
4
<PAGE>
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").
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
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
5
<PAGE>
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
judgement 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
6
<PAGE>
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
Prospectus other than any amendments or supplements of such
Computational Materials or Structural Term Sheets that are
furnished to the Company by the Underwriter pursuant to
Section 8(e) hereof or any amendments or supplements of such
Collateral Term Sheets that are furnished to the Company by
the Underwriter pursuant to Section 9(d) hereof which the
Company determines to file in accordance therewith.
(d) The Company will furnish to the Underwriter
and counsel for the Underwriter, without charge, as many
7
<PAGE>
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
the Underwriter, insured to the satisfaction of the
Underwriter (it being understood that, except as provided in
this paragraph (f) and in Section 7 hereof, the Underwriter
will pay all its own costs and expenses, including the fees
of Brown & Wood, counsel for the Underwriter, transfer taxes
on resale of any Offered Certificates by it, advertising
expenses connected with any offers that it may make, the
fees of KPMG Peat Marwick with respect to its letters
furnished pursuant to Section 6(i) of the Agreement and any
letter furnished pursuant to the last sentence of Section
8
<PAGE>
6(h) hereof, the fees of any firm of public accountants
selected by the Underwriter with respect to their letter
furnished pursuant to Section 8(c) of the Agreement and any
other costs and expenses specified in the related Terms
Agreement as "Additional Expenses").
6. Conditions to the Obligations of the Underwriter.
The obligations of the Underwriter to purchase the Offered
Certificates of any Series shall be subject to the accuracy in
all material respects of the representations and warranties on
the part of the Company contained in this Agreement, as
supplemented by the related Terms Agreement, as of the respective
dates thereof and the related Closing Date, to the accuracy of
the statements of the Company made in any applicable officers'
certificates pursuant to the provisions hereof, to the
performance by the Company of its obligations under this
Agreement and such Terms Agreement and to the following
additional conditions applicable to the related Certificate
Offering:
(a) No stop order suspending the effectiveness of
the related Registration Statement shall have been issued
and no proceedings for that purpose shall have been
instituted or threatened.
(b) Cleary, Gottlieb, Steen & Hamilton, counsel
for the Company, shall have furnished to the Underwriter an
opinion, dated the related Closing Date, to the effect that:
(i) this Agreement and the related
Terms Agreement have been duly authorized, executed and
delivered by the Company;
(ii) the related Pooling and Servicing
Agreement has been duly authorized, executed and
delivered by the Company and is a legal, valid and
binding agreement of the Company enforceable against
the Company in accordance with its terms;
(iii) the issuance of the Certificates of the
related Series and sale of the related Offered
Certificates has been duly authorized by the Company
and the Certificates of such Series, when duly
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
9
<PAGE>
under the Investment Company Act of 1940, as amended;
(v) the related Registration Statement has
become effective under the Act, and, to the best of the
knowledge of such counsel, no stop order suspending the
effectiveness of such Registration Statement has been
issued and no proceedings for that purpose have been
instituted or are pending or contemplated by the
Commission under the Act; such Registration Statement
and the related Prospectus, and each amendment or
supplement thereto (except the financial statements and
schedules and other financial and statistical data
included therein and the documents incorporated by
reference therein) applicable to the related Offered
Certificates and the obligations of the Company
relating thereto, as of their respective effective or
issue dates, 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 any document
incorporated by reference therein), as of the date it
became effective, or such Registration Statement
(except as aforesaid, and except the financial
statements and schedules and statistical data included
therein and the documents incorporated by reference
therein) as of the date the most recent post-effective
amendment thereto, if any, became effective, contained
any untrue statement of a material fact or omitted to
state any material fact required to be stated therein
or necessary to make the statements therein not
misleading or (B) such Prospectus (except any document
incorporated by reference therein) or any amendment or
supplement thereto (except as aforesaid, and except the
financial statements and schedules and statistical data
included therein and the documents incorporated by
reference therein), as of their respective issue dates
or at the related Closing Date, contained or contains
any untrue statement of a material fact or omitted or
omits to state any material fact necessary in order to
make the statements therein, in 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;
10
<PAGE>
(vii) the statements 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 the 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
"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
11
<PAGE>
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 laws of
the United States.
(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;
(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
12
<PAGE>
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.
(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
13
<PAGE>
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
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
14
<PAGE>
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,
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
15
<PAGE>
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
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,
16
<PAGE>
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
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.
17
<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
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,
18
<PAGE>
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
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.
19
<PAGE>
(b) The Underwriter agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers
who signs the Registration Statement relating to the Offered
Certificates of the applicable Series, and each person who
controls the Company within the meaning of the Act or the
Exchange Act to the same extent as the foregoing indemnities from
the Company to the Underwriter, but only with reference to (A)
written information furnished to the Company by or on behalf of
the Underwriter specifically for use in the preparation of the
documents referred to in the foregoing indemnity with respect to
the related Series, or (B) any Computational Materials or ABS
Term Sheets (or amendments or supplements thereof) furnished to
the Company by the Underwriter pursuant to Section 8 and
incorporated by reference in such Registration Statement or the
related Prospectus or any amendment or supplement thereof (except
that no such indemnity shall be available for any losses, claims,
damages or liabilities, or actions in respect thereof, resulting
from any Mortgage Pool Error, other than a Corrected Mortgage
Pool Error). This indemnity agreement will be in addition to any
liability which the Underwriter may otherwise have. The Company
acknowledges that the statements set forth in the second sentence
of the ante-penultimate paragraph, the first sentence of the
penultimate paragraph, and in the last paragraph appearing on the
cover page of the related Prospectus Supplement as such
statements relate to such Offered Certificates and the second
sentence of the first paragraph under the heading "Plan of
Distribution" in such Prospectus Supplement as such statements
relate to such Offered Certificates constitute the only
information furnished in writing by or on behalf of the
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
20
<PAGE>
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
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
21
<PAGE>
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
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
22
<PAGE>
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:
(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
23
<PAGE>
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, except as otherwise disclosed by the Underwriter
to the Company in writing prior to the date hereof, all
Computational Materials and Structural Term Sheets
furnished to prospective investors (and all written and
electronic materials furnished to prospective investors
on which the Computational Materials are based)
included a disclaimer to the effect set forth in
Section 8(d); and
(v) at the time any Computational Materials (or any
written or electronic materials furnished to
prospective investors on which the Computational
Materials are based) with respect to such Offered
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
24
<PAGE>
Mortgage Pool Error or materials superseding or correcting such
Corrected Mortgage Pool Error).
(c) The Underwriter shall cause a firm of public
accountants to furnish to the Company a letter, dated as of the
date on which the Underwriter delivers any Computational
Materials (which term shall be deemed to include, for purposes of
this paragraph (c), calculated statistical information delivered
to prospective investors in the form of a Structural Term Sheet)
to the Company pursuant to Section 8(a), in form and substance
satisfactory to the Company, stating in effect that they have
verified the mathematical accuracy of any calculations performed
by the Underwriter and set forth in such Computational Materials.
(d) The Underwriter acknowledges and agrees that the
Company has not authorized and will not authorize the
distribution of any Computational Materials (or any written or
electronic materials on which the Computational Materials are
based) or Structural Term Sheets to any prospective investor, and
agrees that any Computational Materials or Structural Term Sheets
with respect to any Series of Certificates furnished to
prospective investors from and after 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.
(e) If, at any time when a prospectus relating to the
Offered Certificates of a Series is required to be delivered
under the Act, it shall be necessary to amend or supplement the
related Prospectus as a result of an untrue statement of a
material fact contained in any Computational Materials or
Structural Term Sheets provided by the Underwriter pursuant to
this Section 8 or the omission to state therein a material fact
required, when considered in conjunction with the related
Prospectus and Prospectus Supplement, to be stated therein or
necessary to make the statements therein, when read in
conjunction with the related Prospectus and Prospectus
Supplement, not misleading, or if it shall be necessary to amend
or supplement any Current Report relating to any Computational
Materials or Structural Term Sheets to comply with the Act or the
rules thereunder, the Underwriter promptly will prepare and
furnish to the Company for filing with the Commission an
amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance. The
Underwriter represents and warrants to the Company, as of the
date of delivery of such amendment or supplement to the Company,
25
<PAGE>
that such amendment or supplement will not include any untrue
statement of a material fact or, when read in conjunction with
the related Prospectus and Prospectus Supplement, omit to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading. 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 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
26
<PAGE>
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(d).
Notwithstanding the foregoing, the Underwriter makes no
representation or warranty as to whether any Collateral Term
Sheet included or will include any untrue statement or material
omission resulting directly from any Mortgage Pool Error (except
any Corrected Mortgage Pool Error, with respect to materials
prepared after the receipt by the Underwriter from the Company of
notice of such Corrected Mortgage Pool Error or materials
superseding or correcting such Corrected Mortgage Pool Error).
(c) The Underwriter acknowledges and agrees that any
Collateral Term Sheets with respect to any Series of Certificates
furnished to prospective investors from and after the date hereof
shall include a disclaimer in form satisfactory to the Company to
the effect set forth in Section 8(d) hereof, and to the effect
that the information contained in such materials supersedes the
information contained in any prior Collateral Term Sheet with
respect to such Series of Offered Certificates and will be
superseded by the description of the related Mortgage Loans in
the related Prospectus Supplement and in the Detailed Description
relating to such Prospectus Supplement to be filed under cover of
27
<PAGE>
Form 8-K. The Underwriter agrees that it will not represent to
prosective 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. 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
28
<PAGE>
of the United States is such as to make it, in the reasonable
judgment of the Underwriter, impracticable to market such Offered
Certificates.
11. Representations and Indemnities to Survive
Delivery. The agreements, representations, warranties,
indemnities and other statements of the Company or its officers
and of the Underwriter set forth in or made pursuant to this
Agreement and the related Terms Agreement will remain in full
force and effect, regardless of any investigation made by or on
behalf of the Underwriter or the Company or any of the officers,
directors or controlling persons referred to in Section 7 hereof,
and will survive delivery of and payment for the related Offered
Certificates. The provisions of Section 7 hereof shall survive
the termination or cancellation of this Agreement and the related
Terms Agreement.
12. Successors. This Agreement and the related Terms
Agreement will inure to the benefit of and be binding upon the
parties hereto and thereto and their respective successors and
the officers, directors and controlling persons referred to in
Section 7 hereof, and their successors and assigns, and no other
person will have any right or obligation hereunder or thereunder.
No purchaser of any Offered Certificate from the Underwriter
shall be deemed a successor or assign by reason of such purchase.
13. APPLICABLE LAW. THIS AGREEMENT AND THE RELATED
TERMS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED THEREIN.
14. Miscellaneous. This Agreement, as supplemented by
the related Terms Agreement, supersedes all prior and
contemporaneous agreements and understandings relating to the
subject matter hereof. This Agreement and the related Terms
Agreement or any term of each may not be changed, waived,
discharged or terminated except by an affirmative written
agreement made by the party against whom enforcement of the
change, waiver, discharge or termination is sought. The headings
in this Agreement and the related Terms Agreement are for
purposes of reference only and shall not limit or otherwise
affect the meaning hereof or thereof.
15. Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to the
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, Post
Office Box 5260, Cherry Hill, New Jersey 08002, Attention:
General Counsel.
If the foregoing is in accordance with your
29
<PAGE>
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.
PAINEWEBBER INCORPORATED
By: _____________________________
Name:
Title:
30
<PAGE>
EXHIBIT A
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES ____-__
TERMS AGREEMENT
(to Underwriting Agreement,
dated April 24, 1995
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus [Date]
Cherry Hill, NJ 08034
PaineWebber Incorporated (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 [ ]%]:
Class Principal Interest Class Purchase
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,
PAINEWEBBER INCORPORATED
By: ____________________________
Name:
Title:
The foregoing Agreement is hereby confirmed and accepted as of
the date first above written.
GE CAPITAL MORTGAGE SERVICES, INC.
By: ____________________________
Name:
Title:
A - 3
EXECUTION
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES 1998-3
TERMS AGREEMENT
(to Underwriting Agreement
dated April 24, 1995,
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus January 27, 1998
Cherry Hill, NJ 08002
PaineWebber Incorporated (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 1998-3 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 1998-3 Certificates are
registered with the Securities and Exchange Commission by means
of an effective Registration Statement (No. 333-43755).
Capitalized terms used and not defined herein have the meanings
given them in the Underwriting Agreement.
Section 1. The Mortgage Pool: The Series 1998-3
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 January 1, 1998 (the
"Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pool:
$313,930,000 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 $297,112,500 or greater than $328,387,500.
(b) Original Terms to Maturity: The original term to
maturity of substantially all of the Mortgage Loans included
in the Mortgage Pool shall be between 20 and 30 years.
<PAGE>
Section 2. The Certificates: The Offered Certificates
shall be issued as follows:
(a) Classes: The Offered Certificates shall be issued
with the following Class designations, interest rates and
principal balances, subject in the aggregate to the
variance referred to in Section 1(a):
Class
Purchase
Principal Interest Price
Class Balance Rate Percentage
- ----- ------- ---- ----------
Class A1 $62,000,000.00 7.000% 99.593800%
Class A2 12,470,000.00 6.250% 99.593800%
Class A3 21,278,000.00 6.250% 99.593800%
Class A4 15,738,000.00 6.250% 99.593800%
Class A5 15,670,000.00 6.250% 99.593800%
Class A6 (1) 7.000% 99.593800%
Class A7 34,507,000.00 7.000% 99.593800%
Class A8 120,000,000.00 7.000% 99.593800%
Class A9 7,904,800.00 7.000% 99.593800%
Class A10 10,900,000.00 7.000% 99.593800%
Class R 100.00 7.000% 99.593800%
Class RL 100.00 7.000% 99.593800%
(1) The Class A6 Certificates are issued with an initial Notional
Principal Balance of $6,981,000.00.
(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, January 29,
1998 (the "Closing Date").
Section 4. Required Ratings: The Offered Certificates
(other than the Class A6 Certificates) shall have received
Required Ratings of at least "AAA" from Fitch IBCA, Inc.
("Fitch") and Standard & Poor's Rating Services, a division of
The McGraw-Hill Companies, Inc. ("S&P"), respectively, and the
Class A6 Certificates shall have received a Required Rating of at
least "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>
Section 6. Additional Expenses. The Underwriter will
pay all expenses (e.g., shipping, postage and courier costs)
associated with the delivery of the Prospectus to prospective
investors and investors, other than the costs of delivery to the
Underwriter's facilities, provided, that if courier services
(other than overnight delivery services utilized in the ordinary
course of business) are required to ensure that the Prospectus is
delivered to investors on the day immediately preceding the
Closing Date, the Company will pay such courier expenses.
3
<PAGE>
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the
undersigned a counterpart hereof, whereupon this letter and your
acceptance shall represent a binding agreement between the
Underwriter and the Company.
Very truly yours,
PAINEWEBBER INCORPORATED
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
Salomon Brothers Inc New York, New York
Seven World Trade Center October 23, 1995
New York, New York 10048
Ladies and Gentlemen:
GE Capital Mortgage Services, Inc., a corporation
organized and existing under the laws of the State of New Jersey
(the "Company"), may offer for sale to you (the "Underwriter")
from time to time its Pass-Through Certificates evidencing
interests in pools of mortgage loans (the "Certificates"). The
Certificates may be issued in various series, and within each
series, in one or more classes, in one or more offerings on terms
determined at the time of sale (each such series, a "Series" and
each such class, a "Class"). Each Series of the Certificates will
be issued under a separate Pooling and Servicing Agreement (each,
a "Pooling and Servicing Agreement") to be dated as of the
respective cut-off date (each, a "Cut-off Date") between the
Company, as seller and servicer, and State Street Bank and Trust
Company, as trustee (the "Trustee"). Capitalized terms used but
not defined herein shall have the meanings given to them in the
related Pooling and Servicing Agreement.
The Certificates issued under each Pooling and
Servicing Agreement will represent the entire beneficial
ownership interest in a trust fund (the "Trust Fund") established
by such Pooling and Servicing Agreement. The assets of each Trust
Fund will consist primarily of a pool of conventional, fixed
rate, first lien, fully amortizing, one- to four-family
residential mortgage loans (the "Mortgage Loans") having the
original terms to maturity specified in the related Terms
Agreement referred to hereinbelow. If so specified in the related
Terms Agreement, one or more elections may be made to treat the
assets of each Trust Fund as a real estate mortgage investment
conduit (each, a "REMIC") for federal income tax purposes.
<PAGE>
Whenever the Company determines to make an offering of
Certificates (each, a "Certificate Offering") pursuant to this
Agreement through you, it will enter into an agreement with you
(the "Terms Agreement") providing for the sale of specified
Classes of Offered Certificates (as defined below) to, and the
purchase and public offering thereof by, you. Each such
Certificate Offering which the Company elects to make pursuant to
this Agreement shall be governed by this Agreement, as
supplemented by the related Terms Agreement. Each Terms
Agreement, which shall be substantially in the form of Exhibit A
hereto, shall specify, among other things, the Classes of
Certificates to be purchased by the Underwriter (the "Offered
Certificates"), the principal balance or balances of the Offered
Certificates, each subject to any stated variance, and the price
or prices at which such Offered Certificates are to be purchased
by the Underwriter from the Company.
1. Representations and Warranties. (a) The Company
represents and warrants to and agrees with the Underwriter, as of
the date of the related Terms Agreement, that:
(i) The registration statement specified
in the related Terms Agreement, on Form S-3, including
a prospectus, has been filed with the Securities and
Exchange Commission (the "Commission") for the
registration under the Securities Act of 1933, as
amended (the "Act"), of pass-through certificates
issuable in series, which registration statement has
been declared effective by the Commission. Such
registration statement, as amended to the date of the
related Terms Agreement, including any documents
incorporated by reference therein pursuant to Item 12
of Form S-3 under the Act which were filed under the
Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on or before the effective date of
the Registration Statement, is hereinafter called the
"Registration Statement," and such prospectus, as such
prospectus is supplemented by a prospectus supplement
relating to the Offered Certificates of the related
Series, each in the form first filed after the date of
the related Terms Agreement pursuant to Rule 424(b)
under the Act, including any documents incorporated by
reference therein pursuant to Item 12 of Form S-3
under the Act which were filed under the Exchange Act
on or before the date of such Prospectus Supplement
(other than any such incorporated documents that
relate to Collateral Term Sheets (as defined
herein))(such prospectus supplement, including such
incorporated documents (other than those that relate
to Collateral Term Sheets), in the form first filed
after the date of the related Terms Agreement pursuant
to Rule 424(b) is hereinafter called the "Prospectus
Supplement"), is
- 2 -
<PAGE>
hereinafter called the "Prospectus". Any reference
herein to the terms "amend," "amendment" or
"supplement" with respect to the Registration
Statement, the Prospectus or the Prospectus Supplement
shall be deemed to refer to and include the filing of
any document under the Exchange Act after the
effective date of the Registration Statement or the
issue date of the Prospectus or Prospectus Supplement,
as the case may be, deemed to be incorporated therein
by reference pursuant to Item 12 of Form S-3 under the
Act.
(ii) The related Registration Statement,
at the time it became effective, and the prospectus
contained therein, and any amendments thereof and
supplements thereto filed prior to the date of the
related Terms Agreement, conformed in all material
respects to the requirements of the Act and the rules
and regulations of the Commission thereunder; on the
date of the related Terms Agreement and on each
Closing Date (as defined in Section 3 below), the
related Registration Statement and the related
Prospectus, and any amendments thereof and supplements
thereto, will conform in all material respects to the
requirements of the Act and the rules and regulations
of the Commission thereunder; such Registration
Statement, at the time it became effective, did not
contain any untrue statement of a material fact or
omit to state a material fact required to be stated
therein or necessary to make the statements therein
not misleading; such Prospectus, on the date of any
filing pursuant to Rule 424(b) and on each Closing
Date, will not include any untrue statement of a
material fact or omit to state a material fact
necessary to make the statements therein, in the light
of the circumstances under which they are made, not
misleading; and the Detailed Description referred to
in such Prospectus, on each Closing Date and the date
of any filing thereof under cover of Form 8-K, will
not include any untrue statement of a material fact or
omit to state any information which such Prospectus
states will be included in such Detailed Description;
provided, however, that the Company makes no
representations or warranties as to the information
contained in or omitted from (A) such Registration
Statement or such Prospectus (or any supplement
thereto) in reliance upon and in conformity with
written information furnished to the Company by or on
behalf of the Underwriter specifically for use in the
preparation thereof or (B) any Current Report (as
defined in Section 5(b) below), or in any amendment
thereof or supplement thereto, incorporated by
reference in such Registration Statement or such
- 3 -
<PAGE>
Prospectus (or any amendment thereof or supplement
thereto).
(iii) The Certificates of the related
Series will conform to the description thereof
contained in the related Prospectus; will each, if
rated at the time of issuance in one of the two
highest rating categories by a nationally recognized
statistical rating organization, be when issued a
"mortgage related security" as such term is defined in
Section 3(a)(41) of the Exchange Act, and will each on
the related Closing Date be duly and validly
authorized, and, when validly executed, countersigned,
issued and delivered in accordance with the related
Pooling and Servicing Agreement and sold to you as
provided herein and in the related Terms Agreement,
will each be validly issued and outstanding and
entitled to the benefits of the related Pooling and
Servicing Agreement.
(iv) Neither the issuance nor sale of the
Certificates of the related Series nor the
consummation of any other of the transactions herein
contemplated, nor the fulfillment of the terms hereof
or of the related Terms Agreement, will conflict with
any statute, order or regulation applicable to the
Company of any court, regulatory body, administrative
agency or governmental body having jurisdiction over
the Company or with any organizational document of the
Company or any instrument or any agreement under which
the Company is bound or to which it is a party.
(v) This Agreement and the related Terms
Agreement have been duly authorized, executed and
delivered by the Company.
(vi) At or prior to the related Closing
Date, the Company will have entered into the related
Pooling and Servicing Agreement and, assuming the due
authorization, execution and delivery thereof by the
Trustee, such Pooling and Servicing Agreement (on such
Closing Date) will constitute the valid and binding
agreement of the Company enforceable in accordance
with its terms, subject as to enforceability, to
bankruptcy, insolvency, reorganization or other
similar laws affecting creditors' rights and to
general principles of equity (regardless of whether
the enforceability of such Pooling and Servicing
Agreement is considered in a proceeding in equity or
at law).
2. Purchase and Sale. Subject to the execution of
the Terms Agreement for a particular Certificate Offering and
- 4 -
<PAGE>
subject to the terms and conditions and in reliance upon the
representations and warranties set forth in this Agreement and
such Terms Agreement, the Company agrees to sell to the
Underwriter, and the Underwriter agrees to purchase from the
Company, all, but not less than all, of the related Offered
Certificates at the purchase price therefor set forth in such
Terms Agreement (the "Purchase Price").
The parties hereto agree that settlement for all
securities sold pursuant to this Agreement and the applicable
Terms Agreement shall take place on the settlement date agreed
upon at the time of the related transaction and set forth as the
"Closing Date" in such Terms Agreement and not as set forth in
Rule 15c6-1(a) of the Exchange Act.
3. Delivery and Payment. Delivery of and payment for
the Offered Certificates of a Series shall be made at the offices
of Cleary, Gottlieb, Steen & Hamilton, New York, New York, at
10:00 A.M., New York City time, on the Closing Date specified in
the related Terms Agreement, which date and time may be postponed
by agreement between the Underwriter and the Company (such date
and time being herein called the "Closing Date"). Delivery of
such Offered Certificates shall be made to the Underwriter
against payment by the Underwriter of the Purchase Price thereof
to or upon the order of the Company by wire transfer in federal
or other immediately available funds or by check payable in
federal funds, as the Company shall specify no later than five
full business days prior to such Closing Date. Unless delivery is
made through the facilities of The Depository Trust Company, the
Offered Certificates shall be registered in such names and in
such authorized denominations as the Underwriter may request not
less than two full business days in advance of each Closing Date.
The Company agrees to notify the Underwriter at least
two business days before each Closing Date of the exact principal
balance evidenced by the Offered Certificates and to have such
Offered Certificates available for inspection, checking and
packaging in New York, New York, no later than 12:00 noon on the
business day prior to such Closing Date.
4. Offering by the Underwriter. It is understood that
the Underwriter proposes to offer the Offered Certificates of the
related Series for sale to the public as set forth in the related
Prospectus.
5. Agreements. The Company agrees with the
Underwriter that:
(a) The Company will cause the Prospectus as
supplemented by a Prospectus Supplement relating to the
Offered Certificates to be filed pursuant to Rule 424 under
the Act and will promptly advise the Underwriter when such
- 5 -
<PAGE>
Prospectus as so supplemented has been so filed, and prior
to the termination of the Certificate Offering to which
such Prospectus relates also will promptly advise the
Underwriter (i) when any amendment to the related
Registration Statement specifically relating to such
Offered Certificates shall have become effective or any
further supplement to such Prospectus has been filed, (ii)
of any request by the Commission for any amendment of such
Registration Statement or Prospectus or for any additional
information, (iii) of the issuance by the Commission of any
stop order suspending the effectiveness of such
Registration Statement or the institution or threatening of
any proceeding for that purpose and (iv) of the receipt by
the Company of any written notification with respect to the
suspension of the qualification of such Offered
Certificates for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose. The
Company will not file any amendment of the related
Registration Statement or supplement to the related
Prospectus (other than any amendment or supplement
specifically relating to one or more Series of pass-through
certificates other than the Series that includes the
related Offered Certificates) unless the Company has
furnished the Underwriter with a copy for its review prior
to filing. The Company will use its best efforts to prevent
the issuance of any such stop order and, if issued, to
obtain as soon as possible the withdrawal thereof.
(b) The Company will cause any Computational
Materials and any Structural Term Sheets (each as defined
in Section 8 below) with respect to the Offered
Certificates of a Series that are delivered by the
Underwriter to the Company pursuant to Section 8 to be
filed with the Commission on a Current Report on Form 8-K
(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(e) hereof or any amendments or supplements of
such Collateral Term Sheets that are furnished to the
Company by the Underwriter pursuant to Section 9(d) hereof
which the Company determines to file in accordance
therewith.
(d) The Company will furnish to the Underwriter
and counsel for the Underwriter, without charge, as many
signed copies of the related Registration Statement
(including exhibits thereto) and, so long as delivery of a
prospectus by the Underwriter or dealer may be required by
the Act, as many copies of the related Prospectus and any
supplements thereto (other than exhibits to the related
Current Report) as the Underwriter may reasonably request.
(e) The Company will furnish such information,
execute such instruments and take such actions as may be
reasonably requested by the Underwriter to qualify the
Offered Certificates of a Series for sale under the laws of
such jurisdictions as the Underwriter may designate, to
maintain such qualifications in effect so long as required
for the distribution of such Offered Certificates and to
determine the legality of such Offered Certificates for
purchase by institutional investors; provided, however,
that the Company shall not be required to qualify to do
business in any jurisdiction where it is not qualified on
the date of the related Terms Agreement or to take any
action which would subject it to general or unlimited
service of process in any jurisdiction in which it is not,
on the date of the related Terms Agreement, subject to such
service of process.
(f) So long as the Offered Certificates of a
Series are outstanding, the Company will furnish to the
Underwriter copies of the annual independent public
accountants' servicing report furnished to the Trustee
pursuant to Section 3.13 of the related Pooling and
Servicing Agreement.
(g) Whether or not the transactions contemplated
hereby and by the related Terms Agreement shall be
consummated, the Company shall be responsible for the
payment of any costs and expenses for which details are
submitted, in connection with the performance of its
obligations under this Agreement and the related Terms
Agreement, including, without limitation, (a) the cost and
expenses of printing or otherwise reproducing the related
Registration Statement or Prospectus, this Agreement, the
related Terms Agreement, the related Pooling and Servicing
Agreement and the Offered Certificates, and (b) the cost of
delivering the related Offered Certificates to the office
of
- 8 -
<PAGE>
the Underwriter, insured to the satisfaction of the
Underwriter (it being understood that, except as provided
in this paragraph (f) and in Section 7 hereof, the
Underwriter will pay all its own costs and expenses,
including the fees of Brown & Wood, counsel for the
Underwriter, transfer taxes on resale of any Offered
Certificates by it, advertising expenses connected with any
offers that it may make, the fees of KPMG Peat Marwick with
respect to its letters furnished pursuant to Section 6(i)
of the Agreement and any letter furnished pursuant to the
last sentence of Section 6(h) hereof, the fees of any firm
of public accountants selected by the Underwriter with
respect to their letter furnished pursuant to Section 8(c)
of the Agreement and any other costs and expenses specified
in the related Terms Agreement as "Additional Expenses").
6. Conditions to the Obligations of the Underwriter.
The obligations of the Underwriter to purchase the Offered
Certificates of any Series shall be subject to the accuracy in
all material respects of the representations and warranties on
the part of the Company contained in this Agreement, as
supplemented by the related Terms Agreement, as of the respective
dates thereof and the related Closing Date, to the accuracy of
the statements of the Company made in any applicable officers'
certificates pursuant to the provisions hereof, to the
performance by the Company of its obligations under this
Agreement and such Terms Agreement and to the following
additional conditions applicable to the related Certificate
Offering:
(a) No stop order suspending the effectiveness of
the related Registration Statement shall have been issued
and no proceedings for that purpose shall have been
instituted or threatened.
(b) Cleary, Gottlieb, Steen & Hamilton, counsel
for the Company, shall have furnished to the Underwriter an
opinion, dated the related Closing Date, to the effect
that:
(i) this Agreement and the related Terms
Agreement have been duly executed and delivered by the
Company under the law of the State of New York;
(ii) the related Pooling and Servicing
Agreement has been duly executed and delivered by the
Company under the law of the State of New York and is
a legal, valid and binding agreement of the Company
enforceable against the Company in accordance with its
terms;
(iii) the Offered Certificates, when duly
executed and countersigned by the Trustee in accordance
- 9 -
<PAGE>
with the related Pooling and Servicing Agreement, will
be validly issued and outstanding and entitled to the
benefits of such Pooling and Servicing Agreement;
(iv) the related Pooling and Servicing
Agreement is not required to be qualified under the
Trust Indenture Act of 1939, as amended, and the trust
created thereunder is not required to be registered
under the Investment Company Act of 1940, as amended;
(v) such counsel confirms that (based
solely upon telephone confirmation from a
representative of the Commission) the related
Registration Statement is effective under the Act and,
to the best of such counsel's knowledge, no stop order
with respect thereto has been issued, and no
proceeding for that purpose has been instituted or
threatened by the Commission; such Registration
Statement (except the financial statements and
schedules and other financial and statistical data
included therein and the documents incorporated by
reference therein, as to which such counsel need
express no view), at the time it became effective and
the related Prospectus (except the financial
statements and schedules and the other financial and
statistical data included therein, the documents
incorporated by reference therein and the information
included in the second sentence of the antepenultimate
paragraph, the first sentence of the penultimate
paragraph, and the last paragraph of the cover page of
such Prospectus Supplement and in the second and
fourth sentences of the first paragraph under the
heading "Plan of Distribution" therein, as to which
such counsel need express no view), as of the date of
the Prospectus Supplement appeared on their face to be
appropriately responsive in all material respects to
the requirements of the Act and the rules and
regulations thereunder; and no information has come to
the attention of such counsel that causes it to
believe that (A) such Registration Statement (except
the financial statements and schedules and the other
financial and statistical data included therein and
the documents incorporated by reference therein, as to
which such counsel need express no view) at the time
it became effective, contained an untrue statement of
a material fact or omitted to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading or (B) such
Prospectus or any amendment or supplement thereto
(except the financial statements and schedules and the
other financial and statistical data included therein,
the documents incorporated by reference therein and
the information included in the second sentence of the
- 10 -
<PAGE>
antepenultimate paragraph, the first sentence of the
penultimate paragraph, and the last paragraph of the
cover page of such Prospectus Supplement and in the
second and fourth sentences of the first paragraph
under the heading "Plan of Distribution" therein, as
to which such counsel need express no view), as of the
date of the Prospectus Supplement, or at the related
Closing Date, contained or contains an untrue
statement of a material fact or omitted or omits to
state a material fact necessary in order to make the
statements therein, in the light of the circumstances
under which they were made, not misleading;
(vi) the statements set forth under the
heading "Description of the Certificates" in the
related Prospectus, insofar as such statements purport
to summarize certain provisions of the related Pooling
and Servicing Agreement and the related Offered
Certificates, provide a fair summary of such
provisions;
(vii) the statements set forth in in the
related Prospectus under the headings "Certain Legal
Aspects of the Mortgage Loans and Contracts -- The
Mortgage Loans", "Certain Federal Income Tax
Consequences" (insofar as they relate specifically to
the purchase, ownership and disposition of the related
Offered Certificates) and "ERISA Considerations"
(insofar as they relate specifically to the purchase,
ownership and disposition of such Offered
Certificates), to the extent that they constitute
matters of law or legal conclusions, provide a fair
summary of such law or conclusions;
(viii) assuming compliance with all
provisions of the related Pooling and Servicing
Agreement, for federal income tax purposes, (A) if any
election is made to treat the assets of the Trust Fund
as a REMIC: the related Trust Fund (and any specified
subgrouping therein) will qualify as a REMIC pursuant
to Section 860D of the Internal Revenue Code of 1986,
as amended (the "Code"), each Class of Certificates of
the related Series, other than the related Residual
Class or Classes, will constitute a class of "regular
interests" in the related REMIC within the meaning of
the Code, and each Class of such Certificates
specified in the related Prospectus as a Class of
Residual Certificates will constitute the "residual
interest" in the related REMIC within the meaning of
the Code; (B) if no such REMIC election is made: the
Trust Fund will be treated as a "grantor trust"; and
- 11 -
<PAGE>
(ix) assuming that some or all of the
Offered Certificates of the related Series shall be
rated at the time of issuance in one of the two
highest rating categories by a nationally recognized
statistical rating organization, each Offered
Certificate so rated will be at the time of issuance,
a "mortgage related security" as such term is defined
in Section 3(a)(41) of the Exchange Act.
Such opinion may express its reliance as to factual matters
on the representations and warranties made by, and on
certificates or other documents furnished by, officers of
the parties to this Agreement, the related Terms Agreement
or the related Pooling and Servicing Agreement. Such
opinion may assume the due authorization, execution and
delivery of the instruments and documents referred to
therein by the parties thereto other than the Company. Such
opinion may be qualified, insofar as it concerns the
enforceability of the documents referred to therein, to the
extent that such enforceability may be limited by
bankruptcy, insolvency, reorganization or other similar
laws affecting the enforcement of creditors' rights in
general and by general equity principles (regardless of
whether such enforcement is considered in a proceeding in
equity or at law). Such opinion may be further qualified as
expressing no opinion as to (x) the statements in the
related Prospectus under the heading "Certain Legal Aspects
of the Mortgage Loans and Contracts -- The Mortgage Loans"
except insofar as such statements relate to the laws of the
State of New York and the laws of the United States, and
(y) the statements in such Prospectus under the headings
"ERISA Considerations" and "Certain Federal Income Tax
Consequences" except insofar as such statements relate to
the laws of the United States. In addition, such opinion
may be qualified as an opinion only on the law of the State
of New York and the federal law of the United States of
America.
(c) The General Counsel for the Company shall
have furnished to the Underwriter an opinion, dated the
related Closing Date, to the effect that:
(i) The Company has been duly
incorporated and is validly existing as a corporation
in good standing under the laws of the State of New
Jersey, with corporate power to own its properties, to
conduct its business as described in the related
Prospectus and to enter into and perform its
obligations under this Agreement, the related Terms
Agreement, the related Pooling and Servicing Agreement
and the Certificates of the related Series;
- 12 -
<PAGE>
(ii) The Company has full power and
authority to sell and service the related Mortgage
Loans as contemplated herein and in the related
Pooling and Servicing Agreement;
(iii) No consent, approval, authorization
or order of any court or governmental agency or body
is required for the consummation by the Company of the
transactions contemplated herein or in the related
Pooling and Servicing Agreement, except such as may be
required under the blue sky laws of any jurisdiction
and such other approvals as have been obtained;
(iv) Neither the issuance of the
Certificates of the related Series nor delivery of the
related Offered Certificates, nor the consummation of
any other of the transactions contemplated in this
Agreement, the related Terms Agreement or the related
Pooling and Servicing Agreement, nor the fulfillment
of the terms of the related Certificates, the related
Pooling and Servicing Agreement, this Agreement or the
related Terms Agreement will conflict with or violate
any term or provision of the articles of incorporation
or by-laws of the Company or any statute, order or
regulation applicable to the Company of any court,
regulatory body, administrative agency or governmental
body having jurisdiction over the Company and will not
conflict with, result in a breach or violation or the
acceleration of or constitute a default under the
terms of any indenture or other agreement or
instrument known to such counsel to which the Company
is a party or by which it is bound; and
(v) There are no actions, proceedings or
investigations pending or, to the best knowledge of
such counsel, threatened before any court,
administrative agency or other tribunal (i) asserting
the invalidity of this Agreement, the related Terms
Agreement, the related Pooling and Servicing Agreement
or the related Certificates, (ii) seeking to prevent
the issuance of the Certificates of the related Series
or the consummation by the Company of any of the
transactions contemplated by this Agreement, such
Terms Agreement or such Pooling and Servicing
Agreement, or (iii) which might materially and
adversely affect the performance by the Company of its
obligations under, or the validity or enforceability
of, this Agreement, such Terms Agreement, such Pooling
and Servicing Agreement or the related Certificates.
In rendering her opinion such counsel may rely as to
matters of fact, to the extent deemed proper and as stated
therein,
- 13 -
<PAGE>
on certificates of responsible officers of the Company or
public officials. In addition, such opinion may be
qualified as an opinion only on the laws of the State of
New Jersey.
(d) The Underwriter shall have received from
Brown & Wood, counsel for the Underwriter, such opinion or
opinions, dated the related Closing Date, with respect to
the issuance and sale of the Certificates of the related
Series, the related Registration Statement, the related
Prospectus and such other related matters as the
Underwriter may reasonably require, and the Company shall
have furnished to such counsel such documents as the
Underwriter may reasonably request for the purpose of
enabling them to pass upon such matters.
(e) The Company shall have furnished to the
Underwriter a certificate of the Company, signed by the
President or any Vice President and the Senior Vice
President-Finance or the principal financial or accounting
officer of the Company, dated the related Closing Date, to
the effect that the signers of such certificate have
carefully examined the related Registration Statement
(excluding any Current Reports and any other documents
incorporated by reference therein), the related Prospectus,
the Detailed Description referred to in such Prospectus
(excluding any related Current Report), this Agreement and
the related Terms Agreement and that:
(i) the representations and warranties of
the Company in this Agreement are true and correct in
all material respects on and as of the related Closing
Date with the same effect as if made on such Closing
Date, and the Company has complied with all the
agreements and satisfied all the conditions on its
part to be performed or satisfied at or prior to such
Closing Date;
(ii) no stop order suspending the
effectiveness of such Registration Statement has been
issued and no proceedings for that purpose have been
instituted or, to their knowledge, threatened; and
(iii) nothing has come to their attention
that would lead them to believe that such Registration
Statement (excluding any Current Report) contains any
untrue statement of a material fact or omits to state
any material fact required to be stated therein or
necessary to make the statements therein not
misleading, that the related Prospectus (excluding any
related Current Report) contains any untrue statement
of a material fact or omits to state a material fact
- 14 -
<PAGE>
required to be stated therein or necessary to make the
statements therein, in the light of the circumstances
under which they were made, not misleading, or that
the Detailed Description referred to in such
Prospectus includes any untrue statement of a material
fact or omits to state any information which the
Prospectus states will be included in such Detailed
Description.
(f) Peabody & Arnold, counsel for the Trustee,
shall have furnished to the Underwriter an opinion, dated
the related Closing Date, to the effect that:
(i) the Trustee has been duly
incorporated and is validly existing as a corporation
in good standing under the laws of the Commonwealth of
Massachusetts with corporate power to own its
properties and conduct its business as presently
conducted by it, to conduct business as a trustee and
to enter into and perform its obligations under the
related Pooling and Servicing Agreement;
(ii) the related Pooling and Servicing
Agreement has been duly authorized, executed and
delivered by the Trustee and constitutes the legal,
valid and binding agreement of the Trustee enforceable
against the Trustee in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization or other similar laws
affecting the enforcement of creditors' rights
generally and to judicial discretion, and general
principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at
law);
(iii) the Trustee has duly accepted its
appointment as trustee under the related Pooling and
Servicing Agreement;
(iv) no consent, approval, authorization
or order of any Massachusetts or federal court or
government agency or body is required on the part of
the Trustee for the consummation of the transactions
contemplated in the related Pooling and Servicing
Agreement, except such as may be required under any
federal or state securities law; and
(v) the performance on the part of the
Trustee of any of the transactions contemplated in the
related Pooling and Servicing Agreement does not
conflict with or result in a breach or violation of
any term or provision of, or constitute a default
under, the Articles of Organization, as amended, or
By-Laws of the Trustee, or any Massachusetts or
federal statute or
- 15 -
<PAGE>
regulation applicable to the Trustee, or to such
counsel's knowledge, any indenture or other agreement
or instrument to which the Trustee is a party or by
which it is bound, or, to such counsel's knowledge,
any order of any state or federal court, regulatory
body, administrative agency or governmental body
having jurisdiction over the Trustee.
In addition, such counsel shall furnish to the Underwriter
such opinions as to the treatment of the Trust Fund for
purposes of Massachusetts tax law as are reasonably
satisfactory to the Underwriter.
(g) KPMG Peat Marwick LLP shall have furnished to
the Underwriter a letter, dated as of the date of the
related Terms Agreement, in form and substance satisfactory
to the Underwriter, stating in effect that they have
performed certain specified procedures as a result of which
they have determined that such information as the
Underwriter may reasonably request of an accounting,
financial or statistical nature (which is limited to
accounting, financial or statistical information derived
from the general accounting records of the Company) set
forth in the related Prospectus Supplement under the
caption "Delinquency and Foreclosure Experience of the
Company" agrees with the accounting records of the Company,
excluding any questions of legal interpretation.
(h) KPMG Peat Marwick LLP shall have furnished to
the Underwriter a letter, dated as of the related Closing
Date, in form and substance satisfactory to the
Underwriter, stating in effect that they have performed
certain specified procedures as a result of which they have
determined that such information as the Underwriter may
reasonably request of an accounting, financial or
statistical nature (which is limited to accounting,
financial or statistical information derived from the
general accounting records of the Company and which is
obtained from an analysis of a sample of the Mortgage Loans
included in the related pool) set forth in the related
Prospectus Supplement under the caption "Description of the
Mortgage Pool and the Mortgaged Properties" or "Description
of the Mortgage Pools and the Mortgaged Properties", as the
case may be, and in the Detailed Description relating to
such Prospectus Supplement is mutually consistent and
agrees with the accounting records of the Company and,
where applicable, the related Mortgage Loan files of the
Company, excluding any questions of legal interpretation.
In addition, if applicable, such accountants shall have
furnished to the Underwriter a letter, dated as of the
related Closing Date, which shall include a statement or
statements to the effect that based upon the assumptions
and methodology agreed to by the
- 16 -
<PAGE>
Company (and which is consistent with the manner in which
any final PAC Balances, TAC Balances, Scheduled Balances,
Maximum and Minimum Scheduled Balances or any other
scheduled balances are to be calculated as set forth in the
related Prospectus), all of which shall be described by
reference in such letter, such accountants shall have
verified the mathematical accuracy of any final PAC
Balances Table, TAC Balances Table, Scheduled Balances
Table, Maximum or Minimum Scheduled Balances Table or other
scheduled balances table attached as an exhibit to the
related Pooling and Servicing Agreement.
(i) KPMG Peat Marwick LLP shall have furnished to
the Underwriter and the Company a letter or letters, dated
as of the date of the related Terms Agreement, in form and
substance satisfactory to the Underwriter and the Company,
including, without limitation, statements, if applicable,
to the effect that:
(i) based upon the assumptions and
methodology set forth in the related Prospectus, all
of which shall be described by reference in such
letter, they recomputed the percentages of initial
principal balance outstanding as of each of the
Distribution Dates (as defined in such Prospectus)
indicated and the weighted average lives of each Class
of Offered Certificates at each of the indicated
percentages of the applicable Prepayment Assumption,
and they compared the recomputed percentages and
weighted average lives to the corresponding
percentages and weighted average lives set forth in
the related tables and found them to be in agreement;
(ii) based upon the assumptions and
methodology set forth in such Prospectus, all of which
shall be described by reference in such letter, they
have verified the mathematical accuracy of any
Scheduled Final Distribution Dates for the Offered
Certificates, PAC Balances, TAC Balances, Scheduled
Balances, Maximum and Minimum Scheduled Balances or
any other scheduled balances set forth in such
Prospectus for each indicated Distribution Date, and
have verified the mathematical accuracy of any initial
Effective Ranges of any PAC Certificates, Scheduled
Certificates or other scheduled Certificates set forth
in such Prospectus; and
(iii) based upon the assumptions and
methodology set forth in such Prospectus, all of which
shall be described by reference in such letter, they
have verified the mathematical accuracy of the pre-tax
yields to maturity and, if applicable, aggregate cash
- 17 -
<PAGE>
flows of any Class of Certificates for which such
pre-tax yields and, if applicable, aggregate cash
flows are set forth in such Prospectus at the
indicated percentages of the Prepayment Assumption
and, if applicable, at the indicated values of COFI,
LIBOR or any other index, as applicable.
(j) The Offered Certificates of the related
Series shall have received the ratings specified in the
related Terms Agreement (the "Required Ratings").
(k) Prior to the related Closing Date, the
Company shall have furnished to the Underwriter such
further information, certificates and documents as the
Underwriter may reasonably request.
(l) If any Certificates of the related Series are
to be sold to any other underwriter and/or offered in
reliance upon an exemption from the registration
requirements of the Act, the sale at or prior to the
related Closing Date of such Certificates to the purchaser
thereof shall have occurred.
(m) Subsequent to the date of the related Terms
Agreement, there shall not have been any change, or any
development involving a prospective change, in or affecting
the business or properties of the Company which the
Underwriter concludes in its judgment, after consultation
with the Company, materially impairs the investment quality
of the Offered Certificates of the related Series so as to
make it impractical or inadvisable to proceed with the
public offering or the delivery of such Offered
Certificates as contemplated by the related Prospectus.
If any of the conditions specified in this Section 6
shall not have been fulfilled in all material respects with
respect to the particular Offered Certificates of a Series when
and as provided in this Agreement and the related Terms
Agreement, or if any of the opinions and certificates mentioned
above or elsewhere in this Agreement and the related Terms
Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Underwriter and its
counsel, this Agreement (with respect to the related Offered
Certificates) and the related Terms Agreement and all obligations
of the Underwriter hereunder (with respect to the related Offered
Certificates) and thereunder may be canceled at, or at any time
prior to, the related Closing Date by the Underwriter. Notice of
such cancellation shall be given to the Company in writing, or by
telephone or telegraph confirmed in writing.
7. Indemnification and Contribution. (a) The Company
agrees to indemnify and hold harmless the Underwriter and each
- 18 -
<PAGE>
person who controls the Underwriter within the meaning of the Act
or the Exchange Act against any and all losses, claims, damages
or liabilities, joint or several, to which they or any of them
may become subject under the Act, the Exchange Act, or other
Federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement relating to the
Offered Certificates of the applicable Series as it became
effective or in any amendment or supplement thereof, or in such
Registration Statement or the related Prospectus, or in any
amendment thereof, or in the Detailed Description referred to in
such Prospectus or arise out of or are based upon the omission or
alleged omission (in the case of any Computational Materials or
ABS Term Sheets (in each case, as defined herein) in respect of
which the Company agrees to indemnify the Underwriter, as set
forth below, when such are read in conjunction with the related
Prospectus and Prospectus Supplement) to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading, and agrees to reimburse each
such indemnified party for any legal or other expenses reasonably
incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action; provided,
however, that (i) the Company will not be liable in any such case
to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or
alleged untrue statement or omission or alleged omission made
therein (A) in reliance upon and in conformity with written
information furnished to the Company as herein stated by or on
behalf of the Underwriter specifically for use in connection with
the preparation thereof or (B) in any Current Report or any
amendment or supplement thereof, except to the extent that any
untrue statement or alleged untrue statement therein or omission
therefrom results (or is alleged to have resulted) directly from
an error (a "Mortgage Pool Error") in the information concerning
the characteristics of the Mortgage Loans furnished by the
Company to the Underwriter in writing or by electronic
transmission that was used in the preparation of either (x) any
Computational Materials or ABS Term Sheets (or amendments or
supplements thereof) included in such Current Report (or
amendment or supplement thereof) or (y) any written or electronic
materials furnished to prospective investors on which the
Computational Materials (or amendments or supplements) were
based, (ii) such indemnity with respect to any Corrected
Statement (as defined below) in such Prospectus (or supplement
thereto) shall not inure to the benefit of the Underwriter (or
any person controlling the Underwriter) from whom the person
asserting any loss, claim, damage or liability purchased the
Certificates of the related Series that are the subject thereof
if such person did not receive a copy of a supplement to such
Prospectus at or prior to the confirmation of the sale of such
- 19 -
<PAGE>
Certificates and the untrue statement or omission of a material
fact contained in such Prospectus (or supplement thereto) was
corrected (a "Corrected Statement") in such other supplement and
such supplement was furnished by the Company to the Underwriter
prior to the delivery of such confirmation, and (iii) such
indemnity with respect to any Mortgage Pool Error shall not inure
to the benefit of the Underwriter (or any person controlling the
Underwriter) from whom the person asserting any loss, claim,
damage or liability received any Computational Materials (or any
written or electronic materials on which the Computational
Materials are based) or ABS Term Sheets that were prepared on the
basis of such Mortgage Pool Error, if, prior to the time of
confirmation of the sale of the applicable Certificates to such
person, the Company notified the Underwriter in writing of the
Mortgage Pool Error or provided in written or electronic form
information superseding or correcting such Mortgage Pool Error
(in any such case, a "Corrected Mortgage Pool Error"), and the
Underwriter failed to notify such person thereof or to deliver to
such person corrected Computational Materials (or underlying
written or electronic materials) or ABS Term Sheets. This
indemnity agreement will be in addition to any liability which
the Company may otherwise have.
(b) The Underwriter agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers
who signs the Registration Statement relating to the Offered
Certificates of the applicable Series, and each person who
controls the Company within the meaning of the Act or the
Exchange Act to the same extent as the foregoing indemnities from
the Company to the Underwriter, but only with reference to (A)
written information furnished to the Company by or on behalf of
the Underwriter specifically for use in the preparation of the
documents referred to in the foregoing indemnity with respect to
the related Series, or (B) any Computational Materials or ABS
Term Sheets (or amendments or supplements thereof) furnished to
the Company by the Underwriter pursuant to Section 8 and
incorporated by reference in such Registration Statement or the
related Prospectus or any amendment or supplement thereof (except
that no such indemnity shall be available for any losses, claims,
damages or liabilities, or actions in respect thereof, resulting
from any Mortgage Pool Error, other than a Corrected Mortgage
Pool Error). This indemnity agreement will be in addition to any
liability which the Underwriter may otherwise have. The Company
acknowledges that the statements set forth in the second sentence
of the ante-penultimate paragraph, the first sentence of the
penultimate paragraph, and in the last paragraph appearing on the
cover page of the related Prospectus Supplement as such
statements relate to such Offered Certificates and the second
sentence of the first paragraph under the heading "Plan of
Distribution" in such Prospectus Supplement as such statements
relate to such Offered Certificates constitute the only
information furnished in writing by or on behalf of the
- 20 -
<PAGE>
Underwriter for inclusion in the related Prospectus (other than
any Computational Materials or ABS Term Sheets (or amendments or
supplements thereof) furnished to the Company by the
Underwriter), and the Underwriter confirms that such statements
are correct.
(c) Promptly after receipt by an indemnified party
under Section 7 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section 7, notify
the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not
relieve it from any liability which it may have to any
indemnified party otherwise than under this Section 7. In case
any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and
to the extent that it may elect by written notice delivered to
the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense
thereof, with counsel satisfactory to such indemnified party;
provided, however, that if the defendants in any such action
include both the indemnified party and the indemnifying party and
the indemnified party shall have reasonably concluded that there
may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available
to the indemnifying party, the indemnified party or parties shall
have the right to select separate counsel to assert such legal
defenses and to otherwise participate in the defense of such
action on behalf of such indemnified party or parties. Upon
receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and
approval by the indemnified party of counsel, the indemnifying
party will not be liable to such indemnified party under this
Section 7 for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof
unless (i) the indemnified party shall have employed separate
counsel in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence (it
being understood, however, that the indemnifying party shall not
be liable for the expenses of more than one separate counsel
approved by the indemnified party in the case of subparagraph (a)
or (b), representing the indemnified parties under subparagraph
(a) or (b), who are parties to such action), (ii) the
indemnifying party shall not have employed counsel satisfactory
to the indemnified party to represent the indemnified party
within a reasonable time after notice of commencement of the
action or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of
the indemnifying party; and except that, if clause (i) or (iii)
is applicable, such liability shall be only in respect of the
counsel referred to in such clause (i) or (iii).
- 21 -
<PAGE>
(d) If the indemnification provided for in paragraph
(a) or (b) of this Section 7 is due in accordance with its terms
but is for any reason held by a court to be unavailable from the
Company or the Underwriter, on grounds of policy or otherwise, or
if the indemnified party failed to give notice under paragraph
(c) of this Section 7 in respect of a claim otherwise subject to
indemnification in accordance with paragraph (a) or (b) of this
Section 7, the Company and the Underwriter shall contribute to
the aggregate losses, claims, damages and liabilities (including
legal and other expenses reasonably incurred in connection with
investigating or defending same) to which the Company and the
Underwriter may be subject, as follows:
(i) in the case of any losses, claims, damages and
liabilities (or actions in respect thereof) which do not
arise out of or are not based upon any untrue statement or
omission of a material fact in any Computational Materials
or ABS Term Sheets (or any amendments or supplements
thereof), in such proportion so that the Underwriter is
responsible for that portion represented by the difference
between the proceeds to the Company in respect of the
Offered Certificates appearing on the cover page of the
Prospectus Supplement for the related Series and the total
proceeds received by the Underwriter from the sale of such
Offered Certificates (the "Underwriting Discount"), and the
Company is responsible for the balance; provided, however,
that in no case shall the Underwriter be responsible under
this subparagraph (i) for any amount in excess of such
Underwriting Discount applicable to the Offered
Certificates purchased by the Underwriter pursuant to this
Agreement and the related Terms Agreement; and
(ii) in the case of any losses, claims, damages and
liabilities (or actions in respect thereof) which arise out
of or are based upon any untrue statement or omission of a
material fact in any Computational Materials or ABS Term
Sheets (or any amendments or supplements thereof) or in any
written or electronic materials distributed to prospective
investors on which the Computational Materials are based,
in such proportion as is appropriate to reflect the
relative fault of the Company on the one hand and the
Underwriter on the other in connection with the statements
or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof) as well as
any other relevant equitable considerations. The relative
fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state
a material fact in such Computational Materials or ABS Term
Sheets (or any amendments or supplements thereof or such
written or electronic materials) results from information
prepared by the Company on the one hand or the Underwriter
on the other
- 22 -
<PAGE>
and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such
statement or omission.
Notwithstanding anything to the contrary in this Section 7(d), no
person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 7, each person
who controls the Underwriter within the meaning of either the Act
or the Exchange Act shall have the same rights to contribution as
the Underwriter, and each person who controls the Company within
the meaning of either the Act or the Exchange Act, each officer
of the Company who shall have signed the Registration Statement
and each director of the Company shall have the same rights to
contribution as the Company, subject in each case to the
immediately preceding sentence of this paragraph (d).
8. Computational Materials and Structural Term Sheets.
(a) Not later than 10:30 a.m., New York time, on the business day
before the date on which the Current Report relating to the
Offered Certificates of a Series is required to be filed by the
Company with the Commission pursuant to Section 5(b) hereof, the
Underwriter shall deliver to the Company five complete copies of
all materials provided by the Underwriter to prospective
investors in such Offered Certificates which constitute (i)
"Computational Materials" within the meaning of the no-action
letter dated May 20, 1994 issued by the Division of Corporation
Finance of the Commission to Kidder, Peabody Acceptance
Corporation I, Kidder, Peabody & Co. Incorporated, and Kidder
Structured Asset Corporation and the no-action letter dated May
27, 1994 issued by the Division of Corporation Finance of the
Commission to the Public Securities Association (together, the
"Kidder Letters"), the filing of which material is a condition of
the relief granted in such letter (such materials being the
"Computational Materials"), and (ii) "Structural Term Sheets"
within the meaning of the no-action letter dated February 17,
1995 issued by the Division of Corporation Finance of the
Commission to the Public Securities Association (the "PSA
Letter") and the filing of such material is a condition of the
relief granted in such letter (such materials being the
"Structural Term Sheets"). Each delivery of Computational
Materials and Structural Term Sheets to the Company pursuant to
this paragraph (a) shall be effected by delivering four copies of
such materials to counsel for the Company on behalf of the
Company at the address specified in Section 3 hereof and one copy
of such materials to the Company.
(b) The Underwriter represents and warrants to and
agrees with the Company, as of the date of the related Terms
Agreement and as of the Closing Date, that:
- 23 -
<PAGE>
(i) the Computational Materials furnished to the
Company pursuant to Section 8(a) constitute (either in
original, aggregated or consolidated form) all of the
materials furnished to prospective investors by the
Underwriter prior to the time of delivery thereof to
the Company that are required to be filed with the
Commission with respect to the related Offered
Certificates in accordance with the Kidder Letters,
and such Computational Materials comply with the
requirements of the Kidder Letters;
(ii) the Structural Term Sheets furnished to the
Company pursuant to Section 8(a) constitute all of the
materials furnished to prospective investors by the
Underwriter prior to the time of delivery thereof to
the Company that are required to be filed with the
Commission as "Structural Term Sheets" with respect to
the related Offered Certificates in accordance with
the PSA Letter, and such Structural Term Sheets comply
with the requirements of the PSA Letter;
(iii) on the date any such Computational Materials
or Structural Term Sheets with respect to such Offered
Certificates (or any written or electronic materials
furnished to prospective investors on which the
Computational Materials are based) were last furnished
to each prospective investor and on the date of
delivery thereof to the Company pursuant to Section
8(a) and on the related Closing Date, such
Computational Materials (or such other materials) or
Structural Term Sheets did not and will not include
any untrue statement of a material fact or, when read
in conjunction with the related Prospectus and
Prospectus Supplement, omit to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading;
(iv) the Underwriter has not represented to any
prospective investor that any Computational Materials
or Structural Term Sheets with respect to any Series
were prepared or disseminated on behalf of the
Company, and all Computational Materials and
Structural Term Sheets furnished to prospective
investors (and all written and electronic materials
furnished to prospective investors on which the
Computational Materials are based) included a
disclaimer to the effect set forth in Section 8(d);
and
(v) at the time any Computational Materials (or
any written or electronic materials furnished to
prospective investors on which the Computational
Materials are based) with respect to such Offered
- 24 -
<PAGE>
Certificates were furnished to a prospective investor
and on the date of the related Terms Agreement, the
Underwriter possessed, and on the date of delivery of
such materials to the Company pursuant to this Section
8 and on the related Closing Date, the Underwriter
will possess, the capability, knowledge, expertise,
resources and systems of internal control necessary to
ensure that such Computational Materials conform to
the representations and warranties of the Underwriter
contained in subparagraphs (i) and (iii) above of this
paragraph (b).
Notwithstanding the foregoing, the Underwriter makes no
representation or warranty as to whether any Computational
Materials or Structural Term Sheets (or any written or electronic
materials on which the Computational Materials are based)
included or will include any untrue statement resulting directly
from any Mortgage Pool Error (except any Corrected Mortgage Pool
Error, with respect to materials prepared after the receipt by
the Underwriter from the Company of notice of such Corrected
Mortgage Pool Error or materials superseding or correcting such
Corrected Mortgage Pool Error).
(c) The Underwriter shall cause a firm of public
accountants to furnish to the Company a letter, dated as of the
date on which the Underwriter delivers any Computational
Materials (which term shall be deemed to include, for purposes of
this paragraph (c), calculated statistical information delivered
to prospective investors in the form of a Structural Term Sheet)
to the Company pursuant to Section 8(a), in form and substance
satisfactory to the Company, stating in effect that they have
verified the mathematical accuracy of any calculations performed
by the Underwriter and set forth in such Computational Materials.
(d) The Underwriter acknowledges and agrees that the
Company has not authorized and will not authorize the
distribution of any Computational Materials (or any written or
electronic materials on which the Computational Materials are
based) or Structural Term Sheets to any prospective investor, and
agrees that any Computational Materials or Structural Term Sheets
with respect to any Series of Certificates furnished to
prospective investors from and after October 11, 1995 included
and shall include a disclaimer in form satisfactory to the
Company to the effect that such materials have been prepared and
disseminated solely by and on behalf of the Underwriter, and that
the Company has not reviewed or participated in the preparation
or dissemination of such materials and is not responsible for the
contents or accuracy thereof. The Underwriter agrees that it will
not represent to prospective investors that any Computational
Materials or Structural Term Sheets were prepared or disseminated
on behalf of the Company.
- 25 -
<PAGE>
(e) If, at any time when a prospectus relating to the
Offered Certificates of a Series is required to be delivered
under the Act, it shall be necessary to amend or supplement the
related Prospectus as a result of an untrue statement of a
material fact contained in any Computational Materials or
Structural Term Sheets provided by the Underwriter pursuant to
this Section 8 or the omission to state therein a material fact
required, when considered in conjunction with the related
Prospectus and Prospectus Supplement, to be stated therein or
necessary to make the statements therein, when read in
conjunction with the related Prospectus and Prospectus
Supplement, not misleading, or if it shall be necessary to amend
or supplement any Current Report relating to any Computational
Materials or Structural Term Sheets to comply with the Act or the
rules thereunder, the Underwriter promptly will prepare and
furnish to the Company for filing with the Commission an
amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance. The
Underwriter represents and warrants to the Company, as of the
date of delivery of such amendment or supplement to the Company,
that such amendment or supplement will not include any untrue
statement of a material fact or, when read in conjunction with
the related Prospectus and Prospectus Supplement, omit to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading; provided, however, the
Underwriter makes no representation or warranty as to whether any
such amendment or supplement will include any untrue statement
resulting directly from any Mortgage Pool Error (except any
Corrected Mortgage Pool Error, with respect to any such amendment
or supplement prepared after the receipt by the Underwriter from
the Company of notice of such Corrected Mortgage Pool Error or
materials superseding or correcting such Corrected Mortgage Pool
Error). The Company shall have no obligation to file such
amendment or supplement if the Company determines that (i) such
amendment or supplement contains any untrue statement of a
material fact or, when read in conjunction with the related
Prospectus and Prospectus Supplement, omits to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading; it being understood, however,
that the Company shall have no obligation to review or pass upon
the accuracy or adequacy of, or to correct, any such amendment or
supplement provided by the Underwriter to the Company pursuant to
this paragraph (e) or (ii) such filing is not required under the
Act.
9. Collateral Term Sheets. (a) Prior to the delivery
of any "Collateral Term Sheet" within the meaning of the PSA
Letter, the filing of which material is a condition of the relief
granted in such letter (such material being the "Collateral Term
Sheets"), to a prospective investor in any Offered Certificates,
the Underwriter shall, in order to facilitate the timely filing
of such material with the
- 26 -
<PAGE>
Commission, notify the Company and its counsel by telephone of
its intention to deliver such materials and the approximate date
on which the first such delivery of such materials is expected to
occur. Not later than 10:30 a.m., New York time, on the business
day immediately following the date on which any Collateral Term
Sheet was first delivered to a prospective investor in such
Offered Certificates, the Underwriter shall deliver to the
Company five complete copies of all materials provided by the
Underwriter to prospective investors in the Offered Certificates
which constitute "Collateral Term Sheets." Each delivery of a
Collateral Term Sheet to the Company pursuant to this paragraph
(a) shall be effected by delivering four copies of such materials
to counsel for the Company on behalf of the Company at the
address specified in Section 3 hereof and one copy of such
materials to the Company. (Collateral Term Sheets and Structural
Term Sheets are, together, referred to herein as "ABS Term
Sheets.") At the time of each such delivery, the Underwriter
shall indicate in writing that the materials being delivered
constitute Collateral Term Sheets, and, if there has been any
prior such delivery with respect to the related Series, shall
indicate whether such materials differ in any material respect
from any Collateral Term Sheets previously delivered to the
Company with respect to such Series pursuant to this Section 9(a)
as a result of the occurrence of a material change in the
characteristics of the related Mortgage Loans.
(b) The Underwriter represents and warrants to and
agrees with the Company as of the date of the related Terms
Agreement and as of the Closing Date, that:
(i) The Collateral Term Sheets furnished to
the Company pursuant to Section 9(a) constitute all of the
materials furnished to prospective investors by the
Underwriter prior to time of delivery thereof to the
Company that are required to be filed with the Commission
as "Collateral Term Sheets" with respect to the related
Offered Certificates in accordance with the PSA Letter, and
such Collateral Term Sheets comply with the requirements of
the PSA Letter;
(ii) On the date any such Collateral Term
Sheets with respect to such Offered Certificates were last
furnished to each prospective investor and on the date of
delivery thereof to the Company pursuant to Section 9(a)
and on the related Closing Date, such Collateral Term
Sheets did not and will not include any untrue statement of
a material fact or, when read in conjunction with the
Prospectus and Prospectus Supplement, omit to state a
material fact required to be stated therein or necessary to
make the statements therein not misleading; and
- 27 -
<PAGE>
(iii) the Underwriter has not represented to
any prospective investor that any Collateral Term Sheets
with respect to any Series were prepared or disseminated on
behalf of the Company, and, except as otherwise disclosed
by the Underwriter to the Company in writing prior to the
date hereof, all Collateral Term Sheets previously
furnished to prospective investors included a disclaimer to
the effect set forth in Section 8(d).
Notwithstanding the foregoing, the Underwriter makes no
representation or warranty as to whether any Collateral Term
Sheet included or will include any untrue statement or material
omission resulting directly from any Mortgage Pool Error (except
any Corrected Mortgage Pool Error, with respect to materials
prepared after the receipt by the Underwriter from the Company of
notice of such Corrected Mortgage Pool Error or materials
superseding or correcting such Corrected Mortgage Pool Error).
(c) The Underwriter acknowledges and agrees that any
Collateral Term Sheets with respect to any Series of Certificates
furnished to prospective investors from and after the date hereof
shall include a disclaimer in form satisfactory to the Company to
the effect set forth in Section 8(d) hereof, and to the effect
that the information contained in such materials supersedes the
information contained in any prior Collateral Term Sheet with
respect to such Series of Offered Certificates and will be
superseded by the description of the related Mortgage Loans in
the related Prospectus Supplement and in the Detailed Description
relating to such Prospectus Supplement to be filed under cover of
Form 8-K. The Underwriter agrees that it will not represent to
prospective investors that any Collateral Term Sheets were
prepared or disseminated on behalf of the Company.
(d) If, at any time when a prospectus relating to the
Offered Certificates of a Series is required to be delivered
under the Act, it shall be necessary to amend or supplement the
related Prospectus as a result of an untrue statement of a
material fact contained in any Collateral Term Sheets provided by
the Underwriter pursuant to this Section 9 or the omission to
state therein a material fact required, when considered in
conjunction with the related Prospectus and Prospectus
Supplement, to be stated therein or necessary to make the
statements therein, when read in conjunction with the related
Prospectus and Prospectus Supplement, not misleading, or if it
shall be necessary to amend or supplement any Current Report
relating to any Collateral Term Sheets to comply with the Act or
the rules thereunder, the Underwriter promptly will prepare and
furnish to the Company for filing with the Commission an
amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance. The
Underwriter represents and warrants to the Company, as of the
date of delivery of such amendment or supplement to the Company,
- 28 -
<PAGE>
that such amendment or supplement will not include any untrue
statement of a material fact or, when read in conjunction with
the related Prospectus and Prospectus Supplement, omit to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading; provided, however, the
Underwriter makes no representation or warranty as to whether any
such amendment or supplement will include any untrue statement
resulting directly from any Mortgage Pool Error (except any
Corrected Mortgage Pool Error, with respect to any such amendment
or supplement prepared after the receipt by the Underwriter from
the Company of notice of such Corrected Mortgage Pool Error or
materials superseding or correcting such Corrected Mortgage Pool
Error). The Company shall have no obligation to file such
amendment or supplement if the Company determines that (i) such
amendment or supplement contains any untrue statement of a
material fact or, when read in conjunction with the related
Prospectus and Prospectus Supplement, omits to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading; it being understood, however,
that the Company shall have no obligation to review or pass upon
the accuracy or adequacy of, or to correct, any such amendment or
supplement provided by the Underwriter to the Company pursuant to
this paragraph (d) or (ii) such filing is not required under the
Act.
10. Termination. This Agreement (with respect to a
particular Certificate Offering) and the related Terms Agreement
shall be subject to termination in the absolute discretion of the
Underwriter, by notice given to the Company prior to delivery of
and payment for the related Offered Certificates, if prior to the
related Closing Date (i) trading in securities generally on the
New York Stock Exchange shall have been suspended or materially
limited, (ii) a general moratorium on commercial banking
activities in New York shall have been declared by either federal
or New York State authorities, or (iii) there shall have occurred
any outbreak or material escalation of hostilities or other
calamity or crisis the effect of which on the financial markets
of the United States is such as to make it, in the reasonable
judgment of the Underwriter, impracticable to market such Offered
Certificates.
11. Representations and Indemnities to Survive
Delivery. The agreements, representations, warranties,
indemnities and other statements of the Company or its officers
and of the Underwriter set forth in or made pursuant to this
Agreement and the related Terms Agreement will remain in full
force and effect, regardless of any investigation made by or on
behalf of the Underwriter or the Company or any of the officers,
directors or controlling persons referred to in Section 7 hereof,
and will survive delivery of and payment for the related Offered
Certificates. The provisions of Section 7 hereof shall survive
- 29 -
<PAGE>
the termination or cancellation of this Agreement and the related
Terms Agreement.
12. Successors. This Agreement and the related Terms
Agreement will inure to the benefit of and be binding upon the
parties hereto and thereto and their respective successors and
the officers, directors and controlling persons referred to in
Section 7 hereof, and their successors and assigns, and no other
person will have any right or obligation hereunder or thereunder.
No purchaser of any Offered Certificate from the Underwriter
shall be deemed a successor or assign by reason of such purchase.
13. APPLICABLE LAW. THIS AGREEMENT AND THE RELATED
TERMS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED THEREIN.
14. Miscellaneous. This Agreement, as supplemented by
the related Terms Agreement, supersedes all prior and
contemporaneous agreements and understandings relating to the
subject matter hereof. This Agreement and the related Terms
Agreement or any term of each may not be changed, waived,
discharged or terminated except by an affirmative written
agreement made by the party against whom enforcement of the
change, waiver, discharge or termination is sought. The headings
in this Agreement and the related Terms Agreement are for
purposes of reference only and shall not limit or otherwise
affect the meaning hereof or thereof.
15. Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to the
Underwriter, will be delivered to it at the address first above
written; or if sent to the Company, will be delivered to GE
Capital Mortgage Services, Inc., Three Executive Campus, Cherry
Hill, New Jersey 08002, Attention: General Counsel.
- 30 -
<PAGE>
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the
undersigned a counterpart hereof, whereupon this letter and your
acceptance shall represent a binding agreement between the
Company and the Underwriter.
Very truly yours,
GE CAPITAL MORTGAGE SERVICES, INC.
By:
Name:
Title:
The foregoing Agreement is hereby confirmed and accepted as of
the date first above written.
SALOMON BROTHERS INC
By:
Name:
Title:
<PAGE>
EXHIBIT A
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES ____-__
TERMS AGREEMENT
(to Underwriting Agreement,
dated October 23, 1995
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus [Date]
Cherry Hill, NJ 08002
Salomon Brothers Inc (the "Underwriter") agrees,
subject to the terms and provisions herein and of the captioned
Underwriting Agreement (the "Underwriting Agreement"), to
purchase such Classes of Series ____-__ Certificates specified in
Section 2(a) hereof (the "Offered Certificates"). This letter
supplements and modifies the Underwriting Agreement solely as it
relates to the purchase and sale of the Offered Certificates
described below. The Series ____-__ Certificates are registered
with the Securities and Exchange Commission by means of an
effective Registration Statement (No. 33-___). Capitalized terms
used and not defined herein have the meanings given them in the
Underwriting Agreement.
Section 1. The Mortgage Pool: The Series ____-__
Certificates shall evidence the entire beneficial ownership
interest in a mortgage pool (the "Mortgage Pool") of
conventional, fixed rate, fully amortizing one- to four-family
residential mortgage loans (the "Mortgage Loans") having the
following characteristics as of ________ __, ____ (the "Cut-off
Date"):
(a) Aggregate Principal Amount of the Mortgage Pool:
$[ ] aggregate principal balance as of the Cutoff Date,
subject to [an upward or downward variance of up to [ ]%,
the precise aggregate principal balance to be determined by
the Company][a permitted variance such that the aggregate
Scheduled Principal Balance thereof will be not less than
$[ ] or greater than $[ ]].
(b) Original Terms to Maturity: The original term to
maturity of each Mortgage Loan included in the Mortgage Pool
shall be between ___ and ___ years.
A-1
<PAGE>
Section 2. The Certificates: The Offered
Certificates shall be issued as follows:
(a) Classes: The Offered Certificates shall be issued
with the following Class designations, interest rates and
principal balances, subject in the aggregate to the
variance referred to in Section 1(a)[and, as to any
particular Class, to an upward or downward variance of up
to [ ]%]:
Principal Interest Class Purchase
Class Balance Rate Price Percentage
(b) The Offered Certificates shall have such other
characteristics as described in the related Prospectus.
Section 3. Purchase Price: The Purchase Price for each
Class of the Offered Certificates shall be the Class Purchase
Price Percentage therefor (as set forth in Section 2(a) above) of
the initial Class Certificates Principal Balance thereof plus
accrued interest at the rate of [ ]% per annum from and including
the Cut-off Date up to, but not including, _________ __, ____
(the "Closing Date").
Section 4. Required Ratings: The Offered
Certificates shall have received Required Ratings of at least
[ ] from [ ].
Section 5. Tax Treatment: [One or more elections
will be made to treat the assets of the Trust Fund as a REMIC.]
[The Trust Fund will be treated as a "grantor trust" for federal
income tax purposes.]
[Section 6. Additional Expenses:]*
- --------
* to be inserted if applicable.
A-2
<PAGE>
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the
undersigned a counterpart hereof, whereupon this letter and your
acceptance shall represent a binding agreement between the
Underwriter and the Company.
Very truly yours,
SALOMON BROTHERS INC
By:
Name:
Title:
The foregoing Agreement is hereby confirmed and accepted as of
the date first above written.
GE CAPITAL MORTGAGE SERVICES, INC.
By:
Name:
Title:
A-3
EXECUTION
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES 1998-3
TERMS AGREEMENT
(to Underwriting Agreement
dated October 23, 1995,
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus January 27, 1998
Cherry Hill, NJ 08002
Salomon Brothers Inc (the "Underwriter") agrees,
subject to the terms and provisions herein and of the captioned
Underwriting Agreement (the "Underwriting Agreement"), to
purchase the Classes of Series 1998-3 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 1998-3 Certificates are
registered with the Securities and Exchange Commission by means
of an effective Registration Statement (No. 333-43755).
Capitalized terms used and not defined herein have the meanings
given them in the Underwriting Agreement.
Section 1. The Mortgage Pool: The Series 1998-3
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 January 1, 1998 (the
"Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pool:
$313,930,355 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 $297,112,500 or greater than
$328,387,500.
(b) Original Terms to Maturity: The original term to
maturity of substantially all of the Mortgage Loans included
in the Mortgage Pool shall be between 20 and 30 years.
<PAGE>
Section 2. The Certificates: The Offered Certificates
shall be issued as follows:
(a) Classes: The Offered Certificates shall be issued
with the following Class designations, interest rates and
principal balances, subject in the aggregate to the
variance referred to in Section 1(a):
Class
Purchase
Principal Interest Price
Class Balance Rate Percentage
- ----- ------- ---- ----------
Class M $5,493,000.00 7.00% 102.174410%
Class B1 3,139,000.00 7.00 101.432180
Class B2 1,570,000.00 7.00 99.971530
(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, January 29,
1998 (the "Closing Date").
Section 4. Required Ratings: The Offered Certificates
shall have received Required Ratings of at least "AA", "A" and
"BBB", respectively, from Fitch IBCA, Inc.
Section 5. Tax Treatment: One or more elections will
be made to treat the assets of the Trust Fund as a REMIC.
2
<PAGE>
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the
undersigned a counterpart hereof, whereupon this letter and your
acceptance shall represent a binding agreement between the
Underwriter and the Company.
Very truly yours,
SALOMON BROTHERS INC
By:______________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
GE CAPITAL MORTGAGE SERVICES, INC.
By:____________________________
Name:
Title:
EXECUTION
- -----------------------------------------------------------------
GE CAPITAL MORTGAGE SERVICES, INC.,
Seller and Servicer
and
STATE STREET BANK AND TRUST COMPANY,
Trustee
-----------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of January 1, 1998
-----------------------------------
REMIC Multi-Class Pass-Through Certificates,
Series 1998-3
- -----------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
Section Page
- ------- ----
ARTICLE I
DEFINITIONS
1.01. Definitions.............................................. 1
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
2.01. Conveyance of Mortgage Loans............................. 41
2.02. Acceptance by Trustee.................................... 44
2.03. Representations and Warranties of the Company; Mortgage
Loan Repurchase........................................ 45
2.04. Execution of Certificates................................ 51
2.05. The REMICs............................................... 52
2.06. Designations under the REMIC Provisions.................. 53
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
3.01. Company to Act as Servicer............................... 54
3.02. Collection of Certain Mortgage Loan Payments; Mortgage
Loan Payment Record; Certificate Account............... 59
3.03. Collection of Taxes, Assessments and Other Items......... 62
3.04. Permitted Debits to the Mortgage Loan Payment Record..... 63
3.05. Maintenance of the Primary Insurance Policies............ 64
3.06. Maintenance of Hazard Insurance.......................... 65
3.07. Assumption and Modification Agreements................... 66
3.08. Realization Upon Defaulted Mortgage Loans................ 67
3.09. Trustee to Cooperate; Release of Mortgage Files.......... 70
3.10. Servicing Compensation; Payment of Certain Expenses by the
Company................................................ 71
3.11. Reports to the Trustee; Certificate Account Statements... 72
3.12. Annual Statement as to Compliance........................ 72
3.13. Annual Independent Public Accountants' Servicing Report.. 72
3.14. Access to Certain Documentation and Information Regarding
the Mortgage Loans..................................... 73
3.15. Maintenance of Certain Servicing Policies................ 73
3.16. Optional Purchase of Defaulted Mortgage Loans............ 74
ARTICLE IV
PAYMENTS AND STATEMENTS
4.01. Distributions............................................ 74
4.02. Method of Distribution................................... 81
4.03. Allocation of Losses..................................... 82
4.04. Monthly Advances; Purchases of Defaulted Mortgage Loans.. 85
4.05. Statements to Certificateholders......................... 86
4.06. Servicer's Certificate................................... 88
i
<PAGE>
Section Page
4.07. Reports of Foreclosures and Abandonments of Mortgaged
Property............................................... 88
4.08. Reduction of Base Servicing Fees by Compensating Interest
Payments............................................... 89
4.09. Surety Bond.............................................. 89
ARTICLE V
THE CERTIFICATES
5.01. The Certificates......................................... 89
5.02. Registration of Transfer and Exchange of Certificates.... 92
5.03. Mutilated, Destroyed, Lost or Stolen Certificates........ 99
5.04. Persons Deemed Owners.................................... 99
5.05. Access to List of Certificateholders' Names and Addresses100
5.06. Representation of Certain Certificateholders.............100
5.07. Determination of COFI....................................100
5.08. Determination of LIBOR...................................101
ARTICLE VI
THE COMPANY
6.01. Liability of the Company.................................103
6.02. Merger or Consolidation of, or Assumption of the
Obligations of, the Company............................103
6.03. Assignment...............................................103
6.04. Limitation on Liability of the Company and Others........104
6.05. The Company Not to Resign................................105
ARTICLE VII
DEFAULT
7.01. Events of Default........................................105
7.02. Trustee to Act; Appointment of Successor.................107
7.03. Notification to Certificateholders.......................108
ARTICLE VIII
THE TRUSTEE
8.01. Duties of Trustee........................................108
8.02. Certain Matters Affecting the Trustee....................109
8.03. Trustee Not Liable for Certificates or Mortgage Loans....111
8.04. Trustee May Own Certificates.............................111
8.05. The Company to Pay Trustee's Fees and Expenses...........111
8.06. Eligibility Requirements for Trustee.....................112
8.07. Resignation or Removal of Trustee........................112
8.08. Successor Trustee........................................113
8.09. Merger or Consolidation of Trustee.......................114
8.10. Appointment of Co-Trustee or Separate Trustee............114
8.11. Compliance with REMIC Provisions; Tax Returns............115
ii
<PAGE>
Section Page
ARTICLE IX
TERMINATION
9.01. Termination upon Repurchase by the Company or Liquidation
of All Mortgage Loans..................................116
9.02. Additional Termination Requirements......................117
ARTICLE X
MISCELLANEOUS PROVISIONS
10.01. Amendment...............................................118
10.02. Recordation of Agreement................................120
10.03. Limitation on Rights of Certificateholders..............120
10.04. Governing Law...........................................121
10.05. Notices.................................................121
10.06. Notices to the Rating Agencies..........................121
10.07. Severability of Provisions..............................122
10.08. Certificates Nonassessable and Fully Paid...............122
iii
<PAGE>
Exhibits
EXHIBIT A Forms of Certificates
EXHIBIT B Principal Balance Schedules
EXHIBIT C Mortgage Loans
EXHIBIT D Form of Servicer's Certificate
EXHIBIT E Form of Transfer Certificate as to
ERISA Matters for Definitive
ERISA-Restricted Certificates
EXHIBIT F Form of Residual Certificate
Transferee Affidavit
EXHIBIT G Form of Residual Certificate
Transferor Letter
EXHIBIT H Additional Servicer Compensation
EXHIBIT I Form of Investment Letter for
Definitive Restricted Certificates
EXHIBIT J Form of Distribution Date
Statement
EXHIBIT K Form of Special Servicing and
Collateral Fund Agreement
EXHIBIT L Form of Lost Note Affidavit and
Agreement
EXHIBIT M Schedule of Designated Loans
EXHIBIT N Table of Scheduled Pool Balances
iv
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of
January 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: Any Class A7 or Class
A8 Certificate.
Accretion Directed Component: None.
Accretion Termination Date: With respect to the Class
A9 Certificates, the earliest to occur of (i) the
Distribution Date on which the Segment Principal Balance of
the TAC Segment has been reduced to zero; (ii) the Jump
Trigger Date, if any; and (iii) the Cross-Over Date, if
any.
Accrual Amount: As to any Class of Accrual
Certificates and any Accrual Component and each
Distribution Date through the related Accretion Termination
Date, the sum of (x) any amount of Accrued Certificate
Interest allocable to such Class or Component pursuant to
Section 4.01(a)(i) on such Distribution Date and (y) any
amount of Unpaid Class Interest Shortfall allocable to such
Class or Component pursuant to Section 4.01(a)(ii) on such
Distribution Date, to the extent that such amounts are
distributed to any Accretion Directed Certificates pursuant
to Section 4.01(e). As to any Class of Accrual Certificates
and any Accrual Component and each Distribution Date after
the related Accretion Termination Date, zero.
Accrual Certificates: The Class A9 Certificate.
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
<PAGE>
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
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.
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
2
<PAGE>
for which the related Prepayment Distribution Trigger has
been satisfied on such Distribution Date, the fraction,
expressed as a percentage, the numerator of which is the
Class Certificate Principal Balance of such Class and the
denominator of which is the aggregate Class Certificate
Principal Balance of all such Classes. As to any
Distribution Date and each Class of Class B Certificates
for which the related Prepayment Distribution Trigger has
not been satisfied on such Distribution Date, 0%.
Amortization Payment: As to any REO Mortgage Loan and
any month, the payment of principal and accrued interest
due in such month in accordance with the terms of the
related Mortgage Note as contemplated by Section 3.08(b).
Amount Held for Future Distribution: As to each
Distribution Date, the total of all amounts credited to the
Mortgage Loan Payment Record as of the preceding
Determination Date on account of (i) Principal Prepayments,
Insurance Proceeds and Liquidation Proceeds received
subsequent to the preceding Prepayment Period applicable to
such receipts, and (ii) monthly payments of principal and
interest due subsequent to the preceding Due Date.
Anniversary Determination Date: The Determination Date
occurring in February of each year that the Certificates are
outstanding, commencing in February 1999.
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
3
<PAGE>
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, 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).
Bankruptcy Loss Amount: As of any Determination Date
prior to the first Anniversary Determination Date, the
Bankruptcy Loss Amount shall equal $123,439, as reduced by
the aggregate amount of Deficient Valuations and Debt
Service Reductions since the Cut-off Date. As of any
Determination Date after the first Anniversary
Determination Date, other than an Anniversary Determination
Date, the Bankruptcy Loss Amount shall equal the Bankruptcy
Loss Amount on the immediately preceding Anniversary
Determination Date as reduced by the aggregate amount of
Deficient Valuations and Debt Service Reductions since such
preceding Anniversary Determination Date. As of any
Anniversary Determination Date, the Bankruptcy Loss Amount
shall equal the lesser of (x) the Bankruptcy Loss Amount as
of the preceding Determination Date as reduced by any
Deficient Valuations and Debt Service Reductions for the
preceding Distribution Date, and (y) the greater of (i) the
Fitch Formula Amount for such Anniversary Determination
Date and (ii) the S&P Formula Amount for such Anniversary
Determination Date.
The Bankruptcy Loss Amount may be further reduced by
the Company (including accelerating the manner in which
such coverage is reduced) provided that prior to any such
reduction, the Company shall obtain written confirmation
from each Rating Agency that such reduction shall not
adversely affect the then-current rating assigned to the
related Classes of Certificates by such Rating Agency and
shall provide a copy of such written confirmation to the
Trustee.
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
4
<PAGE>
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.
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).
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.
5
<PAGE>
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, and as of any Distribution Date, the per
annum fixed rate specified in Section 5.01(b).
Certificate Owner: With respect to any Book-Entry
Certificate, the person who is the beneficial owner thereof.
Certificate Principal Balance: As to any Certificate
other than a Notional Certificate, and as of any
Distribution Date, the Initial Certificate Principal
Balance of such Certificate (plus, in the case of any
Accrual Certificate or any Certificate consisting of
Accrual Components, its Percentage Interest of any related
Accrual Amount for each previous Distribution Date) less
the sum of (i) all amounts distributed with respect to such
Certificate in reduction of the Certificate Principal
Balance thereof on previous Distribution Dates pursuant to
Section 4.01, (ii) any Realized Losses allocated to such
Certificate on previous Distribution Dates pursuant to
Section 4.03(b) and (c), and (iii) in the case of a
Subordinate Certificate, such Certificate's Percentage
Interest of the Subordinate Certificate Writedown Amount
allocated to such Certificate on previous Distribution
Dates. The Notional Certificates are issued without
Certificate Principal Balances.
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
6
<PAGE>
shall not be taken into account in determining whether the
requisite amount of Percentage Interests (or Voting Rights)
necessary to effect any such consent has been obtained;
provided, however, that in determining whether the Trustee
shall be protected in relying on such consent only the
Certificates that the Trustee knows to be so held shall be
so disregarded.
Class: All Certificates bearing the same class
designation or any Lower Tier Interest.
Class B Certificate: Any Class B1, Class B2, Class B3,
Class B4 or Class B5 Certificate.
Class Certificate Principal Balance: As to any Class
of Certificates, other than any Class of Notional
Certificates, and as of any date of determination, the
aggregate of the Certificate Principal Balances of all
Certificates of such Class. The Class Certificate Principal
Balance of each such Class of Certificates as of the
Closing Date is specified in Section 5.01(b).
Class Interest Shortfall: As to any Distribution Date
and any Class of Certificates (other than any Class of
Principal Only Certificates 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: January 29, 1998.
Code: The Internal Revenue Code of 1986, as it may be
amended from time to time, any successor statutes thereto,
7
<PAGE>
and applicable U.S. Department of the Treasury temporary or
final regulations promulgated thereunder.
COFI: The monthly weighted average cost of funds for
savings institutions the home offices of which are located
in Arizona, California, or Nevada that are member
institutions of the Eleventh Federal Home Loan Bank
District, as computed from statistics tabulated and
published by the Federal Home Loan Bank of San Francisco in
its monthly Information Bulletin.
COFI Certificates: None.
COFI Determination Date: As to each Interest Accrual
Period for any COFI Certificates, the last Business Day of
the calendar month preceding the commencement of such
Interest Accrual Period.
Company: GE Capital Mortgage Services, Inc., a
corporation organized and existing under the laws of the
State of New Jersey, or its successor in interest or, if
any successor servicer is appointed as herein provided,
then such successor servicer.
Compensating Interest Payment: With respect to any
Distribution Date, an amount equal to the aggregate of the
Interest Shortfalls described in clauses (a) and (b) of the
definition thereof with respect to such Distribution Date;
provided, however, that such amount shall not exceed the
lesser of (i) an amount equal to the product of (x) the
Pool Scheduled Principal Balance with respect to such
Distribution Date and (y) one-twelfth of 0.125%, and (ii)
the aggregate of the 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: None.
Component Certificate: None.
Component Interest Rate: None.
Component Principal Balance: As of any Distribution
Date, and with respect to any Component, other than any
Notional Component, the initial Component Principal Balance
thereof (as set forth, as applicable, in the definition of
Component) (plus, in the case of any Accrual Component, any
related Accrual Amount for each previous Distribution Date)
less the sum of (x) all amounts distributed in reduction
thereof on previous Distribution Dates pursuant to Section
8
<PAGE>
4.01 and (y) the amount of all Realized Losses allocated
thereto pursuant to Section 4.03(d).
Confirmatory Mortgage Note: With respect to any
Mortgage Loan, a note or other evidence of indebtedness
executed by the Mortgagor confirming its obligation under
the note or other evidence of indebtedness previously
executed by the Mortgagor upon the origination of the
related Mortgage Loan.
Corporate Trust Office: The principal office of the
Trustee at which at any particular time its corporate trust
business shall be administered, which office at the date of
the execution of this instrument is located at 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: January 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
9
<PAGE>
Mortgagor has failed to make unexcused payment in full of a
total of three or more consecutive installments of
principal and interest, and as to which such delinquent
installments have not been paid, as of the close of
business on the last Business Day of the month next
preceding the month of such Determination Date.
Defective Mortgage Loan: Any Mortgage Loan which is
required to be purchased by the Company (or which the
Company may replace with a substitute Mortgage Loan)
pursuant to Section 2.02 or 2.03(a).
Deficient Valuation: As to any Mortgage Loan and any
Determination Date, the excess of (a) the then outstanding
indebtedness under such Mortgage Loan over (b) the
valuation by a court of competent jurisdiction of the
related Mortgaged Property as a result of a proceeding
initiated by or against the related Mortgagor under the
Bankruptcy Code, as amended from time to time (11 U.S.C.),
pursuant to which such Mortgagor retained such Mortgaged
Property.
Definitive Certificate: Any Certificate, other than a
Book-Entry Certificate, issued in definitive, fully
registered form.
Definitive Restricted Junior Certificate: Any
Restricted Junior Certificate that is in the form of a
Definitive Certificate.
Depository: The initial Depository shall be The
Depository Trust Company, the nominee of which is CEDE &
Co. The Depository shall at all times be a "clearing
corporation" as defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New York, as amended, or
any successor provisions thereto.
Depository Participant: A broker, dealer, bank or
other financial institution or other Person for which, from
time to time, the Depository effects book-entry transfers
and pledges of securities deposited with such Depository.
Designated Loan Closing Documents: With respect to any
Designated Loan, a Lost Note Affidavit substantially in the
form of Exhibit L, and an assignment of the related
Mortgage to the Trustee in recordable form (except for the
omission therein of recording information concerning such
Mortgage).
Designated Loans: None.
Determination Date: With respect to any Distribution
Date, the fifth Business Day prior thereto.
10
<PAGE>
Discount Mortgage Loan: Any Mortgage Loan with a Net
Mortgage Rate less than 7.00% per annum.
Disqualified Organization: Any of the following: (i)
the United States, any State or political subdivision
thereof, or any agency or instrumentality of any of the
foregoing (including but not limited to state pension
organizations); (ii) a foreign government, International
Organization or any agency or instrumentality of either of
the foregoing; (iii) an organization (except certain
farmers' cooperatives described in Code section 521) which
is exempt from tax imposed by Chapter 1 of the Code
(including the tax imposed by section 511 of the Code on
unrelated business taxable income); and (iv) a rural
electric and telephone cooperative described in Code
section 1381(a)(2)(C). The terms "United States," "State"
and "International Organization" shall have the meanings
set forth in Code section 7701 or successor provisions. A
corporation will not be treated as an instrumentality of
the United States or of any State or political subdivision
thereof for these purposes if all of its activities are
subject to tax and a majority of its board of directors is
not selected by such governmental unit.
Distribution Date: The 25th day of each calendar month
after the month of initial issuance of the Certificates,
or, if such 25th day is not a Business Day, the next
succeeding Business Day.
Distribution Date Statement: The statement referred to
in Section 4.05(a).
Document File: As defined in Section 2.01.
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
11
<PAGE>
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.
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.
12
<PAGE>
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 $3,139,304 minus the
aggregate amount of Fraud Losses that would have been
allocated to the Junior Certificates in accordance with
Section 4.03 in the absence of the Loss Allocation
Limitation since the Cut-off Date, and (y) from the first
through the fifth anniversary of the Cut-off Date, an
amount equal to (1) the lesser of (a) the Fraud Loss Amount
as of the most recent anniversary of the Cut-off Date and
(b) 1% (from the first through and excluding the third
anniversaries of the Cut-off Date) or 0.5% (from and
including the third through and 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. After the fifth
13
<PAGE>
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 has been reduced to zero.
Group I Senior Certificate: Any Class A2, Class A3,
Class A4, Class A5, Class A7, Class A8, Class A9, Class
A10, Class R or Class RL Certificate.
Group II Certificates: Any Class A1 Certificate.
Group II 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 Class
Certificate Principal Balance of the Class A1 Certificates
immediately prior to such Distribution Date by an amount
equal to the aggregate Certificate Principal Balance of all
the Certificates (other than the Class PO Certificates)
immediately prior to such Distribution Date.
Group II Prepayment Distribution Percentage: For any
Distribution Date occurring prior to and including the
Distribution Date in January 2003, 0%; thereafter through
the Distribution Date in January 2004, 30%; thereafter
through the Distribution Date in January 2005, 40%;
thereafter through the Distribution Date in January 2006,
60%; thereafter through the Distribution Date in January
2007, 80%; and from February 2007 and thereafter, 100%.
Group II Scheduled Distribution Percentage: For any
Distribution Date through the Distribution Date in January
2003; 0%. The Group II Scheduled Distribution Percentage on
any Distribution Date after the Distribution Date in
January 2003 will equal the Group II Percentage for such
Distribution Date. Notwithstanding the foregoing, on any
Distribution Date after the Group I Final Distribution
Date, the Group II Scheduled Distribution Percentage will
equal the Senior Percentage for such Distribution Date.
Group II Senior Principal Distribution Amount: For 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 (calculated without giving
effect to the Senior Percentage or Senior Prepayment
Percentage for such date) multiplied by the Group II
Scheduled Distribution 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 (calculated without giving effect to the Senior
Prepayment Percentage) for such date multiplied by the
product of (x)
14
<PAGE>
the Group II Percentage for such date and (y) the Group II
Prepayment Distribution Percentage for such date.
Notwithstanding the foregoing, (i) on the Group I Final
Distribution Date, the Group II Senior Principal
Distribution Amount will be increased by any Senior Optimal
Principal Amount remaining after distributions of principal
have been made on the Group I Senior Certificates, and (ii)
following the Group I Final Distribution Date, the Group II
Senior Principal Distribution Amount will equal the Senior
Optimal Principal Amount.
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.
The Interest Accrual Period for each Class of Lower Tier
Interests shall be the Interest Accrual Period for such
Class of Lower Tier Interest's Corresponding Class (or
Classes).
Interest 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
15
<PAGE>
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 Rate and interest at the
Remittance Rate, respectively, in the absence of the Debt
Service Reduction.
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.
16
<PAGE>
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.
Jump Trigger Date: The first Distribution Date on
which (a) the aggregate Scheduled Principal Balance of the
Mortgage Loans as of such Distribution Date is less than
(b) the Scheduled Principal Balance of the Mortgage Loans
for such Distribution Date set forth on the Table of
Scheduled Pool Balances, attached hereto as Exhibit N.
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;
17
<PAGE>
(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.
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: January 25, 2030.
LIBOR: The per annum rate determined, pursuant to
Section 5.08, on the basis of London interbank offered rate
quotations for one-month Eurodollar deposits, as such
quotations may appear on the display designated as page
18
<PAGE>
"LIBO" on the Reuters Monitor Money Rates Service (or such
other page as may replace the LIBO page on the Reuters
Monitor Money Rates Service for the purpose of displaying
London interbank offered quotations of major banks).
LIBOR Certificate: None.
LIBOR Determination Date: The second London Business
Day immediately preceding the commencement of each Interest
Accrual Period for any LIBOR Certificates.
Liquidated Mortgage Loan: Any defaulted Mortgage Loan
as to which the Company has determined that all amounts
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 Business Day: Any day on which banks are open
for dealing in foreign currency and exchange in London,
England and New York City.
Loss Allocation Limitation: As defined in Section
4.03(g).
Lower Tier Balance: As to each Class of Lower Tier
Interests and any Distribution Date, the initial Lower Tier
Balance thereof set forth or specified in Section 2.05(a)
19
<PAGE>
(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 (x)
of the definition of the term Trust Fund.
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.
20
<PAGE>
Mortgage: The mortgage or deed of trust creating a
first lien on a fee simple interest in real property
securing a Mortgage Note.
Mortgage File: The mortgage documents listed in
Section 2.01 pertaining to a particular Mortgage Loan and
any additional documents required to be added to such
documents pursuant to this Agreement.
Mortgage Loan Payment Record: The record maintained by
the Company pursuant to Section 3.02(b).
Mortgage Loan Schedule: As of any date of
determination, the schedule of Mortgage Loans included in
the Trust Fund. The initial schedule of Mortgage Loans as
of the Cut-off Date is attached hereto as Exhibit C.
Mortgage Loans: As of any date of determination, each
of the mortgage loans identified on the Mortgage Loan
Schedule (as amended pursuant to Section 2.03(b)) delivered
and assigned to the Trustee pursuant to Section 2.01 or
2.03(b), and not theretofore released from the Trust Fund
by the Trustee.
Mortgage Note: With respect to any Mortgage Loan, the
note or other evidence of indebtedness (which may consist
of a Confirmatory Mortgage Note) evidencing the
indebtedness of a Mortgagor under such Mortgage Loan.
Mortgage Pool: The aggregate of the Mortgage Loans
identified in the Mortgage Loan Schedule.
Mortgage Rate: The per annum rate of interest borne by
a Mortgage Loan as set forth in the related Mortgage Note.
Mortgaged Property: The underlying real property
securing the Mortgage Loan.
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
21
<PAGE>
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.
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 7.00% per annum.
Non-permitted Foreign Holder: As defined in Section
5.02(b).
Non-PO Percentage: As to any Discount Mortgage Loan, a
fraction (expressed as a percentage), the numerator of
which is the Net Mortgage Rate of such Discount Mortgage
Loan and the denominator of which is 7.00%. 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 A6 Certificate.
Notional Component: None.
Notional Component Balance: None.
Notional Principal Balance: As to any Distribution
Date and the Class A6 Certificates, 10.7142857143% of the
22
<PAGE>
sum of the Class Certificate Principal Balances of the
Class A2, Class A3, Class A4 and Class A5 Certificates for
such Distribution Date.
Officer's Certificate: A certificate signed by the
President, a Senior Vice President or a Vice President of
the Company and delivered to the Trustee.
Opinion of Counsel: A written opinion of counsel, who
may be counsel for the Company; provided, however, that any
Opinion of Counsel with respect to the interpretation or
application of the REMIC Provisions or the status of an
account as an Eligible Account shall be the opinion of
independent counsel satisfactory to the Trustee.
Original Subordinate Principal Balance: As set forth
in the definition of Senior Prepayment Percentage.
Original Value: The value of the property underlying a
Mortgage Loan based, in the case of the purchase of the
underlying Mortgaged Property, on the lower of an appraisal
satisfactory to the Company or the sales price of such
property or, in the case of a refinancing, on an appraisal
satisfactory to the Company.
Outstanding Mortgage Loan: With respect to any Due
Date, a Mortgage Loan which, prior to such Due Date, was
not the subject of a Principal Prepayment in full, did not
become a Liquidated Mortgage Loan and was not purchased
pursuant to Section 2.02, 2.03(a), 3.01(c) or 3.16 or
replaced pursuant to Section 2.03(b).
Outstanding Non-Discount Mortgage Loan: Any
Outstanding Mortgage Loan that is a Non-Discount Mortgage
Loan.
PAC Balance: As to any Distribution Date and Class of
PAC Certificates and any PAC Segment, the balance
designated as such for such Distribution Date and such
Class or PAC Segment as set forth in the Principal Balance
Schedules.
PAC Certificate: Any Class A2, Class A3, Class A4 or
Class A5 Certificate.
PAC Component: None.
PAC Segment: The segment identified as such in the
definition of Segment Principal Balance.
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
23
<PAGE>
interest is distributed on such Class on such Distribution
Date and which is equal to a fraction (expressed as an
annualized percentage) the numerator of which is the
Accrued Certificate Interest for such Class and
Distribution Date, and the denominator of which is the
Class Certificate Principal Balance (or, in the case of the
Notional Certificates, the Notional Principal Balance) of
such Class immediately prior to such Distribution Date.
Percentage Interest: With respect to any Certificate,
the percentage interest in the undivided beneficial
ownership interest in the Trust Fund evidenced by
Certificates of the same Class as such Certificate. With
respect to any Certificate, the Percentage Interest
evidenced thereby shall equal the Initial Certificate
Principal Balance (or, in the case of a Notional
Certificate, the initial Notional Principal Balance)
thereof divided by the aggregate Initial Certificate
Principal Balance (or, in the case of a Notional
Certificate, the aggregate initial Notional Principal
Balance) of all Certificates of the same Class.
Permitted Investments: One or more of the following;
provided, however, that no such Permitted Investment may
mature later than the Business Day preceding the
Distribution Date after such investment except as otherwise
provided in Section 3.02(e) hereof, provided, further, that
such investments qualify as "cash flow investments" as
defined in section 860G(a)(6) of the Code:
(i) obligations of, or guaranteed as to timely
receipt of principal and interest by, the United
States or any agency or instrumentality thereof when
such obligations are backed by the full faith and
credit of the United States;
(ii) repurchase agreements on obligations
specified in clause (i) provided that the unsecured
obligations of the party agreeing to repurchase such
obligations are at the time rated by each Rating
Agency in the highest long-term rating category;
(iii) federal funds, certificates of deposit, time
deposits and banker's acceptances, of any U.S.
depository institution or trust company incorporated
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;
24
<PAGE>
(iv) commercial paper of any corporation
incorporated under the laws of the United States or
any state thereof which on the date of acquisition has
the highest short term rating of each Rating Agency;
and
(v) other obligations or securities that are
acceptable to each Rating Agency as a Permitted
Investment hereunder and will not, as evidenced in
writing, result in a reduction or withdrawal in the
then current rating of the Certificates.
Notwithstanding the foregoing, Permitted Investments shall
not include "stripped securities" and investments which
contractually may return less than the purchase price
therefor.
Person: Any legal person, including any individual,
corporation, partnership, joint venture, association,
limited liability company, joint-stock company, trust,
unincorporated organization or government or any agency or
political subdivision thereof.
Plan: Any Person which is an employee benefit plan
subject to ERISA or a plan subject to section 4975 of the
Code.
Pledged Asset Loan-to-Value Ratio: With respect to any
Pledged Asset Mortgage Loan, (i) the original loan amount
less the portion of any required Additional Collateral
which is covered by the Surety Bond, divided by (ii) the
Original Value of the related Mortgaged Property.
Pledged Asset Mortgage Loan: None.
Pledged Asset Mortgage Servicing Agreement: The
Pledged Asset Mortgage Servicing Agreement, dated as of
July 31, 1997 between MLCC and the Company.
PO Percentage: As to any Discount Mortgage Loan, a
fraction (expressed as a percentage), the numerator of
which is the excess of 7.00% over the Net Mortgage Rate of
such Discount Mortgage Loan and the denominator of which is
7.00%. 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
25
<PAGE>
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.
Pool Scheduled Principal Balance: With respect to any
Distribution Date, the aggregate Scheduled Principal Balance
of all the Mortgage Loans that were Outstanding Mortgage
26
<PAGE>
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: 250% of the Prepayment
Assumption.
Prepayment Distribution Trigger: As of any
Distribution Date and as to each Class of Class B
Certificates, the related Prepayment Distribution Trigger
is satisfied if (x) the fraction, expressed as a
percentage, the numerator of which is the aggregate Class
Certificate Principal Balance of such Class and each Class
subordinate thereto, if any, on such Distribution Date, and
the denominator of which is the Pool Scheduled Principal
Balance for such Distribution Date, equals or exceeds (y)
such percentage calculated as of the Closing Date.
Prepayment Interest Excess: As to any Voluntary
Principal Prepayment in full received from the first day
through the fifteenth day of any calendar month (other than
the calendar month in which the Cut-off Date occurs), all
amounts paid in respect of interest on such Principal
Prepayment. For purposes of determining the amount of
Prepayment Interest Excess for any month, a Voluntary
Principal Prepayment in full with respect to a Mortgage
Loan serviced by a Primary Servicer shall be deemed to have
been received when the Company, as servicer, receives
notice thereof. All Prepayment Interest Excess shall be
retained by the Company, as servicer, as additional
servicing compensation.
Prepayment Period: With respect to any Distribution
Date and any Voluntary Principal Prepayment in part or
other Principal Prepayment other than a Voluntary Principal
Prepayment in full, the calendar month preceding the month
of such Distribution Date; with respect to any Distribution
Date and any Voluntary Principal Prepayment in full, the
period beginning on the sixteenth day of the calendar month
preceding the month of such Distribution Date (or, in the
27
<PAGE>
case of the first Distribution Date, beginning on the
Cutoff Date) and ending on the fifteenth day of the month
in which such Distribution Date occurs.
Primary Insurance Policy: The certificate of private
mortgage insurance relating to a particular Mortgage Loan,
or an electronic screen print setting forth the information
contained in such certificate of private mortgage
insurance, including, without limitation, information
relating to the name of the mortgage insurance carrier, the
certificate number, the loan amount, the property address,
the effective date of coverage, the amount of coverage and
the expiration date of the policy. Each such policy covers
defaults by the Mortgagor, which coverage shall equal the
portion of the unpaid principal balance of the related
Mortgage Loan that exceeds 75% (or such lesser coverage
required or permitted by FNMA or FHLMC) of the Original
Value of the underlying Mortgaged Property.
Primary Servicer: Any servicer with which the Company
has entered into a servicing agreement, as described in
Section 3.01(f).
Principal Balance Schedules: Any principal balance
schedules attached hereto, if applicable, as Exhibit B,
setting forth the PAC Balances of any PAC Certificates, PAC
Components and PAC Segments, the TAC Balances of any TAC
Certificates, TAC Components and TAC Segments, and the
Scheduled Balances of any Scheduled Certificates and
Scheduled Components.
Principal Only Certificate: Any Class PO Certificate.
Principal Only Component: None.
Principal Prepayment: Any payment or other recovery of
principal on a Mortgage Loan (including, for this purpose,
any refinancing permitted by Section 3.01 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 January 27, 1998.
Prohibited Transaction Exemption: U.S. Department of
Labor Prohibited Transaction Exemption 90-36 (55 Fed. Reg.
25903, June 25, 1990).
28
<PAGE>
Property Protection Expenses: With respect to any
Mortgage Loan, expenses paid or incurred by or for the
account of the Company in accordance with the related
Mortgage for (a) real estate property taxes and property
repair, replacement, protection and preservation expenses
and (b) similar expenses reasonably paid or incurred to
preserve or protect the value of such Mortgage to the
extent the Company is not reimbursed therefor pursuant to
the Primary Insurance Policy, if any, or any other
insurance policy with respect thereto.
Purchase Price: With respect to any Mortgage Loan
required or permitted to be purchased hereunder from the
Trust Fund, an amount equal to 100% of the unpaid principal
balance thereof plus interest thereon at the applicable
Mortgage Rate from the date to which interest was last paid
to the first day of the month in which such purchase price
is to be distributed; provided, however, that if the
Company is the servicer hereunder, such purchase price
shall be net of unreimbursed Monthly Advances with respect
to such Mortgage Loan, and the interest component of the
Purchase Price may be computed on the basis of the
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, Fitch shall be the sole Rating
Agency. The Class B5 Certificates are issued without
ratings.
Realized Loss: Any (i) Deficient Valuation or (ii) as
to any Liquidated Mortgage Loan, (x) the unpaid principal
balance of such Liquidated Mortgage Loan plus accrued and
unpaid interest thereon at the Net Mortgage Rate through
the last day of the month of such liquidation less (y) the
related Liquidation Proceeds and Insurance Proceeds (as
reduced by the related Liquidation Expenses).
29
<PAGE>
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.
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.
30
<PAGE>
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 Certificates: None.
Scheduled Component: None.
Scheduled Principal Balance: As to any Mortgage Loan
and Distribution Date, the principal balance of such
Mortgage Loan as of the Due Date in the month next
preceding the month of such Distribution Date (or, if so
specified, such other date) as specified in the
amortization schedule at the time relating to such Mortgage
Loan (before any adjustment to such amortization schedule
by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period) after giving
effect to any previous Principal Prepayments, Deficient
Valuations incurred subsequent to the Bankruptcy Coverage
Termination Date, adjustments due to the application of the
Relief Act and the payment of principal due on such Due
Date, irrespective of any delinquency in payment by the
related Mortgagor. As to any Mortgage Loan and the Cut-off
Date, the "unpaid balance" thereof specified in the initial
Mortgage Loan Schedule.
31
<PAGE>
Segment Principal Balance: As to any Segment and as of
any Distribution Date, the initial Segment Principal
Balance thereof (as set forth below) less (x) all amounts
distributed in reduction thereof pursuant to Section
4.01(a) or (e) on previous Distribution Dates; and (y) the
amount of any Realized Losses allocated thereto pursuant to
Section 4.03(d). Set forth below are the designations and
initial Segment Principal Balances of the two "Segments"
created hereunder:
PAC Segment: $ 27,544,000
TAC Segment: $126,963,000
All amounts distributed in respect of the PAC and TAC
Segments shall be allocated to the Class A7 and Class A8
Certificates pursuant to Section 4.01(g) hereof.
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;
32
<PAGE>
(iii) the lesser of (x) the Senior Percentage of the
applicable Non-PO Percentage of the sum of (A) the
Scheduled Principal Balance of each Mortgage Loan that
became a Liquidated Mortgage Loan (other than Mortgage
Loans described in clause (B)) during the related
Prepayment Period and (B) the Scheduled Principal
Balance of each Mortgage Loan that was purchased by an
insurer from the Trustee during the related Prepayment
Period pursuant to the related Primary Insurance
Policy, as reduced in each case by the Senior
Percentage of the applicable Non-PO Percentage of the
principal portion of any Excess Losses (other than
Excess Bankruptcy Losses attributable to Debt Service
Reductions), and (y) the Senior Prepayment Percentage
of the applicable Non-PO Percentage of the sum of (A)
all Net Liquidation Proceeds allocable to principal
received in respect of each such Liquidated Mortgage
Loan (other than Mortgage Loans described in clause
(B)) and (B) the principal balance of each such
Mortgage Loan purchased by an insurer from the Trustee
pursuant to the related Primary Insurance Policy, in
each case during the related Prepayment Period;
(iv) the Senior Prepayment Percentage of the applicable
Non-PO Percentage of the Scheduled Principal Balance
of each Mortgage Loan which was purchased on such
Distribution Date pursuant to Section 2.02, 2.03(a) or
3.16; and
(v) the Senior Prepayment Percentage of the
applicable Non-PO Percentage of the Substitution
Amount for 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
33
<PAGE>
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 January
2003 to and including the Distribution Date in
January 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 January 2004
to and including the Distribution Date in January
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 January 2005
to and including the Distribution Date in January
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 January 2006
to and including the Distribution Date in January
2007, the Senior Percentage for such Distribution Date
plus 20% of the Junior Percentage for such
Distribution Date; and
(v) for any Distribution Date thereafter, the Senior
Percentage for such Distribution Date.
Notwithstanding the foregoing, if on any Distribution Date
the Senior Percentage exceeds the Senior Percentage as of
the Closing Date, the Senior Prepayment Percentage for such
Distribution Date will equal 100%.
In addition, notwithstanding the foregoing, no reduction of
the Senior Prepayment Percentage below the level in effect
for the most recent prior period as set forth in clauses
(i) through (iv) above shall be effective on any
Distribution Date unless at least one of the following two
tests is satisfied:
Test I: If, as of the last day of the month
preceding such Distribution Date, (i) the aggregate
Scheduled Principal Balance of Mortgage Loans
delinquent 60 days or more (including for this purpose
any Mortgage Loans in foreclosure and REO Mortgage
Loans) as a percentage of the aggregate Class
Certificate Principal Balance of the Junior
Certificates as of such date, does not exceed 50%, and
(ii) cumulative Realized Losses with respect to the
34
<PAGE>
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 February 2003 and
January 2004, (b) 35% of the Original Subordinate
Principal Balance if such Distribution Date occurs
between and including February 2004 and January 2005,
(c) 40% of the Original Subordinate Principal Balance
if such Distribution Date occurs between and including
February 2005 and January 2006, (d) 45% of the
Original Subordinate Principal Balance if such
Distribution Date occurs between and including
February 2006 and January 2007 and (e) 50% of the
Original Subordinate Principal Balance if such
Distribution Date occurs during or after February
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 February 2003 and January 2004,
(b) 15% of the Original Subordinate Principal Balance
if such Distribution Date occurs between and including
February 2004 and January 2005, (c) 20% of the
Original Subordinate Principal Balance if such
Distribution Date occurs between and including
February 2005 and January 2006, (d) 25% of the
Original Subordinate Principal Balance if such
Distribution Date occurs between and including
February 2006 and January 2007, and (e) 30% of the
Original Subordinate Principal Balance if such
Distribution Date occurs during or after February
2007.
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.
35
<PAGE>
Servicing Officer: Any officer of the Company involved
in, or responsible for, the administration and servicing of
the Mortgage Loans whose name appears on a list of
servicing officers attached to an Officer's Certificate
furnished to the Trustee by the Company, as such list may
from time to time be amended.
Single Certificate: A Certificate with an Initial
Certificate Principal Balance, or initial Notional
Principal Balance, of $1,000 or, in the case of a Class of
Certificates issued with an initial Class Certificate
Principal Balance or initial Notional Principal Balance of
less than $1,000, such lesser amount.
Special Hazard Loss: (i) A Realized Loss suffered by a
Mortgaged Property on account of direct physical loss,
exclusive of (a) any loss covered by a hazard policy or a
flood insurance policy required to be maintained in respect
of such Mortgaged Property under Section 3.06 and (b) any
loss caused by or resulting from:
(1) normal wear and tear;
(2) conversion or other dishonest act on the part of
the Trustee, the Company or any of their agents or
employees; or
(3) errors in design, faulty workmanship or faulty
materials, unless the collapse of the property or
a part thereof ensues;
or (ii) any Realized Loss suffered by the Trust Fund
arising from or related to the presence or suspected
presence of hazardous wastes or hazardous substances on a
Mortgaged Property unless such loss to a Mortgaged Property
is covered by a hazard policy or a flood insurance policy
required to be maintained in respect of such Mortgaged
Property under Section 3.06.
Special Hazard Loss Amount: As of any Distribution
Date, an amount equal to $3,139,304 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
36
<PAGE>
multiplied by the outstanding principal balance of all the
Mortgage Loans on the Distribution Date immediately
preceding such anniversary and (B) twice the outstanding
principal balance of the Mortgage Loan which has the
largest outstanding principal balance on the Distribution
Date immediately preceding such anniversary, and (y) an
amount calculated by the Company and approved by each
Rating Agency, which amount shall not be less than
$500,000.
Special Hazard Percentage: As of each anniversary of
the Cut-off Date, the greater of (i) 1.00% and (ii) the
largest percentage obtained by dividing (x) the aggregate
outstanding principal balance (as of the immediately
preceding Distribution Date) of the Mortgage Loans secured
by Mortgaged Properties located in a single, five-digit zip
code area in the State of California by (y) the outstanding
principal balance of all the Mortgage Loans as of the
immediately preceding Distribution Date.
Special Hazard Termination Date: The Distribution Date
upon which the Special Hazard Loss Amount has been reduced
to zero or a negative number (or the Cross-Over Date, if
earlier).
Specified Component: None.
Startup Day: As defined in Section 2.06(c).
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
37
<PAGE>
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 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
7.00%.
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, any TAC Component and any TAC Segment,
the balance designated as such for such Distribution Date
and such Class, Component or Segment as set forth in the
Principal Balance Schedules.
TAC Certificates: None.
TAC Component: None.
TAC Segment: The segment identified as such in the
definition of Segment Principal Balance.
38
<PAGE>
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;
(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;
(vii) the Certificate Account established pursuant
to Section 3.02(d);
39
<PAGE>
(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(f)
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 Component)
pursuant to Section 4.01(a)(ii), in the case of the Senior
Certificates and any Specified Component thereof (other
than any Principal Only Component), 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
40
<PAGE>
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 A6 Certificates), and 1% shall be
allocated to Class A6 Certificates. Voting Rights shall be
allocated among the Classes (and among the Certificates
within each such Class) 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. 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
41
<PAGE>
Servicing Agreement, and (iv) its rights as beneficiary under the
Surety Bond in respect of any Pledged Asset Mortgage Loan.
In connection with such transfer and assignment, the
Company does hereby deliver to the Trustee the following
documents or instruments with respect to each Mortgage Loan
(other than any Designated Loan) so transferred and assigned:
(i) The Mortgage Note, endorsed without recourse in
blank by the Company, including all intervening
endorsements showing a complete chain of endorsement from
the originator to the Company; provided, however, that if
such Mortgage Note is a Confirmatory Mortgage Note, such
Confirmatory Mortgage Note may be payable directly to the
Company or may show a complete chain of endorsement from
the named payee to the Company;
(ii) Any assumption and modification agreement; and
(iii) An assignment in recordable form (which may be
included in a blanket assignment or assignments) of the
Mortgage to the Trustee.
With respect to each Designated Loan, the Company does hereby
deliver to the Trustee the Designated Loan Closing Documents.
In instances where a completed assignment of the
Mortgage in recordable form cannot be delivered by the Company to
the Trustee prior to or concurrently with the execution and
delivery of this Agreement, due to a delay in connection with
recording of the Mortgage, the Company may, in lieu of delivering
the completed assignment in recordable form, deliver to the
Trustee the assignment in such form, otherwise complete except
for recording information.
In connection with each Mortgage Loan transferred and
assigned to the Trustee, the Company shall deliver to the Trustee
the following documents or instruments as promptly as
practicable, but in any event within 30 days, after receipt by
the Company of all such documents and instruments for all of the
outstanding Mortgage Loans:
(i) the Mortgage with evidence of recording indicated
thereon;
(ii) a copy of the title insurance policy; and
(iii) with respect to any Mortgage that has been
assigned to the Company, the related recorded intervening
assignment or assignments of Mortgage, showing a complete
chain of assignment from the originator to the Company.
42
<PAGE>
Pending such delivery, the Company shall retain in its files (a)
copies of the documents described in clauses (i) and (iii) of the
preceding sentence, without evidence of recording thereon, and
(b) title insurance binders with respect to the Mortgage Loans.
The Company shall also retain in its files evidence of any
primary mortgage insurance relating to the Mortgage Loans during
the period when the related insurance is in force. Pending
delivery of the documents referred to in the second preceding
sentence, such evidence of primary mortgage insurance shall
include a copy of the relevant Primary Insurance Policy. (The
copies of the Mortgage, intervening assignments of Mortgage, if
any, title insurance binder and the Primary Insurance Policy, if
any, described in the second and third preceding sentences are
collectively referred to herein as the "Document File" with
respect to each Mortgage Loan.) The Company shall advise the
Trustee in writing if such delivery to the Trustee shall not have
occurred on or before the first anniversary of the Closing Date.
The Company shall promptly furnish to the Trustee the documents
included in the Document Files (other than any such documents
previously delivered to the Trustee as originals or copies)
either (a) upon the written request of the Trustee or (b) when
the Company or the Trustee obtains actual notice or knowledge of
a Trigger Event. The Trustee shall have no obligation to request
delivery of the Document Files unless a Responsible Officer of
the Trustee has actual notice or knowledge of the occurrence of a
Trigger Event.
In the case of Mortgage Loans which have been prepaid
in full after the Cut-off Date and prior to the date of execution
and delivery of this Agreement, the Company, in lieu of
delivering the above documents to the Trustee, herewith delivers
to the Trustee a certification of a Servicing Officer of the
nature set forth in Section 3.09.
The Company shall not be required to record the
assignments of the Mortgages to the Trustee unless the Company or
the Trustee obtains actual notice or knowledge of the occurrence
of any Trigger Event; provided, however, that such recording
shall not be required if the Company delivers to the Trustee a
letter from each Rating Agency to the effect that the failure to
take such action will not cause such Rating Agency to reduce or
withdraw its then current ratings of the Certificates. The party
obtaining actual notice or knowledge of any of such events shall
give the other party prompt written notice thereof. For purposes
of the foregoing (as well as for purposes of determining whether
the Company shall be required to deliver the Document Files to
the Trustee following the occurrence of a Trigger Event), the
Company shall be deemed to have knowledge of any such downgrading
referred to in the definition of Trigger Event if, in the
exercise of reasonable diligence, the Company has or should have
had knowledge thereof. As promptly as practicable subsequent to
the Company's delivery or receipt of such written notice, as the
43
<PAGE>
case may be, the Company shall insert the recording information
in the assignments of the Mortgages to the Trustee and shall
cause the same to be recorded, at the Company's expense, in the
appropriate public office for real property records, except that
the Company need not cause to be so completed and recorded any
assignment which relates to a Mortgage Loan secured by property
in a jurisdiction under the laws of which, on the basis of an
Opinion of Counsel reasonably satisfactory to the Trustee and
satisfactory to each Rating Agency (as evidenced in writing),
recordation of such assignment is not necessary to protect the
Trustee against discharge of such Mortgage Loan by the Company or
any valid assertion that any Person other than the Trustee has
title to or any rights in such Mortgage Loan. In the event that
the Company fails or refuses to record the assignment of
Mortgages in the circumstances provided above, the Trustee shall
record or cause to be recorded such assignment at the expense of
the Company. In connection with the recording of any such
assignment, the Company shall furnish such documents as may be
reasonably necessary to accomplish such recording.
Notwithstanding the foregoing, at any time the Company may
record, or cause to be recorded, the assignments of Mortgages at
the expense of the Company.
Section 2.02. Acceptance by Trustee. Subject to the
examination hereinafter provided, the Trustee acknowledges
receipt of the Mortgage Notes, the assignments of the Mortgages
to the Trustee, the assumption and modification agreements, if
any, and the Designated Loan Closing Documents, if any, delivered
pursuant to Section 2.01, and declares that the Trustee holds and
will hold such documents and each other document delivered to it
pursuant to Section 2.01 in trust, upon the trusts herein set
forth, for the use and benefit of all present and future
Certificateholders. The Trustee agrees, for the benefit of
Certificateholders, to review each Mortgage File within 45 days
after (i) the execution and delivery of this Agreement, in the
case of the Mortgage Notes, the assignments of the Mortgages to
the Trustee, the assumption and modification agreements, if any,
and the Designated Loan Closing Documents, if any, (ii) delivery
to the Trustee after the Closing Date of the Mortgage Notes and
the assumption and modification agreements, if any, with respect
to each Designated Loan, and (iii) delivery of the recorded
Mortgages, title insurance policies and recorded intervening
assignments of Mortgage, if any, to ascertain that all required
documents set forth in Section 2.01 have been executed, received
and recorded, if applicable, and that such documents relate to
the Mortgage Loans identified in Exhibit C hereto. In performing
such examination, the Trustee may conclusively assume the due
execution and genuineness of any such document and the
genuineness of any signature thereon. It is understood that the
scope of the Trustee's examination of the Mortgage Files is
limited solely to confirming, after receipt of the documents
listed in Section 2.01, that such documents have been executed,
44
<PAGE>
received and recorded, if applicable, and relate to the Mortgage
Loans identified in Exhibit C to this Agreement. If in the course
of such review the Trustee finds (1) that any document required
to be delivered as aforesaid has not been delivered, or (2) any
such document has been mutilated, defaced or physically altered
without the borrower's authorization or approval, or (3) based
upon its examination of such documents, the information with
respect to any Mortgage Loan set forth on Exhibit C is not
accurate, the Trustee shall promptly so notify the Company in
writing, which shall have a period of 60 days after receipt of
such notice to correct or cure any such defect. The Company
hereby covenants and agrees that, if any such material defect
cannot be corrected or cured, the Company will on a Distribution
Date which is not later than the first Distribution Date which is
more than ten days after the end of such 60-day period repurchase
the related Mortgage Loan from the Trustee at the Purchase Price
therefor or replace such Mortgage Loan pursuant to Section
2.03(b); provided, however, that if the defect (or breach
pursuant to Section 2.03(a)) is one that, had it been discovered
before the Startup Day, would have prevented the Mortgage Loan
from being a "qualified mortgage" within the meaning of the REMIC
Provisions, such defect or breach shall be cured, or the related
Mortgage Loan shall be repurchased or replaced, on a Distribution
Date which falls within 90 days of the date of discovery of such
defect or breach. The Purchase Price for the repurchased Mortgage
Loan, or any amount required in respect of a substitution
pursuant to Section 2.03(b), shall be deposited by the Company in
the Certificate Account pursuant to Section 3.02(d) on the
Business Day prior to the applicable Distribution Date and, upon
receipt by the Trustee of written notification of such deposit
signed by a Servicing Officer, the Trustee shall release or cause
to be released to the Company the related Mortgage File and shall
execute and deliver or cause to be executed and delivered such
instruments of transfer or assignment, in each case without
recourse, as shall be necessary to vest in the Company any
Mortgage Loan released pursuant hereto. It is understood and
agreed that the obligation of the Company to repurchase or
replace any Mortgage Loan as to which a material defect in a
constituent document exists shall constitute the sole remedy
respecting such defect available to Certificateholders or the
Trustee on behalf of Certificateholders.
Upon receipt by the Trustee of the Mortgage Note with
respect to a Designated Loan that is not defective in accordance
with the fifth sentence of the preceding paragraph, the related
Lost Note Affidavit delivered pursuant to Section 2.01 shall be
void and the Trustee shall return it to the Company.
Section 2.03. Representations and Warranties of the
Company; Mortgage Loan Repurchase. (a) The Company hereby
represents and warrants to the Trustee that:
45
<PAGE>
(i) The information set forth in Exhibit C hereto was
true and correct in all material respects at the date or
dates respecting which such information is furnished;
(ii) As of the date of the initial issuance of the
Certificates, each Mortgage is a valid and enforceable
first lien on the property securing the related Mortgage
Note subject only to (a) the lien of current real property
taxes and assessments, (b) covenants, conditions and
restrictions, rights of way, easements and other matters of
public record as of the date of recording of such Mortgage,
such exceptions appearing of record being acceptable to
mortgage lending institutions generally in the area wherein
the property subject to the Mortgage is located or
specifically reflected in the appraisal obtained in
connection with the origination of the related Mortgage
Loan obtained by the Company and (c) other matters to which
like properties are commonly subject which do not
materially interfere with the benefits of the security
intended to be provided by such Mortgage;
(iii) Immediately prior to the transfer and assignment
herein contemplated, the Company had good title to, and was
the sole owner of, each Mortgage Loan and all action had
been taken to obtain good record title to each related
Mortgage. Each Mortgage Loan has been transferred free and
clear of any liens, claims and encumbrances;
(iv) As of the date of the initial issuance of the
Certificates, no payment of principal of or interest on or
in respect of any Mortgage Loan is 30 or more days past due
and none of the Mortgage Loans have been past due 30 or
more days more than once during the preceding 12 months;
(v) As of the date of the initial issuance of the
Certificates, there is no mechanics' lien or claim for
work, labor or material affecting the premises subject to
any Mortgage which is or may be a lien prior to, or equal
or coordinate with, the lien of such Mortgage except those
which are insured against by the title insurance policy
referred to in (x) below;
(vi) As of the date of the initial issuance of the
Certificates, there is no delinquent tax or assessment lien
against the property subject to any Mortgage;
(vii) As of the date of the initial issuance of the
Certificates, there is no valid offset, defense or
counterclaim to any Mortgage Note or Mortgage, including
the obligation of the Mortgagor to pay the unpaid principal
and interest on such Mortgage Note;
46
<PAGE>
(viii) As of the date of the initial issuance of the
Certificates, the physical property subject to any Mortgage
is free of material damage and is in good repair;
(ix) Each Mortgage Loan at the time it was made
complied in all material respects with applicable state and
federal laws, including, without limitation, usury, equal
credit opportunity and disclosure laws;
(x) A lender's title insurance policy or binder, or
other assurance of title insurance customary in the
relevant jurisdiction therefor was issued on the date of
the origination of each Mortgage Loan and each such policy
or binder is valid and remains in full force and effect;
(xi) The Loan-to-Value Ratio of each Mortgage Loan was
not more than 95.0%. As of the Cut-off Date, no more than
15.5% 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;
(xii) Each Mortgage Note is payable on the first day of
each month in self-amortizing monthly installments of
principal and interest, with interest payable in arrears,
over an original term of not more than thirty years. The
Mortgage Rate of each Mortgage Note of the related Mortgage
Loan was not less than 6.875% per annum and not greater
than 9.000% per annum. The Mortgage Rate of each Mortgage
Note is fixed for the life of the related Mortgage Loan;
(xiii) The improvements on the Mortgaged Properties are
insured against loss under a hazard insurance policy with
extended coverage and conforming to the requirements of
Section 3.06 hereof. As of the date of initial issuance of
the Certificates, all such insurance policies are in full
force and effect;
(xiv) As of the Cut-off Date, (i) no more than 8.25% 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 1.00% 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;
47
<PAGE>
(xv) As of the Cut-off Date, no more than 1.0% 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 97.0% 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 93.25% of the
Mortgage Loans by Scheduled Principal Balance are secured
by one-family detached residences;
(xviii) As of the Cut-off Date, no more than 2.25% of the
Mortgage Loans by Scheduled Principal Balance are secured
by condominiums and, as of the Cut-off Date, no more than
0.75% 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 0.25% of the Mortgage Loans by Scheduled
Principal Balance are secured by condominiums located in
any one postal zip code area;
(xix) No Mortgage Loan is secured by a leasehold
interest in the related Mortgaged Property, and each
Mortgagor holds fee title to the related Mortgaged
Property;
(xx) As of the Cut-off Date, four of the Mortgage Loans
by Scheduled Principal Balance constituted Buydown Mortgage
Loans;
(xxi) The original principal balances of the Mortgage
Loans range from $58,500 to $1,000,000;
(xxii) As of the Cut-off Date, no more than 2.0% of the
Mortgage Loans by Scheduled Principal Balance are secured by
48
<PAGE>
second homes, and no more than 1.0% 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 January 22, 1998, included in the registration
statement on Form S-3 (file no. 333-43755) 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) To the best of the Company's knowledge, at
origination no improvement located on or being part of a
Mortgaged Property was in violation of any applicable
zoning and subdivision laws and ordinances;
(xxvi) None of the Mortgage Loans is a temporary
construction loan. With respect to any Mortgaged Property
which constitutes new construction, the related
construction has been completed substantially in accordance
with the specifications therefor and any incomplete aspect
of such construction shall not be material or interfere
with the habitability or legal occupancy of the Mortgaged
Property. Mortgage Loan amounts sufficient to effect any
such completion are in escrow for release upon or in
connection with such completion or a performance bond or
completion bond is in place to provide funds for this
purpose and such completion shall be accomplished within
120 days after weather conditions permit the commencement
thereof;
(xxvii) As of the Closing Date, each Mortgage Loan is a
"qualified mortgage" as defined in Section 860G(a)(3) of the
Code; and
(xxviii) As of the Closing Date, the Company possesses the
Document File with respect to each Mortgage Loan, and the
related Mortgages and intervening assignment or assignments
of Mortgages, if any, have been delivered to a title
insurance company for recording.
49
<PAGE>
It is understood and agreed that the representations
and warranties set forth in this Section 2.03(a) shall survive
delivery of the respective Mortgage Files to the Trustee. Upon
discovery by either the Company or the Trustee of a breach of any
of the foregoing representations and warranties which materially
and adversely affects the interests of the Certificateholders in
the related Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other. Subject to the
following sentence, within 60 days of its discovery or its
receipt of notice of breach, or, with the prior written consent
of a Responsible Officer of the Trustee, such longer period
specified in such consent, the Company shall cure such breach in
all material respects or shall repurchase such Mortgage Loan from
the Trustee or replace such Mortgage Loan pursuant to Section
2.03(b). Any such repurchase by the Company shall be accomplished
in the manner set forth in Section 2.02, subject to the proviso
of the third-to-last sentence thereof, and at the Purchase Price.
It is understood and agreed that the obligation of the Company to
repurchase or replace any Mortgage Loan as to which a breach
occurred and is continuing shall constitute the sole remedy
respecting such breach available to Certificateholders or the
Trustee on behalf of Certificateholders and such obligation of
the Company to repurchase or replace any such Mortgage Loan shall
not be assumed by any Person which may succeed the Company as
servicer hereunder, but shall continue as an obligation of the
Company. Notwithstanding the preceding sentence, if a breach of
the representation and warranty of the Company contained in
Section 2.03(a)(ix) occurs as a result of a violation of the
federal Truth in Lending Act, 15 U.S.C. ss. 1601 et seq., as
amended ("TILA") or any state truth-in lending or similar
statute, and the Trustee or the Trust Fund is named as a
defendant in a TILA suit or a suit under any such statutes in
respect of such violation and liability in respect thereof is
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
50
<PAGE>
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 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.
51
<PAGE>
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.
Corresponding Class
of Certificates(1)
------------------
Lower-Tier Allocation Allocation
Lower-Tier Initial Lower Interest of of
Interest Tier Balance Rate Principal Interest
-------- ------------ ---- --------- --------
A1 $62,000,000.00 7.000% A1 A1
A2 12,470,000.00 6.250 A2 A2(2)
A3 21,278,000.00 6.250 A3 A3(2)
A4 15,738,000.00 6.250 A4 A4(2)
A5 15,670,000.00 6.250 A5 A5(2)
A7 34,507,000.00 7.000 A7 A7
A8 120,000,000.00 7.000 A8 A8
A9 7,904,800.00 7.000 A9 A9
A10 10,900,000.00 7.000 A10 A10
PO 120,239.08 0.000 PO N/A
M 5,493,000.00 7.000 M M
B1 3,139,000.00 7.000 B1 B1
B2 1,570,000.00 7.000 B2 B2
B3 1,570,000.00 7.000 B3 B3
B4 471,000.00 7.000 B4 B4
B5 1,099,115.95 7.000 B5 B5
R 100.00 7.000 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 each of
Lower-Tier Interests A2, A3, A4 and A5 for the applicable
Interest Accrual Period shall be allocated as follows: (x)
an amount equal to the Accrued Certificate Interest on the
Class of Certificates with the corresponding
52
<PAGE>
designation shall be allocated to such Class; and (y) the
excess of such amount shall be allocated to the Class A6
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.
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
53
<PAGE>
Certificate having the largest Percentage Interest of such Class;
provided, however, that such largest beneficial owner and, to the
extent relevant, each other holder of a Class R Certificate, by
its acceptance thereof irrevocably appoints the Company as its
agent and attorney-in-fact to act as "tax matters person" with
respect to the Upper Tier REMIC for purposes of the REMIC
Provisions.
The "tax matters person" with respect to the Lower Tier
REMIC for purposes of the REMIC Provisions shall be (i) the
Company, if the Company is the owner of a Class RL Certificate,
or (ii) in any other case, the beneficial owner of the Class RL
Certificate having the largest Percentage Interest of such Class;
provided, however, that such largest beneficial owner and, to the
extent relevant, each other holder of a Class RL Certificate, by
its acceptance thereof irrevocably appoints the Company as its
agent and attorney-in-fact to act as "tax matters person" with
respect to the Lower Tier REMIC for purposes of the REMIC
Provisions.
(e) The "latest possible maturity date" of the regular
interests in the Upper Tier REMIC and Lower Tier REMIC is the
Latest Possible Maturity Date for purposes of section 860G(a)(1)
of the Code.
(f) In no event shall the Reserve Fund or the assets
described in clause (x) of the definition of the term Trust Fund
constitute a part of the Upper Tier REMIC or the Lower Tier
REMIC.
(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.
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
54
<PAGE>
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
55
<PAGE>
original issue discount using the Prepayment Assumption
Multiple; original issue discount using the Prepayment
Assumption Multiple;
(v) provide information necessary for the computation
of tax imposed on the transfer of a Residual Certificate to
a Disqualified Organization, or an agent (including a
broker, nominee or other middleman) of a Disqualified
Organization, or a pass-through entity in which a
Disqualified Organization is the record holder of an
interest (the reasonable cost of computing and furnishing
such information may be charged to the Person liable for
such tax);
(vi) use its best reasonable efforts to conduct the
affairs of each of the Upper Tier REMIC and the Lower Tier
REMIC established hereunder at all times that any
Certificates are outstanding so as to maintain the status
thereof as a REMIC under the REMIC Provisions;
(vii) not knowingly or intentionally take any action or
omit to take any action that would cause the termination of
the REMIC status of either of the Upper Tier REMIC or the
Lower Tier REMIC or that would subject the Trust Fund to
tax, except for taxes for which the Company is required to
indemnify the Lower Tier REMIC pursuant to Section 3.01(c);
(viii) exercise reasonable care not to allow the creation
of any "interests" (A) in the Upper Tier REMIC within the
meaning of section 860D(a)(2) of the Code in addition to
the interests represented by the Classes of Certificates
identified in Section 5.01(b) other than the Class RL
Certificate, and (B) in the Lower Tier REMIC within the
meaning of Section 860D(a)(2) of the Code in addition to
the interests represented by the Lower Tier Interests
identified in Section 2.05(a) and the Class RL Certificate;
(ix) exercise reasonable care not to allow the
occurrence of any "prohibited transactions" within the
meaning of section 860F of the Code, unless 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
56
<PAGE>
contributions to the Upper Tier REMIC or Lower Tier REMIC
after the Startup Day, and taxes on net income from
foreclosure property, imposed on the Trust Fund when and as
the same shall be due and payable (but such obligation shall not
prevent the Company or any other appropriate Person from
contesting any such tax in appropriate proceedings and shall not
prevent the Company from withholding payment of such tax, if
permitted by law, pending the outcome of such proceedings);
(xii) ensure that federal, state or local income tax or
information returns shall be signed by the Trustee or such
other person as may be required to sign such returns by the
Code or state or local laws, regulations or rules; and
(xiii) maintain such records relating to each of the
Upper Tier REMIC and the Lower Tier REMIC established
hereunder, including but not limited to the income,
expenses, individual Mortgage Loans (including Mortgaged
Property), other assets and liabilities thereof, and the
fair market value and adjusted basis of the property of
each determined at such intervals as may be required by the
Code, as may be necessary to prepare the foregoing returns,
schedules, statements or information.
The Company shall be entitled to be reimbursed
pursuant to Section 3.04 for any federal income taxes paid by it
pursuant to clause (xi) of the preceding sentence, except to the
extent that such taxes are imposed as a result of the bad faith,
misfeasance or negligence of the Company in the performance of
its obligations hereunder. The Company shall not be entitled to
be reimbursed for any taxes paid pursuant to the indemnification
provisions of Section 3.01(c) (except as provided therein). With
respect to any reimbursement of prohibited transaction taxes, the
Company shall inform the Trustee of the circumstances under which
such taxes were incurred.
(b) The Company shall service and administer the
Mortgage Loans and shall have full power and authority, acting
alone or through one or more Primary Servicers, to do any and all
things in connection with such servicing and administration which
it may deem necessary or desirable. Without limiting the
generality of the foregoing, the Company shall continue, and is
hereby authorized and empowered by the Trustee, to execute and
deliver, or file, as appropriate, on behalf of itself, the
Certificateholders and the Trustee or any of them, any and all
continuation statements, termination statements, instruments of
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
57
<PAGE>
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 Section 3.01(c), the
second sentence of Section 3.02(a) and in Section 3.07. The
Company shall not release any portion of any Mortgaged Property
from the lien of the related Mortgage unless the related Mortgage
Loan would be a "qualified mortgage" within the meaning of the
REMIC Provisions following such release.
(c) [Intentionally Omitted.]
(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
58
<PAGE>
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 one year
after the date that such schedule is arranged. Any arrangement of
the sort described in clause (ii) above shall not affect the
amount or timing of the Company's obligation to make Monthly
Advances with respect to any Mortgage Loan which Monthly Advances
shall be made pursuant to the original amortization schedule
applicable to such Mortgage Loan.
(b) The Company shall establish and maintain a
Mortgage Loan Payment Record in which the following payments on
and collections in respect of each Mortgage Loan shall as
59
<PAGE>
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, 3.01(c) and 3.16 (including any
amounts received in respect of a substitution of a Mortgage
Loan);
(iv) All Insurance Proceeds (including, for this
purpose, any amounts required to be credited by the Company
pursuant to the last sentence of Section 3.06) received by
the Company for the benefit of the Trust Fund, other than
proceeds to be applied to the restoration or repair of the
property subject to the related Mortgage or released, or to
be released, to the related Mortgagor in accordance with
the normal servicing procedures of the Company;
(v) All REO Proceeds;
(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
60
<PAGE>
recovery under the Surety Bond in accordance with Section
4.09.
The foregoing requirements respecting credits to the Mortgage
Loan Payment Record are exclusive, it being understood that,
without limiting the generality of the foregoing, the Company
need not enter in the Mortgage Loan Payment Record collections,
Liquidation Proceeds or Insurance Proceeds in respect of Mortgage
Loans which have been previously released from the terms of this
Agreement, amounts representing fees or late charge penalties
payable by Mortgagors, or amounts received by the Company for the
account of Mortgagors for application towards the payment of
taxes, insurance premiums, assessments and similar items.
(c) Subject to subsection (e) below, until the
Business Day prior to each Distribution Date on which amounts are
required to be 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
61
<PAGE>
Servicer shall deposit within two Business Days after receipt,
all amounts otherwise required to be credited to the Mortgage
Loan Payment Record pursuant to Section 3.02(b); provided,
however, that such action shall not be required if the Company
delivers to the Trustee a letter from each Rating Agency to the
effect that the failure to take such action will not cause such
Rating Agency to withdraw or reduce its then current ratings of
the Certificates. All amounts so deposited shall be held in trust
for the benefit of Certificateholders. Amounts so deposited may
be invested at the written instruction of the Company in
Permitted Investments in the name of the Trustee maturing no
later than the Business Day preceding the Distribution Date
following the date of such investment; provided, however, that
any such Permitted Investment which is an obligation of State
Street Bank and Trust Company, in its individual capacity and not
in its capacity as Trustee, may mature on such Distribution Date;
and, provided further, that no such Permitted Investment shall be
sold before the maturity thereof if the sale thereof would result
in the realization of gain prior to maturity unless the Company
has obtained an Opinion of Counsel that such sale or disposition
will not cause the Trust Fund to be subject to the tax on
prohibited transactions under section 860F of the Code, or
otherwise subject the Trust Fund to tax or cause either of the
Upper Tier REMIC or the Lower Tier REMIC established hereunder to
fail to qualify as a REMIC. The Trustee shall maintain physical
possession of all Permitted Investments, other than Permitted
Investments maintained in book-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. 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
62
<PAGE>
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 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
63
<PAGE>
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 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
64
<PAGE>
or non-renewed policy is maintained with an insurer whose
claims-paying ability is acceptable to each Rating Agency for
mortgage pass-through certificates having ratings equal to or
better than the ratings then assigned to the Certificates by such
Rating Agency. The Company agrees to effect the timely payment of
the premium on each Primary Insurance Policy, and such costs not
otherwise recoverable shall be recoverable by the Company from
related Insurance Proceeds and Liquidation Proceeds pursuant to
Section 3.04.
(b) In connection with its activities as administrator
and servicer of the Mortgage Loans, the Company agrees to
present, on behalf of itself, the Trustee and the
Certificateholders, claims to the insurer under each Primary
Insurance Policy and, in this regard, to take such reasonable
action as shall be necessary to permit recovery under any Primary
Insurance Policy respecting a related defaulted Mortgage Loan. To
the extent provided in Section 3.02(b), any amounts collected by
the Company under any Primary Insurance Policy in respect of the
Mortgage Loans (including, without limitation, a Mortgage Loan
purchased by a related insurer) shall be credited to the Mortgage
Loan Payment Record.
Section 3.06. Maintenance of Hazard Insurance. The
Company shall cause to be maintained for each Mortgage Loan
hazard insurance with a standard mortgagee clause and with
extended coverage in an amount which is at least equal to the
maximum insurable value of the improvements securing such
Mortgage Loan from time to time or the principal balance owing on
such Mortgage Loan from time to time, whichever is less. The
Company shall also maintain on property acquired upon
foreclosure, or by deed in lieu of foreclosure, hazard insurance
with extended coverage in an amount which is at least equal to
the lesser of (i) the maximum insurable value from time to time
of the improvements which are a part of such property or (ii) the
unpaid principal balance of such Mortgage Loan at the time of
such foreclosure or deed in lieu of foreclosure plus accrued
interest and the good-faith estimate of the Company of related
Liquidation Expenses to be incurred in connection therewith. To
the extent provided in Section 3.02(b)(iv), amounts collected by
the Company under any such policies in respect of the Mortgage
Loans shall be credited to the Mortgage Loan Payment Record. Such
costs shall be recoverable by the Company pursuant to Sections
3.03 and 3.04. In cases in which property securing any Mortgage
Loan is located in a federally designated flood area, the hazard
insurance to be maintained for such Mortgage Loan shall include
flood insurance. All such flood insurance shall be in such
amounts as are required under applicable guidelines of FNMA. The
Company shall be under no obligation to require that any
Mortgagor maintain earthquake or other additional insurance and
shall be under no obligation itself to maintain any such
additional insurance on property acquired in respect of a
65
<PAGE>
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 main-
tain a blanket policy insuring against hazard losses on all of
the Mortgage Loans, it shall conclusively be deemed to have
satisfied its obligations as set forth in the first sentence of
this Section 3.06, it being understood and agreed that such
policy may contain a deductible clause, in which case the Company
shall, in the event that there shall not have been maintained on
the related Mortgaged Property a policy complying with the first
sentence of this Section 3.06, and there shall have been a loss
which would have been covered by such policy, credit to the
Mortgage Loan Payment Record the amount not otherwise payable
under the blanket policy because of such deductible clause.
Section 3.07. Assumption and Modification Agreements.
(a) In any case in which property subject to a Mortgage has been
or is about to be conveyed by the Mortgagor, the Company shall
exercise its right to accelerate the maturity of such Mortgage
Loan under any "due-on-sale" clause applicable thereto, unless in
the reasonable discretion of the Company, such exercise would
adversely affect or jeopardize coverage under the related Primary
Insurance Policy, if any; provided, however, that if the Company
is prevented, as provided in Section 3.07(b), from enforcing any
such clause, the Company is authorized to make or enter into an
assumption and modification agreement from or with the Person to
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
66
<PAGE>
transfer of the property subject to a Mortgage without the
assumption thereof, by operation of law or any assumption or
transfer which the Company reasonably believes it may be
restricted by law from preventing, for any reason whatsoever.
Section 3.08. Realization Upon Defaulted Mortgage
Loans. (a) The Company shall foreclose upon or otherwise
comparably convert the ownership of properties securing such of
the Mortgage Loans as come into and continue in default and as to
which no satisfactory arrangements can be made for collection of
delinquent payments pursuant to Section 3.02. In connection with
such foreclosure or other conversion the Company shall,
consistent with Section 3.05, follow such practices and
procedures as it shall deem necessary or advisable and as shall
be normal and usual in its general mortgage servicing activities.
The foregoing is subject to the proviso that the Company shall
not be required to expend its own funds in connection with any
foreclosure or towards the restoration of any property unless it
shall determine (i) that such restoration or foreclosure will
increase the proceeds of liquidation of the Mortgage Loan to
Certificateholders after reimbursement to itself for such
expenses and (ii) that such expenses will be recoverable to it
either through Liquidation Proceeds or Insurance Proceeds.
Notwithstanding the foregoing, the Company shall not be entitled
to recover legal expenses incurred in connection with foreclosure
proceedings where the Mortgage Loan is reinstated and such
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
67
<PAGE>
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 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
68
<PAGE>
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
69
<PAGE>
reimbursed for Monthly Advances and Nonrecoverable Advances under
this Agreement shall not be affected in any way by the provisions
of any such agreement. The Trustee hereby agrees to perform such
obligations as may be expressly required of it pursuant to the
provisions of such agreement and to promptly notify each party to
such agreement if a Responsible Officer of the Trustee (with
direct responsibility for administration of this Agreement)
becomes aware of any discussions, plans or events that might lead
to the Trustee's becoming an "affiliate" (within the meaning of
the Prohibited Transaction Exemption) of any Person with which
the Company has entered into such agreement, provided that the
contents of any such notification shall be kept confidential by
the parties to such agreement. The Company agrees to promptly
notify the Trustee upon entering into any such agreement. In
addition, the Company shall provide the Trustee with such
information as may be necessary for the Trustee to perform its
obligations thereunder, including written instructions, clearly
identifying the source, amount and application of funds to be
deposited or withdrawn from the Collateral Fund (as defined in
such agreement). The Trustee shall provide the Company with such
information concerning credits and debits to the Collateral Fund
on account of income, gains and losses realized from Collateral
Fund Permitted Investments (as defined in such agreement), and
costs associated with the purchase and sale thereof, as the
Company may request in order to prepare the instructions
described in the preceding sentence.
In addition, subject to the provisions of the
preceding paragraph, the Company shall have the right to enter
into an agreement substantially in the form of Exhibit K hereto
with 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
70
<PAGE>
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
71
<PAGE>
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 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
72
<PAGE>
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.
73
<PAGE>
Section 3.15. Maintenance of Certain Servicing
Policies. The Company shall during the term of its service as
servicer maintain in force (i) a policy or policies of insurance
covering errors and omissions in the performance of its
obligations as servicer hereunder and (ii) a fidelity bond in
respect of its officers, employees or agents. Each such policy or
policies and bond shall, together, comply with the requirements
from time to time of FNMA for persons performing servicing for
mortgage loans purchased by such association.
Section 3.16. Optional Purchase of Defaulted Mortgage
Loans. The Company shall have the right, but not the obligation,
to purchase any Defaulted Mortgage Loan for a price equal to the
Purchase Price therefor. Any such purchase shall be accomplished
as provided in Section 4.04(a) hereof.
ARTICLE IV
PAYMENTS AND STATEMENTS
Section 4.01. Distributions. (a) On each Distribution
Date, the Trustee shall withdraw the Available Funds from the
Certificate Account and shall make distributions to Holders of
the Certificates as of the preceding Record Date in the following
order of priority, to the extent of the remaining Available
Funds:
(i) to the Classes of Senior Certificates (other than
the Class PO Certificates), the Accrued Certificate
Interest on each such Class for such Distribution Date, any
shortfall in available amounts being allocated among such
Classes in proportion to the amount of Accrued Certificate
Interest otherwise distributable thereon; provided that on
each Distribution Date through the Accretion Termination
Date, such amounts with respect to the Class A9
Certificates shall not be distributed on such Certificates
under this priority first but shall instead be added to the
Class Certificate Principal Balance thereof and distributed
in accordance with Section 4.01(e);
(ii) to the Classes of Senior Certificates (other than
the Class PO Certificates), any Accrued Certificate
Interest thereon remaining undistributed (or not added to
the Class Certificate Principal Balance of the Class A9
Certificates) from previous Distribution Dates, to the
extent of remaining Available Funds, any shortfall in
available amounts being allocated among such Classes in
proportion to the amount of such Accrued Certificate
Interest remaining undistributed (or not added to the Class
Certificate Principal Balance of the Class A9 Certificates)
for each such Class for such Distribution Date; provided
that on each Distribution Date
74
<PAGE>
through the Accretion Termination Date such amounts with
respect to the Class A9 Certificates shall not be
distributed on such Class under Section 4.01(e) but shall
instead be added to the Class Certificate Principal Balance
thereof and distributed in accordance with the first
paragraph following priority eighth below;
(iii) to the Senior Certificates, in reduction of the
Class Certificate Principal Balances thereof, to the extent
of remaining Available Funds, concurrently, as follows:
(A) to the Class A1 Certificates, the Group II
Senior Principal Distribution Amount for such
Distribution Date, until the Class Certificate
Principal Balance thereof has been reduced to zero;
(B) to the Class A2, Class A3, Class A4, Class
A5, Class A7, Class A8, Class A9, Class A10, Class R
and Class RL Certificates, the Senior Optimal
Principal Amount for such Distribution Date, less the
Group II Senior Principal Distribution Amount for such
Distribution Date, in the following order of priority;
(1) concurrently, to the Class R and Class
RL Certificates, in proportion to the Class
Certificate Principal Balance of such Classes,
until the Class Certificate Principal Balances
thereof have each been reduced to zero;
(2) to the Class A7 and Class A8
Certificates in respect of the PAC Segment, up to
the amount necessary to reduce the Segment
Principal Balance of such Segment to its PAC
Balance for such Distribution Date, until an
aggregate amount equal to $22,199,000 has been
distributed in respect of such Segment on such
Distribution Date and all prior Distribution
Dates pursuant to this clause (B)(2) and clause
(B)(6) below;
(3) concurrently, in proportion to the
Segment Principal Balance of the PAC Segment and
the Class Certificate Principal Balance of the
Class A2 Certificates, (x) to the Class A7 and
Class A8 Certificates in respect of the PAC
Segment, up to the amount necessary to reduce the
Segment Principal Balance of such Segment to its
PAC Balance for such Distribution Date; and (y)
to the Class A2 Certificates, up to the amount
necessary to reduce the Class Certificate
Principal Balance of such Class to its PAC
Balance for such Distribution Date;
75
<PAGE>
(4) sequentially, to the Class A3, Class A4
and Class A5 Certificates, in that order, up to
the respective amounts necessary to reduce the
Class Certificate Principal Balance of each such
Class to its PAC Balance for such Distribution
Date;
(5) the remaining amounts distributable
shall be distributed as follows:
(x) on each Distribution Date prior to
the Jump Trigger Date, if any;
(I) to the Class A7 and Class A8
Certificates in respect of the TAC
Segment, up to the amount necessary to
reduce the Segment Principal Balance of
such Segment to its TAC Balance for
such Distribution Date;
(II) to the Class A9 Certificates,
until the Class Certificate Principal
Balance thereof has been reduced to
zero; and
(III) to the Class A7 and Class A8
Certificates in respect of the TAC
Segment, without regard to the TAC
Balances thereof, until the Segment
Principal Balance of such Segment has
been reduced to zero;
(y) on each Distribution Date on or
after the Jump Trigger Date, if any,
sequentially, first, to the Class A9
Certificates, until the Class Certificate
Principal Balance thereof has been reduced
to zero and second, to the Class A7 and
Class A8 Certificates in respect of the TAC
Segment, without regard to the TAC Balances
thereof, until the Segment Principal Balance
of such Segment has been reduced to zero;
(6) to the Class A7 and Class A8
Certificates in respect of the PAC Segment,
without regard to its PAC Balances, until an
aggregate amount equal to $22,199,000 has been
distributed in respect of such Segment on such
Distribution Date and all prior Distribution
Dates pursuant to this clause (B)(6) and clause
(B)(2) above;
76
<PAGE>
(7) concurrently, in proportion to the
Segment Principal Balance of the PAC Segment and
the Class Certificate Principal Balance of the
Class A2 Certificates, (x) to the Class A7 and
Class A8 Certificates in respect of the PAC
Segment, without regard to its PAC Balances,
until the Segment Principal Balance of such
Segment has been reduced to zero and (y) to the
Class A2 Certificates, until the Class Principal
Balance thereof has been reduced to zero; and
(8) sequentially, to the Class A3, Class A4
and Class A5 Certificates, in that order, without
regard to their PAC Balances, up to the
respective amounts necessary to reduce the Class
Certificate Principal Balance of each such
Certificate to zero; and
(9) to the Class A10 Certificates, until the
Class Certificate Balance thereof has been reduced
to zero; and
(C) to the Class PO Certificates, the PO
Principal Distribution Amount for such Distribution
Date, until the Class Certificate Principal Balance
thereof has been reduced to zero;
(iv) to the Class PO Certificates, any Class PO
Deferred Amount for such Distribution Date, up to an amount
not to exceed the Junior Optimal Principal Amount for such
Distribution Date, until the Class Certificate Principal
Balance of such Class has been reduced to zero; provided,
that any such amounts distributed to the Class PO
Certificates pursuant to this clause (iv) shall not reduce
the Class Certificate Principal Balance thereof;
(v) to the Class M Certificates, the Accrued
Certificate Interest thereon for such Distribution Date;
(vi) to the Class M Certificates, any Unpaid Class
Interest Shortfall therefor on such Distribution Date;
(vii) to the Class M Certificates, in reduction of the
Class Certificate Principal Balance thereof, such Class's
Allocable Share of the Junior Optimal Principal Amount on
such Distribution Date;
(viii) to the Class B1 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date;
(ix) to the Class B1 Certificates, any Unpaid Class
Interest Shortfall therefor on such Distribution Date;
77
<PAGE>
(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;
(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
78
<PAGE>
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)(A) and (B) for such Distribution Date and
each succeeding Distribution Date shall be allocated among such
Classes of Senior Certificates, pro rata, on the basis of their
respective Class Certificate Principal Balances immediately prior
to such Distribution Date, regardless of the priorities and
amounts set forth in Section 4.01(a)(iii)(A) and (B).
(d) If on any Distribution Date (i) the Class
Certificate Principal Balance of the Class M Certificates or any
Class of Class B Certificates for which the related Prepayment
Distribution Trigger was satisfied on such Distribution Date is
reduced to zero and (ii) amounts distributable pursuant to
clauses (ii), (iv) and (v) of the Junior Optimal Principal Amount
remain undistributed on such Distribution Date after all amounts
otherwise distributable on such date pursuant to clauses (iv)
through (xxii) of Section 4.01(a) have been distributed, such
amounts shall be distributed on such Distribution Date to the
remaining Classes of Junior Certificates in order of priority,
such that no such distribution shall be made to any Class of
Junior Certificates while a prior such Class is outstanding.
(e) On each Distribution Date through the Accretion
Termination Date, amounts allocable to the Class A9 Certificates
pursuant to clauses (a)(i) and (a)(ii) of this Section 4.01 shall
not be distributable to the Class A9 Certificates pursuant to
79
<PAGE>
such clauses but shall instead be (i) added to the Class
Certificate Principal Balance thereof to the extent of the
Accrual Amount for such Distribution Date, and (ii) distributed
to the following Classes of Certificates, before any
distributions are made pursuant to Section 4.01(a)(iii), in the
following order of priority:
first, to the Class A7 and Class A8 Certificates, in
respect of the TAC Segment, in reduction of the Segment
Principal Balance thereof, until the Segment Principal
Balance thereof has been reduced to zero; and
second, to the Class A9 Certificates, as Accrued
Certificate Interest thereon.
On each Distribution Date occurring after the Accretion
Termination Date, amounts allocable to the Class A9 Certificates
pursuant to clauses (a)(i) and (a)(ii) of this Section 4.01 shall
be distributable on such Distribution Date pursuant to such
clauses to Holders of the Class A9 Certificates as Accrued
Certificate Interest.
(f) 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
80
<PAGE>
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).
(g) For purposes of Section 4.01(a) and (e), all amounts
allocated to the PAC and TAC Segments on any Distribution Date in
reduction of the Segment Principal Balances thereof shall be
distributed on such Distribution Date to the Class A7 and Class
A8 Certificates, in reduction of the Class Certificate Principal
Balances thereof, such that 22.3336159527% of such amounts shall
be distributed to the Class A7 Certificates, and 77.6663840473%
of such amounts shall be distributed to the Class A8
Certificates.
Section 4.02. Method of Distribution. (a) All
distributions with respect to each Class of Certificates on each
Distribution Date shall be made pro rata among the outstanding
Certificates of such Class, based on the Percentage Interest in
such Class represented by each Certificate. Payments to the
Certificateholders on each Distribution Date will be made by the
Trustee to the Certificateholders of record on the related Record
Date (other than as provided in Section 9.01 respecting the final
81
<PAGE>
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.
82
<PAGE>
Section 4.03. Allocation of Losses. (a) On or prior to
each Determination Date, the Company shall determine the amount
of any Realized Loss in respect of each Mortgage Loan that
occurred during the immediately preceding calendar month.
(b) With respect to any Distribution Date, the
principal portion of each Realized Loss (other than any Excess
Loss) shall be allocated as follows:
(i) the applicable PO Percentage of the principal
portion of any such Realized Loss shall be allocated to the
Class PO Certificates until the Class Certificate Principal
Balance thereof has been reduced to zero; and
(ii) the applicable Non-PO Percentage of the principal
portion of any such Realized Loss shall be allocated in the
following order of priority:
first, to the Class B5 Certificates until the
Class Certificate Principal Balance thereof has been
reduced to zero;
second, to the Class B4 Certificates until the
Class Certificate Principal Balance thereof has been
reduced to zero;
third, to the Class B3 Certificates until the
Class Certificate Principal Balance thereof has been
reduced to zero;
fourth, to the Class B2 Certificates until the
Class Certificate Principal Balance thereof has been
reduced to zero;
fifth, to the Class B1 Certificates until the
Class Certificate Principal Balance thereof has been
reduced to zero;
sixth, to the Class M Certificates until the Class
Certificate Principal Balance thereof has been reduced
to zero; and
seventh, to the Classes of Senior Certificates
other than the Class PO Certificates, pro rata, in
accordance with their Class Certificate Principal
Balances; provided, that any such loss allocated to
any Class of Accrual Certificates shall be allocated
on the basis of the lesser of (x) the Class
Certificate Principal Balance thereof immediately
prior to the applicable Distribution Date and (y) the
Class Certificate Principal Balance thereof on the
Closing
83
<PAGE>
Date (as reduced by any Realized Losses previously
allocated thereto).
(c) With respect to any Distribution Date, the
principal portion of any Excess Loss (other than Excess
Bankruptcy Losses attributable to Debt Service Reductions) shall
be allocated as follows: (1) the PO Percentage of any such loss
shall be allocated to the Class PO Certificates, and (2) the
Non-PO Percentage of any such loss shall be allocated to each
Class of Certificates other than the Class PO Certificates, pro
rata, based on the respective Class Certificate Principal
Balances thereof; provided, that any such loss allocated to any
Class of Accrual Certificates shall be allocated on the basis of
the lesser of (x) the Class Certificate Principal Balance thereof
immediately prior to the applicable Distribution Date and (y) the
Class Certificate Principal Balance thereof on the Closing Date
(as reduced by any Realized Losses previously allocated thereto).
(d) Any Realized Losses allocated to a Class of
Certificates pursuant to Section 4.03(b) or (c) shall be
allocated among the Certificates of such Class in proportion to
their respective Certificate Principal Balances. In addition, any
Realized Losses allocated to either the Class A7 or Class A8
Certificates on a Distribution Date shall be allocated in
reduction of the Segment Principal Balances of the PAC and TAC
Segments in proportion to their respective Segment 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 Segment, the Segment Principal
Balance) of the related Certificates (or Segments) 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.
84
<PAGE>
(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 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.
85
<PAGE>
(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 of any Class of Accrual Certificates or
Component Principal Balance of any Accrual Components;
(iii) The amount of servicing compensation paid to the
Company during the month preceding the month of distribution
86
<PAGE>
in respect of the Mortgage Loans and such other customary
information as the Company deems necessary or desirable to
enable Certificateholders to prepare their tax returns;
(iv) The Pool Scheduled Principal Balance and the
aggregate number of the Mortgage Loans on the preceding Due
Date after giving effect to all distributions allocable to
principal made on such Distribution Date;
(v) The Class Certificate Principal Balance (or
Notional Principal Balance) of each Class, the Component
Principal Balance of each Component, the Segment Principal
Balance of each Segment and the Certificate Principal
Balance (or Notional Principal Balance) of a Single
Certificate of each Class after giving effect to (i) all
distributions allocable to principal (or reductions in the
Notional Principal Balance, in the case of the Notional
Certificates, or the addition of any Accrual Amount, in the
case of any Class of Accrual Certificates or Accrual
Component) made on such Distribution Date and (ii) the
allocation of any Realized Losses and any Subordinate
Certificate Writedown Amount for such Distribution Date;
(vi) The Pay-out Rate applicable to each Class of
Certificates;
(vii) The book value and unpaid principal balance of any
real estate acquired on behalf of Certificateholders
through foreclosure, or grant of a deed in lieu of
foreclosure or otherwise, of any REO Mortgage Loan, and the
number of the related Mortgage Loans;
(viii) The aggregate Scheduled Principal Balances and
number of Mortgage Loans which, as of the close of business
on the last day of the month preceding the related
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 and Junior Percentage for
such Distribution Date;
87
<PAGE>
(xii) The Senior Prepayment Percentage, Group II
Percentage, Group II Prepayment Distribution Percentage and
Junior Prepayment Percentage for such Distribution Date;
(xiii) The amount of such distribution to the
Certificateholders of each Class allocable to Unanticipated
Recoveries; and
(xiv) The occurrence of the Jump Trigger Date.
In the case of information furnished pursuant to
clauses (i) through (iii) above, the amounts shall be expressed
as a dollar amount per Single Certificate.
In connection with any proposed transfer of a
Certificate that is purported to be made in reliance on Rule 144A
under the Securities Act, the Company shall be responsible for
furnishing such information as may be required thereunder to a
proposed transferee. In furtherance of the Company's obligations
hereunder, the Company hereby instructs the Trustee, at the
Company's expense and on its behalf, and the Trustee agrees, to
promptly make available to the proposed transferee, upon request
of the holder, (i) all statements furnished to Certificateholders
pursuant to this Section 4.05(a) on previous Distribution Dates,
(ii) all certificates furnished to the Trustee pursuant to
Section 4.06 in prior months, (iii) Officer's Certificates
furnished to the Trustee pursuant to Section 3.12 for the two
years preceding such request, (iv) reports of independent
accountants furnished to the Trustee pursuant to Section 3.13 for
the two years preceding such request, (v) a copy of the Private
Placement Memorandum relating to such Certificate, together with
any amendments or supplements thereto issued by the Company
(which copy shall be furnished to the Trustee by the Company),
and (vi) the Company's Current Report on Form 8-K, dated the
Closing Date, relating to the Mortgage Loans; provided, however,
that the Trustee shall in no event be required to make available
such statements or certificates pursuant to clauses (i) and (ii)
above relating to Distribution Dates occurring more than
twenty-four months preceding the month in which such request was
received; provided, further, however, that notwithstanding the
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
88
<PAGE>
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 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.
89
<PAGE>
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates. (a) The Certificates
shall be substantially in the forms set forth in Exhibit A
hereto, as applicable, and shall, on original issue, be executed
by the Trustee, not in its individual capacity but solely as
Trustee, and countersigned and delivered by the Trustee to or
upon the order of the Company as provided in Article II.
(b) The Certificates shall be issued in an aggregate
Initial Certificate Principal Balance of $313,930,355.03. 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:
90
<PAGE>
Initial
Class
Certificate Certificate
Principal Interest Minimum
Designation Balance Rate Denominations
- ----------- ----------- ----------- -------------
Class A1 $62,000,000.00 7.000% $25,000.00
Class A2 12,470,000.00 6.250 25,000.00
Class A3 21,278,000.00 6.250 25,000.00
Class A4 15,738,000.00 6.250 25,000.00
Class A5 15,670,000.00 6.250 25,000.00
Class A6 (1) 7.000 1,000,000.00
Class A7 34,507,000.00 7.000 25,000.00
Class A8 120,000,000.00 7.000 25,000.00
Class A9 7,904,800.00 7.000 25,000.00
Class A10 10,900,000.00 7.000 25,000.00
Class PO 120,239.08 7.000 120,239.08
Class M 5,493,000.00 7.000 100,000.00
Class B1 3,139,000.00 7.000 100,000.00
Class B2 1,570,000.00 7.000 100,000.00
Class B3 1,570,000.00 7.000 250,000.00
Class B4 471,000.00 7.000 250,000.00
Class B5 1,099,115.95 7.000 250,000.00
Class R 100.00 7.000 100.00
Class RL 100.00 7.000 100.00
- --------------------------
(1) The Class A6 Certificates are issued with an initial
Notional Principal Balance of $6,981,000.00.
(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 held
in the minimum dollar denominations in Certificate Principal
Balance or Notional Principal Balance, as applicable, specified
in Section 5.01(b), and integral multiples of $1,000 in excess
thereof. The Non-Book-Entry Certificates other than the Residual
Certificate shall each be issued in the minimum dollar
denominations in Certificate Principal Balance or Notional
Principal Balance, as applicable, specified in Section 5.01(b),
and integral multiples of $1,000 in excess thereof (and, if
necessary, in the amount of the remaining Class Certificate
Principal Balance or Notional Principal Balance, as applicable,
of each Class, in the case of one Certificate of such Class).
Each Class of Residual Certificates shall be issued as a single
certificate evidencing the entire Class Certificate Principal
Balance of such Class and having a Percentage Interest of 100%.
If necessary, one Certificate of each Class of Book-Entry
Certificates may evidence an additional amount equal to the
91
<PAGE>
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
92
<PAGE>
written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder
thereof or his attorney duly authorized in writing.
No service charge shall be made for any registration
of transfer or exchange of Certificates, but the Trustee may
require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
All Certificates surrendered for registration of
transfer and exchange shall be canceled and subsequently
destroyed by the Trustee and a certificate of destruction shall
be delivered by the Trustee to the Company.
(b) No legal or beneficial interest in all or any
portion of the Residual Certificates may be transferred directly
or indirectly to (i) a Disqualified Organization or an agent of a
Disqualified Organization (including a broker, nominee, or
middleman), (ii) an entity that holds REMIC residual securities
as nominee to facilitate the clearance and settlement of such
securities through electronic book-entry changes in accounts of
participating organizations (a "Book-Entry Nominee"), or (iii) an
individual, corporation, partnership or other person unless such
transferee (A) is not a Non-U.S. Person or (B) is a Non-U.S.
Person that holds a Residual Certificate in connection with the
conduct of a trade or business within the United States and has
furnished the transferor and the Trustee with an effective
Internal Revenue Service Form 4224 or (C) is a Non-U.S. Person
that has delivered to both the transferor and the Trustee an
opinion of a nationally recognized tax counsel to the effect that
the transfer of a Residual Certificate to it is in accordance
with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of a Residual Certificate will
not be disregarded for federal income tax purposes (any such
person who is not covered by clause (A), (B) or (C) above being
referred to herein as a "Non-permitted Foreign Holder"), and any
such purported transfer shall be void and have no effect. The
Trustee shall not execute, and shall not authenticate and
deliver, a Residual Certificate in connection with any transfer
thereof unless the transferor shall have provided to the Trustee
an affidavit, substantially in the form attached as Exhibit F
hereto, signed by the transferee, to the effect that the
transferee is not such a Disqualified Organization, an agent
(including a broker, nominee, or middleman) for any entity as to
which the transferee has not received a substantially similar
affidavit, a Book-Entry Nominee or a Non-permitted Foreign
Holder, which affidavit shall contain the consent of the
transferee to any such amendments of this Agreement as may be
required to further effectuate the foregoing restrictions on
transfer of the Residual Certificates to Disqualified
Organizations, Book-Entry Nominees or Non-permitted Foreign
93
<PAGE>
Holders, and an agreement by the Transferee that it will not
transfer a Residual Certificate without providing to the Trustee
an affidavit substantially in the form attached as Exhibit F
hereto and a letter substantially in the form attached as Exhibit
G hereto. Such affidavit shall also contain the statement of the
transferee that (i) it does not have the intention to impede the
assessment or collection of any federal, state or local taxes
legally required to be paid with respect to the Residual
Certificates and (ii) it understands that it may incur tax
liabilities in excess of cash flows generated by a Residual
Certificate and that it intends to pay taxes associated with
holding a Residual Certificate as they become due.
The affidavit described in the preceding paragraph, if
not executed in connection with the initial issuance of the
Residual Certificates, shall be accompanied by a written
statement in the form attached as Exhibit G hereto, signed by the
transferor, to the effect that as of the time of the transfer,
the transferor has (i) no actual knowledge that the transferee is
a Disqualified Organization, Book-Entry Nominee or Non-permitted
Foreign Holder, (ii) no reason to believe that the transferee has
the intention to impede the assessment or collection of any
federal, state or local taxes legally required to be paid with
respect to a Residual Certificate, and (iii) conducted a
reasonable investigation and found that the transferee had
historically paid its debts as they came due and found no
significant evidence to indicate that the transferee will not
continue to pay its debts as they become due. The Residual
Certificates shall bear a legend referring to the foregoing
restrictions contained in this paragraph and the preceding
paragraph.
Upon notice to the Company that any legal or
beneficial interest in any portion of the Residual Certificates
has been transferred, directly or indirectly, to a Disqualified
Organization or agent thereof (including a broker, nominee, or
middleman) in contravention of the foregoing restrictions, (i)
such transferee shall be deemed to hold the Residual Certificate
in constructive trust for the last transferor who was not a
Disqualified Organization or agent thereof, and such transferor
shall be restored as the owner of such Residual Certificate as
completely as if such transfer had never occurred, provided that
the Company may, but is not required to, recover any
distributions made to such transferee with respect to the
Residual Certificate and return such recovery to the transferor,
and (ii) the Company agrees to furnish to the Internal Revenue
Service and to any transferor of the Residual Certificate or such
agent (within 60 days of the request therefor by the transferor
or agent) such information necessary to the application of
section 860E(e) of the Code as may be required by the Code,
including but not limited to the present value of the total
anticipated excess inclusions with respect to the Residual
Certificate (or portion thereof) for periods after such transfer.
94
<PAGE>
At the election of the Company, the cost to the Company of
computing and furnishing such information may be charged to the
transferor or such agent referred to above; however, the Company
shall in no event be excused from furnishing such information.
The restrictions on transfers of the Residual
Certificates set forth in the preceding three paragraphs shall
cease to apply to transfers (and the applicable portions of the
legend to the Residual Certificates may be deleted) after
delivery to the Trustee of an Opinion of Counsel to the effect
that the elimination of such restrictions will not cause either
the Upper Tier REMIC or the Lower Tier REMIC established
hereunder to fail to qualify as a REMIC at any time that the
Certificates are outstanding.
No transfer of a Restricted Certificate shall be made
unless such transfer is made pursuant to an effective
registration statement under the Securities Act of 1933, as
amended (the "Act"), and any applicable state securities laws, in
each case as evidenced by an Officer's Certificate, or is exempt
from the registration requirements of the Act and any applicable
state securities laws. In the event of such registration, any
restrictive legends set forth in the form of the relevant
Restricted Certificate in Exhibit A hereto with respect to the
Act and state securities law restrictions shall be removed by the
Trustee upon request of the Holder thereof and automatically upon
exchange or registration of transfer thereof. As a condition to
any transfer that is to be made in reliance upon an exemption
from the Act and such laws of a Restricted Certificate to any
person other than a QIB (as certified by the proposed transferee
in the form of assignment attached to the related Certificate),
either (x) the Trustee shall require the transferee to execute an
investment letter in the form substantially as set forth in
Exhibit I hereto or in such other form as may be acceptable to
the Trustee, certifying as to the facts surrounding such
transfer, or (y) in lieu of such investment letter, the Trustee
may accept a written Opinion of Counsel (in form and substance
acceptable to the Trustee) that such proposed transfer may be
made pursuant to an exemption from the Act. As an additional
condition to any transfer of a Restricted Certificate, either (i)
the transferor and the transferee shall complete the form of
assignment attached to the Certificate proposed to be
transferred, or (ii) the Trustee shall have received the
above-referenced Opinion of Counsel. The holder of any Restricted
Certificate desiring to effect the transfer thereof to a person
other than a QIB shall, and hereby agrees to, comply with any
applicable conditions set forth in the preceding two sentences
and indemnify the Trustee and the Company against any liability
that may result if the transfer thereof is not so exempt or is
not made in accordance with such federal and state laws. Such
agreement to so indemnify the Trustee and the Company shall
survive the termination of this Agreement. Notwithstanding the
95
<PAGE>
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
96
<PAGE>
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
97
<PAGE>
solicitations of consents from or voting by Certificateholders
and give notice to the Depository of such record date.
All transfers by Certificate Owners of Book-Entry
Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm
representing such Certificate Owner. Each Depository Participant
shall only transfer Book-Entry Certificates of Certificate Owners
it represents or of brokerage firms for which it acts as agent in
accordance with the Depository's normal procedures. Except as
provided herein, the Trustee shall have no duty to monitor or
restrict the transfer of Certificates or interests therein, and
shall have no liability for any transfer, including any transfer
made through the book-entry facilities of the Depository or
between or among Depository Participants or Certificate Owners,
made in violation of applicable restrictions set forth herein,
except in the event of the failure of the Trustee to perform its
duties and fulfill its obligations under this Agreement.
(f) If (x)(i) the Company or the Depository advises
the Trustee in writing that the Depository is no longer willing,
qualified or able to properly discharge its responsibilities as
Depository, and (ii) the Trustee or the Company is unable to
locate a qualified successor, (y) the Company at its option
advises the Trustee in writing that it elects to terminate the
book-entry system through the Depository or (z) after the
occurrence of an Event of Default, Certificate Owners
representing not less than 51% of the aggregate Voting Rights
allocated to the Book-Entry Certificates together advise the
Trustee and the Depository through the Depository Participants in
writing that the continuation of a book-entry system through the
Depository is no longer in the best interests of the Certificate
Owners, the Trustee shall notify all Certificate Owners, through
the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to Certificate Owners
requesting the same. Upon surrender to the Trustee of such
Certificates by the Depository, accompanied by registration
instructions from the Depository for registration, the Trustee
shall issue the Definitive Certificates. Neither the Company nor
the Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected
in relying on, such instructions. Upon the issuance of Definitive
Certificates all references herein to obligations imposed upon or
to be performed by the Depository shall be deemed to be imposed
upon and performed by the Trustee, to the extent applicable with
respect to such Definitive Certificates and the Trustee shall
recognize the Holders of the Definitive Certificates as
Certificateholders hereunder.
(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
98
<PAGE>
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 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
99
<PAGE>
owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01 and for all other purposes
whatsoever, and neither the Company, the Trustee, the Certificate
Registrar nor any agent of the Company, the Trustee or the
Certificate Registrar shall be affected by any notice to the
contrary.
Section 5.05. Access to List of Certificateholders'
Names and Addresses. The Certificate Registrar will furnish or
cause to be furnished to the Company, within 15 days after
receipt by the Certificate Registrar of request therefor from the
Company in writing, a list, in such form as the Company may
reasonably require, of the names and addresses of the
Certificateholders as of the most recent Record Date for payment
of distributions to Certificateholders. If three or more
Certificateholders (hereinafter referred to as "applicants")
apply in writing to the Trustee, and such application states that
the applicants desire to communicate with other
Certificateholders with respect to their rights under this
Agreement or under the Certificates and is accompanied by a copy
of the communication which such applicants propose to transmit,
then the Trustee shall, within five Business Days after the
receipt of such application, afford such applicants access during
normal business hours to the most recent list of
Certificateholders held by the Trustee. If such list is as of a
date more than 90 days prior to the date of receipt of such
applicants' request, the Trustee shall promptly request from the
Certificate Registrar a current list as provided above, and shall
afford such applicants access to such list promptly upon receipt.
Every Certificateholder, by receiving and holding a Certificate,
agrees with the Certificate Registrar and the Trustee that
neither the Certificate Registrar nor the Trustee shall be held
accountable by reason of the disclosure of any such information
as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information
was derived.
Section 5.06. Representation of Certain
Certificateholders. The fiduciary of any Plan which becomes a
Holder of a Certificate, by virtue of its acceptance of such
Certificate, will be deemed to have represented and warranted to
the Trustee and the Company that such Plan is an "accredited
investor" as defined in Rule 501(a)(1) of Regulation D
promulgated by the Securities and Exchange Commission under the
Securities Act of 1933.
Section 5.07. Determination of COFI. (a) If the
outstanding Certificates include any COFI Certificates, then on
each COFI Determination Date the Trustee shall determine the
value of COFI on the basis of the most recently available
Information Bulletin referred to in the definition of "COFI". The
establishment of COFI by the Trustee and the Trustee's
100
<PAGE>
subsequent calculation of the rates of interest applicable to the
COFI Certificates for each Interest Accrual Period shall (in the
absence of manifest error) be final and binding. During each
Interest Accrual Period, the Certificate Interest Rate for the
COFI Certificates for the current and immediately preceding
Interest Accrual Period shall be made available by the Trustee to
Certificate Owners and Certificateholders at the following
telephone number: (617) 664-5500.
(b) The failure by the Federal Home Loan Bank of San
Francisco to publish COFI for a period of 65 calendar days will
constitute an "Alternative Rate Event" for purposes hereof. Upon
the occurrence of an Alternative Rate Event, the Company will
calculate the Certificate Interest Rates for the COFI
Certificates for the subsequent Interest Accrual Periods by
using, in place of COFI, (i) the replacement index, if any,
published or designated by the Federal Home Loan Bank of San
Francisco or (ii) if no replacement index is so published or
designated, an alternative index to be selected by the Company
that has performed, or that the Company expects to perform, in a
manner substantially similar to COFI. At the time an alternative
index is first selected by the Company, the Company shall
determine the average number of basis points, if any, by which
the alternative index differed from COFI for such period as the
Company, in its sole discretion, reasonably determines to reflect
fairly the long-term difference between COFI and the alternative
index, and shall adjust the alternative index by such average.
The Company shall select a particular index as an alternative
only if it receives an Opinion of Counsel to the effect that the
selection of such index will not cause any REMIC established
hereunder to fail to qualify as a REMIC for federal income tax
purposes. In the absence of manifest error, the selection of any
alternative index as provided by this Section 5.07(b) shall be
final and binding for each subsequent Interest Accrual Period.
Upon the occurrence of an Alternative Rate Event, the Trustee
shall have no responsibility for the determination of any
alternative index or the calculation of the Certificate Interest
Rates for the COFI Certificates.
(c) If at any time after the occurrence of an
Alternative Rate Event the Federal Home Loan Bank of San
Francisco resumes publication of COFI, the Certificate Interest
Rates for the COFI Certificates for each Interest Accrual Period
commencing thereafter will be calculated by reference to COFI.
Section 5.08. Determination of LIBOR. (a) If the
outstanding Certificates include any LIBOR Certificates, then on
each LIBOR Determination Date the Trustee shall determine LIBOR
on the basis of the offered LIBOR quotations of the Reference
Banks as of 11:00 a.m. London time on such LIBOR Determination
Date as follows:
101
<PAGE>
(i) If on any LIBOR Determination Date two or more of
the Reference Banks provide such offered quotations, LIBOR
for the next Interest Accrual Period will be the arithmetic
mean of such offered quotations (rounding such arithmetic
mean upwards if necessary to the nearest whole multiple of
1/16%);
(ii) If on any LIBOR Determination Date only one or
none of the Reference Banks provides such offered
quotations, LIBOR for the next Interest Accrual Period will
be whichever is the higher of (x) LIBOR as determined on
the previous LIBOR Determination Date or (y) the Reserve
Interest Rate. The "Reserve Interest Rate" will be either
(A) the rate per annum which the Trustee determines to be
the arithmetic mean (rounding such arithmetic mean upwards
if necessary to the nearest whole multiple of 1/16%) of the
one-month Eurodollar lending rates that New York City banks
selected by the Trustee are quoting, on the relevant LIBOR
Determination Date, to the principal London offices of
leading banks in the London interbank market or (B) in the
event that the Trustee can determine no such arithmetic
mean, the lowest one-month Eurodollar lending rate that the
New York City banks selected by the Trustee are quoting on
such LIBOR Determination Date to leading European banks;
and
(iii) If on any LIBOR Determination Date the Trustee is
required but is unable to determine the Reserve Interest
Rate in the manner provided in paragraph (ii) above, LIBOR
for the next Interest Accrual Period will be LIBOR as
determined on the previous LIBOR Determination Date, or, in
the case of the first LIBOR Determination Date, the Initial
LIBOR Rate.
(b) The establishment of LIBOR by the Trustee and the
Trustee's subsequent calculation of the Certificate Interest
Rates applicable to the LIBOR Certificates for the relevant
Interest Accrual Period, in the absence of manifest error, will
be final and binding. In all cases, the Trustee may conclusively
rely on quotations of LIBOR for the Reference Banks as such
quotations appear on the display designated "LIBO" on the Reuters
Monitor Money Rates Service.
(c) Within five Business Days of the Trustee's
calculation of the Certificate Interest Rates of the LIBOR
Certificates, the Trustee shall furnish to the Company by
telecopy (or by such other means as the Trustee and the Company
may agree from time to time) such Certificate Interest Rates.
(d) The Trustee shall provide to Certificateholders
who inquire of it by telephone the Certificate Interest Rates of
the LIBOR Certificates for the current and immediately preceding
Interest Accrual Period.
102
<PAGE>
(e) As used herein, "Reference Banks" shall mean no
more than four leading banks engaged in transactions in
Eurodollar deposits in the international Eurocurrency market (i)
with an established place of business in London, England, (ii)
whose quotations appear on the "Reuters Screen LIBO Page" (as
described in the definition of LIBOR hereof) on the applicable
LIBOR Determination Date and (iii) which have been designated as
such by the Trustee and are able and willing to provide such
quotations to the Trustee on each LIBOR Determination Date. The
Reference Banks initially shall be: Barclay's plc, Bank of Tokyo,
National Westminster Bank and Trust Company and Bankers Trust
Company. If any of the initial Reference Banks should be removed
from the Reuters Screen LIBO Page or in any other way fail to
meet the qualifications of a Reference Bank, the Trustee, after
consultation with the Company, shall use its best efforts to
designate alternate Reference Banks.
ARTICLE VI
THE COMPANY
Section 6.01. Liability of the Company. The Company
shall be liable in accordance herewith only to the extent of the
obligations specifically imposed upon and undertaken by the
Company herein.
Section 6.02. Merger or Consolidation of, or
Assumption of the Obligations of, the Company. Any corporation
into which the Company may be merged or consolidated, or any
corporation resulting from any merger, conversion or
consolidation to which the Company shall be a party, or any
corporation succeeding to the business of the Company, or any
corporation, more than 50% of the voting stock of which is,
directly or indirectly, owned by General Electric Company, or any
limited partnership, the sole general partner of which is either
the Company or a corporation, more than 50% of the voting stock
of which is owned, directly or indirectly, by General Electric
Company, which executes an agreement of assumption to perform
every obligation of the Company hereunder, shall be the successor
of the Company hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding.
Section 6.03. Assignment. The Company may assign its
rights and delegate its duties and obligations as servicer under
this Agreement; provided, that (i) the purchaser or transferee
accepting such assignment or delegation is qualified to service
mortgage loans for FNMA or FHLMC, is reasonably satisfactory to
the Trustee and executes and delivers to the Trustee an
agreement, in form and substance reasonably satisfactory to the
Trustee, which contains an assumption by such purchaser or
103
<PAGE>
transferee of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the
Company as servicer hereunder from and after the date of such
agreement and (ii) each Rating Agency's rating of any Classes of
Certificates in effect immediately prior to such assignment or
delegation would not be qualified, downgraded or withdrawn as a
result thereof. In the case of any such assignment or delegation,
the Company will be released from its obligations as servicer
hereunder except for liabilities and obligations as servicer
incurred prior to such assignment or delegation.
Section 6.04. Limitation on Liability of the Company
and Others. Neither the Company nor any of the directors or
officers or employees or agents of the Company shall be under any
liability to the Trust Fund or the Certificateholders for any
action taken or for refraining from the taking of any action by
the Company pursuant to this Agreement, or for errors in
judgment; provided, however, that this provision shall not
protect the Company or any such person against any liability
which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of
duties of the Company or by reason of reckless disregard of
obligations and duties of the Company hereunder. The Company and
any director or officer or employee or agent of the Company may
rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any
matters arising hereunder. The Company and any director or
officer or employee or agent of the Company shall be indemnified
by the Trust Fund and held harmless against any loss, liability
or expense incurred in connection with any legal action relating
to this Agreement or the Certificates, other than any loss,
liability or expense related to any specific Mortgage Loan or
Mortgage Loans (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement) and
any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance of
duties hereunder or by reason of reckless disregard of
obligations and duties hereunder. The Company shall be under no
obligation to appear in, prosecute or defend any legal action
which is not incidental to its duties to service the Mortgage
Loans in accordance with this Agreement and which in its opinion
may involve it in any expense or liability; provided, however,
that the Company may in its sole discretion undertake any such
action which it may deem necessary or desirable in respect of
this Agreement, and the rights and duties of the parties hereto
and the interests of the Certificateholders hereunder. In such
event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Fund and the Company shall be entitled
to be reimbursed therefor from amounts credited to the Mortgage
Loan Payment Record as provided by Section 3.04.
104
<PAGE>
Section 6.05. The Company Not to Resign. Subject to
the provisions of Sections 6.02 and 6.03, the Company shall not
resign from the obligations and duties hereby imposed on it
except upon determination that the performance of its duties
hereunder is no longer permissible under applicable law. Any such
determination permitting the resignation of the Company shall be
evidenced by an Opinion of Counsel to such effect delivered to
the Trustee. No such resignation shall become effective until the
Trustee or a successor servicer shall have assumed the
responsibilities and obligations of the Company in accordance
with Section 7.02.
ARTICLE VII
DEFAULT
Section 7.01. Events of Default. If any one of the
following events ("Events of Default") shall occur and be
continuing:
(i) Any failure by the Company to make any payment to
the Trustee of funds pursuant to Section 3.02(d) out of
which distributions to Certificateholders of any Class are
required to be made under the terms of the Certificates and
this Agreement which failure continues unremedied for a
period of three Business Days after the date upon which
written notice of such failure shall have been given to the
Company by the Trustee or to the Company and the Trustee by
Holders of Certificates of each Class affected thereby
evidencing, as to each such Class, Percentage Interests
aggregating not less than 25%; or
(ii) Failure on the part of the Company duly to observe
or perform in any material respect any other covenants or
agreements of the Company set forth in the Certificates or
in this Agreement, which covenants and agreements (A)
materially affect the rights of Certificateholders and (B)
continue unremedied for a period of 60 days after the date
on which written notice of such failure, requiring the same
to be remedied, shall have been given to the Company by the
Trustee, or to the Company and the Trustee by the Holders
of Certificates of each Class affected thereby evidencing,
as to each such Class, Percentage Interests aggregating not
less than 25%; or
(iii) The entry of a decree or order by a court or
agency or supervisory authority having jurisdiction in the
premises for the appointment of a conservator, receiver or
liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar
proceedings of or relating to the Company, or for the
winding up or
105
<PAGE>
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
106
<PAGE>
of the Company hereunder and received after such notice, that
portion of such payment which it would have been entitled to
retain pursuant to Section 3.04(vi) if such notice had not been
given.
Section 7.02. Trustee to Act; Appointment of
Successor. (a) On and after the time the Company receives a
notice of termination pursuant to Section 7.01, the Trustee shall
be the successor in all respects to the Company in its capacity
as servicer under this Agreement and the transactions set forth
or provided for herein and shall succeed to all the rights of and
be subject to all the responsibilities, duties and liabilities
relating thereto placed on the Company in its capacity as
servicer by the terms and provisions hereof; provided, however,
that the responsibilities and duties of the Company pursuant to
Sections 2.02 and 2.03(a) and, if the Trustee is prohibited by
law or regulation from making Monthly Advances, the
responsibility to make Monthly Advances pursuant to Section 4.04,
shall not be the responsibilities, duties or obligations of the
Trustee; and provided further, that any failure of the Trustee to
perform such duties and responsibilities that is caused by the
Company's failure to cooperate with the Trustee as required by
Section 7.01 shall not be considered a default by the Trustee
hereunder. As compensation therefor, the Trustee shall, except as
provided in Section 7.01, be entitled to such compensation as the
Company would have been entitled to hereunder if no such notice
of termination had been given. Notwithstanding the above, the
Trustee may, if it shall be unwilling so to act, or shall, if it
is legally unable so to act, appoint, or petition a court of
competent jurisdiction to appoint, any established housing and
home finance institution approved to service mortgage loans for
either FNMA or FHLMC, having a net worth of not less than
$10,000,000, as the successor to the Company hereunder in the
assumption of all or any part of the responsibilities, duties or
liabilities of the Company hereunder. Pending appointment of a
successor to the Company pursuant to this Article VII, unless the
Trustee is prohibited by law from so acting, the Trustee shall
act in such capacity as hereinabove provided. In connection with
such appointment and assumption, the Trustee may make such
arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree;
provided, however, that no such compensation shall be in excess
of that permitted the Company hereunder. The Trustee and such
successor shall take such action, consistent with this Agreement,
as shall be necessary to effectuate any such succession.
(b) Any successor, including the Trustee, to the
Company as servicer pursuant to this Article VII shall during the
term of its service as servicer maintain in force (i) a policy or
policies of insurance covering errors and omissions in the
performance of its obligations as servicer hereunder, and (ii) a
fidelity bond in respect of its officers, employees and agents to
107
<PAGE>
the same extent as the Company is so required pursuant to Section
3.15.
Section 7.03. Notification to Certificateholders. Upon
any termination or appointment of a successor to the Company
pursuant to this Article VII, the Trustee shall give prompt
written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register.
ARTICLE VIII
THE TRUSTEE
Section 8.01. Duties of Trustee. The Trustee, prior to
the occurrence of an Event of Default and after the curing of all
Events of Default which may have occurred, undertakes to perform
such duties and only such duties as are specifically set forth in
this Agreement. If an Event of Default has occurred (which has
not been cured), the Trustee shall exercise such of the rights
and powers vested in it by this Agreement, and use the same
degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of
his or her own affairs.
The Trustee, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Trustee which are specifically
required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they conform
to the requirements of this Agreement.
No provision of this Agreement shall be construed to
relieve the Trustee from liability for its own negligent action,
its own negligent failure to act or its own misconduct; provided,
however, that:
(i) Prior to the occurrence of an Event of Default,
and after the curing of all such Events of Default which
may have occurred, the duties and obligations of the
Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be
liable except for the performance of such duties and
obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be
read into this Agreement against the Trustee and, in the
absence of bad faith on the part of the Trustee, the
Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the
Trustee and conforming to the requirements of this
Agreement;
108
<PAGE>
(ii) The Trustee shall not be personally liable for an
error of judgment made in good faith by a Responsible
Officer of the Trustee, unless it shall be proved that the
Trustee was negligent in performing its duties in
accordance with the terms of this Agreement;
(iii) The Trustee shall not be personally liable with
respect to any action taken, suffered or omitted to be
taken by it in good faith in accordance with the direction
of the Holders of Certificates of each Class affected
thereby evidencing, as to each such Class, Percentage
Interests aggregating not less than 25%, relating to the
time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Agreement; and
(iv) The Trustee shall not be charged with knowledge of
(A) any failure by the Company to comply with the
obligations of the Company referred to in clauses (i) and
(ii) of Section 7.01, (B) the rating downgrade referred to
in the definition of "Trigger Event" or (C) any failure by
the Company to comply with the obligations of the Company
to record the assignments of Mortgages referred to in
Section 2.01 unless a Responsible Officer of the Trustee at
the Corporate Trust Office obtains actual knowledge of such
failures, occurrence or downgrade or the Trustee receives
written notice of such failures, occurrence or downgrade
from the Company or the Holders of Certificates of each
Class affected thereby evidencing, as to each such Class,
Percentage Interests aggregating not less than 25%.
Subject to any obligation of the Trustee to make
Monthly Advances as provided herein, the Trustee shall not be
required to expend or risk its own funds or otherwise incur
financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if
there is reasonable ground for believing that the repayment of
such funds or adequate indemnity against such risk or liability
is not reasonably assured to it, and none of the provisions
contained in this Agreement shall in any event require the
Trustee to perform, or be responsible for the manner of
performance of, any of the obligations of the Company under this
Agreement, except during such time, if any, as the Trustee shall
be the successor to, and be vested with the rights, duties,
powers and privileges of, the Company in accordance with the
terms of this Agreement.
Section 8.02. Certain Matters Affecting the Trustee.
Except as otherwise provided in Section 8.01:
(i) The Trustee may conclusively rely and shall be
protected in acting or refraining from acting upon any
109
<PAGE>
resolution, Officer's Certificate, certificate of auditors
or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, appraisal, bond or
other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or
parties;
(ii) The Trustee may consult with counsel and any
Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or suffered
or omitted by it hereunder in good faith and in accordance
with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this
Agreement, or to institute, conduct or defend any
litigation hereunder or in relation hereto, at the request,
order or direction of any of the Certificateholders,
pursuant to the provisions of this Agreement, unless such
Certificateholders shall have offered to the Trustee
reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or
thereby; nothing contained herein shall, however, relieve
the Trustee of the obligations, upon the occurrence of an
Event of Default (which has not been cured), to exercise
such of the rights and powers vested in it by this
Agreement, and to use the same degree of care and skill in
their exercise as a prudent person would exercise or use
under the circumstances in the conduct of his or her own
affairs;
(iv) The Trustee shall not be personally liable for any
action taken, suffered or omitted by it in good faith and
believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement;
(v) Prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have
occurred, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond or
other paper or documents, unless requested in writing so to
do by Holders of Certificates of each Class affected thereby
evidencing, as to each such Class, Percentage Interests
aggregating not less than 25%; provided, however, that if
the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it
in the making of such investigation is, in the opinion of
the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Agreement, the
Trustee may require reasonable indemnity against such cost,
expense or liability as a condition to such proceeding. The
110
<PAGE>
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
111
<PAGE>
hold it harmless against, any and all losses, liabilities,
damages, claims or expenses other than those resulting from the
negligence or bad faith of the Trustee. From time to time, the
Trustee may request that the Company debit the Mortgage Loan
Payment Record pursuant to Section 3.04 to reimburse the Trustee
for any Monthly Advances and Nonrecoverable Advances.
Section 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation having
its principal office either in the State of New York or in the
same state as that in which the initial Trustee under this
Agreement has its principal office and organized and doing
business under the laws of such State or the United States of
America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal
or state authority. If such corporation publishes reports of
condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section 8.06, the combined capital
and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent
report of condition so published. The Trustee shall not be an
affiliate of the Company. In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this
Section 8.06, the Trustee shall resign immediately in the manner
and with the effect specified in Section 8.07.
Section 8.07. Resignation or Removal of Trustee. The
Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Company.
Upon receiving such notice of resignation, the Company shall
promptly appoint a successor Trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor Trustee. If no
successor Trustee shall have been so appointed and having
accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a
successor Trustee.
If the conditions in any of the following clauses (i),
(ii) or (iii) shall occur at any time, the Company may remove the
Trustee: (i) the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign
after written request therefor by the Company; (ii) the Trustee
shall be legally unable to act, or shall be adjudged a bankrupt
or insolvent, or a receiver of the Trustee or of its property
shall be appointed, or any public officer shall take charge or
control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation; or (iii)
the replacement of the Trustee with a successor Trustee
112
<PAGE>
will enable the Company to avoid (and should, based on the
information included in the notice referred to below, result in
the avoidance of) a downgrading of the ratings assigned to the
Certificates by the Rating Agencies (whether or not other actions
could avoid such downgrading) and no Event of Default, as
provided by Section 7.01 hereof, shall have occurred or be
continuing; provided, however, that no action shall be taken
pursuant to this clause (iii) unless reasonable notice shall have
been provided to the Trustee, which notice shall set forth the
basis for any rating downgrade as contemplated by the Rating
Agencies and shall also indicate the manner in which such
proposed action is intended to avoid such downgrade. If it
removes the Trustee under the authority of the immediately
preceding sentence, the Company shall promptly appoint a
successor trustee by written instrument, in duplicate, one copy
of which instrument shall be delivered to the Trustee so removed
and one copy to the successor trustee.
Any resignation or removal of the Trustee and
appointment of a successor Trustee pursuant to any of the
provisions of this Section 8.07 shall not become effective until
acceptance of appointment by the successor Trustee as provided in
Section 8.08.
Section 8.08. Successor Trustee. Any successor Trustee
appointed as provided in Section 8.07 shall execute, acknowledge
and deliver to the Company and to its predecessor Trustee an
instrument accepting such appointment hereunder, and thereupon
the resignation or removal of the predecessor Trustee shall
become effective and such successor Trustee, without any further
act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor
hereunder, with like effect as if originally named as Trustee.
The predecessor Trustee shall deliver to the successor Trustee
all Mortgage Files and related documents and statements held by
it hereunder; and the Company and the predecessor Trustee shall
execute and deliver such instruments and do such other things as
may reasonably be required for fully and certainly vesting and
confirming in the successor Trustee all such rights, powers,
duties and obligations.
No successor Trustee shall accept appointment as
provided in this Section 8.08 unless at the time of such
acceptance such successor Trustee shall be eligible under the
provisions of Section 8.06.
Upon acceptance of appointment by a successor Trustee
as provided in this Section 8.08, the Company shall mail notice
of the succession of such Trustee hereunder to all holders of
Certificates at their addresses as shown in the Certificate
Register. If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor Trustee,
113
<PAGE>
the successor Trustee shall cause such notice to be mailed at the
expense of the Company.
Section 8.09. Merger or Consolidation of Trustee. Any
corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to the corporate
trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided that such corporation shall be
eligible under the provisions of Section 8.06, without the
execution or filing of any paper or any further act on the part
of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 8.10. Appointment of Co-Trustee or Separate
Trustee. Notwithstanding any other provisions of this Agreement,
at any time, for the purpose of meeting any legal requirements of
any jurisdiction in which any part of the Trust Fund or property
securing any Mortgage Note may at the time be located, the
Company and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more
Persons approved by the Trustee to act as co-trustee or
co-trustees, jointly with the Trustee, of all or any part of the
Trust Fund, or separate trustee or separate trustees of any part
of the Trust Fund, and to vest in such Person or Persons, in such
capacity and for the benefit of the Certificateholders, such
title to the Trust Fund, or any part thereof, and, subject to the
other provisions of this Section 8.10, such powers, duties,
obligations, rights and trusts as the Company and the Trustee may
consider necessary or desirable. If the Company shall not have
joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have
occurred and be continuing, the Trustee alone shall have the
power to make such appointment. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a
successor trustee under Section 8.06 and no notice to
Certificateholders of the appointment of any co-trustee or
separate trustee shall be required under Section 8.08.
Every separate trustee and co-trustee shall, to the
extent permitted by law, be appointed and act subject to the
following provisions and conditions:
(i) All rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or
imposed upon and exercised or performed by the Trustee and
such separate trustee or co-trustee jointly (it being
understood that such separate trustee or co-trustee is not
authorized to act separately without the Trustee joining in
such act), except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be
114
<PAGE>
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. 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.
115
<PAGE>
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Repurchase by the
Company or Liquidation of All Mortgage Loans. Subject to Section
9.02, the respective obligations and responsibilities of the
Company and the Trustee created hereby (other than the obligation
of the Trustee to make certain payments to Certificateholders
after the final Distribution Date and the obligation of the
Trustee to send certain notices as hereinafter set forth) shall
terminate upon the last action required to be taken by the
Trustee on the final Distribution Date pursuant to this Article
IX following the earlier of (a) the repurchase by the Company of
all Mortgage Loans and all REO Mortgage Loans remaining in the
Trust Fund at a price equal to the sum of (x) 100% of the unpaid
principal balance of each Mortgage Loan (other than any REO
Mortgage Loans described in the following clause) plus accrued
and unpaid interest thereon at the applicable 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
116
<PAGE>
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 or Section 2.05(d) as the case may be. Distributions on each
Certificate shall be made on the final Distribution Date in the
manner specified in Section 4.02 but only upon presentation and
surrender of the Certificates.
In the event that all of the Certificateholders shall
not surrender their Certificates for cancellation within six
months after the date specified in the above-mentioned written
notice, the Trustee shall give a second written notice to the
remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect
thereto. If within one year after the second notice all the
Certificates shall not have been surrendered for cancellation,
the Trustee may take appropriate steps, or may appoint an agent
to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates,
and the cost thereof shall be paid out of the funds and other
assets which remain subject hereto.
Section 9.02. Additional Termination Requirements. (a)
In the event the Company exercises its purchase option as
provided in Section 9.01, the Trust Fund and each of the Upper
Tier REMIC and the Lower Tier REMIC established hereunder shall
be terminated in accordance with the following additional
requirements, unless the Trustee has been supplied with an
Opinion of Counsel to the effect that the failure to comply with
the requirements of this Section 9.02 will not (i) result in the
117
<PAGE>
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, the Trustee will
attach a statement specifying the date of the adoption of the
plan of liquidation.
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment. This Agreement may be
amended from time to time by the Company and the Trustee, without
the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or
therein which may be defective or inconsistent with any other
provisions herein, or to 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
118
<PAGE>
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 consent shall approve the substance thereof.
The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders
119
<PAGE>
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
120
<PAGE>
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 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, to Standard & Poor's Ratings Services, 26 Broadway, 16th
Floor, New York, New York 10007, Attention: Mortgage Backed
Securities, or, as to each such Person, at such other address as
shall be designated by such Person in a written notice to each
other named Person. Any notice required or permitted to be mailed
to a Certificateholder shall be given by first class mail,
postage prepaid, at the address of such Holder as shown in the
Certificate Register. Any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to
have been duly given, whether or not the Certificateholder
receives such notice.
Section 10.06. Notices to the Rating Agencies. The
Company shall deliver written notice of the following events to
each Rating Agency promptly following the occurrence thereof:
121
<PAGE>
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,
that the beneficial ownership interests represented by the
Certificates shall be nonassessable for any losses or expenses of
the Trust Fund or for any reason whatsoever, and that
Certificates upon execution, countersignature and delivery
thereof by the Trustee are and shall be deemed fully paid.
* * *
<PAGE>
IN WITNESS WHEREOF, the Company and the Trustee have
caused this Agreement to be duly executed by their respective
officers and their respective seals, duly attested, to be
hereunto affixed, all as of the day and year first above written.
GE CAPITAL MORTGAGE
SERVICES, INC.
By:____________________________
Name:
Title:
[SEAL]
Attest:
By:_______________________
Name:
Title:
STATE STREET BANK AND
TRUST COMPANY,
as Trustee
By:____________________________
Name:
Title:
[SEAL]
Attest:
By:_______________________
Name:
Title:
<PAGE>
State of New Jersey )
) ss.:
County of Camden )
On the day of January, 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 January, 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 1998-3
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 $62,000,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 7.00% Balance of this Certificate:
$
Cut-off Date:
January 1, 1998
First Distribution Date: CUSIP: 36157RDM4
February 25, 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 January 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 February 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
3
<PAGE>
this Certificate will be made in the applicable manner described
above, after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this
Certificate at the office or agency maintained for that purpose
by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of
Certificates designated as REMIC Multi-Class Pass-Through
Certificates, Series 1998-3, issued in nineteen Classes (Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7,
Class A8, Class A9, Class A10, Class R, Class RL, Class M, Class
B1, Class B2, Class B3, Class B4, Class B5 and Class PO 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
4
<PAGE>
evidencing not less than 66% of all the Voting Rights as defined
in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
No transfer of any Class M, Class B1, Class B2, Class
B3, Class B4 or Class B5 Certificate which is in the form of a
Definitive Certificate shall be made to any Person unless the
Trustee has received (i) a certificate from such transferee to
the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or a plan subject to Section 4975 of
the Internal Revenue Code of 1986, as amended ("Section 4975") (a
"Plan") or a Person that is using the assets of a Plan to acquire
such Certificate or (y) is an insurance company investing assets
of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption
95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemption")
applies to such transferee's acquisition and holding of such
Certificate, or (ii) an opinion of counsel satisfactory to the
Trustee, which opinion shall not be an expense of the Trustee or
the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the
Trust Fund being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA or Section 4975 and
will not subject the Trustee or the Company to any obligation in
addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in
the event that, as a result of a change of law or otherwise,
counsel satisfactory to the Trustee has rendered an opinion to
the effect that the purchase and holding of a Class M, Class B1,
Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or
a Person that is purchasing or holding such Certificate with the
assets of a Plan will not constitute or result in a prohibited
transaction under ERISA or Section 4975.
No transfer of any Class R or Class RL Certificate
shall be made to any Person unless the Trustee has received a
5
<PAGE>
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.
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.
6
<PAGE>
The obligations and responsibilities created by the
Agreement, and the Trust Fund created thereby shall terminate
upon payment to the Certificateholders, or provision therefor, in
accordance with the Agreement following the earlier of (a) the
repurchase by the Company of all Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid
principal balance of each Mortgage Loan (other than a Mortgage
Loan described in clause (y)) plus accrued and unpaid interest
thereon at the rate provided for in the Agreement (less any
amounts representing previously unreimbursed Monthly Advances)
and (y) the appraised value of any property acquired in respect
of a Mortgage Loan determined as provided in the Agreement, and
(b) the later of the final payment or other liquidation (or any
Monthly Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of
any Mortgage Loan. The right of the Company to repurchase all the
Mortgage Loans and property in respect of Mortgage Loans is
subject to the Pool Scheduled Principal Balance at the time of
repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise
of such right will result in early retirement of the
Certificates.
Unless this Certificate has been countersigned by the
Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any
purpose.
7
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed under its official seal.
STATE STREET BANK AND TRUST
COMPANY, not in its individual
capacity but solely as Trustee
(SEAL)
By:________________________
Name:
Title:
Countersigned:
By______________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee
Dated:__________________
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 1998-3
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 $12,470,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.25% Balance of this Certificate:
$
Cut-off Date:
January 1, 1998
First Distribution Date: CUSIP: 36157RDN2
February 25, 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 January 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 February 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 1998-3
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 $21,278,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.25% Balance of this Certificate:
$
Cut-off Date:
January 1, 1998
First Distribution Date: CUSIP: 36157RDP7
February 25, 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 January 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 February 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 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.
16
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-3
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R Initial Class A4 Certificate
Principal Balance:
Class A4 $15,738,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.25% Balance of this Certificate:
$
Cut-off Date:
January 1, 1998
First Distribution Date: CUSIP: 36157RDQ5
February 25, 1998
17
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by
this Certificate (obtained by dividing the initial Certificate
Principal Balance of this Certificate by the aggregate initial
Certificate Principal Balance of all Class 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 January 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 February 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
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 1998-3
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 $15,670,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.25% Balance of this Certificate:
$
Cut-off Date:
January 1, 1998
First Distribution Date: CUSIP: 36157RDR3
February 25, 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 January 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 February 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 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 BALANCE OF ANOTHER CLASS 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.
22
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-3
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 Notional
Principal Balance:
Class A6 $6,981,000.00
Certificate Interest Initial Notional Principal
Rate per annum: 7.00% Balance of this Certificate:
$
Cut-off Date:
January 1, 1998
First Distribution Date: CUSIP:36157RDS1
February 25, 1998
23
<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 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 January 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 February 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).
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.
25
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-3
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R Initial Class A7 Certificate
Principal Balance:
Class A7 $34,507,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 7.00% Balance of this Certificate:
$
Cut-off Date:
January 1, 1998
First Distribution Date: CUSIP: 36157RDT9
February 25, 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 A7 Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
conventional, fixed rate, one- to four-family mortgage loans (the
"Mortgage Loans"), sold and serviced by GE Capital Mortgage
Services, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Company"). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement dated
as of January 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 February 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
27
<PAGE>
Certificate will be made in the applicable manner described
above, after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this
28
<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.
29
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-3
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R Initial Class A8 Certificate
Principal Balance:
Class A8 $120,000,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 7.00% Balance of this Certificate:
$
Cut-off Date:
January 1, 1998
First Distribution Date: CUSIP: 36157RDU6
February 25, 1998
30
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by
this Certificate (obtained by dividing the initial Certificate
Principal Balance of this Certificate by the aggregate initial
Certificate Principal Balance of all Class A8 Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
conventional, fixed rate, one- to four-family mortgage loans (the
"Mortgage Loans"), sold and serviced by GE Capital Mortgage
Services, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Company"). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement dated
as of January 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 February 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
31
<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.
32
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-3
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R Initial Class A9 Certificate
Principal Balance:
Class A9 $7,904,800.00
Certificate Interest Initial Certificate Principal
Rate per annum: 7.00% Balance of this Certificate:
$
Cut-off Date:
January 1, 1998
First Distribution Date: CUSIP: 36157RDV4
February 25, 1998
33
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by
this Certificate (obtained by dividing the initial Certificate
Principal Balance of this Certificate by the aggregate initial
Certificate Principal Balance of all Class A9 Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
conventional, fixed rate, one- to four-family mortgage loans (the
"Mortgage Loans"), sold and serviced by GE Capital Mortgage
Services, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Company"). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement dated
as of January 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 February 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
34
<PAGE>
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET
FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY
BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE
SERVICES, INC. OR THE TRUSTEE (AS DEFINED HEREIN).
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
35
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-3
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R Initial Class A10 Certificate
Principal Balance:
Class A10 $10,900,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 7.00% Balance of this Certificate:
$
Cut-off Date:
January 1, 1998
First Distribution Date: CUSIP: 36157RDW2
February 25, 1998
36
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by
this Certificate (obtained by dividing the initial Certificate
Principal Balance of this Certificate by the aggregate initial
Certificate Principal Balance of all Class A10 Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
conventional, fixed rate, one- to four-family mortgage loans (the
"Mortgage Loans"), sold and serviced by GE Capital Mortgage
Services, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Company"). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement dated
as of January 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 February 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
37
<PAGE>
Certificate will be made in the applicable manner described
above, after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this
38
<PAGE>
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET
FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY
BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE
SERVICES, INC. OR THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION
5.02 OF THE AGREEMENT.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("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 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.
39
<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 1998-3
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 $100.00
Certificate Interest Initial Certificate Principal
Rate per annum: 7.00% Balance of this Certificate:
$
Cut-off Date:
January 1, 1998
First Distribution Date: CUSIP: 36157RDX0
February 25, 1998
40
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by
this Certificate (obtained by dividing the initial Certificate
Principal Balance of this Certificate by the aggregate initial
Certificate Principal Balance of all Class R or 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 January 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 February 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
41
<PAGE>
this Certificate will be made in the applicable manner described
above, after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this
Certificate at the office or agency maintained for that purpose
by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of
Certificates designated as REMIC Multi-Class Pass-Through
Certificates, Series 1998-3, issued in nineteen Classes (Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7,
Class A8, Class A9, Class A10, Class R, Class RL, Class M, Class
B1, Class B2, Class B3, Class B4, Class B5 and Class PO 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
42
<PAGE>
evidencing not less than 66% of all the Voting Rights as defined
in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
No transfer of any Class M, Class B1, Class B2, Class
B3, Class B4 or Class B5 Certificate which is in the form of a
Definitive Certificate shall be made to any Person unless the
Trustee has received (i) a certificate from such transferee to
the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or a plan subject to Section 4975 of
the Internal Revenue Code of 1986, as amended ("Section 4975") (a
"Plan") or a Person that is using the assets of a Plan to acquire
such Certificate or (y) is an insurance company investing assets
of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption
95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemption")
applies to such transferee's acquisition and holding of such
Certificate, or (ii) an opinion of counsel satisfactory to the
Trustee, which opinion shall not be an expense of the Trustee or
the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the
Trust Fund being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA or Section 4975 and
will not subject the Trustee or the Company to any obligation in
addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in
the event that, as a result of a change of law or otherwise,
counsel satisfactory to the Trustee has rendered an opinion to
the effect that the purchase and holding of a Class M, Class B1,
Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or
a Person that is purchasing or holding such Certificate with the
assets of a Plan will not constitute or result in a prohibited
transaction under ERISA or Section 4975.
No transfer of any Class R or Class RL Certificate
shall be made to any Person unless the Trustee has received a
43
<PAGE>
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.
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.
44
<PAGE>
The obligations and responsibilities created by the Agreement,
and the Trust Fund created thereby shall terminate upon payment
to the Certificateholders, or provision therefor, in accordance
with the Agreement following the earlier of (a) the repurchase by
the Company of all Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund at a
price equal to the sum of (x) 100% of the unpaid principal
balance of each Mortgage Loan (other than a Mortgage Loan
described in clause (y)) plus accrued and unpaid interest thereon
at the rate provided for in the Agreement (less any amounts
representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a
Mortgage Loan determined as provided in the Agreement, and (b)
the later of the final payment or other liquidation (or any
Monthly Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of
any Mortgage Loan. The right of the Company to repurchase all the
Mortgage Loans and property in respect of Mortgage Loans is
subject to the Pool Scheduled Principal Balance at the time of
repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise
of such right will result in early retirement of the
Certificates.
Unless this Certificate has been countersigned by the
Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any
purpose.
45
<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:__________________
46
<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.
47
<PAGE>
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET
FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY
BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE
SERVICES, INC. OR THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION
5.02 OF THE AGREEMENT.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY
ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY AS SET FORTH
IN THE AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT
TO THE TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE
SECTION 860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR
OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION, OR AN ENTITY
THAT HOLDS REMIC RESIDUAL SECURITIES AS NOMINEE TO FACILITATE THE
CLEARANCE AND SETTLEMENT OF SUCH SECURITIES THROUGH BOOK-ENTRY
CHANGES IN ACCOUNTS OF PARTICIPATING ORGANIZATIONS (A "BOOK-ENTRY
NOMINEE") AND TO HAVE
AGREED TO SUCH AMENDMENTS TO THE AGREEMENT AS MAY BE REQUIRED TO
FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED
ORGANIZATIONS, AGENTS THEREOF OR BOOK-ENTRY NOMINEES.
THE HOLDER OF THIS CLASS RL CERTIFICATE, BY ACCEPTANCE HEREOF, IS
DEEMED TO HAVE IRREVOCABLY APPOINTED THE COMPANY AS ITS AGENT AND
ATTORNEY-IN-FACT TO ACT AS "TAX MATTERS PERSON" OF THE LOWER-TIER
REMIC TO PERFORM THE FUNCTIONS OF A "TAX MATTERS PARTNER" FOR
PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE,
WITH RESPECT TO THE TRUST FUND.
48
<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 1998-3
evidencing a beneficial ownership interest in a
trust fund which consists primarily 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 $100.00
Certificate Interest Initial Certificate Principal
Rate per annum: 7.00% Balance of this Certificate:
$
Cut-off Date:
January 1, 1998
First Distribution Date: CUSIP: 36157RDY8
February 26, 1998
49
<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 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 January 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 February 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
50
<PAGE>
provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described
51
<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).
52
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-3
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 $120,239.08
Certificate Interest Initial Certificate Principal
Rate per annum: Balance of this Certificate:
non-interest bearing $
Cut-off Date:
January 1, 1998
First Distribution Date:
February 25, 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 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 January 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 February 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
54
<PAGE>
this Certificate will be made in the applicable manner described
above, after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this
Certificate at the office or agency maintained for that purpose
by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of
Certificates designated as REMIC Multi-Class Pass-Through
Certificates, Series 1998-3, issued in nineteen Classes (Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7,
Class A8, Class A9, Class A10, Class R, Class RL, Class M, Class
B1, Class B2, Class B3, Class B4, Class B5 and Class PO 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
55
<PAGE>
evidencing not less than 66% of all the Voting Rights as defined
in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
No transfer of any Class M, Class B1, Class B2, Class
B3, Class B4 or Class B5 Certificate which is in the form of a
Definitive Certificate shall be made to any Person unless the
Trustee has received (i) a certificate from such transferee to
the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or a plan subject to Section 4975 of
the Internal Revenue Code of 1986, as amended ("Section 4975") (a
"Plan") or a Person that is using the assets of a Plan to acquire
such Certificate or (y) is an insurance company investing assets
of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Class
Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the
"Exemption") applies to such transferee's acquisition and holding
of such Certificate, or (ii) an opinion of counsel satisfactory
to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and
holding of such Certificate will not constitute or result in the
assets of the Trust Fund being deemed to be "plan assets" and
subject to the prohibited transaction provisions of ERISA or
Section 4975 and will not subject the Trustee or the Company to
any obligation in addition to those undertaken in the Agreement;
provided, however, that the Trustee will not require such
certificate or opinion in the event that, as a result of a change
of law or otherwise, counsel satisfactory to the Trustee has
rendered an opinion to the effect that the purchase and holding
of a Class M, Class B1, Class B2, Class B3, Class B4 or Class B5
Certificate by a Plan or a Person that is purchasing or holding
such Certificate with the assets of a Plan will not constitute or
result in a prohibited transaction under ERISA or Section 4975.
No transfer of any Class R or Class RL Certificate
shall be made to any Person unless the Trustee has received a
56
<PAGE>
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.
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.
57
<PAGE>
The obligations and responsibilities created by the
Agreement, and the Trust Fund created thereby shall terminate
upon payment to the Certificateholders, or provision therefor, in
accordance with the Agreement following the earlier of (a) the
repurchase by the Company of all Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid
principal balance of each Mortgage Loan (other than a Mortgage
Loan described in clause (y)) plus accrued and unpaid interest
thereon at the rate provided for in the Agreement (less any
amounts representing previously unreimbursed Monthly Advances)
and (y) the appraised value of any property acquired in respect
of a Mortgage Loan determined as provided in the Agreement, and
(b) the later of the final payment or other liquidation (or any
Monthly Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of
any Mortgage Loan. The right of the Company to repurchase all the
Mortgage Loans and property in respect of Mortgage Loans is
subject to the Pool Scheduled Principal Balance at the time of
repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise
of such right will result in early retirement of the
Certificates.
Unless this Certificate has been countersigned by the
Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any
purpose.
58
<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:__________________
59
<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.
60
<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.
61
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-3
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 $5,493,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 7.00% Balance of this Certificate:
$
Cut-off Date:
January 1, 1998
First Distribution Date: CUSIP: 36157RDZ5
February 25, 1998
62
<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 January 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 February 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
63
<PAGE>
this Certificate will be made in the applicable manner described
above, after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this
Certificate at the office or agency maintained for that purpose
by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of
Certificates designated as REMIC Multi-Class Pass-Through
Certificates, Series 1998-3, issued in nineteen Classes (Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7,
Class A8, Class A9, Class A10, Class R, Class RL, Class M, Class
B1, Class B2, Class B3, Class B4, Class B5 and Class PO 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
64
<PAGE>
evidencing not less than 66% of all the Voting Rights as defined
in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
No transfer of any Class M, Class B1, Class B2, Class
B3, Class B4 or Class B5 Certificate which is in the form of a
Definitive Certificate shall be made to any Person unless the
Trustee has received (i) a certificate from such transferee to
the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or a plan subject to Section 4975 of
the Internal Revenue Code of 1986, as amended ("Section 4975") (a
"Plan") or a Person that is using the assets of a Plan to acquire
such Certificate or (y) is an insurance company investing assets
of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption
95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemption")
applies to such transferee's acquisition and holding of such
Certificate, or (ii) an opinion of counsel satisfactory to the
Trustee, which opinion shall not be an expense of the Trustee or
the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the
Trust Fund being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA or Section 4975 and
will not subject the Trustee or the Company to any obligation in
addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in
the event that, as a result of a change of law or otherwise,
counsel satisfactory to the Trustee has rendered an opinion to
the effect that the purchase and holding of a Class M, Class B1,
Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or
a Person that is purchasing or holding such Certificate with the
assets of a Plan will not constitute or result in a prohibited
transaction under ERISA or Section 4975.
No transfer of any Class R or Class RL Certificate
shall be made to any Person unless the Trustee has received a
65
<PAGE>
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.
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.
66
<PAGE>
The obligations and responsibilities created by the
Agreement, and the Trust Fund created thereby shall terminate
upon payment to the Certificateholders, or provision therefor, in
accordance with the Agreement following the earlier of (a) the
repurchase by the Company of all Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid
principal balance of each Mortgage Loan (other than a Mortgage
Loan described in clause (y)) plus accrued and unpaid interest
thereon at the rate provided for in the Agreement (less any
amounts representing previously unreimbursed Monthly Advances)
and (y) the appraised value of any property acquired in respect
of a Mortgage Loan determined as provided in the Agreement, and
(b) the later of the final payment or other liquidation (or any
Monthly Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of
any Mortgage Loan. The right of the Company to repurchase all the
Mortgage Loans and property in respect of Mortgage Loans is
subject to the Pool Scheduled Principal Balance at the time of
repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise
of such right will result in early retirement of the
Certificates.
Unless this Certificate has been countersigned by the
Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any
purpose.
67
<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:__________________
68
<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.
69
<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.
70
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-3
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 $3,139,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 7.00% Balance of this Certificate:
$
Cut-off Date:
January 1, 1998
First Distribution Date: CUSIP: 36157REA9
February 25, 1998
71
<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 January 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 February 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
72
<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.
73
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-3
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 $1,570,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 7.00% Balance of this Certificate:
$
Cut-off Date:
January 1, 1998
First Distribution Date: CUSIP: 36157REB7
February 25, 1998
74
<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 January 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 February 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
75
<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.
76
<PAGE>
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.
77
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-3
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 $1,570,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 7.00% Balance of this Certificate:
$
Cut-off Date:
January 1, 1998
First Distribution Date: CUSIP: 36157REC5
February 25, 1998
78
<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 January 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 February 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
79
<PAGE>
this Certificate will be made in the applicable manner described
above, after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this
Certificate at the office or agency maintained for that purpose
by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of
Certificates designated as REMIC Multi-Class Pass-Through
Certificates, Series 1998-3, issued in nineteen Classes (Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7,
Class A8, Class A9, Class A10, Class R, Class RL, Class M, Class
B1, Class B2, Class B3, Class B4, Class B5 and Class PO 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
80
<PAGE>
evidencing not less than 66% of all the Voting Rights as defined
in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
No transfer of any Class M, Class B1, Class B2, Class
B3, Class B4 or Class B5 Certificate which is in the form of a
Definitive Certificate shall be made to any Person unless the
Trustee has received (i) a certificate from such transferee to
the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or a plan subject to Section 4975 of
the Internal Revenue Code of 1986, as amended ("Section 4975") (a
"Plan") or a Person that is using the assets of a Plan to acquire
such Certificate or (y) is an insurance company investing assets
of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption
95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemption")
applies to such transferee's acquisition and holding of such
Certificate, or (ii) an opinion of counsel satisfactory to the
Trustee, which opinion shall not be an expense of the Trustee or
the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the
Trust Fund being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA or Section 4975 and
will not subject the Trustee or the Company to any obligation in
addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in
the event that, as a result of a change of law or otherwise,
counsel satisfactory to the Trustee has rendered an opinion to
the effect that the purchase and holding of a Class M, Class B1,
Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or
a Person that is purchasing or holding such Certificate with the
assets of a Plan will not constitute or result in a prohibited
transaction under ERISA or Section 4975.
No transfer of any Class R or Class RL Certificate
shall be made to any Person unless the Trustee has received a
81
<PAGE>
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.
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.
82
<PAGE>
The obligations and responsibilities created by the
Agreement, and the Trust Fund created thereby shall terminate
upon payment to the Certificateholders, or provision therefor, in
accordance with the Agreement following the earlier of (a) the
repurchase by the Company of all Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid
principal balance of each Mortgage Loan (other than a Mortgage
Loan described in clause (y)) plus accrued and unpaid interest
thereon at the rate provided for in the Agreement (less any
amounts representing previously unreimbursed Monthly Advances)
and (y) the appraised value of any property acquired in respect
of a Mortgage Loan determined as provided in the Agreement, and
(b) the later of the final payment or other liquidation (or any
Monthly Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of
any Mortgage Loan. The right of the Company to repurchase all the
Mortgage Loans and property in respect of Mortgage Loans is
subject to the Pool Scheduled Principal Balance at the time of
repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise
of such right will result in early retirement of the
Certificates.
Unless this Certificate has been countersigned by the
Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any
purpose.
83
<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:__________________
84
<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.
85
<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
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
86
<PAGE>
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)
87
<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.
88
<PAGE>
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.
89
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-3
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 $471,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 7.00% Balance of this Certificate:
$
Cut-off Date:
January 1, 1998
First Distribution Date: CUSIP: 36157RED3
February 25, 1998
90
<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 January 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 February 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
91
<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.
92
<PAGE>
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.
93
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-3
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R Initial Class B5 Certificate
Principal Balance:
Class B5 $1,099,115.95
Certificate Interest Initial Certificate Principal
Rate per annum: 7.00% Balance of this Certificate:
$
Cut-off Date:
January 1, 1998
First Distribution Date: CUSIP: 36157REE1
February 25, 1998
94
<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 January 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 February 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
95
<PAGE>
EXHIBIT B
PRINCIPAL BALANCE SCHEDULES
SEGMENT BALANCES AND TRIGGER BALANCES TABLE
The PAC Segment Balances, TAC Segment Balances and Trigger
Balances set forth in the table below were calculated on the
basis of the Class Certificate Principal Balances set forth on
the cover hereof, the Segment Balances of the Segments set forth
herein and the other assumptions described in 'Yield and Weighted
Average Life Considerations--Weighted Average Lives of the
Certificates--PAC Certificates and PAC Segment' and '--Class A7,
Class A8 and Class A9 Certificates; TAC Segment' herein. If such
Class Certificate Principal Balances or Segment Balances are
increased or decreased in accordance with the variance permitted
hereby, the applicable balances set forth in the table below will
be increased or decreased substantially correspondingly. In such
event, the final Segment Balances and Trigger Balances Table will
be calculated on or about the Closing Date on the basis of such
revised Class Certificate Principal Balances or Segment Balances
and on the basis of (1) the applicable Structuring Range of the
PAC Certificates and PAC Segment, in the case of the PAC Segment
Balance, or a constant prepayment rate equal to 250% of the
Prepayment Assumption, in the case of the TAC Segment, and a
constant prepayment rate of 255% of the Prepayment Assumption, in
the case of the Trigger Balance and (2) the assumptions set forth
in clauses (i), (iv) through (viii), (x), (xi) and (xii) of the
Modeling Assumptions.
When the aggregate Scheduled Principal Balance of the
Mortgage Loans as of any Distribution Date is less than the
related Trigger Balance set forth below, a Jump Trigger Date will
occur (as described herein under 'Yield and Weighted Average Life
Considerations--Weighted Average Lives of the Certificates--Class
A7, Class A8 and Class A9 Certificates; TAC Segment'), thereby
reordering the payment priorities applicable to the distribution
of principal on the Certificates (as described under priority
third of 'Allocation of Available Funds'; see 'Description of the
Certificates--Distributions on the Certificates,' herein). The
final Segment Balances and Trigger Balances Table will be set
forth in the Agreement, which will be filed as an exhibit to the
Detailed Description.
PAC TAC
SEGMENT SEGMENT
DISTRIBUTION DATE BALANCE BALANCE TRIGGER BALANCE
- -------------------- -------------- --------------- ---------------
Initial Balance..... $27,544,000.00 $126,963,000.00 $313,930,355.03
February 1998....... 27,214,066.11 126,744,608.87 313,412,031.33
March 1998.......... 26,830,657.69 126,446,487.15 312,758,206.43
April 1998.......... 26,394,059.37 126,068,690.06 311,969,021.65
May 1998............ 25,904,384.65 125,611,412.05 311,044,793.21
June 1998........... 25,361,774.48 125,074,988.96 309,986,013.03
July 1998........... 24,766,397.24 124,459,898.48 308,793,349.24
August 1998......... 24,118,448.73 123,766,760.22 307,467,646.22
September 1998...... 23,418,152.06 122,996,335.56 306,009,924.34
October 1998........ 22,665,757.59 122,149,527.05 304,421,379.27
November 1998....... 21,861,542.78 121,227,377.53 302,703,380.97
December 1998....... 21,005,812.10 120,231,068.93 300,857,472.19
January 1999........ 20,098,896.82 119,161,920.68 298,885,366.71
February 1999....... 19,141,154.88 118,021,387.81 296,788,947.10
March 1999.......... 18,132,970.61 116,811,058.72 294,570,262.15
April 1999.......... 17,074,754.56 115,532,652.60 292,231,523.87
May 1999............ 15,966,943.21 114,188,016.54 289,775,104.21
June 1999........... 14,809,998.71 112,779,122.27 287,203,531.29
July 1999........... 13,604,408.57 111,308,062.65 284,519,485.37
August 1999......... 12,350,685.36 109,777,047.79 281,725,794.38
September 1999...... 11,049,366.31 108,188,400.90 278,825,429.20
October 1999........ 9,701,013.01 106,544,553.80 275,821,498.51
November 1999....... 8,306,210.97 104,848,042.24 272,717,243.38
December 1999....... 6,865,569.25 103,101,500.83 269,516,031.51
January 2000........ 5,379,720.00 101,307,657.79 266,221,351.21
S-56
<PAGE>
PAC TAC
SEGMENT SEGMENT
DISTRIBUTION DATE BALANCE BALANCE TRIGGER BALANCE
- -------------------- -------------- --------------- ---------------
February 2000....... 4,896,704.72 99,471,514.76 262,840,612.96
March 2000.......... 4,425,272.22 97,595,852.04 259,377,375.82
April 2000.......... 3,941,321.33 95,683,525.21 255,835,298.08
May 2000............ 3,445,060.09 93,737,459.19 252,218,130.35
June 2000........... 2,936,702.60 91,760,642.04 248,529,708.58
July 2000........... 2,430,909.14 89,825,446.48 244,893,632.40
August 2000......... 1,927,666.66 87,931,225.04 241,309,170.10
September 2000...... 1,426,962.19 86,077,339.37 237,775,600.09
October 2000........ 928,782.83 84,263,160.14 234,292,210.83
November 2000....... 433,115.73 82,488,066.85 230,858,300.61
December 2000....... 0.00 80,751,447.79 227,473,177.47
January 2001........ 0.00 79,052,699.86 224,136,159.06
February 2001....... 0.00 77,391,228.48 220,846,572.48
March 2001.......... 0.00 75,766,447.45 217,603,754.16
April 2001.......... 0.00 74,177,778.87 214,407,049.75
May 2001............ 0.00 72,624,652.99 211,255,813.99
June 2001........... 0.00 71,106,508.12 208,149,410.54
July 2001........... 0.00 69,622,790.50 205,087,211.92
August 2001......... 0.00 68,172,954.23 202,068,599.35
September 2001...... 0.00 66,756,461.09 199,092,962.63
October 2001........ 0.00 65,372,780.53 196,159,700.04
November 2001....... 0.00 64,021,389.46 193,268,218.20
December 2001....... 0.00 62,701,772.25 190,417,931.98
January 2002........ 0.00 61,413,420.54 187,608,264.36
February 2002....... 0.00 60,155,833.20 184,838,646.35
March 2002.......... 0.00 58,928,516.18 182,108,516.83
April 2002.......... 0.00 57,730,982.47 179,417,322.51
May 2002............ 0.00 56,562,751.96 176,764,517.74
June 2002........... 0.00 55,423,351.34 174,149,564.49
July 2002........... 0.00 54,312,314.06 171,571,932.17
August 2002......... 0.00 53,229,180.15 169,031,097.56
September 2002...... 0.00 52,173,496.24 166,526,544.74
October 2002........ 0.00 51,144,815.34 164,057,764.92
November 2002....... 0.00 50,142,696.88 161,624,256.40
December 2002....... 0.00 49,166,706.52 159,225,524.43
January 2003........ 0.00 48,216,416.13 156,861,081.16
February 2003....... 0.00 47,478,498.89 154,530,445.50
March 2003.......... 0.00 46,763,984.72 152,233,143.04
April 2003.......... 0.00 46,072,467.69 149,968,705.99
May 2003............ 0.00 45,403,547.64 147,736,673.02
June 2003........... 0.00 44,756,830.18 145,536,589.26
July 2003........... 0.00 44,131,926.56 143,368,006.12
August 2003......... 0.00 43,528,453.64 141,230,481.27
September 2003...... 0.00 42,946,033.74 139,123,578.52
October 2003........ 0.00 42,384,294.63 137,046,867.74
November 2003....... 0.00 41,842,869.45 134,999,924.81
December 2003....... 0.00 41,321,396.57 132,982,331.46
January 2004........ 0.00 40,181,597.54 130,993,675.27
February 2004....... 0.00 38,620,591.67 129,033,549.54
March 2004.......... 0.00 37,084,221.35 127,101,553.25
April 2004.......... 0.00 35,572,119.57 125,197,290.92
S-57
<PAGE>
PAC TAC
SEGMENT SEGMENT
DISTRIBUTION DATE BALANCE BALANCE TRIGGER BALANCE
- -------------------- -------------- --------------- ---------------
May 2004............ 0.00 34,083,924.38 123,320,372.61
June 2004........... 0.00 32,619,278.82 121,470,413.77
July 2004........... 0.00 31,177,830.84 119,647,035.22
August 2004......... 0.00 29,759,233.25 117,849,863.06
September 2004...... 0.00 28,363,143.64 116,078,528.57
October 2004........ 0.00 26,989,224.33 114,332,668.20
November 2004....... 0.00 25,637,142.28 112,611,923.41
December 2004....... 0.00 24,306,569.04 110,915,940.68
January 2005........ 0.00 22,997,180.70 109,244,371.42
February 2005....... 0.00 21,882,467.74 107,596,871.86
March 2005.......... 0.00 20,785,494.96 105,973,103.05
April 2005.......... 0.00 19,705,980.61 104,372,730.73
May 2005............ 0.00 18,643,646.94 102,795,425.32
June 2005........... 0.00 17,598,220.16 101,240,861.81
July 2005........... 0.00 16,569,430.41 99,708,719.72
August 2005......... 0.00 15,557,011.65 98,198,683.04
September 2005...... 0.00 14,560,701.65 96,710,440.15
October 2005........ 0.00 13,580,241.91 95,243,683.80
November 2005....... 0.00 12,615,377.64 93,798,110.98
December 2005....... 0.00 11,665,857.68 92,373,422.92
January 2006........ 0.00 10,731,434.43 90,969,325.03
February 2006....... 0.00 9,966,886.77 89,585,526.79
March 2006.......... 0.00 9,213,570.64 88,221,741.76
April 2006.......... 0.00 8,471,299.11 86,877,687.48
May 2006............ 0.00 7,739,887.96 85,553,085.41
June 2006........... 0.00 7,019,155.68 84,247,660.94
July 2006........... 0.00 6,308,923.43 82,961,143.23
August 2006......... 0.00 5,609,014.99 81,693,265.25
September 2006...... 0.00 4,919,256.70 80,443,763.70
October 2006........ 0.00 4,239,477.48 79,212,378.93
November 2006....... 0.00 3,569,508.73 77,998,854.92
December 2006....... 0.00 2,909,184.34 76,802,939.22
January 2007........ 0.00 2,258,340.63 75,624,382.91
February 2007....... 0.00 1,750,422.60 74,462,940.53
March 2007.......... 0.00 1,247,994.14 73,318,370.06
April 2007.......... 0.00 750,969.34 72,190,432.83
May 2007............ 0.00 259,263.45 71,078,893.53
June 2007........... 0.00 0.00 69,983,520.12
July 2007........... 0.00 0.00 68,904,083.80
August 2007......... 0.00 0.00 67,840,358.96
September 2007...... 0.00 0.00 66,792,123.15
October 2007........ 0.00 0.00 65,759,157.01
November 2007....... 0.00 0.00 64,741,244.27
December 2007....... 0.00 0.00 63,738,171.64
January 2008........ 0.00 0.00 62,749,728.85
February 2008....... 0.00 0.00 61,775,708.55
March 2008.......... 0.00 0.00 60,815,906.27
April 2008.......... 0.00 0.00 59,870,120.42
May 2008............ 0.00 0.00 58,938,152.21
June 2008........... 0.00 0.00 58,019,805.65
July 2008........... 0.00 0.00 57,114,887.47
S-58
<PAGE>
PAC TAC
SEGMENT SEGMENT
DISTRIBUTION DATE BALANCE BALANCE TRIGGER BALANCE
- -------------------- -------------- --------------- ---------------
August 2008......... 0.00 0.00 56,223,207.10
September 2008...... 0.00 0.00 55,344,576.65
October 2008........ 0.00 0.00 54,478,810.84
November 2008....... 0.00 0.00 53,625,726.98
December 2008....... 0.00 0.00 52,785,144.96
January 2009........ 0.00 0.00 51,956,887.16
February 2009....... 0.00 0.00 51,140,778.45
March 2009.......... 0.00 0.00 50,336,646.17
April 2009.......... 0.00 0.00 49,544,320.04
May 2009............ 0.00 0.00 48,763,632.20
June 2009........... 0.00 0.00 47,994,417.11
July 2009........... 0.00 0.00 47,236,511.56
August 2009......... 0.00 0.00 46,489,754.63
September 2009...... 0.00 0.00 45,753,987.63
October 2009........ 0.00 0.00 45,029,054.12
November 2009....... 0.00 0.00 44,314,799.83
December 2009....... 0.00 0.00 43,611,072.65
January 2010........ 0.00 0.00 42,917,722.62
February 2010....... 0.00 0.00 42,234,601.85
March 2010.......... 0.00 0.00 41,561,564.56
April 2010.......... 0.00 0.00 40,898,466.98
May 2010............ 0.00 0.00 40,245,167.36
June 2010........... 0.00 0.00 39,601,525.95
July 2010........... 0.00 0.00 38,967,404.95
August 2010......... 0.00 0.00 38,342,668.49
September 2010...... 0.00 0.00 37,727,182.61
October 2010........ 0.00 0.00 37,120,815.22
November 2010....... 0.00 0.00 36,523,436.09
December 2010....... 0.00 0.00 35,934,916.82
January 2011........ 0.00 0.00 35,355,130.79
February 2011....... 0.00 0.00 34,783,953.18
March 2011.......... 0.00 0.00 34,221,260.91
April 2011.......... 0.00 0.00 33,666,932.63
May 2011............ 0.00 0.00 33,120,848.70
June 2011........... 0.00 0.00 32,582,891.13
July 2011........... 0.00 0.00 32,052,943.63
August 2011......... 0.00 0.00 31,530,891.51
September 2011...... 0.00 0.00 31,016,621.71
October 2011........ 0.00 0.00 30,510,022.73
November 2011....... 0.00 0.00 30,010,984.67
December 2011....... 0.00 0.00 29,519,399.15
January 2012........ 0.00 0.00 29,035,159.33
February 2012....... 0.00 0.00 28,558,159.86
March 2012.......... 0.00 0.00 28,088,296.86
April 2012.......... 0.00 0.00 27,625,467.95
May 2012............ 0.00 0.00 27,169,572.13
June 2012........... 0.00 0.00 26,720,509.88
July 2012........... 0.00 0.00 26,278,183.04
August 2012......... 0.00 0.00 25,842,494.84
September 2012...... 0.00 0.00 25,413,349.88
October 2012........ 0.00 0.00 24,990,654.09
S-59
<PAGE>
PAC TAC
SEGMENT SEGMENT
DISTRIBUTION DATE BALANCE BALANCE TRIGGER BALANCE
- -------------------- -------------- --------------- ---------------
November 2012....... 0.00 0.00 24,574,314.74
December 2012....... 0.00 0.00 24,164,240.38
January 2013........ 0.00 0.00 23,760,340.88
February 2013....... 0.00 0.00 23,362,527.34
March 2013.......... 0.00 0.00 22,970,712.15
April 2013.......... 0.00 0.00 22,584,808.90
May 2013............ 0.00 0.00 22,204,732.43
June 2013........... 0.00 0.00 21,830,398.75
July 2013........... 0.00 0.00 21,461,725.07
August 2013......... 0.00 0.00 21,098,629.77
September 2013...... 0.00 0.00 20,741,032.36
October 2013........ 0.00 0.00 20,388,853.50
November 2013....... 0.00 0.00 20,042,014.98
December 2013....... 0.00 0.00 19,700,439.66
January 2014........ 0.00 0.00 19,364,051.52
February 2014....... 0.00 0.00 19,032,775.60
March 2014.......... 0.00 0.00 18,706,537.99
April 2014.......... 0.00 0.00 18,385,265.83
May 2014............ 0.00 0.00 18,068,887.29
June 2014........... 0.00 0.00 17,757,331.55
July 2014........... 0.00 0.00 17,450,528.80
August 2014......... 0.00 0.00 17,148,410.20
September 2014...... 0.00 0.00 16,850,907.88
October 2014........ 0.00 0.00 16,557,954.96
November 2014....... 0.00 0.00 16,269,485.47
December 2014....... 0.00 0.00 15,985,434.39
January 2015........ 0.00 0.00 15,705,737.61
February 2015....... 0.00 0.00 15,430,331.93
March 2015.......... 0.00 0.00 15,159,155.06
April 2015.......... 0.00 0.00 14,892,145.55
May 2015............ 0.00 0.00 14,629,242.87
June 2015........... 0.00 0.00 14,370,387.30
July 2015........... 0.00 0.00 14,115,520.00
August 2015......... 0.00 0.00 13,864,582.94
September 2015...... 0.00 0.00 13,617,518.92
October 2015........ 0.00 0.00 13,374,271.56
November 2015....... 0.00 0.00 13,134,785.26
December 2015....... 0.00 0.00 12,899,005.22
January 2016........ 0.00 0.00 12,666,877.40
February 2016....... 0.00 0.00 12,438,348.55
March 2016.......... 0.00 0.00 12,213,366.16
April 2016.......... 0.00 0.00 11,991,878.47
May 2016............ 0.00 0.00 11,773,834.44
June 2016........... 0.00 0.00 11,559,183.78
July 2016........... 0.00 0.00 11,347,876.88
August 2016......... 0.00 0.00 11,139,864.87
September 2016...... 0.00 0.00 10,935,099.54
October 2016........ 0.00 0.00 10,733,533.39
November 2016....... 0.00 0.00 10,535,119.57
December 2016....... 0.00 0.00 10,339,811.93
January 2017........ 0.00 0.00 10,147,564.94
S-60
<PAGE>
PAC TAC
SEGMENT SEGMENT
DISTRIBUTION DATE BALANCE BALANCE TRIGGER BALANCE
- -------------------- -------------- --------------- ---------------
February 2017....... 0.00 0.00 9,958,333.73
March 2017.......... 0.00 0.00 9,772,074.07
April 2017.......... 0.00 0.00 9,588,742.37
May 2017............ 0.00 0.00 9,408,295.63
June 2017........... 0.00 0.00 9,230,691.49
July 2017........... 0.00 0.00 9,055,888.17
August 2017......... 0.00 0.00 8,883,844.51
September 2017...... 0.00 0.00 8,714,519.91
October 2017........ 0.00 0.00 8,547,874.36
November 2017....... 0.00 0.00 8,383,868.43
December 2017....... 0.00 0.00 8,222,463.22
January 2018........ 0.00 0.00 8,063,620.41
February 2018....... 0.00 0.00 7,907,302.23
March 2018.......... 0.00 0.00 7,753,471.43
April 2018.......... 0.00 0.00 7,602,091.30
May 2018............ 0.00 0.00 7,453,125.65
June 2018........... 0.00 0.00 7,306,538.81
July 2018........... 0.00 0.00 7,162,295.62
August 2018......... 0.00 0.00 7,020,361.42
September 2018...... 0.00 0.00 6,880,702.03
October 2018........ 0.00 0.00 6,743,283.78
November 2018....... 0.00 0.00 6,608,073.47
December 2018....... 0.00 0.00 6,475,038.38
January 2019........ 0.00 0.00 6,344,146.25
February 2019....... 0.00 0.00 6,215,365.28
March 2019.......... 0.00 0.00 6,088,664.14
April 2019.......... 0.00 0.00 5,964,011.92
May 2019............ 0.00 0.00 5,841,378.19
June 2019........... 0.00 0.00 5,720,732.92
July 2019........... 0.00 0.00 5,602,046.52
August 2019......... 0.00 0.00 5,485,289.84
September 2019...... 0.00 0.00 5,370,434.12
October 2019........ 0.00 0.00 5,257,451.04
November 2019....... 0.00 0.00 5,146,312.66
December 2019....... 0.00 0.00 5,036,991.46
January 2020........ 0.00 0.00 4,929,460.30
February 2020....... 0.00 0.00 4,823,692.45
March 2020.......... 0.00 0.00 4,719,661.53
April 2020.......... 0.00 0.00 4,617,341.58
May 2020............ 0.00 0.00 4,516,706.96
June 2020........... 0.00 0.00 4,417,732.46
July 2020........... 0.00 0.00 4,320,393.17
August 2020......... 0.00 0.00 4,224,664.59
September 2020...... 0.00 0.00 4,130,522.54
October 2020........ 0.00 0.00 4,037,943.20
November 2020....... 0.00 0.00 3,946,903.09
December 2020....... 0.00 0.00 3,857,379.06
January 2021........ 0.00 0.00 3,769,348.31
February 2021....... 0.00 0.00 3,682,788.36
March 2021.......... 0.00 0.00 3,597,677.04
April 2021.......... 0.00 0.00 3,513,992.51
S-61
<PAGE>
PAC TAC
SEGMENT SEGMENT
DISTRIBUTION DATE BALANCE BALANCE TRIGGER BALANCE
- -------------------- -------------- --------------- ---------------
May 2021............ 0.00 0.00 3,431,713.26
June 2021........... 0.00 0.00 3,350,818.06
July 2021........... 0.00 0.00 3,271,286.01
August 2021......... 0.00 0.00 3,193,096.50
September 2021...... 0.00 0.00 3,116,229.23
October 2021........ 0.00 0.00 3,040,664.16
November 2021....... 0.00 0.00 2,966,381.58
December 2021....... 0.00 0.00 2,893,362.05
January 2022........ 0.00 0.00 2,821,586.39
February 2022....... 0.00 0.00 2,751,035.72
March 2022.......... 0.00 0.00 2,681,691.43
April 2022.......... 0.00 0.00 2,613,535.18
May 2022............ 0.00 0.00 2,546,548.88
June 2022........... 0.00 0.00 2,480,714.72
July 2022........... 0.00 0.00 2,416,015.14
August 2022......... 0.00 0.00 2,352,432.84
September 2022...... 0.00 0.00 2,289,950.75
October 2022........ 0.00 0.00 2,228,552.07
November 2022....... 0.00 0.00 2,168,220.25
December 2022....... 0.00 0.00 2,108,938.94
January 2023........ 0.00 0.00 2,050,692.07
February 2023....... 0.00 0.00 1,993,463.79
March 2023.......... 0.00 0.00 1,937,238.46
April 2023.......... 0.00 0.00 1,882,000.69
May 2023............ 0.00 0.00 1,827,735.31
June 2023........... 0.00 0.00 1,774,427.36
July 2023........... 0.00 0.00 1,722,062.12
August 2023......... 0.00 0.00 1,670,625.05
September 2023...... 0.00 0.00 1,620,101.85
October 2023........ 0.00 0.00 1,570,478.42
November 2023....... 0.00 0.00 1,521,740.85
December 2023....... 0.00 0.00 1,473,875.47
January 2024........ 0.00 0.00 1,426,868.76
February 2024....... 0.00 0.00 1,380,707.43
March 2024.......... 0.00 0.00 1,335,378.39
April 2024.......... 0.00 0.00 1,290,868.71
May 2024............ 0.00 0.00 1,247,165.67
June 2024........... 0.00 0.00 1,204,256.74
July 2024........... 0.00 0.00 1,162,129.56
August 2024......... 0.00 0.00 1,120,771.94
September 2024...... 0.00 0.00 1,080,171.91
October 2024........ 0.00 0.00 1,040,317.62
November 2024....... 0.00 0.00 1,001,197.45
December 2024....... 0.00 0.00 962,799.90
January 2025........ 0.00 0.00 925,113.67
February 2025....... 0.00 0.00 888,127.62
March 2025.......... 0.00 0.00 851,830.75
April 2025.......... 0.00 0.00 816,212.27
May 2025............ 0.00 0.00 781,261.49
June 2025........... 0.00 0.00 746,967.92
July 2025........... 0.00 0.00 713,321.21
S-62
<PAGE>
PAC TAC
SEGMENT SEGMENT
DISTRIBUTION DATE BALANCE BALANCE TRIGGER BALANCE
- -------------------- -------------- --------------- ---------------
August 2025......... 0.00 0.00 680,311.16
September 2025...... 0.00 0.00 647,927.72
October 2025........ 0.00 0.00 616,160.99
November 2025....... 0.00 0.00 585,001.22
December 2025....... 0.00 0.00 554,438.79
January 2026........ 0.00 0.00 524,464.23
February 2026....... 0.00 0.00 495,068.22
March 2026.......... 0.00 0.00 466,241.57
April 2026.......... 0.00 0.00 437,975.20
May 2026............ 0.00 0.00 410,260.21
June 2026........... 0.00 0.00 383,087.80
July 2026........... 0.00 0.00 356,449.31
August 2026......... 0.00 0.00 330,336.20
September 2026...... 0.00 0.00 304,740.07
October 2026........ 0.00 0.00 279,652.63
November 2026....... 0.00 0.00 255,065.72
December 2026....... 0.00 0.00 230,971.31
January 2027........ 0.00 0.00 207,361.47
February 2027....... 0.00 0.00 184,228.40
March 2027.......... 0.00 0.00 161,564.42
April 2027.......... 0.00 0.00 139,361.94
May 2027............ 0.00 0.00 118,184.67
June 2027........... 0.00 0.00 97,441.77
July 2027........... 0.00 0.00 77,126.18
August 2027......... 0.00 0.00 57,230.99
September 2027...... 0.00 0.00 37,749.37
October 2027........ 0.00 0.00 18,674.58
November 2027....... 0.00 0.00 0.00
and thereafter...... 0.00 0.00 0.00
S-63
<PAGE>
PAC BALANCES TABLE
The PAC Balances set forth in the table below were
calculated on the basis of the Class Certificate Principal
Balances of the PAC Certificates set forth on the cover hereof,
and the other assumptions described in 'Yield and Weighted
Average Life Considerations--Weighted Average Lives of the
Certificates--PAC Certificates and PAC Segment' herein. If such
Class Certificate Principal Balances are increased or decreased
in accordance with the variance permitted hereby, the applicable
balances set forth in the table below will be increased or
decreased substantially correspondingly. In such event, the final
PAC Balances Table will be calculated on or about the Closing
Date on the basis of such revised Class Certificate Principal
Balances and on the basis of (1) the applicable Structuring Range
of the PAC Certificates and (2) the assumptions set forth in
clauses (i), (iv) through (viii), (x), (xi) and (xii) of the
Modeling Assumptions. The final PAC Balances Table will be set
forth in the Agreement, which will be filed as an exhibit to the
Detailed Description.
PAC BALANCES
DISTRIBUTION -----------------------------------------------------------
DATE CLASS A2 CLASS A3 CLASS A4 CLASS A5
- ----------------- -------------- -------------- -------------- --------------
Initial Balance.. $12,470,000.00 $21,278,000.00 $15,738,000.00 $15,670,000.00
February 1998.... 12,470,000.00 21,278,000.00 15,738,000.00 15,670,000.00
March 1998....... 12,470,000.00 21,278,000.00 15,738,000.00 15,670,000.00
April 1998....... 12,470,000.00 21,278,000.00 15,738,000.00 15,670,000.00
May 1998......... 12,470,000.00 21,278,000.00 15,738,000.00 15,670,000.00
June 1998........ 12,470,000.00 21,278,000.00 15,738,000.00 15,670,000.00
July 1998........ 12,470,000.00 21,278,000.00 15,738,000.00 15,670,000.00
August 1998...... 12,470,000.00 21,278,000.00 15,738,000.00 15,670,000.00
September 1998... 12,470,000.00 21,278,000.00 15,738,000.00 15,670,000.00
October 1998..... 12,470,000.00 21,278,000.00 15,738,000.00 15,670,000.00
November 1998.... 12,470,000.00 21,278,000.00 15,738,000.00 15,670,000.00
December 1998.... 12,470,000.00 21,278,000.00 15,738,000.00 15,670,000.00
January 1999..... 12,470,000.00 21,278,000.00 15,738,000.00 15,670,000.00
February 1999.... 12,470,000.00 21,278,000.00 15,738,000.00 15,670,000.00
March 1999....... 12,470,000.00 21,278,000.00 15,738,000.00 15,670,000.00
April 1999....... 12,470,000.00 21,278,000.00 15,738,000.00 15,670,000.00
May 1999......... 12,470,000.00 21,278,000.00 15,738,000.00 15,670,000.00
June 1999........ 12,470,000.00 21,278,000.00 15,738,000.00 15,670,000.00
July 1999........ 12,470,000.00 21,278,000.00 15,738,000.00 15,670,000.00
August 1999...... 12,470,000.00 21,278,000.00 15,738,000.00 15,670,000.00
September 1999... 12,470,000.00 21,278,000.00 15,738,000.00 15,670,000.00
October 1999..... 12,470,000.00 21,278,000.00 15,738,000.00 15,670,000.00
November 1999.... 12,470,000.00 21,278,000.00 15,738,000.00 15,670,000.00
December 1999.... 12,470,000.00 21,278,000.00 15,738,000.00 15,670,000.00
January 2000..... 12,470,000.00 21,278,000.00 15,738,000.00 15,670,000.00
February 2000.... 11,424,117.48 21,278,000.00 15,738,000.00 15,670,000.00
March 2000....... 10,324,255.30 21,278,000.00 15,738,000.00 15,670,000.00
April 2000....... 9,195,187.45 21,278,000.00 15,738,000.00 15,670,000.00
May 2000......... 8,037,399.31 21,278,000.00 15,738,000.00 15,670,000.00
June 2000........ 6,851,390.36 21,278,000.00 15,738,000.00 15,670,000.00
July 2000........ 5,671,363.33 21,278,000.00 15,738,000.00 15,670,000.00
August 2000...... 4,497,287.79 21,278,000.00 15,738,000.00 15,670,000.00
September 2000... 3,329,133.49 21,278,000.00 15,738,000.00 15,670,000.00
October 2000..... 2,166,870.32 21,278,000.00 15,738,000.00 15,670,000.00
November 2000.... 1,010,468.32 21,278,000.00 15,738,000.00 15,670,000.00
December 2000.... 0.00 21,077,845.86 15,738,000.00 15,670,000.00
January 2001..... 0.00 19,442,396.22 15,738,000.00 15,670,000.00
February 2001.... 0.00 17,815,193.04 15,738,000.00 15,670,000.00
S-64
<PAGE>
PAC BALANCES
DISTRIBUTION -----------------------------------------------------------
DATE CLASS A2 CLASS A3 CLASS A4 CLASS A5
- ----------------- -------------- -------------- -------------- --------------
March 2001....... 0.00 16,196,194.41 15,738,000.00 15,670,000.00
April 2001....... 0.00 14,585,358.68 15,738,000.00 15,670,000.00
May 2001......... 0.00 12,982,644.38 15,738,000.00 15,670,000.00
June 2001........ 0.00 11,388,010.30 15,738,000.00 15,670,000.00
July 2001........ 0.00 9,801,415.42 15,738,000.00 15,670,000.00
August 2001...... 0.00 8,222,818.95 15,738,000.00 15,670,000.00
September 2001... 0.00 6,652,180.29 15,738,000.00 15,670,000.00
October 2001..... 0.00 5,089,459.09 15,738,000.00 15,670,000.00
November 2001.... 0.00 3,534,615.19 15,738,000.00 15,670,000.00
December 2001.... 0.00 1,987,608.65 15,738,000.00 15,670,000.00
January 2002..... 0.00 448,399.74 15,738,000.00 15,670,000.00
February 2002.... 0.00 0.00 14,654,948.93 15,670,000.00
March 2002....... 0.00 0.00 13,131,216.92 15,670,000.00
April 2002....... 0.00 0.00 11,615,164.60 15,670,000.00
May 2002......... 0.00 0.00 10,106,753.06 15,670,000.00
June 2002........ 0.00 0.00 8,605,943.63 15,670,000.00
July 2002........ 0.00 0.00 7,112,697.81 15,670,000.00
August 2002...... 0.00 0.00 5,626,977.32 15,670,000.00
September 2002... 0.00 0.00 4,148,744.09 15,670,000.00
October 2002..... 0.00 0.00 2,677,960.22 15,670,000.00
November 2002.... 0.00 0.00 1,214,588.04 15,670,000.00
December 2002.... 0.00 0.00 0.00 15,428,590.08
January 2003..... 0.00 0.00 0.00 13,979,929.05
February 2003.... 0.00 0.00 0.00 12,722,428.82
March 2003....... 0.00 0.00 0.00 11,472,199.17
April 2003....... 0.00 0.00 0.00 10,229,204.62
May 2003......... 0.00 0.00 0.00 8,993,409.90
June 2003........ 0.00 0.00 0.00 7,764,779.94
July 2003........ 0.00 0.00 0.00 6,543,279.86
August 2003...... 0.00 0.00 0.00 5,328,874.96
September 2003... 0.00 0.00 0.00 4,121,530.77
October 2003..... 0.00 0.00 0.00 2,921,212.98
November 2003.... 0.00 0.00 0.00 1,727,887.49
December 2003.... 0.00 0.00 0.00 541,520.39
January 2004
and thereafter... 0.00 0.00 0.00 0.00
S-65
<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.]
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 1
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030766455 MORTGAGORS: SCHULMAN JOSEPH
SCHULMAN KIM
REGION CODE ADDRESS : 21 OLD DUTCH ROAD
01 CITY : WARREN T0WNSHIP
STATE/ZIP : NJ 07059
MORTGAGE AMOUNT : 531,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 531,019.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,994.49 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 79.98900
----------------------------------------------------------------
0 0030790828 MORTGAGORS: LEPORE ANTHONY
REGION CODE ADDRESS : 132 NORTH LAKE DRIVE
01 CITY : HOOVER
STATE/ZIP : AL 35242
MORTGAGE AMOUNT : 295,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,567.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,078.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.58000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.58000 PRODUCT CODE : 002
LTV : 74.68354
----------------------------------------------------------------
0 0030829873 MORTGAGORS: HOSKIN LINDA
REGION CODE ADDRESS : 6470 PINE RIDGE CIRCLE
01 CITY : CUMMING
STATE/ZIP : GA 30131
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,812.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,054.55 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 78.21200
----------------------------------------------------------------
0 0030830129 MORTGAGORS: MARKOVITZ BRUCE
MARKOVITZ ROBIN
REGION CODE ADDRESS : LOT 8 WALMERE MANOR
01 CITY : WHITPAIN TWP
STATE/ZIP : PA 19422
MORTGAGE AMOUNT : 568,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 568,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,069.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030843429 MORTGAGORS: MCGARVEY MICHAEL
MCGARVEY SHARON
REGION CODE ADDRESS : 6501 EARLY LILY ROW
01 CITY : COLUMBIA
STATE/ZIP : MD 21044
MORTGAGE AMOUNT : 270,674.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,270.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,892.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.98900
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,945,374.00
P & I AMT: 14,089.73
UPB AMT: 1,943,670.40
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 2
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030854871 MORTGAGORS: KANTOR PHILIP
KANTOR SUSAN
REGION CODE ADDRESS : 1431 WHITEFENCE ROAD
01 CITY : BARTLETT
STATE/ZIP : IL 60103
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,970.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 76.94700
----------------------------------------------------------------
0 0030886576 MORTGAGORS: KROPF JOSEPH
KROPF KIMBERLY
REGION CODE ADDRESS : 43 MOUNT PHILO ROAD
01 CITY : SHELBURNE
STATE/ZIP : VT 05482
MORTGAGE AMOUNT : 304,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 303,569.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,177.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 84.44400
----------------------------------------------------------------
0 0030890016 MORTGAGORS: BANAAG CHESTER
RAMA-BANAAG GEMMA
REGION CODE ADDRESS : 628 SERRANO LANE
01 CITY : CHULA VISTA
STATE/ZIP : CA 91910
MORTGAGE AMOUNT : 259,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,761.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,880.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 10/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 94.98500
----------------------------------------------------------------
0 0030913065 MORTGAGORS: SODOMSKY ALLAN
SODOMSKY ROBIN
REGION CODE ADDRESS : 1040 READING BOULEVARD
01 CITY : WYOMISSING
STATE/ZIP : PA 19610
MORTGAGE AMOUNT : 460,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 459,658.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,216.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030941595 MORTGAGORS: CHAREN CHARLES
CHAREN NIVIA
REGION CODE ADDRESS : 796 MERCER LANE
01 CITY : WEST CHESTER
STATE/ZIP : PA 19382
MORTGAGE AMOUNT : 248,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,900.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,804.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 94.96300
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,547,200.00
P & I AMT: 11,049.23
UPB AMT: 1,545,889.24
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 3
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030942320 MORTGAGORS: BRAVER JOEL
BRAVER VANITA
REGION CODE ADDRESS : 25 BROADWAY ROAD
01 CITY : WARREN TOWNSHIP
STATE/ZIP : NJ 07059
MORTGAGE AMOUNT : 516,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 516,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,652.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0030953459 MORTGAGORS: BOARDMAN CHARLES
BOARDMAN LISA
REGION CODE ADDRESS : 1975 LASALLE WAY
01 CITY : MARIETTA
STATE/ZIP : GA 30062
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,269.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,769.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 71.39500
----------------------------------------------------------------
0 0030962765 MORTGAGORS: SINCLAIR FRANKLIN
SINCLAIR SHIRLEY
REGION CODE ADDRESS : 11 BURNING HOLLOW RD
01 CITY : SADDLE RIVER
STATE/ZIP : NJ 07458
MORTGAGE AMOUNT : 1,000,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 998,653.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 7,337.65 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 015
LTV : 50.00000
----------------------------------------------------------------
0 0030970420 MORTGAGORS: KOBER CHARLES
STONE KOBER NORMA
REGION CODE ADDRESS : 5615 SORRENTO DRIVE
01 CITY : LONG BEACH
STATE/ZIP : CA 90803
MORTGAGE AMOUNT : 575,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 573,319.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,069.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 74.19354
----------------------------------------------------------------
0 0030972475 MORTGAGORS: HUGHES ROBERT
HUGHES TRACEY
REGION CODE ADDRESS : 21 W CEDAR STREET #1
01 CITY : BOSTON
STATE/ZIP : MA 02108
MORTGAGE AMOUNT : 495,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 493,945.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,546.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 10/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 61.87500
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,836,000.00
P & I AMT: 20,375.41
UPB AMT: 2,831,187.40
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 4
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0030973242 MORTGAGORS: MYRICK A
MYRICK CAROLYN
REGION CODE ADDRESS : 2977 ADAM KEELING ROAD
01 CITY : VIRGINIA BEACH
STATE/ZIP : VA 23454
MORTGAGE AMOUNT : 300,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,128.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,072.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 58.83300
----------------------------------------------------------------
0 0030976534 MORTGAGORS: DILLON MARK
REGION CODE ADDRESS : 27 SUMMERFIELD LANE
01 CITY : SARATOGA SPRINGS
STATE/ZIP : NY 12866
MORTGAGE AMOUNT : 238,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,671.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,725.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 69.51700
----------------------------------------------------------------
0 0030997100 MORTGAGORS: BIRDWELL JOHN
REGION CODE ADDRESS : 4416 AUBURN DRIVE
01 CITY : FLOWER MOUND
STATE/ZIP : TX 75028
MORTGAGE AMOUNT : 296,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,624.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,278.68 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 09/01/27
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 77.37500
----------------------------------------------------------------
0 0031002702 MORTGAGORS: DALEY GEORGE
EDMONDSON AMY
REGION CODE ADDRESS : 50 YOUNG ROAD
01 CITY : WESTON
STATE/ZIP : MA 02193
MORTGAGE AMOUNT : 476,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 474,534.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,410.12 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 10/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 73.79800
----------------------------------------------------------------
0 0031018914 MORTGAGORS: FRUSCELLA JOHN
REGION CODE ADDRESS : 28 SHERMAN AVENUE
01 CITY : WALDWICK
STATE/ZIP : NJ 07463
MORTGAGE AMOUNT : 233,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 233,349.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,756.47 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 10/01/27
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,544,200.00
P & I AMT: 11,243.31
UPB AMT: 1,540,307.73
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 5
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031022064 MORTGAGORS: BARREGO LAWRENCE
REGION CODE ADDRESS : 794 LAKE STREET
01 CITY : WEST HARRISON
STATE/ZIP : NY 10604
MORTGAGE AMOUNT : 292,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,116.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,171.80 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 8.12500 PRODUCT CODE : 250
LTV : 65.00000
----------------------------------------------------------------
0 0031024490 MORTGAGORS: PHILLIPS WILLIAM
PHILLIPS GLADYS
REGION CODE ADDRESS : 1246 OLD MILL ROAD
01 CITY : NEW SHOREHAM
STATE/ZIP : RI 02807
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,806.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,113.24 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031025034 MORTGAGORS: ENTWISTLE ROBERT
ENTWISTLE ELIZABETH
REGION CODE ADDRESS : N6113 HODUNK ROAD
01 CITY : ELKHORN
STATE/ZIP : WI 53121
MORTGAGE AMOUNT : 332,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 331,782.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,465.09 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 73.24000
----------------------------------------------------------------
0 0031025562 MORTGAGORS: PROUTY JOHN
PROUTY JANE
REGION CODE ADDRESS : 606 FANNIN COURT
01 CITY : ALLEN, COLLIN COUNTY
STATE/ZIP : TX 75013
MORTGAGE AMOUNT : 295,550.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,346.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,142.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 94.98900
----------------------------------------------------------------
0 0031027071 MORTGAGORS: GLASS NEIL
GLASS KELLY
REGION CODE ADDRESS : 11594 VILLAGE RIDGE RD
01 CITY : SAN DIEGO
STATE/ZIP : CA 92131
MORTGAGE AMOUNT : 267,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,415.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,940.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 94.99600
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,475,650.00
P & I AMT: 10,833.37
UPB AMT: 1,474,468.05
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 6
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031029333 MORTGAGORS: BARTLETT DEBORA
REGION CODE ADDRESS : 46 EAST AVENUE
01 CITY : BURLINGTON
STATE/ZIP : VT 05401
MORTGAGE AMOUNT : 149,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 149,418.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,150.30 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 94.98400
----------------------------------------------------------------
0 0031030513 MORTGAGORS: WEESE DENNIS
REGION CODE ADDRESS : 4602 MILL WOOD DRIVE
01 CITY : COLLEYVILLE
STATE/ZIP : TX 76034
MORTGAGE AMOUNT : 238,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 238,070.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,728.57 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 79.88200
----------------------------------------------------------------
0 0031033863 MORTGAGORS: SCHLAITZER BRUCE
SCHLAITZER PATRICIA
REGION CODE ADDRESS : 10202 NORTHEAST 23RD STREET
01 CITY : BELLEVUE
STATE/ZIP : WA 98004
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,621.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,138.39 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031036833 MORTGAGORS: LIN TING
HUI WANG CHIA
REGION CODE ADDRESS : 11 HIDDEN POND LANE
01 CITY : HOLMDEL
STATE/ZIP : NJ 07733
MORTGAGE AMOUNT : 248,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,815.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,734.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031037591 MORTGAGORS: POCHEBIT MARK
POCHEBIT-WISNEWSKI JEAN
REGION CODE ADDRESS : 12 RIDGEWOOD ROAD
01 CITY : BARRINGTON
STATE/ZIP : RI 02806
MORTGAGE AMOUNT : 259,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,608.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,930.13 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 72.61100
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,183,950.00
P & I AMT: 8,681.44
UPB AMT: 1,182,535.51
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 7
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031038656 MORTGAGORS: ALLISON MICHAEL
BURNS-ALLISON DAYNA
REGION CODE ADDRESS : 30375 WOODSIDE DRIVE
01 CITY : FRANKLIN
STATE/ZIP : MI 48025
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,045.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,791.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 10/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 68.49300
----------------------------------------------------------------
0 0031045974 MORTGAGORS: KYLE DOUGLAS
KYLE SHARON
REGION CODE ADDRESS : 29 LAUREL AVENUE
01 CITY : WOODACRE
STATE/ZIP : CA 94973
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,779.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,320.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031046808 MORTGAGORS: MILLER CHRISTOPHER
MILLER BARBARA
REGION CODE ADDRESS : 11888 SOUTH WEST BREYMAN AVENUE
01 CITY : PORTLAND
STATE/ZIP : OR 97219
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,838.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,761.04 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 29.66625
----------------------------------------------------------------
0 0031050354 MORTGAGORS: SIDELL ROBERT
SIDELL ANDREA
REGION CODE ADDRESS : 312 PROUD EAGLE LANE
01 CITY : LAS VEGAS
STATE/ZIP : NV 89134
MORTGAGE AMOUNT : 357,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 356,579.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,561.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 10/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 79.99400
----------------------------------------------------------------
0 0031050370 MORTGAGORS: LEARNED KEVIN
LEARNED DEBRA
REGION CODE ADDRESS : 13585 FAIRWAY LOOP SOUTH
01 CITY : GOODYEAR
STATE/ZIP : AZ 85338
MORTGAGE AMOUNT : 242,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 241,378.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,733.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 75.62500
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,409,600.00
P & I AMT: 10,167.92
UPB AMT: 1,406,621.47
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 8
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031052921 MORTGAGORS: KISS AGNES
REGION CODE ADDRESS : 3728 VAN NESS STREET NW
01 CITY : WASHINGTON DISTRICT OF CO
STATE/ZIP : DC 20016
MORTGAGE AMOUNT : 257,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,845.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031053515 MORTGAGORS: LEONARD PATRICK
LEONARD ANDREA
REGION CODE ADDRESS : 1127 STANDARD DRIVE
01 CITY : ATLANTA
STATE/ZIP : GA 30319
MORTGAGE AMOUNT : 276,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 276,900.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,959.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 89.99000
----------------------------------------------------------------
0 0031053903 MORTGAGORS: O'CONNOR MICHAEL
O'CONNOR SUZANNE
REGION CODE ADDRESS : 1144 S HIDDENBROOK TRAIL
01 CITY : PALATINE
STATE/ZIP : IL 60067
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,808.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,616.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 60.75949
----------------------------------------------------------------
0 0031053945 MORTGAGORS: HENDERSON PAULETTE
REGION CODE ADDRESS : 2109 BROADWAY 14131
01 CITY : NEW YORK
STATE/ZIP : NY 10023
MORTGAGE AMOUNT : 190,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 189,881.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,444.14 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 54.28500
----------------------------------------------------------------
0 0031054992 MORTGAGORS: DEVER THOMAS
DEVER LAURIE
REGION CODE ADDRESS : 483 BRINTON LAKE ROAD
01 CITY : THORNTON
STATE/ZIP : PA 19373
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,946.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 71.42800
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,239,500.00
P & I AMT: 8,812.86
UPB AMT: 1,239,189.98
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 9
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031058621 MORTGAGORS: IARUSSI RICHARD
IARUSSI APRIL
REGION CODE ADDRESS : 7345 CALLEY LANE
01 CITY : RUSSELL
STATE/ZIP : OH 44072
MORTGAGE AMOUNT : 992,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 991,263.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 6,936.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 015
LTV : 74.58600
----------------------------------------------------------------
0 0031059637 MORTGAGORS: LIGHT MARK
LIGHT MICHELLE
REGION CODE ADDRESS : 295 LANDFALL ROAD
01 CITY : ATLANTA
STATE/ZIP : GA 30328
MORTGAGE AMOUNT : 247,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,111.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,708.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 77.88900
----------------------------------------------------------------
0 0031059678 MORTGAGORS: SETO PERRY
SETO MARIAN
REGION CODE ADDRESS : 24 SCENIC DRIVE
01 CITY : ORINDA
STATE/ZIP : CA 94563
MORTGAGE AMOUNT : 299,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,950.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,020.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 74.99600
----------------------------------------------------------------
0 0031063514 MORTGAGORS: KUZMINSKI WITOLD
KUZMINSKI EWA
REGION CODE ADDRESS : 17 KING DRIVE
01 CITY : BRIDGEWATER
STATE/ZIP : NJ 08876
MORTGAGE AMOUNT : 237,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,094.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,761.58 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 94.33700
----------------------------------------------------------------
0 0031065048 MORTGAGORS: DORDEVIC ANDREW
DORDEVIC LINDA
REGION CODE ADDRESS : 101 MOUNTAIN VIEW RD
01 CITY : MILLBURN TOWNSHIP
STATE/ZIP : NJ 07041
MORTGAGE AMOUNT : 270,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,366.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,939.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,047,250.00
P & I AMT: 14,366.34
UPB AMT: 2,045,786.99
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 10
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031066228 MORTGAGORS: HILTON CHRIS
HILTON ALISON
REGION CODE ADDRESS : 13202 NORTH 14TH WAY
01 CITY : PHOENIX
STATE/ZIP : AZ 85022
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 374,735.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,686.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031066624 MORTGAGORS: TALBOTT FENTON
TALBOTT JUDITH
REGION CODE ADDRESS : 350 DELGADO STREET
01 CITY : SANTA FE
STATE/ZIP : NM 87501
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 399,433.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,865.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 64.00000
----------------------------------------------------------------
0 0031066681 MORTGAGORS: SEVERSON CRAIG
SEVERSON ANGELA
REGION CODE ADDRESS : 14512 CHESTERFIELD ROAD
01 CITY : ROCKVILLE
STATE/ZIP : MD 20853
MORTGAGE AMOUNT : 316,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 315,529.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,209.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 74.17800
----------------------------------------------------------------
0 0031066988 MORTGAGORS: HAN TAE
HAN SOK
REGION CODE ADDRESS : 476 TARTER WAY
01 CITY : SAN JOSE
STATE/ZIP : CA 95136
MORTGAGE AMOUNT : 244,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,095.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,730.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 74.98600
----------------------------------------------------------------
0 0031068406 MORTGAGORS: SOZZI CECILIA
SOZZI ROBERTO
REGION CODE ADDRESS : 366 W 11TH STREET 1C
01 CITY : NEW YORK
STATE/ZIP : NY 10014
MORTGAGE AMOUNT : 402,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 401,458.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,949.74 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,737,450.00
P & I AMT: 12,441.67
UPB AMT: 1,735,252.11
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 11
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031068463 MORTGAGORS: RUFFOLO ROBERT
RUFFOLO STEPHANY
REGION CODE ADDRESS : 725 PUGHTOWN ROAD
01 CITY : SOUTH COVENTRY & EAST VIN
STATE/ZIP : PA 19475
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 650,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,434.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 73.44600
----------------------------------------------------------------
0 0031069669 MORTGAGORS: GONZALEZ CARMEN
QUINONES FELIBERTO
REGION CODE ADDRESS : 216-09 36TH AVENUE
01 CITY : BAYSIDE
STATE/ZIP : NY 11361
MORTGAGE AMOUNT : 228,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 227,858.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,732.96 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
0 0031069693 MORTGAGORS: NELSON HENRY
NELSON NANCY
REGION CODE ADDRESS : 38 ORIOLE ROAD
01 CITY : MEDFIELD
STATE/ZIP : MA 02052
MORTGAGE AMOUNT : 306,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 305,784.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,192.23 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 64.69300
----------------------------------------------------------------
0 0031070691 MORTGAGORS: WESTHOFF JAMES
WESTHOFF MICHELINE
REGION CODE ADDRESS : 17 TALL OAKS DRIVE
01 CITY : LANGHORNE
STATE/ZIP : PA 19053
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,759.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,537.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 73.68400
----------------------------------------------------------------
0 0031071798 MORTGAGORS: LANDINGHAM LEIF
LANDINGHAM MICHELLE
REGION CODE ADDRESS : 13527 CAHILL LANE
01 CITY : CYPRESS
STATE/ZIP : TX 77429
MORTGAGE AMOUNT : 255,857.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,662.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,767.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 73.73400
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,789,857.00
P & I AMT: 12,664.24
UPB AMT: 1,789,063.74
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 12
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031072234 MORTGAGORS: PITZ JAMES
PITZ CONSTANCE
REGION CODE ADDRESS : 5601 PONDVIEW DR
01 CITY : MIDLAND
STATE/ZIP : MI 48640
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,816.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,078.99 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 74.66600
----------------------------------------------------------------
0 0031073695 MORTGAGORS: MEGERIAN HAIG
MEGERIAN NORMA
REGION CODE ADDRESS : 166 TOWER AVE
01 CITY : NEEDHAM
STATE/ZIP : MA 02194
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,759.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,537.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 69.03300
----------------------------------------------------------------
0 0031074925 MORTGAGORS: GRANT BARRY
GRANT CRISLYN
REGION CODE ADDRESS : 10977 EAST TIERRA DRIVE
01 CITY : SCOTTSDALE
STATE/ZIP : AZ 85259
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,798.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,901.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031075476 MORTGAGORS: FRISONI ROBERT
FRISONI ELIZABETH
REGION CODE ADDRESS : 7 CHESTER COURT NORTH
01 CITY : HUNTINGTON
STATE/ZIP : NY 11743
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 350,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,507.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 55.55500
----------------------------------------------------------------
0 0031076425 MORTGAGORS: WONG DONALD
WONG JENNIFER
REGION CODE ADDRESS : 56 BALTUSROL WAY
01 CITY : FAR HILLS
STATE/ZIP : NJ 07931
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 650,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,712.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 65.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,902,000.00
P & I AMT: 13,738.99
UPB AMT: 1,901,374.11
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 13
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031076490 MORTGAGORS: MORGANOFF ABRAHAM
MORGANOFF FERN
REGION CODE ADDRESS : 70 CARRAR DRIVE
01 CITY : WATCHUNG
STATE/ZIP : NJ 07060
MORTGAGE AMOUNT : 536,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 535,631.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,886.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 79.40700
----------------------------------------------------------------
0 0031077597 MORTGAGORS: RAUCCI EDWARD
RAUCCI JANICE
REGION CODE ADDRESS : 248 DALLAS DRIVE
01 CITY : BARTLETT
STATE/ZIP : IL 60103
MORTGAGE AMOUNT : 242,560.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,388.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,737.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 84.34900
----------------------------------------------------------------
0 0031078231 MORTGAGORS: WALKER ROOSEVELT
ARMSTRONG-WALKER GERRI
REGION CODE ADDRESS : 102 SHATO PLACE
01 CITY : FREMONT
STATE/ZIP : CA 94539
MORTGAGE AMOUNT : 234,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 233,850.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,757.97 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0031078603 MORTGAGORS: GILLISPIE DANIEL
GILLISPIE PAULA
REGION CODE ADDRESS : 2804 ANN JOHNSON LANE
01 CITY : WILLIAMSBURG
STATE/ZIP : VA 23187
MORTGAGE AMOUNT : 268,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,815.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,943.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 76.57100
----------------------------------------------------------------
0 0031079676 MORTGAGORS: RUBENSTEIN HERBERT
RUBENSTEIN ENID
REGION CODE ADDRESS : 1665 TUCKERSTOWN ROAD
01 CITY : DRESHER
STATE/ZIP : PA 19025
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,726.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 44.46600
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,530,560.00
P & I AMT: 11,051.96
UPB AMT: 1,529,686.26
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 14
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031080138 MORTGAGORS: KLUSE MICHAEL
KLUSE GLORIA
REGION CODE ADDRESS : 3410 W 42ND PLACE
01 CITY : KENNEWICK
STATE/ZIP : WA 99337
MORTGAGE AMOUNT : 281,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 281,180.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,968.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031080906 MORTGAGORS: PICARRO LUDWIG
PICARRO SUSAN
REGION CODE ADDRESS : 2 PAISLEY LANE
01 CITY : BASKING RIDGE
STATE/ZIP : NJ 07920
MORTGAGE AMOUNT : 384,910.00 OPTION TO CONVERT :
UNPAID BALANCE : 384,609.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,625.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.99900
----------------------------------------------------------------
0 0031081441 MORTGAGORS: DWERLKOTTE ROBERT
REGION CODE ADDRESS : 1241 ST ANDREWS DRIVE
01 CITY : WICHITA
STATE/ZIP : KS 67230
MORTGAGE AMOUNT : 292,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 291,783.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,041.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031081532 MORTGAGORS: HARMS RANDALL
HARMS ELIZABETH
REGION CODE ADDRESS : 8225 DAISY LANE
01 CITY : RAPID CITY
STATE/ZIP : SD 57702
MORTGAGE AMOUNT : 240,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,952.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,681.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.98800
----------------------------------------------------------------
0 0031081748 MORTGAGORS: FLOYD RANDY
FLOYD DANA
REGION CODE ADDRESS : 5505 COMMONS LANE
01 CITY : ALPHARETTA
STATE/ZIP : GA 30005
MORTGAGE AMOUNT : 296,435.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,215.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,072.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 89.99900
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,495,395.00
P & I AMT: 10,390.45
UPB AMT: 1,493,741.55
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 15
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031082183 MORTGAGORS: THALER MICHAEL
THALER KATHLEEN
REGION CODE ADDRESS : 12720 KAIN ROAD
01 CITY : GLEN ALLEN
STATE/ZIP : VA 23060
MORTGAGE AMOUNT : 374,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 373,470.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,679.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 88.62500
----------------------------------------------------------------
0 0031083231 MORTGAGORS: CHEUNG JOHN
CHEUNG JULLISSA
REGION CODE ADDRESS : 1 EDINBURGH COURT
01 CITY : MANALAPAN
STATE/ZIP : NJ 07726
MORTGAGE AMOUNT : 343,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 342,724.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,591.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/22
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 78.33200
----------------------------------------------------------------
0 0031086267 MORTGAGORS: STUMPF RICHARD
STUMPF ELIZABETH
REGION CODE ADDRESS : 231 PEACHWOOD ROAD
01 CITY : MIDDLETOWN TOWNSHIP
STATE/ZIP : NJ 07748
MORTGAGE AMOUNT : 266,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 266,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,928.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 73.88800
----------------------------------------------------------------
0 0031086309 MORTGAGORS: SIMON MICHAEL
SIMON JULIE
REGION CODE ADDRESS : 18 SHADY TREE LANE
01 CITY : COLTS NECK TOWNSHIP
STATE/ZIP : NJ 07722
MORTGAGE AMOUNT : 564,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 563,601.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,040.57 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031087364 MORTGAGORS: SOLAKIAN MARK
SOLAKIAN CHRISTINE
REGION CODE ADDRESS : 15 SARGENT ROAD
01 CITY : BELMONT
STATE/ZIP : MA 02178
MORTGAGE AMOUNT : 258,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,787.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,805,900.00
P & I AMT: 13,027.64
UPB AMT: 1,804,596.62
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 16
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031088842 MORTGAGORS: STORY DEBRA
STORY SCOTT
REGION CODE ADDRESS : 2825 MOONSTONE VIEW
01 CITY : COLORADO SPRINGS,
STATE/ZIP : CO 80906
MORTGAGE AMOUNT : 258,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,374.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,831.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031088867 MORTGAGORS: OHLSON GERALD
OHLSON GAYLENE
REGION CODE ADDRESS : 1816 KOHINOOR DRIVE
01 CITY : GOLDEN
STATE/ZIP : CO 80501
MORTGAGE AMOUNT : 246,601.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,251.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,766.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 79.99900
----------------------------------------------------------------
0 0031089931 MORTGAGORS: KENSINGER EDWARD
KENSINGER HELEN
REGION CODE ADDRESS : 2 EUCLID AVENUE
01 CITY : MAPLEWOOD
STATE/ZIP : NJ 07040
MORTGAGE AMOUNT : 253,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,258.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,860.83 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 94.98100
----------------------------------------------------------------
0 0031090830 MORTGAGORS: CARPENTER CARLTON
REGION CODE ADDRESS : 1895 EAST LAKESHORE DRIVE
01 CITY : BATON ROUGE
STATE/ZIP : LA 70808
MORTGAGE AMOUNT : 345,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 344,950.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,443.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 78.99300
----------------------------------------------------------------
0 0031092380 MORTGAGORS: BOWERS JAMES
BOWERS KATHERINE
REGION CODE ADDRESS : 2639 POWHATAN STREET N.
01 CITY : ARLINGTON
STATE/ZIP : VA 22207
MORTGAGE AMOUNT : 180,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 179,863.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,243.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,284,151.00
P & I AMT: 9,145.46
UPB AMT: 1,282,697.75
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 17
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031092455 MORTGAGORS: WEBER-JIRAN THERESA
JIRAN KEITH
REGION CODE ADDRESS : 1758 WEST ASTER DR.
01 CITY : PHOENIX
STATE/ZIP : AZ 85029
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,816.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,862.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 78.78700
----------------------------------------------------------------
0 0031094261 MORTGAGORS: HAWKINS STEVE
REGION CODE ADDRESS : 13502 CROSSLYN LANE
01 CITY : CYPRESS
STATE/ZIP : TX 77429
MORTGAGE AMOUNT : 312,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 311,774.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,208.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031095938 MORTGAGORS: BROGNA SUSAN
BORMAN CATHERINE
REGION CODE ADDRESS : 29 SUMMIT ROAD
01 CITY : WELLESLEY
STATE/ZIP : MA 02181
MORTGAGE AMOUNT : 329,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 329,367.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,361.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031096191 MORTGAGORS: LINDSEY JAMES
LINDSEY MARGARET
REGION CODE ADDRESS : 610 N. HAWK CIRCLE
01 CITY : HIGLEY
STATE/ZIP : AZ 85236
MORTGAGE AMOUNT : 232,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 232,428.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,687.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 89.99500
----------------------------------------------------------------
0 0031096274 MORTGAGORS: KEMP ARTHUR
REGION CODE ADDRESS : 14501 HOLSTON COURT
01 CITY : THURMONT
STATE/ZIP : MD 21788
MORTGAGE AMOUNT : 225,435.00 OPTION TO CONVERT :
UNPAID BALANCE : 225,115.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,615.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,359,785.00
P & I AMT: 9,734.95
UPB AMT: 1,358,502.37
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 18
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031096449 MORTGAGORS: ANTONACCI VINCENT
ANTONACCI DENENE
REGION CODE ADDRESS : 6 COREY WAY
01 CITY : FRANKLIN
STATE/ZIP : MA 02038
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,809.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,726.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 84.83000
----------------------------------------------------------------
0 0031096563 MORTGAGORS: MEACHAM BRUCE
MEACHAM NANCY
REGION CODE ADDRESS : 7431 W PERSHING AVENUE
01 CITY : PEORIA
STATE/ZIP : AZ 85381
MORTGAGE AMOUNT : 254,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,029.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,865.23 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 89.85600
----------------------------------------------------------------
0 0031096688 MORTGAGORS: CHANG BONG
CHANG HAEWON
REGION CODE ADDRESS : 749 THOMAS JEFFERSON ROAD
01 CITY : WAYNE
STATE/ZIP : PA 19087
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 314,586.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,338.87 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 67.74100
----------------------------------------------------------------
0 0031097421 MORTGAGORS: BULLOCK KIM
REGION CODE ADDRESS : 9103 MILL CREEK LANDING
01 CITY : GREAT FALLS
STATE/ZIP : VA 22066
MORTGAGE AMOUNT : 298,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,773.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,058.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031097561 MORTGAGORS: WILLIAMSON JAMES
WILLIAMSON RENE
REGION CODE ADDRESS : 11810 BROOKVILLE LANDING COURT
01 CITY : MITCHELLVILLE
STATE/ZIP : MD 20721
MORTGAGE AMOUNT : 234,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 234,176.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,638.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 94.99500
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,351,550.00
P & I AMT: 9,627.61
UPB AMT: 1,350,375.03
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 19
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031098304 MORTGAGORS: CONOVER HEATHER
BRASS STEVE
REGION CODE ADDRESS : 14 CHARLES STREET
01 CITY : WESTBORO
STATE/ZIP : MA 01581
MORTGAGE AMOUNT : 231,920.00 OPTION TO CONVERT :
UNPAID BALANCE : 231,756.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,661.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031098338 MORTGAGORS: NELSON DONALD
NELSON KATHLEEN
REGION CODE ADDRESS : 2909 BRENDON WAY
01 CITY : WAUKESHA
STATE/ZIP : WI 53188
MORTGAGE AMOUNT : 224,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 223,626.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,894.59 OUTSIDE CONV DATE :
LIFETIME RATE : 8.15000 MATURITY DATE : 12/01/17
CURRENT INT RATE: 8.15000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031098478 MORTGAGORS: ROBERTS A.
REGION CODE ADDRESS : 15 WOODCHESTER DRIVE
01 CITY : WESTON
STATE/ZIP : MA 02193
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,069.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031098718 MORTGAGORS: SHANAHAN ANDREW
SHANAHAN EILEEN
REGION CODE ADDRESS : 350 RIVERSIDE DRIVE
01 CITY : PRINCETON
STATE/ZIP : NJ 08540
MORTGAGE AMOUNT : 352,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 352,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,461.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031098833 MORTGAGORS: COHEN JEFFREY
COHEN ROBIN
REGION CODE ADDRESS : 7 SYCAMORE WAY
01 CITY : WARREN
STATE/ZIP : NJ 07059
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,781.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,220.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 79.48700
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,413,920.00
P & I AMT: 10,307.88
UPB AMT: 1,413,164.26
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 20
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031099088 MORTGAGORS: TEHO FORTUNATO
TEHO NORMA
REGION CODE ADDRESS : 3565 PAHOA AVENUE
01 CITY : HONOLULU
STATE/ZIP : HI 96816
MORTGAGE AMOUNT : 103,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 103,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 729.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 250
LTV : 29.17800
----------------------------------------------------------------
0 0031099310 MORTGAGORS: YOUNG NEAL
YOUNG TERESA
REGION CODE ADDRESS : 1940 E. EVERETT DRIVE
01 CITY : PHOENIX
STATE/ZIP : AZ 85022
MORTGAGE AMOUNT : 232,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 231,840.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,682.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 93.42400
----------------------------------------------------------------
0 0031099591 MORTGAGORS: BATTISTA PETER
REGION CODE ADDRESS : 3081 NE 41ST STREET
01 CITY : FORT LAUDERDALE
STATE/ZIP : FL 33308
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,748.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 49.26100
----------------------------------------------------------------
0 0031099872 MORTGAGORS: MUHR GREGORY
MUHR JILL
REGION CODE ADDRESS : 177 LILAC DRIVE
01 CITY : ALLENTOWN
STATE/ZIP : PA 18104
MORTGAGE AMOUNT : 243,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,019.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,700.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031100175 MORTGAGORS: PAVEK STEPHEN
OSTENDORF LISA
REGION CODE ADDRESS : 19160 AZURE ROAD
01 CITY : DEEPHAVEN
STATE/ZIP : MN 55391
MORTGAGE AMOUNT : 228,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 228,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,613.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,056,200.00
P & I AMT: 7,473.50
UPB AMT: 1,055,859.84
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 21
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031100803 MORTGAGORS: AJMO GLENN
AJMO LORI
REGION CODE ADDRESS : 35 LANGEVELD DRIVE
01 CITY : FREEHOLD TWP
STATE/ZIP : NJ 07728
MORTGAGE AMOUNT : 271,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,884.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,990.34 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 79.99200
----------------------------------------------------------------
0 0031100811 MORTGAGORS: KOTAMARTI UDAYA
KOTAMARTI LAVANYA
REGION CODE ADDRESS : 18426 CROWNSGATE CIRCLE
01 CITY : GERMANTOWN
STATE/ZIP : MD 20874
MORTGAGE AMOUNT : 266,860.00 OPTION TO CONVERT :
UNPAID BALANCE : 266,860.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,843.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031100845 MORTGAGORS: PALMER DONALD
PALMER JOANNE
REGION CODE ADDRESS : 11403 HOOK ROAD
01 CITY : RESTON
STATE/ZIP : VA 20190
MORTGAGE AMOUNT : 193,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 193,466.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,403.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031100878 MORTGAGORS: DINNEEN KATHRYN
REGION CODE ADDRESS : 127 PICKNEY STREET
01 CITY : BOSTON
STATE/ZIP : MA 02114
MORTGAGE AMOUNT : 385,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 385,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,758.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 44.20200
----------------------------------------------------------------
0 0031101124 MORTGAGORS: ROSS BRIAN
ROSS JENNIFER
REGION CODE ADDRESS : 24 TALFOR ROAD
01 CITY : EAST ROCKAWAY
STATE/ZIP : NY 11518
MORTGAGE AMOUNT : 228,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 228,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,653.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 79.44200
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,344,710.00
P & I AMT: 9,648.56
UPB AMT: 1,344,211.54
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 22
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031101223 MORTGAGORS: SNYDER CHERYL
SNYDER GORDON
REGION CODE ADDRESS : S33 W 35676 MEADOW TRAIL
01 CITY : DOUSMAN
STATE/ZIP : WI 53118
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,817.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,995.84 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 74.11400
----------------------------------------------------------------
0 0031101546 MORTGAGORS: THIGPEN DIETER
PEREZ JENNY
REGION CODE ADDRESS : 9632 FORT FOOTE ROAD
01 CITY : FORT WASHINGTON
STATE/ZIP : MD 20744
MORTGAGE AMOUNT : 245,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,695.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 94.42300
----------------------------------------------------------------
0 0031101819 MORTGAGORS: ROMIG DAVID
ROMIG AMY
REGION CODE ADDRESS : 6135 FOX HAVEN TERRACE
01 CITY : MIDLOTHIAN
STATE/ZIP : VA 23112
MORTGAGE AMOUNT : 255,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,910.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,783.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.99900
----------------------------------------------------------------
0 0031102650 MORTGAGORS: RICHARDSON CRAIG
RICHARDSON SHELLY
REGION CODE ADDRESS : 30601 NORTH 47TH PLACE
01 CITY : CAVE CREEK
STATE/ZIP : AZ 85331
MORTGAGE AMOUNT : 248,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,724.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,783.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
0 0031102817 MORTGAGORS: COLL JOHN
REGION CODE ADDRESS : 39 DOGWOOD HILL ROAD
01 CITY : UPPER SADDLE RIVER
STATE/ZIP : NJ 07458
MORTGAGE AMOUNT : 232,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 232,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,682.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,253,500.00
P & I AMT: 8,940.47
UPB AMT: 1,252,952.50
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 23
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031102882 MORTGAGORS: MCDOUGALD WILLIAM
MCDOUGALD CYNTHIA
REGION CODE ADDRESS : 4021 MONTEVALLO ROAD
01 CITY : BIRMINGHAM
STATE/ZIP : AL 35213
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 330,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,307.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 76.74400
----------------------------------------------------------------
0 0031103260 MORTGAGORS: WILLIAMS JOHNNY
WILLIAMS JOE
REGION CODE ADDRESS : 8024 MIDDLEBURY WAY
01 CITY : PASADENA
STATE/ZIP : MD 21122
MORTGAGE AMOUNT : 227,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 226,678.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,626.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 93.80100
----------------------------------------------------------------
0 0031103716 MORTGAGORS: BLAES PETER
BLAES PATRICIA
REGION CODE ADDRESS : 4602 ROSEDALE AVENUE
01 CITY : BETHESDA
STATE/ZIP : MD 20814
MORTGAGE AMOUNT : 244,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,727.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 93.84600
----------------------------------------------------------------
0 0031103922 MORTGAGORS: RICHARDS TIMOTHY
RICHARDS PATRICIA
REGION CODE ADDRESS : 67 SOUTHRIDGE ROAD
01 CITY : SOUTHBURY
STATE/ZIP : CT 06488
MORTGAGE AMOUNT : 402,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 401,716.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,879.98 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 78.82300
----------------------------------------------------------------
0 0031104078 MORTGAGORS: RUBIN DANIEL
SPIRO-RUBIN JO-ANNE
REGION CODE ADDRESS : 14 MEEKER ROAD
01 CITY : WESTPORT
STATE/ZIP : CT 06880
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,149.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 69.36400
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,503,000.00
P & I AMT: 10,689.91
UPB AMT: 1,502,394.80
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 24
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031105463 MORTGAGORS: SMITH DANIEL
STEINHOFF-SMITH SHARON
REGION CODE ADDRESS : 27961 RENTON AVENUE
01 CITY : NEW PRAGUE
STATE/ZIP : MN 56071
MORTGAGE AMOUNT : 238,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 238,227.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,687.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031105661 MORTGAGORS: THOMAS ULYSSES
REGION CODE ADDRESS : 1768 MILLSIDE DRIVE
01 CITY : SMYRNA
STATE/ZIP : GA 30080
MORTGAGE AMOUNT : 252,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,719.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0031106529 MORTGAGORS: KROLICK IRA
KROLICK MICHELLE
REGION CODE ADDRESS : 4 KNOB HILL STREET
01 CITY : SHARON
STATE/ZIP : MA 02067
MORTGAGE AMOUNT : 357,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 357,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,465.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031107568 MORTGAGORS: SEIBOLD WILLIAM
SEIBOLD MARION
REGION CODE ADDRESS : 251 SHORE ROAD
01 CITY : GREENWICH
STATE/ZIP : CT 06830
MORTGAGE AMOUNT : 600,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 600,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,093.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 63.32400
----------------------------------------------------------------
0 0031107931 MORTGAGORS: CASALINOVA CHARLES
CASALINOVA CHERYL
REGION CODE ADDRESS : 2416 SHAKER COURT
01 CITY : NAPERVILLE
STATE/ZIP : IL 60540
MORTGAGE AMOUNT : 259,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,900.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,772.98 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.99300
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,707,300.00
P & I AMT: 11,738.21
UPB AMT: 1,707,127.45
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 25
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031108475 MORTGAGORS: NAVA GEORGE
NAVA CAROL
REGION CODE ADDRESS : 2442 KENTIA STREET
01 CITY : OXNARD
STATE/ZIP : CA 93030
MORTGAGE AMOUNT : 297,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,045.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,155.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 94.99800
----------------------------------------------------------------
0 0031108590 MORTGAGORS: SOKOLL STEVEN
SHERES IRA
REGION CODE ADDRESS : 1911-13 PANAMA STREET
01 CITY : PHILADELPHIA
STATE/ZIP : PA 19103
MORTGAGE AMOUNT : 390,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 390,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,794.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031109804 MORTGAGORS: SAUL CHRISTOPHER
SAUL SHAWNDA
REGION CODE ADDRESS : 6213 11TH RDOAD
01 CITY : N ARLINGTON
STATE/ZIP : VA 22205
MORTGAGE AMOUNT : 233,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 233,022.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,610.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031110000 MORTGAGORS: BLISSETT KURT
REGION CODE ADDRESS : 6908 HICKORY CREEK LANE
01 CITY : DALLAS
STATE/ZIP : TX 75252
MORTGAGE AMOUNT : 217,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 217,457.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,615.68 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031110265 MORTGAGORS: ANSELMO ROSEMARY
REGION CODE ADDRESS : 32 DEANE PLACE
01 CITY : LARCHMONT
STATE/ZIP : NY 10538
MORTGAGE AMOUNT : 235,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 234,834.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,683.57 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 56.62600
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,373,050.00
P & I AMT: 9,859.18
UPB AMT: 1,372,359.78
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 26
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031110448 MORTGAGORS: GRANDE THOMAS
GRANDE DAVIDA
REGION CODE ADDRESS : 35 PARSONAGE LANE
01 CITY : TOPSFIELD
STATE/ZIP : MA 01983
MORTGAGE AMOUNT : 296,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,100.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,121.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0031111156 MORTGAGORS: ZABELE GEORGE
ZABELE DIANA
REGION CODE ADDRESS : LOT 2 MACINTYRE CROSSING
01 CITY : NORTH READING
STATE/ZIP : MA 01864
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 290,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,153.24 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 69.87900
----------------------------------------------------------------
0 0031111198 MORTGAGORS: FALES SAMUEL
JOSE FALES LISA
REGION CODE ADDRESS : 6457 SUNDOWN TRAIL
01 CITY : COLUMBIA
STATE/ZIP : MD 21044
MORTGAGE AMOUNT : 289,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,190.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,048.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 79.98800
----------------------------------------------------------------
0 0031111313 MORTGAGORS: LAMB WILLIAM
LAMB PATRICIA
REGION CODE ADDRESS : 10607 THIRD AVENUE
01 CITY : STONE HARBOR
STATE/ZIP : NJ 08247
MORTGAGE AMOUNT : 625,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 624,536.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,370.10 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 73.95500
----------------------------------------------------------------
0 0031111362 MORTGAGORS: GRAFTON-GRATTAN KENNETH MARTIN
GRAFTON-GRATTAN CAROLINE
REGION CODE ADDRESS : 4422 IROQUOIS AVENUE
01 CITY : NASHVILLE
STATE/ZIP : TN 37205
MORTGAGE AMOUNT : 600,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 599,128.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,246.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 70.58800
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,100,500.00
P & I AMT: 14,939.77
UPB AMT: 2,098,955.39
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 27
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031112154 MORTGAGORS: DANG QUE
PHAN QUYEN
REGION CODE ADDRESS : 1000 CORNELL DRIVE
01 CITY : CARROLLTON
STATE/ZIP : TX 75007
MORTGAGE AMOUNT : 120,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 120,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 852.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 250
LTV : 70.00000
----------------------------------------------------------------
0 0031112253 MORTGAGORS: IWASAWA HIDEKARU
IWASAWA YUKO
REGION CODE ADDRESS : 3334 NEWTON STREET
01 CITY : TORRANCE
STATE/ZIP : CA 90505
MORTGAGE AMOUNT : 231,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 231,040.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,676.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031112899 MORTGAGORS: MAIDEN ROBERT
MAIDEN JANICE
REGION CODE ADDRESS : 7012 REDCOAT DRIVE
01 CITY : WHITEMARSH
STATE/ZIP : PA 19031
MORTGAGE AMOUNT : 296,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,650.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,150.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 79.99000
----------------------------------------------------------------
0 0031113681 MORTGAGORS: NARCHO HERMAN
NARCHO GRACIELA
REGION CODE ADDRESS : 3806 N WAKEFIELD STREET
01 CITY : ARLINGTON
STATE/ZIP : VA 22207
MORTGAGE AMOUNT : 268,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,790.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,828.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031114523 MORTGAGORS: PISARSKI DOUGLAS
PISARSKI KATHRYN
REGION CODE ADDRESS : 2420 MEDINA WAY
01 CITY : WEST PALM BEACH
STATE/ZIP : FL 33401
MORTGAGE AMOUNT : 299,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,783.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,116.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 68.88200
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,215,250.00
P & I AMT: 8,624.02
UPB AMT: 1,214,665.40
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 28
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031114531 MORTGAGORS: CARR JOHN
CARR REBECCA
REGION CODE ADDRESS : 8689 SELLY ROAD
01 CITY : PARKER
STATE/ZIP : CO 80134
MORTGAGE AMOUNT : 348,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 348,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,463.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031114606 MORTGAGORS: RICHMAN BRETT
RICHMAN KENDRA
REGION CODE ADDRESS : 1910 PARTRIDGE LANE
01 CITY : WATERLOO
STATE/ZIP : IA 50701
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,957.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 76.71200
----------------------------------------------------------------
0 0031115546 MORTGAGORS: JOHNSTON PATRICIA
JOHNSTON ROBERT
REGION CODE ADDRESS : 4 MOUNTAIN LAUREL DRIVE
01 CITY : LITTLETON
STATE/ZIP : CO 80127
MORTGAGE AMOUNT : 440,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 439,704.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,228.57 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 92.43690
----------------------------------------------------------------
0 0031116213 MORTGAGORS: HOWDEN RICHARD
HOWDEN CONNIE
REGION CODE ADDRESS : 6341 W CORONA DRIVE
01 CITY : CHANDLER
STATE/ZIP : AZ 85226
MORTGAGE AMOUNT : 312,073.00 OPTION TO CONVERT :
UNPAID BALANCE : 312,073.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,235.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 89.99900
----------------------------------------------------------------
0 0031117476 MORTGAGORS: GERTNER ROSS
GERTNER LISA
REGION CODE ADDRESS : 1217 JASAM COURT
01 CITY : DOVER TOWNSHIP
STATE/ZIP : NJ 08755
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 240,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,761.04 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 59.70100
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,620,073.00
P & I AMT: 11,646.28
UPB AMT: 1,619,777.77
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 29
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031117708 MORTGAGORS: HALL HENRY
REGION CODE ADDRESS : 502 MANOR RIDGE DRIVE
01 CITY : ATLANTA
STATE/ZIP : GA 30305
MORTGAGE AMOUNT : 487,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 487,155.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,492.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031117880 MORTGAGORS: ESTEP BRIAN
ESTEP KIMBERLY
REGION CODE ADDRESS : 44 TYLER AVE.
01 CITY : GROTON
STATE/ZIP : CT 06340
MORTGAGE AMOUNT : 266,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,560.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,905.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
0 0031117955 MORTGAGORS: WILSON ELIZABETH
GLOWACKY ROBERT
REGION CODE ADDRESS : 25 TENNYSON ROAD
01 CITY : WELLESLEY
STATE/ZIP : MA 02181
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,175.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 50.08300
----------------------------------------------------------------
0 0031118532 MORTGAGORS: TUNNARD THOMAS
TUNNARD JENNIFER
REGION CODE ADDRESS : 168 TANTON HILL ROAD
01 CITY : RIDGEFIELD
STATE/ZIP : CT 06877
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,804.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,705.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.36500
----------------------------------------------------------------
0 0031120140 MORTGAGORS: PEABODY ROBERT
PEABODY KELLEY
REGION CODE ADDRESS : 6476 CHIQUITTA WAY
01 CITY : CARMICHAEL
STATE/ZIP : CA 95608
MORTGAGE AMOUNT : 388,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 387,719.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,746.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 76.07800
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,691,500.00
P & I AMT: 12,025.07
UPB AMT: 1,690,240.72
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 30
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031120595 MORTGAGORS: CARNEY JOSEPH
REGION CODE ADDRESS : 22 ARLINGTON POND COURT
01 CITY : SALEM
STATE/ZIP : NH 03079
MORTGAGE AMOUNT : 460,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 460,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,177.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 69.69600
----------------------------------------------------------------
0 0031120785 MORTGAGORS: ALLENDER ROBERT
ALLENDER NANCY
REGION CODE ADDRESS : 3515 CRESTMOOR POINT
01 CITY : WOODBURY
STATE/ZIP : MN 55125
MORTGAGE AMOUNT : 393,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 393,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,751.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.99600
----------------------------------------------------------------
0 0031120876 MORTGAGORS: STEADMAN RANDY
STEADMAN DEBRA
REGION CODE ADDRESS : 17307 NORTHEAST 26TH COURT
01 CITY : REDMOND
STATE/ZIP : WA 98052
MORTGAGE AMOUNT : 327,160.00 OPTION TO CONVERT :
UNPAID BALANCE : 326,934.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,372.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 79.99000
----------------------------------------------------------------
0 0031121023 MORTGAGORS: MALLIN BARRY
MALLIN GAIL
REGION CODE ADDRESS : 4525 WUNNEWETA ROAD
01 CITY : CUTCHOGUE
STATE/ZIP : NY 11935
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 340,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,465.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 77.27200
----------------------------------------------------------------
0 0031121296 MORTGAGORS: TUCKER BEN
TUCKER PHYLLIS
REGION CODE ADDRESS : 9 FORT BEACH WAY
01 CITY : MARBLEHEAD
STATE/ZIP : MA 01945
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 340,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,406.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 73.91300
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,860,660.00
P & I AMT: 13,172.40
UPB AMT: 1,860,434.85
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 31
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031121437 MORTGAGORS: SIMMONS JEWEL
SIMMONS PATRICIA
REGION CODE ADDRESS : 13119 LODI COURT
01 CITY : MANASSAS
STATE/ZIP : VA 20112
MORTGAGE AMOUNT : 265,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,150.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,922.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 94.98500
----------------------------------------------------------------
0 0031121460 MORTGAGORS: BOHS MARK
HOLTON THERESA
REGION CODE ADDRESS : 10000 PURITAN WAY
01 CITY : DAMASCUS
STATE/ZIP : MD 20872
MORTGAGE AMOUNT : 243,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,678.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 78.45542
----------------------------------------------------------------
0 0031121569 MORTGAGORS: SILKOWSKI EUGENE
SILKOWSKI ARLOWEEN
REGION CODE ADDRESS : 518 FIFTH STREET
01 CITY : OURAY
STATE/ZIP : CO 81427
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 324,758.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,272.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 76.47058
----------------------------------------------------------------
0 0031121684 MORTGAGORS: VEGH DAVID
VEGH ANN
REGION CODE ADDRESS : 1061 W KILAREA AVENUE
01 CITY : MESA
STATE/ZIP : AZ 85202
MORTGAGE AMOUNT : 93,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 93,434.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 669.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 250
LTV : 85.00000
----------------------------------------------------------------
0 0031122468 MORTGAGORS: WEINSTEIN ROBERT
REGION CODE ADDRESS : 87 ALLEN AVENUE
01 CITY : NEWTON
STATE/ZIP : MA 02168
MORTGAGE AMOUNT : 258,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,826.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 64.50000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,184,650.00
P & I AMT: 8,369.27
UPB AMT: 1,184,342.81
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 32
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031123573 MORTGAGORS: BROWN STEPHEN
BROWN DEEANNA
REGION CODE ADDRESS : 9343 SOUTH GARY AVENUE EAST
01 CITY : TULSA
STATE/ZIP : OK 74137
MORTGAGE AMOUNT : 271,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,127.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,038.19 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 45.21600
----------------------------------------------------------------
0 0031123623 MORTGAGORS: DANICICH MICHELE
DANICICH JOHN
REGION CODE ADDRESS : 7849 SE 40TH STREET
01 CITY : MERCER ISLAND
STATE/ZIP : WA 98040
MORTGAGE AMOUNT : 268,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,525.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,896.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031123912 MORTGAGORS: SNYDER BRIAN
REGION CODE ADDRESS : 621 ST PAUL AVENUE
01 CITY : REISTERSTOWN
STATE/ZIP : MD 21136
MORTGAGE AMOUNT : 130,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 130,108.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 932.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------
0 0031124084 MORTGAGORS: MOULTON LLOYD
MOULTON MARYANN
REGION CODE ADDRESS : 202 MATOAKA ROAD
01 CITY : RICHMOND
STATE/ZIP : VA 23226
MORTGAGE AMOUNT : 249,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,745.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031124175 MORTGAGORS: WENTLAND R.
WENTLAND STACY
REGION CODE ADDRESS : 4736 AVATAR LANE
01 CITY : OWINGS MILLS
STATE/ZIP : MD 21117
MORTGAGE AMOUNT : 159,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 159,384.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,128.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 79.97600
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,078,600.00
P & I AMT: 7,742.02
UPB AMT: 1,077,744.67
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 33
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031124969 MORTGAGORS: TEETER DOUGLAS
TEETER REGINA
REGION CODE ADDRESS : 15660 EL GATO LANE
01 CITY : LOS GATOS
STATE/ZIP : CA 95032
MORTGAGE AMOUNT : 364,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 364,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,607.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 78.27900
----------------------------------------------------------------
0 0031126063 MORTGAGORS: NITTO MATTHEW
NITTO JILL
REGION CODE ADDRESS : 1757 WASHINGTON AVENUE
01 CITY : WILMETTE
STATE/ZIP : IL 60091
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 350,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,629.44 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 8.25000 PRODUCT CODE : 250
LTV : 76.92300
----------------------------------------------------------------
0 0031126170 MORTGAGORS: OSTROWSKI DAVID
OSTROWSKI PATRICIA
REGION CODE ADDRESS : 5036 GREYSTONE WAY
01 CITY : BIRMINGHAM
STATE/ZIP : AL 35242
MORTGAGE AMOUNT : 560,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 560,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,915.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 62.22200
----------------------------------------------------------------
0 0031126287 MORTGAGORS: HEDRICK THOMAS
KIRKPATRICK HEIDI
REGION CODE ADDRESS : 10709 MARSHA LANE
01 CITY : HOUSTON
STATE/ZIP : TX 77024
MORTGAGE AMOUNT : 264,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,448.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,827.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.00000
----------------------------------------------------------------
0 0031127301 MORTGAGORS: ENGLISH JOHN
ENGLISH CARRIE
REGION CODE ADDRESS : 11700 CREST MAPLE DRIVE
01 CITY : WOODBRIDGE
STATE/ZIP : VA 22192
MORTGAGE AMOUNT : 317,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 316,939.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,246.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 79.98900
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,856,050.00
P & I AMT: 13,227.22
UPB AMT: 1,855,387.70
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 34
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031127319 MORTGAGORS: FALKENBERG THOMAS
FALKENBERG CHRISTINE
REGION CODE ADDRESS : 3709 FAIRWAYS COURT
01 CITY : FREDERICKSBURG
STATE/ZIP : VA 22408
MORTGAGE AMOUNT : 318,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 318,363.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,227.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.99700
----------------------------------------------------------------
0 0031127475 MORTGAGORS: COLTER EDDIE
COLTER SOHN
REGION CODE ADDRESS : 14359 MAPLE ROCK CT
01 CITY : CENTREVILLE
STATE/ZIP : VA 20121
MORTGAGE AMOUNT : 261,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,074.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,916.97 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
0 0031127681 MORTGAGORS: MONTALVAN JORGE
MONTALVAN EMELY
REGION CODE ADDRESS : 91 ROCHELLE AVENUE
01 CITY : ROCHELLE PARK
STATE/ZIP : NJ 07662
MORTGAGE AMOUNT : 341,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 341,032.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,563.70 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031128994 MORTGAGORS: SOKOLER DAVID
SOKOLER PAMELA
REGION CODE ADDRESS : 181 RICHDALE RD
01 CITY : COLTS NECK
STATE/ZIP : NJ 07722
MORTGAGE AMOUNT : 284,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,010.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 72.82000
----------------------------------------------------------------
0 0031129273 MORTGAGORS: FREELEY JO-ANN
FREELEY AUSTIN
REGION CODE ADDRESS : 56 LOWELL ROAD
01 CITY : PEMBROOKE
STATE/ZIP : MA 02359
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,885.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 78.78700
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,465,100.00
P & I AMT: 10,603.69
UPB AMT: 1,464,470.64
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 35
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031129646 MORTGAGORS: RAMUS KAREN
SHAHIR BIJAN
REGION CODE ADDRESS : 12322 SE 238TH PLACE
01 CITY : KENT
STATE/ZIP : WA 98031
MORTGAGE AMOUNT : 284,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,991.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031129992 MORTGAGORS: CHAR RONALD
CHAR MARGIE
REGION CODE ADDRESS : 2921 SUMMER HILL DRIVE
01 CITY : WEST FRIENDSHIP
STATE/ZIP : MD 21794
MORTGAGE AMOUNT : 294,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,059.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 74.58200
----------------------------------------------------------------
0 0031130404 MORTGAGORS: HOUSE ROBERT
HOUSE CYNTHIA
REGION CODE ADDRESS : 9 BAY STREET
01 CITY : DANVERS
STATE/ZIP : MA 01923
MORTGAGE AMOUNT : 276,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 276,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,977.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 76.03300
----------------------------------------------------------------
0 0031130990 MORTGAGORS: FLETTRICH LEON
FLETTRICH ELLENA
REGION CODE ADDRESS : 5512 REBECCA BLVD.
01 CITY : KENNER
STATE/ZIP : LA 70065
MORTGAGE AMOUNT : 335,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 334,757.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,371.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 63.80900
----------------------------------------------------------------
0 0031131147 MORTGAGORS: DICKSON THOMAS
FECHTER ADRIENNE
REGION CODE ADDRESS : 89 MARTINIQUE AVENUE
01 CITY : TAMPA
STATE/ZIP : FL 33606
MORTGAGE AMOUNT : 326,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 326,169.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,338.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,516,800.00
P & I AMT: 10,738.03
UPB AMT: 1,516,327.17
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 36
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031131154 MORTGAGORS: BOEDECKER GEORGE
BOEDECKER ELIZABETH
REGION CODE ADDRESS : 7189 CEDARWOOD CIRCLE
01 CITY : BOULDER
STATE/ZIP : CO 80301
MORTGAGE AMOUNT : 337,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 337,273.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,476.46 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031132293 MORTGAGORS: MATHEWSON RICHARD
MATHEWSON SUSAN
REGION CODE ADDRESS : 19 WASHINGTON
01 CITY : IRVINE
STATE/ZIP : CA 92606
MORTGAGE AMOUNT : 254,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,715.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,804.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 94.98900
----------------------------------------------------------------
0 0031132665 MORTGAGORS: DRURY HERBERT
REGION CODE ADDRESS : 11 BAYBERRY ROAD
01 CITY : NATICK
STATE/ZIP : MA 01760
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,785.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,875.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 77.68300
----------------------------------------------------------------
0 0031133614 MORTGAGORS: GUSTIN JOANNE
REGION CODE ADDRESS : 1321 SOUND VIEW TRAIL
01 CITY : GULF BREEZE
STATE/ZIP : FL 32561
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 649,552.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,712.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 65.00000
----------------------------------------------------------------
0 0031134547 MORTGAGORS: LOTT ROBERT
REGION CODE ADDRESS : 1329 LANIER BOULEVARD
01 CITY : ATLANTA
STATE/ZIP : GA 30306
MORTGAGE AMOUNT : 273,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 273,200.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,886.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,790,600.00
P & I AMT: 12,756.50
UPB AMT: 1,789,527.20
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 37
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031134976 MORTGAGORS: FIORE LOUIS
REGION CODE ADDRESS : 64 FOX HOLLOW ROAD
01 CITY : SPARTA
STATE/ZIP : NJ 07871
MORTGAGE AMOUNT : 228,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 228,454.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,717.40 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0031135437 MORTGAGORS: COWAN DAVID
COWAN MARGARET
REGION CODE ADDRESS : 4627 DREXEL AVENUE
01 CITY : EDINA
STATE/ZIP : MN 55424
MORTGAGE AMOUNT : 319,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 318,968.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,259.28 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 79.80000
----------------------------------------------------------------
0 0031136104 MORTGAGORS: THOMAS STEPHEN
THOMAS INEZ
REGION CODE ADDRESS : 183 CHAUCER COURT
01 CITY : COPPELL
STATE/ZIP : TX 75019
MORTGAGE AMOUNT : 227,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 227,185.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,609.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 69.95300
----------------------------------------------------------------
0 0031137342 MORTGAGORS: SCOTT LAURENCE
REGION CODE ADDRESS : 6732 HAHAIONE PLACE
01 CITY : HONOLULU
STATE/ZIP : HI 96825
MORTGAGE AMOUNT : 465,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 464,679.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,371.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 250
LTV : 77.50000
----------------------------------------------------------------
0 0031138431 MORTGAGORS: PERRY JAY
BJEDOV GORANKA
REGION CODE ADDRESS : 470 NAVARO WAY #115
01 CITY : SAN JOSE
STATE/ZIP : CA 95134
MORTGAGE AMOUNT : 264,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,799.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,823.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,504,150.00
P & I AMT: 10,780.81
UPB AMT: 1,503,087.75
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 38
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031138621 MORTGAGORS: VOORHEES JAMES
VOORHEES ERICA
REGION CODE ADDRESS : 97 BECKS BOULEVARD
01 CITY : RARITAN TOWNSHIP
STATE/ZIP : NJ 08551
MORTGAGE AMOUNT : 246,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,741.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 76.87500
----------------------------------------------------------------
0 0031139389 MORTGAGORS: COADY MARY
REGION CODE ADDRESS : 205 NORTHBROOK ROAD
01 CITY : WEST CHESTER
STATE/ZIP : PA 19382
MORTGAGE AMOUNT : 485,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 485,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,391.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 60.62500
----------------------------------------------------------------
0 0031139827 MORTGAGORS: KUSIAK KURT
KUSIAK KATHLEEN
REGION CODE ADDRESS : 22 ARDMORE STREET
01 CITY : NEWTON
STATE/ZIP : MA 02165
MORTGAGE AMOUNT : 387,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 387,900.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,778.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0031140692 MORTGAGORS: MCFARLANE DENIS
MCFARLANE KATHLEEN
REGION CODE ADDRESS : 44301 LORD FAIRFAX PLACE
01 CITY : ASHBURN
STATE/ZIP : VA 20147
MORTGAGE AMOUNT : 282,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,951.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.99000
----------------------------------------------------------------
0 0031140734 MORTGAGORS: SHAUL SCOTT
PUTENS KIMBERLY
REGION CODE ADDRESS : 730 BATTERY PLACE
01 CITY : ALEXANDRIA
STATE/ZIP : VA 22314
MORTGAGE AMOUNT : 448,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 448,300.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,096.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.99600
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,849,800.00
P & I AMT: 12,959.49
UPB AMT: 1,849,800.00
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 39
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031140924 MORTGAGORS: NOONAN GERARD
NOONAN TRACY
REGION CODE ADDRESS : 10 WHITE HOUSE WAY
01 CITY : ENGLISHTOWN
STATE/ZIP : NJ 07726
MORTGAGE AMOUNT : 440,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 439,689.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,152.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031141062 MORTGAGORS: ECHTENKAMP JAY
REGION CODE ADDRESS : 3450 ZIRCON AVENUE NORTH
01 CITY : PLYMOUTH
STATE/ZIP : MN 55447
MORTGAGE AMOUNT : 294,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,058.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031141450 MORTGAGORS: BURKLAND THOMAS
BURKLAND SUSAN
REGION CODE ADDRESS : 4909 ALONDRA COURT
01 CITY : EL DORADO HILLS
STATE/ZIP : CA 95762
MORTGAGE AMOUNT : 243,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,082.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,763.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 84.99900
----------------------------------------------------------------
0 0031141682 MORTGAGORS: BAKER PAUL
REGION CODE ADDRESS : 6112 OXBOW BEND LANE
01 CITY : PORT ORANGE
STATE/ZIP : FL 32124
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 285,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,066.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 79.60800
----------------------------------------------------------------
0 0031142144 MORTGAGORS: WALLER C
WALLER CYNTHIA
REGION CODE ADDRESS : 6046 WAKE ROBIN DRIVE
01 CITY : BIG CANOE
STATE/ZIP : GA 30143
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 329,755.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,307.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 89.18900
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,592,650.00
P & I AMT: 11,348.31
UPB AMT: 1,591,927.13
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 40
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031142466 MORTGAGORS: SHEPHERD ROBERT
SHEPHERD TAMARA
REGION CODE ADDRESS : 20491 FORREST HILLS DRIVE
01 CITY : SARATOGA
STATE/ZIP : CA 95070
MORTGAGE AMOUNT : 519,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 518,605.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,584.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 70.61200
----------------------------------------------------------------
0 0031143381 MORTGAGORS: WELLS CHARLES
WELLS ROSE
REGION CODE ADDRESS : 9422 E HUALAPAI
01 CITY : SCOTTSDALE
STATE/ZIP : AZ 85255
MORTGAGE AMOUNT : 215,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 214,840.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,503.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 53.75000
----------------------------------------------------------------
0 0031143415 MORTGAGORS: COMPAGNI FRANK
COMPAGNI KIMBERLY
REGION CODE ADDRESS : 5181 S. SADDLEBACK DRIVE
01 CITY : SALT LAKE CITY
STATE/ZIP : UT 84117
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,761.23 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 67.10500
----------------------------------------------------------------
0 0031143449 MORTGAGORS: HIRSCH NORMAN
REGION CODE ADDRESS : 1350 RIVERSIDE AVE
01 CITY : BOULDER
STATE/ZIP : CO 80304
MORTGAGE AMOUNT : 226,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 226,631.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,585.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0031143753 MORTGAGORS: DUBA DOUGLAS
DUBA C.
REGION CODE ADDRESS : 404 WINCH STREET
01 CITY : FRAMINGHAM
STATE/ZIP : MA 01701
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 285,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,041.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 76.40700
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,500,800.00
P & I AMT: 10,476.74
UPB AMT: 1,500,077.20
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 41
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031143993 MORTGAGORS: LOYD WILLARD
LOYD GLORIA
REGION CODE ADDRESS : 4260 FORT DENAUD ROAD
01 CITY : LA BELLE
STATE/ZIP : FL 33935
MORTGAGE AMOUNT : 140,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 139,910.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,051.78 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 61.67400
----------------------------------------------------------------
0 0031144108 MORTGAGORS: WARHAFTIG CHARLES
WARHAFTIG JANET
REGION CODE ADDRESS : 468 FLORENCE AVENUE
01 CITY : WYKOFF
STATE/ZIP : NJ 07481
MORTGAGE AMOUNT : 268,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 268,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,943.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 54.47100
----------------------------------------------------------------
0 0031144421 MORTGAGORS: TRENT PHILLIP
TRENT TINA
REGION CODE ADDRESS : 905 OLD WOOSTRA COURT
01 CITY : LAS VEGAS
STATE/ZIP : NV 89128
MORTGAGE AMOUNT : 260,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,681.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,863.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 83.89700
----------------------------------------------------------------
0 0031145907 MORTGAGORS: PAQUIN CARL
PAQUIN SANDRA
REGION CODE ADDRESS : 12056 LAKESHORE SOUTH
01 CITY : AUBURN
STATE/ZIP : CA 95602
MORTGAGE AMOUNT : 390,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 390,124.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,796.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------
0 0031146855 MORTGAGORS: HALL JON
REGION CODE ADDRESS : 2950 EAST DAVISON LAKE
01 CITY : OXFORD
STATE/ZIP : MI 48371
MORTGAGE AMOUNT : 233,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 233,335.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,672.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 66.71400
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,291,950.00
P & I AMT: 9,327.71
UPB AMT: 1,291,052.09
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 42
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031147101 MORTGAGORS: HOGAN DANIEL
BLANCHARD HOLLY
REGION CODE ADDRESS : 3906 ASPEN STREET
01 CITY : CHEVY CHASE
STATE/ZIP : MD 20815
MORTGAGE AMOUNT : 434,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 434,222.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,264.25 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.25000 PRODUCT CODE : 250
LTV : 84.36800
----------------------------------------------------------------
0 0031147507 MORTGAGORS: RICHTER JOHN
REGION CODE ADDRESS : 10512 DAYSAILER DRIVE
01 CITY : FAIRFAX STATION
STATE/ZIP : VA 22039
MORTGAGE AMOUNT : 208,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 207,837.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,418.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031147556 MORTGAGORS: HESSELTINE SCOTT
HESSELTINE KELLI
REGION CODE ADDRESS : 20 LAKESIDE TERRACE (LOT 28)
01 CITY : WESTFORD
STATE/ZIP : MA 01886
MORTGAGE AMOUNT : 282,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,300.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,973.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.99400
----------------------------------------------------------------
0 0031147887 MORTGAGORS: SMITH LEIGH
GICKING JAMES
REGION CODE ADDRESS : 122 FISHERS ROAD
01 CITY : BRYN MAWR
STATE/ZIP : PA 19010
MORTGAGE AMOUNT : 294,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,080.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 58.85800
----------------------------------------------------------------
0 0031148224 MORTGAGORS: HARDWICK PATRICIA
REGION CODE ADDRESS : 2 SUMMER HILL ROAD
01 CITY : WAYNE
STATE/ZIP : NJ 07470
MORTGAGE AMOUNT : 275,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,405.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,974.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 75.50685
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,494,400.00
P & I AMT: 10,712.42
UPB AMT: 1,493,766.16
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 43
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031148307 MORTGAGORS: HOLT JOHN
HOLT REBA
REGION CODE ADDRESS : 825 E WOODGLEN DRIVE
01 CITY : COPPER CANYON
STATE/ZIP : TX 75067
MORTGAGE AMOUNT : 135,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 135,200.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 933.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031148562 MORTGAGORS: STORY ROBERT
STORY LORI
REGION CODE ADDRESS : 1100 BROWN STREET
01 CITY : RENO
STATE/ZIP : NV 89509
MORTGAGE AMOUNT : 234,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 234,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,696.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0031148711 MORTGAGORS: RUBIN GARY
RUBIN MARY
REGION CODE ADDRESS : 69 ST BOTOLPH STREET #2
01 CITY : BOSTON
STATE/ZIP : MA 02116
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,834.41 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 69.83200
----------------------------------------------------------------
0 0031148828 MORTGAGORS: BOWLER EARL
BOWLER CAROLYN
REGION CODE ADDRESS : 13067 PERSHING DRIVE
01 CITY : MANASSAS
STATE/ZIP : VA 20112
MORTGAGE AMOUNT : 268,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,399.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,873.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 10/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031149081 MORTGAGORS: THRASHER TALBOT
THRASHER FRANCES
REGION CODE ADDRESS : 4630 JETT RD
01 CITY : ATLANTA
STATE/ZIP : GA 30327
MORTGAGE AMOUNT : 259,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,700.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,905.59 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 72.13800
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,146,900.00
P & I AMT: 8,244.36
UPB AMT: 1,146,299.60
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 44
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031149735 MORTGAGORS: FLORES ARMANDO
REGION CODE ADDRESS : 28777 N. 105TH WAY
01 CITY : SCOTTSDALE
STATE/ZIP : AZ 85262
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,788.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,149.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031149818 MORTGAGORS: NELSON LOUIS
NELSON TYSH
REGION CODE ADDRESS : 637 WICKLOW ROAD
01 CITY : DEERFIELD
STATE/ZIP : IL 60015
MORTGAGE AMOUNT : 265,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,855.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.22300
----------------------------------------------------------------
0 0031149933 MORTGAGORS: STREHLOW ROBERT
STREHLOW NANCY
REGION CODE ADDRESS : #8 CORBY LANE
01 CITY : SAN ANTONIO
STATE/ZIP : TX 78218
MORTGAGE AMOUNT : 304,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 303,079.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,151.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031150527 MORTGAGORS: POLITIS DIMITRIOS
POLITIS SOFIA
REGION CODE ADDRESS : 8541 GAINFORD STREET
01 CITY : DOWNEY
STATE/ZIP : CA 90240
MORTGAGE AMOUNT : 242,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 241,837.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,775.71 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 89.62900
----------------------------------------------------------------
0 0031150659 MORTGAGORS: BOMYA RAYMOND
BOMYA DARLENE
REGION CODE ADDRESS : 47759 EDINBOROUGH
01 CITY : NOVI
STATE/ZIP : MI 48374
MORTGAGE AMOUNT : 309,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,187.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 71.36900
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,420,400.00
P & I AMT: 10,119.46
UPB AMT: 1,419,105.85
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 45
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031150667 MORTGAGORS: SOLORIO MARIA
GEREK VIRGINIA
REGION CODE ADDRESS : 7457 SOUTH PROSPECTOR DRIVE
01 CITY : SALT LAKE CITY
STATE/ZIP : UT 84121
MORTGAGE AMOUNT : 281,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 281,700.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,969.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0031150675 MORTGAGORS: DONELSON LARRY
DONELSON SHARON
REGION CODE ADDRESS : 14215 S. CANYON DRIVE
01 CITY : PHOENIX
STATE/ZIP : AZ 85048
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 400,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,796.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 64.00000
----------------------------------------------------------------
0 0031150857 MORTGAGORS: LIND ROBERT
LIND DIANE
REGION CODE ADDRESS : 10 TAYLOR COURT
01 CITY : RINGOES
STATE/ZIP : NJ 08551
MORTGAGE AMOUNT : 253,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,421.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,816.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 78.03000
----------------------------------------------------------------
0 0031151129 MORTGAGORS: RALEIGH ROBERT
RALEIGH KRISTEN
REGION CODE ADDRESS : 11510 EAST DORADO AVENUE
01 CITY : ENGLEWOOD
STATE/ZIP : CO 80111
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,933.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 65.11600
----------------------------------------------------------------
0 0031151319 MORTGAGORS: JUDGE DOLLY
REGION CODE ADDRESS : 2046 GEORGE WASHINGTON ROAD
01 CITY : VIENNA
STATE/ZIP : VA 22182
MORTGAGE AMOUNT : 369,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 369,450.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,551.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.99700
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,584,750.00
P & I AMT: 11,068.98
UPB AMT: 1,584,571.00
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 46
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031151392 MORTGAGORS: YANCOSKIE JOHN
MOSOWITZ HARRIET
REGION CODE ADDRESS : 12 CRESTED BUTTE COURT
01 CITY : VINCENTOWN
STATE/ZIP : NJ 08088
MORTGAGE AMOUNT : 300,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,626.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,103.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 89.99800
----------------------------------------------------------------
0 0031151699 MORTGAGORS: WEISSMANDL ESTHER
REGION CODE ADDRESS : 19 DOVER TERRACE
01 CITY : MONSEY
STATE/ZIP : NY 10952
MORTGAGE AMOUNT : 261,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,087.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,985.69 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
0 0031152440 MORTGAGORS: NAPPI DOMINIC
NAPPI TERESA
REGION CODE ADDRESS : 1303 PENNSFORD DRIVE
01 CITY : DOWNINGTOWN
STATE/ZIP : PA 19335
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,808.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,948.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 73.51300
----------------------------------------------------------------
0 0031152556 MORTGAGORS: HESSELGRAVE STEVEN
GILL-HESSELGRAVE DEBORAH
REGION CODE ADDRESS : 12145 OAKVIEW WAY
01 CITY : SAN DIEGO
STATE/ZIP : CA 92128
MORTGAGE AMOUNT : 386,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 386,470.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,737.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 89.99400
----------------------------------------------------------------
0 0031152598 MORTGAGORS: ROBERTSON GRAHAM
REGION CODE ADDRESS : 6501 E ROCKAWAY HILL DRIVE
01 CITY : CAVE CREEK
STATE/ZIP : AZ 85331
MORTGAGE AMOUNT : 444,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 444,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,180.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,664,850.00
P & I AMT: 11,956.21
UPB AMT: 1,663,992.43
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 47
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031152663 MORTGAGORS: BAUCH JULIA
REGION CODE ADDRESS : 2926 EWING AVE SOUTH
01 CITY : MINNEAPOLIS
STATE/ZIP : MN 55416
MORTGAGE AMOUNT : 256,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,793.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031152820 MORTGAGORS: KLATT LYNNE
REGION CODE ADDRESS : 8704 COURAGE COURT
01 CITY : RALEIGH
STATE/ZIP : NC 27615
MORTGAGE AMOUNT : 80,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 80,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 566.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 50.80300
----------------------------------------------------------------
0 0031153026 MORTGAGORS: NGUYEN HUNG
VO KIM
REGION CODE ADDRESS : 4491 CALLE MAPACHE
01 CITY : CAMARILLO
STATE/ZIP : CA 93012
MORTGAGE AMOUNT : 235,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 235,620.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,628.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 89.98200
----------------------------------------------------------------
0 0031153471 MORTGAGORS: GILCHREST BARBARA
REGION CODE ADDRESS : 27 UNION WHARF
01 CITY : BOSTON
STATE/ZIP : MA 02110
MORTGAGE AMOUNT : 510,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 509,666.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,786.74 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 46.36300
----------------------------------------------------------------
0 0031153588 MORTGAGORS: BILDER BARRY
BILDER SHERRY
REGION CODE ADDRESS : 291 SPEAR ROAD
01 CITY : PEACHTREE CITY
STATE/ZIP : GA 30269
MORTGAGE AMOUNT : 263,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,100.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,817.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.99300
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,345,400.00
P & I AMT: 9,592.26
UPB AMT: 1,344,886.96
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 48
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031153646 MORTGAGORS: GLASGOW LOUIS
GLASGOW CHERYL
REGION CODE ADDRESS : 135 DUNES DRIVE # 107
01 CITY : PAWLEYS ISLAND
STATE/ZIP : SC 29585
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,769.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 64.10200
----------------------------------------------------------------
0 0031153679 MORTGAGORS: MALLOUK JEFF
MALLOUK MARJORIE
REGION CODE ADDRESS : 10 CARRIAGE TRAIL
01 CITY : TOWNSHIP OF FRANKLIN
STATE/ZIP : NJ 08540
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 360,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,610.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 78.26000
----------------------------------------------------------------
0 0031154230 MORTGAGORS: SIEGLER DAVID
ARNETT MARILYN
REGION CODE ADDRESS : 927 W. CALIFORNIA AVENUE
01 CITY : MILL VALLEY
STATE/ZIP : CA 94941
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,740.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,447.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 49.29500
----------------------------------------------------------------
0 0031154958 MORTGAGORS: HESTLA CLIFTON
HESTLA VERA
REGION CODE ADDRESS : 5908 SANDHILL CIRCLE
01 CITY : THE COLONY
STATE/ZIP : TX 75056
MORTGAGE AMOUNT : 149,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 149,838.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,048.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.98100
----------------------------------------------------------------
0 0031155005 MORTGAGORS: KARRLSON-WILLIS PAUL
KARRLSON-WILLIS EMMA
REGION CODE ADDRESS : 11 MAGNOLIA AVENUE
01 CITY : MANCHESTER
STATE/ZIP : MA 01944
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,901.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 73.51300
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,381,950.00
P & I AMT: 9,777.32
UPB AMT: 1,381,578.97
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 49
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031155278 MORTGAGORS: SIDLER JEFFREY
SIDLER PATRICE
REGION CODE ADDRESS : 25 WINDSOR
01 CITY : OAKBROOK
STATE/ZIP : IL 60523
MORTGAGE AMOUNT : 347,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 347,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,485.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 74.62300
----------------------------------------------------------------
0 0031155997 MORTGAGORS: FRERES SCOTT
FRERES ANDREA
REGION CODE ADDRESS : 988 ELM STREET
01 CITY : WINNETKA
STATE/ZIP : IL 60093
MORTGAGE AMOUNT : 252,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,676.57 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 64.28500
----------------------------------------------------------------
0 0031156060 MORTGAGORS: SHERLOCK JOHN
SHERLOCK MARYELLEN
REGION CODE ADDRESS : 49 ALDEN ROAD
01 CITY : MONROE
STATE/ZIP : NY 10950
MORTGAGE AMOUNT : 230,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 230,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,588.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 88.75600
----------------------------------------------------------------
0 0031156219 MORTGAGORS: ROZANSKI KENNETH
ROZANSKI KIMBERLY
REGION CODE ADDRESS : 64 NORTH SUNNYVISTA AVENUE
01 CITY : AGOURA HILLS
STATE/ZIP : CA 91301
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,748.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 85.61600
----------------------------------------------------------------
0 0031156813 MORTGAGORS: POWELL DIANE
REGION CODE ADDRESS : 4552 EAST TALMADGE DRIVE
01 CITY : SAN DIEGO
STATE/ZIP : CA 92116
MORTGAGE AMOUNT : 330,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 330,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,338.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,409,400.00
P & I AMT: 9,837.67
UPB AMT: 1,409,400.00
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 50
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031157175 MORTGAGORS: WALKER SCOTT
WALKER AMY
REGION CODE ADDRESS : 620 CROYDON LANE
01 CITY : ALPHARETTA
STATE/ZIP : GA 30022
MORTGAGE AMOUNT : 268,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 268,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,873.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031157225 MORTGAGORS: COLEMAN FREDERICK
COLEMAN KATHY
REGION CODE ADDRESS : 3194 WEST 111TH PLACE
01 CITY : WESTMINSTER
STATE/ZIP : CO 80030
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 350,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,417.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 89.74300
----------------------------------------------------------------
0 0031157274 MORTGAGORS: GABLE JERRY
GABLE BRENDA
REGION CODE ADDRESS : 3526 HIGH POINT COURT
01 CITY : BEAVERCREEK
STATE/ZIP : OH 45440
MORTGAGE AMOUNT : 237,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,028.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,678.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 81.23200
----------------------------------------------------------------
0 0031157373 MORTGAGORS: FRIEDMAN ARTHUR
FRIEDMAN SUZANNE
REGION CODE ADDRESS : 3435 MEADOW LAKE LANE
01 CITY : HOUSTON
STATE/ZIP : TX 77027
MORTGAGE AMOUNT : 525,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 524,610.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,670.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0031158280 MORTGAGORS: BROWDER DAVID
BROWDER SARAH
REGION CODE ADDRESS : 115 LOUNSBURY PLACE
01 CITY : FALLS CHURCH
STATE/ZIP : VA 22046
MORTGAGE AMOUNT : 257,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,954.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,776.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.77700
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,637,350.00
P & I AMT: 11,417.12
UPB AMT: 1,636,593.01
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 51
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031158322 MORTGAGORS: CLARY WILLIAM
CLARY LAURA
REGION CODE ADDRESS : 3620 CANTRELL ROAD NE
01 CITY : ATLANTA
STATE/ZIP : GA 30319
MORTGAGE AMOUNT : 232,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 232,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,622.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 70.30300
----------------------------------------------------------------
0 0031158652 MORTGAGORS: WEISS GREGORY
WEISS SHARON
REGION CODE ADDRESS : 6 NORWALK AVENUE
01 CITY : WESTPORT
STATE/ZIP : CT 06880
MORTGAGE AMOUNT : 405,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 405,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,766.23 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 64.88000
----------------------------------------------------------------
0 0031159502 MORTGAGORS: ARATA THOMAS
ARATA SHAUNA
REGION CODE ADDRESS : 15012 WHITETAIL WAY
01 CITY : DARNESTOWN
STATE/ZIP : MD 20878
MORTGAGE AMOUNT : 299,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,250.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,118.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 79.99500
----------------------------------------------------------------
0 0031160120 MORTGAGORS: GWYN WOODY
REGION CODE ADDRESS : OFF SFCR 41 AND VIA LA PUENTE
01 CITY : SANTA FE
STATE/ZIP : NM 87505
MORTGAGE AMOUNT : 424,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 423,700.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,037.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031160476 MORTGAGORS: ROUSTAEI ALEXANDER
ROUSTAEI MARJAN
REGION CODE ADDRESS : 2454 RUE DENISE
01 CITY : SAN DIEGO
STATE/ZIP : CA 92037
MORTGAGE AMOUNT : 485,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 485,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,478.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 71.92500
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,846,250.00
P & I AMT: 13,022.25
UPB AMT: 1,845,950.74
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 52
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031160823 MORTGAGORS: REISLER KURT
REISLER KIMBERLY
REGION CODE ADDRESS : 21521 CHICKACOAN TRAIL DRIVE
01 CITY : ASHBURN
STATE/ZIP : VA 20148
MORTGAGE AMOUNT : 228,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 228,121.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,557.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.98300
----------------------------------------------------------------
0 0031161508 MORTGAGORS: EMMENS MATTHEW
EMMENS KIMBERLY
REGION CODE ADDRESS : 1405 DUPORTAIL ROAD
01 CITY : BERWYN
STATE/ZIP : PA 19312
MORTGAGE AMOUNT : 613,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 613,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,344.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 64.61000
----------------------------------------------------------------
0 0031161540 MORTGAGORS: GHIZ LEWIS
GHIZ JANICE
REGION CODE ADDRESS : 1402 E. COLT ROAD
01 CITY : TEMPE
STATE/ZIP : AZ 85284
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 449,657.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,108.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 54.21600
----------------------------------------------------------------
0 0031162522 MORTGAGORS: TENNYSON CHARLES
TENNYSON SHEILA
REGION CODE ADDRESS : 829 GOOD HOPE DRIVE
01 CITY : CASTLE ROCK
STATE/ZIP : CO 80104
MORTGAGE AMOUNT : 285,530.00 OPTION TO CONVERT :
UNPAID BALANCE : 285,333.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,070.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 54.90900
----------------------------------------------------------------
0 0031162795 MORTGAGORS: LEWINTER CRAIG
LEWINTER ADRIENNE
REGION CODE ADDRESS : 5116 SUNNINGDALE COURT
01 CITY : PLANO COLLIN COUNTY
STATE/ZIP : TX 75093
MORTGAGE AMOUNT : 272,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,750.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,930.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 74.72602
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,850,380.00
P & I AMT: 13,010.70
UPB AMT: 1,849,662.98
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 53
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031162928 MORTGAGORS: SANTAY JEFFREY
REGION CODE ADDRESS : 1545 STANFORD AVENUE
01 CITY : PALO ALTO
STATE/ZIP : CA 94306
MORTGAGE AMOUNT : 242,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,070.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,693.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
0 0031163017 MORTGAGORS: MACHART PAUL
WELLER KAREN
REGION CODE ADDRESS : 108 VALKYRIE
01 CITY : ROCKWALL
STATE/ZIP : TX 75087
MORTGAGE AMOUNT : 127,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 127,900.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 905.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 79.98700
----------------------------------------------------------------
0 0031163108 MORTGAGORS: BAILEY BARBARA
REGION CODE ADDRESS : 12 ALTON COURT
01 CITY : MERRICK
STATE/ZIP : NY 11566
MORTGAGE AMOUNT : 161,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 161,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,199.88 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031164114 MORTGAGORS: MICHAEL EDWARD
MICHAEL DENA
REGION CODE ADDRESS : 831 PASSIFLORA AVENUE
01 CITY : ENCINITAS
STATE/ZIP : CA 92024
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,771.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,072.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031164502 MORTGAGORS: WHITTAKER ARTHUR
WHITTAKER CHERYL
REGION CODE ADDRESS : 105 FOURTH AVENUE
01 CITY : HADDON HEIGHTS
STATE/ZIP : NJ 08035
MORTGAGE AMOUNT : 238,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 238,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,664.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.86500
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,069,750.00
P & I AMT: 7,535.16
UPB AMT: 1,069,341.93
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 54
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031164627 MORTGAGORS: BALOV JACK
BALOV MARIJA
REGION CODE ADDRESS : 2451 DALADIER DRIVE
01 CITY : RANCHO PALOS VERDES
STATE/ZIP : CA 90275
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,812.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,898.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 37.32300
----------------------------------------------------------------
0 0031164767 MORTGAGORS: QUINN ROBERT
QUINN JEANNE
REGION CODE ADDRESS : 3 BLUE WILLOW
01 CITY : LITTLETON
STATE/ZIP : CO 80127
MORTGAGE AMOUNT : 258,092.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,909.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,849.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 77.04200
----------------------------------------------------------------
0 0031164775 MORTGAGORS: DUCKWORTH TODD
DUCKWORTH MONICA
REGION CODE ADDRESS : 2739 DEER RUN
01 CITY : ZIONSVILLE
STATE/ZIP : IN 46077
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 290,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,127.92 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 89.23000
----------------------------------------------------------------
0 0031164791 MORTGAGORS: RICCI JAMES
RICCI MARGARET
REGION CODE ADDRESS : 24 LOEFFLER LANE
01 CITY : MEDFIELD
STATE/ZIP : MA 02052
MORTGAGE AMOUNT : 478,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 477,704.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,383.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 79.99900
----------------------------------------------------------------
0 0031164817 MORTGAGORS: BEAL WALTER
BEAL JILL
REGION CODE ADDRESS : 5 MANOR VIEW CIRCLE
01 CITY : MALVERN
STATE/ZIP : PA 19355
MORTGAGE AMOUNT : 200,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 200,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,398.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,491,142.00
P & I AMT: 10,657.47
UPB AMT: 1,490,426.80
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 55
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031164890 MORTGAGORS: PALLAY JOHN
REGION CODE ADDRESS : 558 NEW BRUNSWICK ROAD
01 CITY : FRANKLIN
STATE/ZIP : NJ 08873
MORTGAGE AMOUNT : 232,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 232,543.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,707.48 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 94.97900
----------------------------------------------------------------
0 0031166184 MORTGAGORS: FRYMAN TIMOTHY
REGION CODE ADDRESS : 3332 BENNETT DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90068
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,807.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,817.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031166200 MORTGAGORS: ARMSTRONG PATRICK
SCHWAB YVONNE
REGION CODE ADDRESS : 4358 CLEARPARK PLACE
01 CITY : SAN JOSE
STATE/ZIP : CA 95136
MORTGAGE AMOUNT : 236,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 236,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,629.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031166572 MORTGAGORS: GLAZER CAROL
GLAZER EUGENE
REGION CODE ADDRESS : 9 MORNINGSIDE AVENUE
01 CITY : JAMESPORT
STATE/ZIP : NY 11970
MORTGAGE AMOUNT : 600,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 600,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,093.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 63.15700
----------------------------------------------------------------
0 0031166663 MORTGAGORS: NGUYEN TU
TRUONG HAN
REGION CODE ADDRESS : 7809 HERITAGE FARM DRIVE
01 CITY : GAITHERSBUG
STATE/ZIP : MD 20879
MORTGAGE AMOUNT : 232,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 232,431.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,646.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 94.97700
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,561,300.00
P & I AMT: 10,894.82
UPB AMT: 1,560,782.54
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 56
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031166721 MORTGAGORS: MARTIN DOUGLAS
REGION CODE ADDRESS : 20577 SAINT LOUIS ROAD
01 CITY : PURCELLVILLE
STATE/ZIP : VA 20132
MORTGAGE AMOUNT : 408,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 407,689.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,817.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031166770 MORTGAGORS: DIAMOND SCOTT
BAIRD DEBRA
REGION CODE ADDRESS : 2404 SPRUCE STREET
01 CITY : PHILADELPHIA
STATE/ZIP : PA 19103
MORTGAGE AMOUNT : 328,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 327,768.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,349.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031166895 MORTGAGORS: GUICHET ALAN
GUICHET DARLENE
REGION CODE ADDRESS : 68249 TAULLI DRIVE
01 CITY : COVINGTON
STATE/ZIP : LA 70433
MORTGAGE AMOUNT : 297,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,600.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,179.28 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0031167034 MORTGAGORS: VAUGHN STEPHEN
VAUGHN HELEN
REGION CODE ADDRESS : 1346 NAUTILUS STREET
01 CITY : LA JOLLA
STATE/ZIP : CA 92037
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 399,703.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,796.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 61.53800
----------------------------------------------------------------
0 0031167042 MORTGAGORS: FORDAHL DANIEL
FORDAHL NANCY
REGION CODE ADDRESS : 24745 113TH STREET
01 CITY : ZIMMERMAN
STATE/ZIP : MN 55398
MORTGAGE AMOUNT : 236,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 236,128.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,672.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 78.76600
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,669,300.00
P & I AMT: 11,816.45
UPB AMT: 1,667,890.26
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 57
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031167364 MORTGAGORS: DELOS SANTOS RICKY
DELOS SANTOS LIDA
REGION CODE ADDRESS : 3698 MONTROSE PLACE
01 CITY : LIVERMORE
STATE/ZIP : CA 94550
MORTGAGE AMOUNT : 366,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 366,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,590.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 74.86100
----------------------------------------------------------------
0 0031167430 MORTGAGORS: FINCH THEODORE
REGION CODE ADDRESS : 10612 COREOPSIS DRIVE
01 CITY : AUSTIN
STATE/ZIP : TX 78733
MORTGAGE AMOUNT : 268,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 268,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,830.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.99200
----------------------------------------------------------------
0 0031167489 MORTGAGORS: BERND C
BERND SHELLEY
REGION CODE ADDRESS : 2421 PARK RUN DRIVE
01 CITY : ARLINGTON
STATE/ZIP : TX 76016
MORTGAGE AMOUNT : 230,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 230,850.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,614.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0031167612 MORTGAGORS: STITTS DONALD
STITTS LINDA
REGION CODE ADDRESS : 3717 BONITA DRIVE
01 CITY : PLANO
STATE/ZIP : TX 75025
MORTGAGE AMOUNT : 265,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,103.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,855.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.99600
----------------------------------------------------------------
0 0031167661 MORTGAGORS: DILLAWAY ROBERT
DILLAWAY BEVERLY
REGION CODE ADDRESS : 6656 HAMPTON PARK COURT
01 CITY : MCLEAN
STATE/ZIP : VA 22101
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,793.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,175.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 63.15700
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,430,550.00
P & I AMT: 10,065.86
UPB AMT: 1,430,146.65
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 58
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031168032 MORTGAGORS: ROMER THOMAS
REGION CODE ADDRESS : 1004 CAMINO SAN ACACIO
01 CITY : SANTA FE
STATE/ZIP : NM 87501
MORTGAGE AMOUNT : 252,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,767.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031168453 MORTGAGORS: BENEDETTO JOHN
BENEDETTO PAMELA
REGION CODE ADDRESS : 1721 HIGHWAY 205 S.
01 CITY : MCCLENDON-CHISHOLM
STATE/ZIP : TX 75087
MORTGAGE AMOUNT : 143,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 142,893.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 999.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 50.35200
----------------------------------------------------------------
0 0031168750 MORTGAGORS: BROWN KENNETH
BROWN JANE
REGION CODE ADDRESS : 1267 BERKSHIRE LANE
01 CITY : TARPIN SPRINGS
STATE/ZIP : FL 34689
MORTGAGE AMOUNT : 241,161.00 OPTION TO CONVERT :
UNPAID BALANCE : 240,982.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,686.23 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.98500
----------------------------------------------------------------
0 0031169006 MORTGAGORS: PATEL DILIP
PATEL PRITI
REGION CODE ADDRESS : 6517 RANGING HILL GATE
01 CITY : COLUMBIA
STATE/ZIP : MD 21044
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,802.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,795.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031169089 MORTGAGORS: THORNHILL JOHN
THORNHILL KATHLEEN
REGION CODE ADDRESS : 5122 MAHONING AVE
01 CITY : NORTHWEST CHAMPION TOWNSH
STATE/ZIP : OH 44483
MORTGAGE AMOUNT : 67,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 67,900.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 498.23 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 964,861.00
P & I AMT: 6,747.71
UPB AMT: 964,378.06
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 59
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031169212 MORTGAGORS: HARTMAN WILLIAM
HARTMAN THERESE
REGION CODE ADDRESS : 35 BATTLE RIDGE PLACE
01 CITY : ATLANTA
STATE/ZIP : GA 30342
MORTGAGE AMOUNT : 357,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 357,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,496.20 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.33300
----------------------------------------------------------------
0 0031169311 MORTGAGORS: BAKER TIMOTHY
BAKER DENISE
REGION CODE ADDRESS : 509 BRINDLEY PLACE SW
01 CITY : LEESBURG
STATE/ZIP : VA 20175
MORTGAGE AMOUNT : 283,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,167.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,958.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 89.98800
----------------------------------------------------------------
0 0031169352 MORTGAGORS: MITCHELL GARY
MITCHELL CYNTHIA
REGION CODE ADDRESS : 15131 WINDY HOLLOW CIRCLE
01 CITY : GAINESVILLE
STATE/ZIP : VA 20155
MORTGAGE AMOUNT : 264,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,363.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,943.75 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 10/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 86.88000
----------------------------------------------------------------
0 0031169519 MORTGAGORS: SCHOEB JOHN
SCHOEB TERESA
REGION CODE ADDRESS : 8147 CANCUN COURT
01 CITY : GAINESVILLE
STATE/ZIP : VA 20155
MORTGAGE AMOUNT : 244,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,627.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,685.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031169600 MORTGAGORS: JOHNSON DAVIS
JOHNSON CATHY
REGION CODE ADDRESS : 11816 WAYLAND STREET
01 CITY : OAKTON
STATE/ZIP : VA 22124
MORTGAGE AMOUNT : 273,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 273,182.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,889.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,423,100.00
P & I AMT: 9,973.65
UPB AMT: 1,421,340.12
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 60
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031170509 MORTGAGORS: GLENDENING TIMOTHY
GLENDENING KAREN SUE
REGION CODE ADDRESS : 5021 TRAIL LAKE DRIVE
01 CITY : PLANO
STATE/ZIP : TX 75093
MORTGAGE AMOUNT : 299,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,900.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,096.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.99400
----------------------------------------------------------------
0 0031170855 MORTGAGORS: MALONE JOSEPH
MALONE MARY
REGION CODE ADDRESS : 24 OVERHILL ROAD
01 CITY : SUMMIT
STATE/ZIP : NJ 07901
MORTGAGE AMOUNT : 239,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,650.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 70.50100
----------------------------------------------------------------
0 0031171226 MORTGAGORS: ZELL RICHARD
ZELL TERESA
REGION CODE ADDRESS : 8 GEARY'S RIDGE ROAD
01 CITY : RARITAN TWP.
STATE/ZIP : NJ 08551
MORTGAGE AMOUNT : 269,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,100.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,974.57 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 93.99100
----------------------------------------------------------------
0 0031171457 MORTGAGORS: BARTON JOSEPH
REGION CODE ADDRESS : 237 209TH PLACE S E
01 CITY : REDMOND
STATE/ZIP : WA 98053
MORTGAGE AMOUNT : 262,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 262,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,831.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 63.59200
----------------------------------------------------------------
0 0031171507 MORTGAGORS: LANGAGER TODD
REGION CODE ADDRESS : 3045 PINNEY WOODS CT SE
01 CITY : CEDAR RAPIDS
STATE/ZIP : IA 52403
MORTGAGE AMOUNT : 311,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 311,668.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,180.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.99487
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,381,900.00
P & I AMT: 9,735.03
UPB AMT: 1,381,668.52
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 61
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031171853 MORTGAGORS: STEGALL WILLIAM
STEGALL MARJORIE
REGION CODE ADDRESS : 168 CHANDELEUR DRIVE
01 CITY : MOORESVILLE
STATE/ZIP : NC 28115
MORTGAGE AMOUNT : 248,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,474.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,781.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 94.98900
----------------------------------------------------------------
0 0031171929 MORTGAGORS: SCHAFFEL DAVID
SCHAFFEL SUSAN
REGION CODE ADDRESS : 13743 VALLEY OAKS CIRCLE
01 CITY : ROCKVILLE
STATE/ZIP : MD 20850
MORTGAGE AMOUNT : 282,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,100.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,022.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031172190 MORTGAGORS: BENNETT EDWARD
BENNETT CYNTHIA
REGION CODE ADDRESS : 205 OPOSSUM ROAD
01 CITY : MONTGOMERY
STATE/ZIP : NJ 08553
MORTGAGE AMOUNT : 231,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 230,848.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,715.17 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 85.08700
----------------------------------------------------------------
0 0031172380 MORTGAGORS: MORTAZAVI RUBY
REGION CODE ADDRESS : 1700 EAST LAKESIDE DRIVE #2
01 CITY : GILBERT
STATE/ZIP : AZ 85234
MORTGAGE AMOUNT : 246,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,843.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,848.12 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031172828 MORTGAGORS: RENN WADE
RENN MARY
REGION CODE ADDRESS : 558 HIGHLAND AVENUE
01 CITY : MONTCLAIR
STATE/ZIP : NJ 07043
MORTGAGE AMOUNT : 168,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 168,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,189.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 48.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,175,950.00
P & I AMT: 8,556.18
UPB AMT: 1,175,267.28
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 62
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031172844 MORTGAGORS: HAUSER FRANK
HAUSER FRANCESCA
REGION CODE ADDRESS : 35 HOLMES LANE
01 CITY : BEDFORD
STATE/ZIP : NY 10506
MORTGAGE AMOUNT : 575,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 575,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,922.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.86100
----------------------------------------------------------------
0 0031172968 MORTGAGORS: KOMISSARENKO MIKHAIL
KOMISSARENKO ANNA
REGION CODE ADDRESS : 69 PENNSBURY WAY
01 CITY : EAST BRUNSWICK
STATE/ZIP : NJ 08816
MORTGAGE AMOUNT : 148,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 148,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,076.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 250
LTV : 74.98547
----------------------------------------------------------------
0 0031173107 MORTGAGORS: CHERINGTON CHARLES
PETTUS ASHLEY
REGION CODE ADDRESS : 104 AVON HILL STREET
01 CITY : CAMBRIDGE
STATE/ZIP : MA 02140
MORTGAGE AMOUNT : 792,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 792,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,673.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 015
LTV : 80.00000
----------------------------------------------------------------
0 0031173313 MORTGAGORS: FRY DONALD
FRY MARY
REGION CODE ADDRESS : 2623 SOUTH INGE STREET
01 CITY : ARLINGTON
STATE/ZIP : VA 22202
MORTGAGE AMOUNT : 225,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 224,291.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,534.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 67.06400
----------------------------------------------------------------
0 0031173347 MORTGAGORS: BOORDA BETTIE
REGION CODE ADDRESS : 6410 LAKE MEADOW DRIVE
01 CITY : BURKE
STATE/ZIP : VA 22015
MORTGAGE AMOUNT : 333,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 329,777.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,271.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 68.21700
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,073,400.00
P & I AMT: 14,479.06
UPB AMT: 2,069,468.52
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 63
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031173495 MORTGAGORS: HARVEY WALTER
REGION CODE ADDRESS : 4332 HYER STREET
01 CITY : UNIVERSITY PARK
STATE/ZIP : TX 75205
MORTGAGE AMOUNT : 160,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 160,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,146.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031173677 MORTGAGORS: WILDE KATHY
REGION CODE ADDRESS : 790 GERMANTOWN PIKE
01 CITY : LAFAYETTE HILL
STATE/ZIP : PA 19444
MORTGAGE AMOUNT : 60,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 60,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 435.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 32.78600
----------------------------------------------------------------
0 0031174543 MORTGAGORS: PERRY RONALD
PERRY JUNE
REGION CODE ADDRESS : 124 GROVE STREET
01 CITY : NORWELL
STATE/ZIP : MA 02061
MORTGAGE AMOUNT : 335,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 335,025.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,377.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 10/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 79.99900
----------------------------------------------------------------
0 0031174782 MORTGAGORS: TURATI VICTOR
TURATI SUSANNE
REGION CODE ADDRESS : 360 MONTCLAIRE DRIVE
01 CITY : WESTON
STATE/ZIP : FL 33326
MORTGAGE AMOUNT : 248,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,755.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031175078 MORTGAGORS: SCARBOROUGH KERMIT
SCARBOROUGH MARLA
REGION CODE ADDRESS : 4266 WEST QUAIL RIDGE
01 CITY : BOISE
STATE/ZIP : ID 83703
MORTGAGE AMOUNT : 230,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 229,682.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,667.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 79.31000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,033,900.00
P & I AMT: 7,381.77
UPB AMT: 1,032,708.04
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 64
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031175532 MORTGAGORS: DUNNE EDWARD
DUNNE VICKY
REGION CODE ADDRESS : 5356 WADE LANE
01 CITY : WOODBRIDGE
STATE/ZIP : VA 22192
MORTGAGE AMOUNT : 162,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 161,819.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,163.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031175680 MORTGAGORS: SPICER ANGELA
SPICER FRANK
REGION CODE ADDRESS : 5201 WHISPER WILLOW DRIVE
01 CITY : FAIRFAX
STATE/ZIP : VA 22030
MORTGAGE AMOUNT : 252,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,012.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,763.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 73.10145
----------------------------------------------------------------
0 0031176662 MORTGAGORS: MAY RONALD
MAY J
REGION CODE ADDRESS : 18 SKAGIT KEY
01 CITY : BELLEVUE
STATE/ZIP : WA 98006
MORTGAGE AMOUNT : 267,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 266,811.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,912.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 65.92500
----------------------------------------------------------------
0 0031176761 MORTGAGORS: PONDER GARY
PONDER KAREN
REGION CODE ADDRESS : 3325 CREEK ROAD
01 CITY : KELLER
STATE/ZIP : TX 76180
MORTGAGE AMOUNT : 245,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,653.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,755.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 87.50000
----------------------------------------------------------------
0 0031176910 MORTGAGORS: MARSILIO JOHN
REGION CODE ADDRESS : 343-345 HIGH STREET
01 CITY : FAIRFIELD
STATE/ZIP : CT 06430
MORTGAGE AMOUNT : 130,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 130,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,057.23 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/18
CURRENT INT RATE: 7.62500 PRODUCT CODE : 250
LTV : 61.90400
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,056,600.00
P & I AMT: 7,652.13
UPB AMT: 1,055,296.90
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 65
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031176936 MORTGAGORS: MARSILIO JOHN
REGION CODE ADDRESS : 2-3 GARDEN SQUARE
01 CITY : FAIRFIELD
STATE/ZIP : CT 06430
MORTGAGE AMOUNT : 136,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 136,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,106.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/18
CURRENT INT RATE: 7.62500 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------
0 0031176944 MORTGAGORS: MARSILIO JOHN
REGION CODE ADDRESS : 69-71 WELCH TERRACE
01 CITY : FAIRFIELD
STATE/ZIP : CT 06430
MORTGAGE AMOUNT : 176,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 176,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,431.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/18
CURRENT INT RATE: 7.62500 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------
0 0031177983 MORTGAGORS: RUMANY JOHN
RUMARY DONELLA
REGION CODE ADDRESS : 8007 SOUTHWEST KENSINGTON ROAD
01 CITY : PORTLAND
STATE/ZIP : OR 97223
MORTGAGE AMOUNT : 114,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 113,915.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 797.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 77.55100
----------------------------------------------------------------
0 0031178098 MORTGAGORS: BROWN RICHARD
MCNARON-BROWN KELLIE
REGION CODE ADDRESS : 13710 SHELBURNE STREET
01 CITY : CENTREVILLE
STATE/ZIP : VA 20120
MORTGAGE AMOUNT : 196,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 196,653.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,376.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031178551 MORTGAGORS: BUTLER RONALD
BUTLER JENNIFER
REGION CODE ADDRESS : 1089 MIRAMAR STREET
01 CITY : LAGUNA BEACH
STATE/ZIP : CA 92651
MORTGAGE AMOUNT : 274,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,710.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,993.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 79.68100
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 897,700.00
P & I AMT: 6,703.74
UPB AMT: 897,280.15
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 66
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031178569 MORTGAGORS: JONES MARK
JONES JENNIFER
REGION CODE ADDRESS : 3311 SHELBY DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90034
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,799.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,887.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 84.37500
----------------------------------------------------------------
0 0031178577 MORTGAGORS: EADS BRENTT
EADS ERIN
REGION CODE ADDRESS : 27908 RIDGEBROOK COURT
01 CITY : RANCHO PALOS VERDES
STATE/ZIP : CA 90275
MORTGAGE AMOUNT : 227,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 227,343.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,649.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 87.50000
----------------------------------------------------------------
0 0031178593 MORTGAGORS: BERELOWITZ ROY
BERELOWITZ MICHELLE
REGION CODE ADDRESS : 9402 SOUTH BREWER WAY
01 CITY : VILLA PARK
STATE/ZIP : CA 92861
MORTGAGE AMOUNT : 348,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 347,760.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,523.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 66.92300
----------------------------------------------------------------
0 0031178627 MORTGAGORS: POLAK JINDRA
REGION CODE ADDRESS : 919 DUNCAN PLACE
01 CITY : MANHATTAN BEACH
STATE/ZIP : CA 90266
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,804.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,911.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 38.29700
----------------------------------------------------------------
0 0031178635 MORTGAGORS: LIEBER ERIC
LIBER GITTE
REGION CODE ADDRESS : 21617 MAJORIE AVENUE
01 CITY : TORRANCE
STATE/ZIP : CA 90503
MORTGAGE AMOUNT : 235,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 234,838.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,703.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 75.80600
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,350,500.00
P & I AMT: 9,675.60
UPB AMT: 1,349,546.44
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 67
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031178643 MORTGAGORS: SIKES RICK
COUPAL-SIKES MARTINE
REGION CODE ADDRESS : 3028 STANFORD AVENUE
01 CITY : MARINA DEL REY
STATE/ZIP : CA 90292
MORTGAGE AMOUNT : 245,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,813.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,692.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 68.05500
----------------------------------------------------------------
0 0031178650 MORTGAGORS: BUSHATZ DAVID
BUSHATZ CLAUDIA
REGION CODE ADDRESS : 31942 PASEO DE ELENA
01 CITY : SAN JUAN CAPISTRANO
STATE/ZIP : CA 92675
MORTGAGE AMOUNT : 258,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,750.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,831.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031178668 MORTGAGORS: HARE DANIEL
HARE JACKIE
REGION CODE ADDRESS : 28271 MODJESKA CANYON ROAD
01 CITY : SILVERADO AREA
STATE/ZIP : CA 92676
MORTGAGE AMOUNT : 316,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 316,265.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,213.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 69.56000
----------------------------------------------------------------
0 0031178676 MORTGAGORS: BUBLIK VLADIMIR
BUBLIK GALINA
REGION CODE ADDRESS : 322 NORTH ORLANDO AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90048
MORTGAGE AMOUNT : 317,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 316,781.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,298.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 72.04500
----------------------------------------------------------------
0 0031178684 MORTGAGORS: GREAVES JOHN
GREAVES JERRI
REGION CODE ADDRESS : 3664 MAY STREET
01 CITY : LOS ANGELES
STATE/ZIP : CA 90066
MORTGAGE AMOUNT : 253,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,823.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,836.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 78.42100
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,390,550.00
P & I AMT: 9,871.67
UPB AMT: 1,389,434.23
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 68
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031178692 MORTGAGORS: RAMIREZ LILIBETH
RAMIREZ ROMEO
REGION CODE ADDRESS : 12030 STONE GATE WAY
01 CITY : NORTHRIDGE AREA
STATE/ZIP : CA 91326
MORTGAGE AMOUNT : 377,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 376,713.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,603.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 89.97600
----------------------------------------------------------------
0 0031178700 MORTGAGORS: KELLNER RICHARD
KELLNER WENDY
REGION CODE ADDRESS : 2245 GUTHRIE CIRCLE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90034
MORTGAGE AMOUNT : 490,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 489,627.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,384.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 68.62700
----------------------------------------------------------------
0 0031178726 MORTGAGORS: REISS THOMAS
REGION CODE ADDRESS : 14509 NOTLEY ROAD
01 CITY : SILVER SPRING
STATE/ZIP : MD 20905
MORTGAGE AMOUNT : 227,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 227,739.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,632.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 87.65300
----------------------------------------------------------------
0 0031178742 MORTGAGORS: HENDERSON LEROY
HENDERSON BLANCA
REGION CODE ADDRESS : 906 CONCHA STREET
01 CITY : ALTADENA
STATE/ZIP : CA 91001
MORTGAGE AMOUNT : 301,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 301,292.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,186.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0031178767 MORTGAGORS: WILGUS JOHN
DUNN-WILGUS CONSTANCE
REGION CODE ADDRESS : 81 SOUTH MADRID AVENUE
01 CITY : THOUSAND OAKS
STATE/ZIP : CA 91320
MORTGAGE AMOUNT : 271,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,998.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,896.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 78.15500
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,667,600.00
P & I AMT: 11,703.22
UPB AMT: 1,666,370.66
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 69
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031178783 MORTGAGORS: MILLS DAVID
MILLS DONNA
REGION CODE ADDRESS : 4308 PALMERO BLVD
01 CITY : LOS ANGELES
STATE/ZIP : CA 90008
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,780.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,069.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031178791 MORTGAGORS: BOYNTON FRANK
BOYNTON SHANA
REGION CODE ADDRESS : 6238 EAST 5TH STREET
01 CITY : LONG BEACH
STATE/ZIP : CA 90803
MORTGAGE AMOUNT : 236,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 235,815.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,609.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031178809 MORTGAGORS: COBLE KEITH
COBLE VICKI
REGION CODE ADDRESS : 7078 QUITO COURT
01 CITY : CAMARILLO
STATE/ZIP : CA 93012
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 399,121.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,900.28 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 72.72720
----------------------------------------------------------------
0 0031178817 MORTGAGORS: SMITHSON PATRICK
SMITHSON BEVERLY
REGION CODE ADDRESS : 12292 BAJA PANORAMA
01 CITY : SANTA ANA AREA
STATE/ZIP : CA 92705
MORTGAGE AMOUNT : 408,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 407,719.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,958.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031178825 MORTGAGORS: ROTHSTEIN RONNIE
ROTHSTEIN TINA
REGION CODE ADDRESS : 3474 STONER AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90066
MORTGAGE AMOUNT : 318,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 318,513.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,228.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,658,750.00
P & I AMT: 11,766.94
UPB AMT: 1,656,949.92
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 70
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031178833 MORTGAGORS: RAMIREZ BERNARDO
RAMIREZ-MATABUENA ROSARIO
REGION CODE ADDRESS : 920 JASMINE STREET
01 CITY : KISSIMMEE
STATE/ZIP : FL 34747
MORTGAGE AMOUNT : 252,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,826.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,827.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031178841 MORTGAGORS: HEAVICAN BARRY
HEAVICAN ANDREA
REGION CODE ADDRESS : 22512 TIERMAS
01 CITY : MISSION VIEJO
STATE/ZIP : CA 92691
MORTGAGE AMOUNT : 245,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,831.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,776.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 85.96400
----------------------------------------------------------------
0 0031178858 MORTGAGORS: JOHNSON MARK
JOHNSON MARY
REGION CODE ADDRESS : 5224 EVANWOOD AVENUE
01 CITY : AGOURA HILLS
STATE/ZIP : CA 91301
MORTGAGE AMOUNT : 277,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,309.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,012.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031178866 MORTGAGORS: ELETREBY AHMED
ELETREBY LAILA
REGION CODE ADDRESS : 3146 RIO LEMPA DRIVE
01 CITY : HACIENDA HEIGHTS
STATE/ZIP : CA 91745
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,821.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,885.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031178874 MORTGAGORS: THOMAS PATRICK
THOMAS ANNE
REGION CODE ADDRESS : 17322 BREDA LANE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92649
MORTGAGE AMOUNT : 238,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 238,735.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,732.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 79.63200
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,273,400.00
P & I AMT: 9,233.04
UPB AMT: 1,272,523.64
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 71
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031178882 MORTGAGORS: POWERS RICHARD
POWERS ROSELYN
REGION CODE ADDRESS : 2224 WARFIELD AVENUE
01 CITY : REDONDO BEACH
STATE/ZIP : CA 90278
MORTGAGE AMOUNT : 311,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 311,024.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,203.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031179229 MORTGAGORS: LAIRD ALLAN
REGION CODE ADDRESS : 6858 UPPER YORK ROAD
01 CITY : SOLEBURY
STATE/ZIP : PA 18963
MORTGAGE AMOUNT : 150,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 150,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,074.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 250
LTV : 52.81690
----------------------------------------------------------------
0 0031179732 MORTGAGORS: MACLEAN JOE
REGION CODE ADDRESS : 14226 ALISO COURT
01 CITY : CHINO HILLS
STATE/ZIP : CA 91709
MORTGAGE AMOUNT : 305,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 304,790.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,211.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 89.70580
----------------------------------------------------------------
0 0031179831 MORTGAGORS: HISSONG JAMES
FORMAN BETH
REGION CODE ADDRESS : 7959 CALLE COZUMEL
01 CITY : CARLSBAD
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 229,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 229,342.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,664.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 78.86500
----------------------------------------------------------------
0 0031179880 MORTGAGORS: ODUCA CLARO
ODUCA EMMA
REGION CODE ADDRESS : 2396 BROOKHAVEN
01 CITY : CHINO HILLS
STATE/ZIP : CA 91709
MORTGAGE AMOUNT : 281,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 281,306.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,041.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 89.93600
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,277,250.00
P & I AMT: 9,194.20
UPB AMT: 1,276,463.15
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 72
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031180003 MORTGAGORS: LAWES STEPHEN
WARR GINA
REGION CODE ADDRESS : 1528 RIDGEWAY DRIVE
01 CITY : GLENDALE
STATE/ZIP : CA 91202
MORTGAGE AMOUNT : 279,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,200.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,000.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031180029 MORTGAGORS: LONGOBARDI RALPH
REGION CODE ADDRESS : 1209 PEARL STREET
01 CITY : DENVER
STATE/ZIP : CO 80203
MORTGAGE AMOUNT : 238,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 238,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,750.03 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 8.00000 PRODUCT CODE : 250
LTV : 90.00000
----------------------------------------------------------------
0 0031180060 MORTGAGORS: JACO JEROME
ORLANDO SUSAN
REGION CODE ADDRESS : 631 SERRANO LANE
01 CITY : CHULA VISTA
STATE/ZIP : CA 91910
MORTGAGE AMOUNT : 247,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,150.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,686.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.98800
----------------------------------------------------------------
0 0031180169 MORTGAGORS: FAY LAWRENCE
FAY LISA
REGION CODE ADDRESS : 11 LITTLE CREEK COURT
01 CITY : SAN RAMON
STATE/ZIP : CA 94583
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,005.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031180516 MORTGAGORS: HAINES WILLIAM
HAINES CYNTHIA
REGION CODE ADDRESS : 211 RANCHITOS DEL SOL
01 CITY : APTOS
STATE/ZIP : CA 95003
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,775.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,194.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 74.87900
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,354,850.00
P & I AMT: 9,636.36
UPB AMT: 1,354,625.63
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 73
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031180656 MORTGAGORS: FABER MARK
FABER CINDY
REGION CODE ADDRESS : 12980 OBERWALD WAY
01 CITY : TRUCKEE
STATE/ZIP : CA 96161
MORTGAGE AMOUNT : 237,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,421.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,723.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 62.56500
----------------------------------------------------------------
0 0031180706 MORTGAGORS: HOWZE TWILETTA
HOWZE BARRY
REGION CODE ADDRESS : 102 YALE COURT
01 CITY : SOUTHLAKE
STATE/ZIP : TX 76092
MORTGAGE AMOUNT : 223,903.00 OPTION TO CONVERT :
UNPAID BALANCE : 222,874.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,642.92 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 09/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 68.05500
----------------------------------------------------------------
0 0031180722 MORTGAGORS: WALLINGFORD MAXWELL
WALLINGFORD MEGHAN
REGION CODE ADDRESS : 12540 BROOKPARK ROAD
01 CITY : OAKLAND
STATE/ZIP : CA 94619
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,812.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,972.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031180748 MORTGAGORS: FOGG RICHARD
FOGG CAROLYN
REGION CODE ADDRESS : 291 FIRST STREET WEST
01 CITY : SONOMA
STATE/ZIP : CA 95476
MORTGAGE AMOUNT : 328,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 327,779.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,406.75 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031180763 MORTGAGORS: SINGH JASVIR
TIWANA KAMAL
REGION CODE ADDRESS : 2333 ALCADE STREET
01 CITY : SANTA CLARA
STATE/ZIP : CA 95054
MORTGAGE AMOUNT : 248,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,760.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,719.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 70.59100
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,310,603.00
P & I AMT: 9,465.15
UPB AMT: 1,308,649.30
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 74
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031180771 MORTGAGORS: RUSK LYNN
MOSTOUFI FARZAM
REGION CODE ADDRESS : 161 JUANITA WAY
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94127
MORTGAGE AMOUNT : 262,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 262,250.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,926.13 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031180821 MORTGAGORS: WU JIANG
HOM JENNIFER
REGION CODE ADDRESS : 2056 KITAYAMA DRIVE
01 CITY : UNION CITY
STATE/ZIP : CA 94587
MORTGAGE AMOUNT : 268,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 268,745.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,857.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.95826
----------------------------------------------------------------
0 0031180847 MORTGAGORS: LU MANUEL
HOANG JEANETTE
REGION CODE ADDRESS : 32756 ARTISTRY LOOP
01 CITY : UNION CITY
STATE/ZIP : CA 94587
MORTGAGE AMOUNT : 252,550.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,362.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,765.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.98011
----------------------------------------------------------------
0 0031180870 MORTGAGORS: SANTOS CARLOS
WINTERS DEBORAH
REGION CODE ADDRESS : 109 ESTRADA DRIVE
01 CITY : MOUNTAIN VIEW
STATE/ZIP : CA 94043
MORTGAGE AMOUNT : 324,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 324,329.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,270.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.98700
----------------------------------------------------------------
0 0031180896 MORTGAGORS: CHAN ALFRED
CHAN MEI
REGION CODE ADDRESS : 49 LOS COYOTES DRIVE
01 CITY : POMONA
STATE/ZIP : CA 91766
MORTGAGE AMOUNT : 269,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 268,800.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,880.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.35100
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,377,700.00
P & I AMT: 9,700.82
UPB AMT: 1,376,487.65
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 75
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031180912 MORTGAGORS: MERCADO DAVID
MERCADO JOYCE
REGION CODE ADDRESS : 2901 LINCOLN AVE
01 CITY : ALAMEDA
STATE/ZIP : CA 94501
MORTGAGE AMOUNT : 292,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 291,168.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,091.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 77.24800
----------------------------------------------------------------
0 0031180920 MORTGAGORS: CHU MICHAEL
OHARA PAMELA
REGION CODE ADDRESS : 123 CALLE ESTORIA
01 CITY : LOS GATOS
STATE/ZIP : CA 95030
MORTGAGE AMOUNT : 277,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,299.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,964.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031180961 MORTGAGORS: RAO MADHAV
RAO NICOLE
REGION CODE ADDRESS : 4198 LORD CULPEPER LANE
01 CITY : FAIRFAX
STATE/ZIP : VA 22030
MORTGAGE AMOUNT : 253,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,771.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 94.98800
----------------------------------------------------------------
0 0031180979 MORTGAGORS: HALLIN NIKLAS
KOENIG CARA
REGION CODE ADDRESS : 604 PHIL COURT
01 CITY : CUPERTINO
STATE/ZIP : CA 95014
MORTGAGE AMOUNT : 328,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 327,774.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,378.23 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031180995 MORTGAGORS: MASLINE SCOTT
MASLINE CAROLYN
REGION CODE ADDRESS : 2337 RAY DRIVE
01 CITY : BURLINGAME
STATE/ZIP : CA 94010
MORTGAGE AMOUNT : 452,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 451,672.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,199.23 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 72.32000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,602,900.00
P & I AMT: 11,405.32
UPB AMT: 1,601,314.48
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 76
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031181001 MORTGAGORS: DOHERTY JOHN
DOHERTY MICHAEL
REGION CODE ADDRESS : 1600 NORTH BEVERLY DRIVE
01 CITY : BEVERLY HILLS
STATE/ZIP : CA 90210
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 649,552.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,712.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 78.31300
----------------------------------------------------------------
0 0031181027 MORTGAGORS: FILS ELLIOTT
FILS DEBORAH
REGION CODE ADDRESS : 4859 MATILIJA AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 91423
MORTGAGE AMOUNT : 236,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 235,833.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,690.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 79.46100
----------------------------------------------------------------
0 0031181043 MORTGAGORS: DE PERALTA AIREEN
WATERFIELD GARY
REGION CODE ADDRESS : 10 SOUTH PARK UNIT # 6
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94107
MORTGAGE AMOUNT : 284,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,783.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,961.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 75.13200
----------------------------------------------------------------
0 0031181050 MORTGAGORS: GABOR IVAN
REGION CODE ADDRESS : 530 EAST CHANNEL ROAD
01 CITY : LOS ANGELES
STATE/ZIP : CA 90402
MORTGAGE AMOUNT : 638,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 637,549.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,570.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 63.80000
----------------------------------------------------------------
0 0031181068 MORTGAGORS: HUSTER STEPHEN
HUSTER ANITA
REGION CODE ADDRESS : 301 DOMINGO COURT
01 CITY : SAN RAMON
STATE/ZIP : CA 94583
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,811.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,840.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,068,000.00
P & I AMT: 14,776.17
UPB AMT: 2,066,531.55
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 77
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031181076 MORTGAGORS: FENVES GREGORY
FENVES CARMEL
REGION CODE ADDRESS : 2132 STEWART AVENUE
01 CITY : WALNUT CREEK
STATE/ZIP : CA 94596
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,777.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,097.64 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 78.94700
----------------------------------------------------------------
0 0031181084 MORTGAGORS: LAWSON FRED
LAWSON DEBORAH
REGION CODE ADDRESS : 1471 SEA WAY
01 CITY : BODEGA BAY
STATE/ZIP : CA 94923
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,803.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,925.20 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031181092 MORTGAGORS: VAN NOSTRAND JAMES
VAN NOSTRAND ROBIN
REGION CODE ADDRESS : ROUTE 2 BOX 3612
01 CITY : LOPEZ ISLAND
STATE/ZIP : WA 98261
MORTGAGE AMOUNT : 243,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,155.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,744.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 72.68600
----------------------------------------------------------------
0 0031181100 MORTGAGORS: BACH STEPHEN
BACH PATRICE
REGION CODE ADDRESS : 5975 CORTE CERRITOS
01 CITY : PLEASANTON
STATE/ZIP : CA 94566
MORTGAGE AMOUNT : 252,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,615.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,740.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031181217 MORTGAGORS: SCHMITT THOMAS
SCHMITT SARAH
REGION CODE ADDRESS : 5008 BRADFORD DRIVE
01 CITY : ANNANDALE
STATE/ZIP : VA 22003
MORTGAGE AMOUNT : 244,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,535.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,664.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/26
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,311,500.00
P & I AMT: 9,172.32
UPB AMT: 1,305,886.55
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 78
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031181241 MORTGAGORS: HOYMAN GEORGE
REGION CODE ADDRESS : 14980 VIA DE LA VALLE
01 CITY : DEL MAR
STATE/ZIP : CA 92014
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,007.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,739.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/24
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 44.34700
----------------------------------------------------------------
0 0031181258 MORTGAGORS: MC KINNEY ALVIN
JAMES-MC KINNEY DENISE
REGION CODE ADDRESS : 4408 BELMAR COURT
01 CITY : DALLAS
STATE/ZIP : TX 75287
MORTGAGE AMOUNT : 292,550.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,338.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,070.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 88.92000
----------------------------------------------------------------
0 0031181282 MORTGAGORS: THORNTON ELWOOD
THORNTON JACQUELINE
REGION CODE ADDRESS : 5004 RAVENHILL ROAD
01 CITY : COLUMBIA
STATE/ZIP : MD 21044
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,037.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,944.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/26
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 70.94000
----------------------------------------------------------------
0 0031181290 MORTGAGORS: KOHLER JOHN
KOHLER TRACY
REGION CODE ADDRESS : 4440 N VISTAMEADOW COURT
01 CITY : MOORPARK
STATE/ZIP : CA 93021
MORTGAGE AMOUNT : 238,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 233,104.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,623.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/26
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031181332 MORTGAGORS: KNOCK LISA
BROWN CARL
REGION CODE ADDRESS : 9325 DAVIS DRIVE
01 CITY : LORTON
STATE/ZIP : VA 22079
MORTGAGE AMOUNT : 229,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 220,218.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,563.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 05/01/24
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 74.98800
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,299,750.00
P & I AMT: 8,941.55
UPB AMT: 1,270,707.07
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 79
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031181381 MORTGAGORS: THORNLEY COMMER
THORNLEY DOROTHY
REGION CODE ADDRESS : 8311 POPLAR HILL DRIVE
01 CITY : CLINTON
STATE/ZIP : MD 20735
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,560.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,739.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/26
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.68700
----------------------------------------------------------------
0 0031181456 MORTGAGORS: BEHNKE PATTI
BEHNKE MARC
REGION CODE ADDRESS : 8 GIANNA COURT
01 CITY : RANDOLPH
STATE/ZIP : NJ 07869
MORTGAGE AMOUNT : 265,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,641.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,994.61 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 08/01/27
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 73.64700
----------------------------------------------------------------
0 0031181514 MORTGAGORS: YEGANEH JEHANGIR
YEGANEH NARGES
REGION CODE ADDRESS : 2737 BRENTWOOD DRIVE
01 CITY : LANCASTER
STATE/ZIP : CA 93536
MORTGAGE AMOUNT : 238,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,517.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,746.36 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 10/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 79.33300
----------------------------------------------------------------
0 0031181555 MORTGAGORS: COX ANNE
REGION CODE ADDRESS : 505 MOUNTAIN ROAD
01 CITY : LAGUNA BEACH
STATE/ZIP : CA 92651
MORTGAGE AMOUNT : 248,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,691.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 56.36300
----------------------------------------------------------------
0 0031181720 MORTGAGORS: MAGUIRE STEPHEN
KHORSAND MITRA
REGION CODE ADDRESS : 24562 VIA DEL ORO
01 CITY : LAGUNA NIGUEL
STATE/ZIP : CA 92677
MORTGAGE AMOUNT : 234,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 234,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,656.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,240,500.00
P & I AMT: 8,828.56
UPB AMT: 1,234,719.75
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 80
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031181787 MORTGAGORS: MC EVOY FRANK
MC EVOY SHARON
REGION CODE ADDRESS : 3850 RAWHIDE ROAD
01 CITY : ROCKLIN
STATE/ZIP : CA 95677
MORTGAGE AMOUNT : 383,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 382,922.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,712.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031181829 MORTGAGORS: RAYNARD ERIC
RAYNARD SUSANNE
REGION CODE ADDRESS : 2058 33RD AVENUE
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94116
MORTGAGE AMOUNT : 281,160.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,951.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,965.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031181886 MORTGAGORS: WAITZ BEVERLY
REGION CODE ADDRESS : 14663 MALLARD LAKE DRIVE
01 CITY : CHESTERFIELD
STATE/ZIP : MO 63017
MORTGAGE AMOUNT : 224,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 223,546.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,643.64 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 10/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 74.66600
----------------------------------------------------------------
0 0031181944 MORTGAGORS: ROBINSON GEORGE
REGION CODE ADDRESS : 3110 SUNFLOWER GLEN COURT
01 CITY : JAMUL
STATE/ZIP : CA 91935
MORTGAGE AMOUNT : 333,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 332,752.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,328.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0031181951 MORTGAGORS: MCGARRY RICHARD
MCGARRY LAURIE
REGION CODE ADDRESS : 26675 PANCHO WAY
01 CITY : CARMEL
STATE/ZIP : CA 93923
MORTGAGE AMOUNT : 432,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 431,695.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,094.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 75.13000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,653,360.00
P & I AMT: 11,745.10
UPB AMT: 1,651,868.05
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 81
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031181977 MORTGAGORS: SCHADE DENNIS
SCHADE PATRICIA
REGION CODE ADDRESS : 1 WASHINGTON
01 CITY : IRVINE
STATE/ZIP : CA 92606
MORTGAGE AMOUNT : 280,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,107.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,032.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 79.99900
----------------------------------------------------------------
0 0031181985 MORTGAGORS: NG RONALD
WONG FANNY
REGION CODE ADDRESS : 682 CAMBRIDGE STREET
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94134
MORTGAGE AMOUNT : 239,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,017.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,652.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 74.98400
----------------------------------------------------------------
0 0031181993 MORTGAGORS: RELOVA STEVE
RELOVA SANDRA
REGION CODE ADDRESS : 647 PICKERING AVENUE
01 CITY : FREMONT
STATE/ZIP : CA 94536
MORTGAGE AMOUNT : 246,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,830.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,783.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 68.33300
----------------------------------------------------------------
0 0031182009 MORTGAGORS: EDMONDSON PHILLIP
EDMONDSON MARTHA
REGION CODE ADDRESS : 4614 42ND STREET NW
01 CITY : WASHINGTON
STATE/ZIP : DC 20016
MORTGAGE AMOUNT : 247,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,166.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,729.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 85.00000
----------------------------------------------------------------
0 0031182025 MORTGAGORS: EVERETT ANDREW
EVERETT SHERRI
REGION CODE ADDRESS : 8929 RANDOM ROAD
01 CITY : FORT WORTH
STATE/ZIP : TX 76179
MORTGAGE AMOUNT : 263,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,694.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,800.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,276,750.00
P & I AMT: 8,997.90
UPB AMT: 1,275,816.37
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 82
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031182033 MORTGAGORS: FISK RAYMOND
FISK JAMIE
REGION CODE ADDRESS : 7401 JADE STREET
01 CITY : NEW ORLEANS
STATE/ZIP : LA 70124
MORTGAGE AMOUNT : 252,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,817.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,783.64 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0031182207 MORTGAGORS: RENALDO RICHARD
BETHUNE DORSEY
REGION CODE ADDRESS : 2201 N BEVERLY GLEN BLVD
01 CITY : LOS ANGELES
STATE/ZIP : CA 90077
MORTGAGE AMOUNT : 355,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 355,679.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,458.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0031182280 MORTGAGORS: KOVAC JOSEPH
KOVAC OTILIA
REGION CODE ADDRESS : 25041 OWENS LAKE CIRCLE
01 CITY : LAKE FOREST
STATE/ZIP : CA 92630
MORTGAGE AMOUNT : 260,550.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,216.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,957.43 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 89.84400
----------------------------------------------------------------
0 0031182421 MORTGAGORS: PAIKOWSKY ARTHUR
PAIKOWSKY SARAH
REGION CODE ADDRESS : 5514 E. ALAN LANE
01 CITY : SCOTTSDALE
STATE/ZIP : AZ 85253
MORTGAGE AMOUNT : 248,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,300.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,714.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 64.16000
----------------------------------------------------------------
0 0031182553 MORTGAGORS: HUTCHINSON WILLIAM
REGION CODE ADDRESS : 6500 SUNSET WAY UNIT #508
01 CITY : ST. PETERSBURG
STATE/ZIP : FL 33706
MORTGAGE AMOUNT : 145,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 144,698.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,051.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 10/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 58.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,261,800.00
P & I AMT: 8,965.83
UPB AMT: 1,260,711.99
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 83
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031182678 MORTGAGORS: BROOK HENRY
BROOK MARILYN
REGION CODE ADDRESS : 55 OAK STREET
01 CITY : LOS ALTOS
STATE/ZIP : CA 94022
MORTGAGE AMOUNT : 380,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 379,731.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,722.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 43.42850
----------------------------------------------------------------
0 0031182702 MORTGAGORS: MOORE JULIUS
MOORE ALVANELL
REGION CODE ADDRESS : 421 LA QUINTA COURT
01 CITY : WINDSOR
STATE/ZIP : CA 95492
MORTGAGE AMOUNT : 252,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,808.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,740.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 77.06400
----------------------------------------------------------------
0 0031182736 MORTGAGORS: MANDEL PETER
MANDEL HANA
REGION CODE ADDRESS : 11401 DONA THERESA DRIVE
01 CITY : STUDIO CITY AREA LOS ANGE
STATE/ZIP : CA 91604
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,802.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,795.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 57.77770
----------------------------------------------------------------
0 0031182751 MORTGAGORS: HARRISON WILLIAM
HARRISON KAREN
REGION CODE ADDRESS : 4850 CANARY DRIVE
01 CITY : PLEASANTON
STATE/ZIP : CA 94566
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,771.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,072.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 72.28900
----------------------------------------------------------------
0 0031182785 MORTGAGORS: HORNICK MICHAEL
HORNICK REBECCA
REGION CODE ADDRESS : 107 GARDEN AVENUE
01 CITY : SAN RAFAEL
STATE/ZIP : CA 94903
MORTGAGE AMOUNT : 246,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,843.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,848.12 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 79.35480
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,438,000.00
P & I AMT: 10,178.78
UPB AMT: 1,436,957.06
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 84
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031182918 MORTGAGORS: VICTORINO LEONARD
VICTORINO BARBARA
REGION CODE ADDRESS : 127 HOLLYANN DRIVE
01 CITY : FOLSOM
STATE/ZIP : CA 95630
MORTGAGE AMOUNT : 245,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,822.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,734.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 60.79404
----------------------------------------------------------------
0 0031182926 MORTGAGORS: MUSLIN CAROL
MUSLIN STEVEN
REGION CODE ADDRESS : 4931 NORTHEAST 29TH AVENUE
01 CITY : LIGHTHOUSE POINT
STATE/ZIP : FL 33064
MORTGAGE AMOUNT : 220,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 219,586.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,672.16 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/27
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 39.28500
----------------------------------------------------------------
0 0031182934 MORTGAGORS: PAINE ROBERT
PAINE ELIZABETH
REGION CODE ADDRESS : 44 PLEASANT STREET
01 CITY : NORTH READING
STATE/ZIP : MA 01864
MORTGAGE AMOUNT : 244,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,627.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,685.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 77.98000
----------------------------------------------------------------
0 0031182942 MORTGAGORS: CHAO ANDREW
LIU SHIANG MEI
REGION CODE ADDRESS : 967 WHITCOMB COURT
01 CITY : MILPITAS
STATE/ZIP : CA 95035
MORTGAGE AMOUNT : 348,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 347,760.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,523.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031182983 MORTGAGORS: ZIELINSKIE DAVID
REGION CODE ADDRESS : 1857 PARKVIEW CIRCLE
01 CITY : COSTA MESA
STATE/ZIP : CA 92627
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,803.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,596.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,297,000.00
P & I AMT: 9,211.47
UPB AMT: 1,295,600.88
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 85
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031182991 MORTGAGORS: MEDELLIN LEONARD
MEDELLIN CATHY
REGION CODE ADDRESS : 1502 EAST STUART AVENUE
01 CITY : FRESNO
STATE/ZIP : CA 93710
MORTGAGE AMOUNT : 106,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 105,973.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 760.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 10/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0031183130 MORTGAGORS: JENSEN JOY
JENSEN JUDITH
REGION CODE ADDRESS : 85 DIABLO WAY
01 CITY : DANVILLE
STATE/ZIP : CA 94526
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 314,772.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,229.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031183148 MORTGAGORS: FLYNN MARK
FLYNN SOONHEE
REGION CODE ADDRESS : 30802 BELLE MAISON
01 CITY : LAGUNA NIGUEL
STATE/ZIP : CA 92677
MORTGAGE AMOUNT : 485,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 484,640.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,391.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 74.61500
----------------------------------------------------------------
0 0031183171 MORTGAGORS: SMITH MARK
SMITH LILIA
REGION CODE ADDRESS : 875 AARON PARK DRIVE
01 CITY : MILPITAS
STATE/ZIP : CA 95035
MORTGAGE AMOUNT : 268,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,422.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,966.49 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 10/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 77.68100
----------------------------------------------------------------
0 0031183247 MORTGAGORS: PRICE RICHARD
PRICE DEBRA
REGION CODE ADDRESS : 6026 EAST LONG SHADOW TRAIL
01 CITY : CAVE CREEK
STATE/ZIP : AZ 85331
MORTGAGE AMOUNT : 243,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,478.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,745.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 94.98200
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,417,850.00
P & I AMT: 10,093.61
UPB AMT: 1,416,286.72
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 86
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031183254 MORTGAGORS: DEAN BARBARA
REID KRISTIN
REGION CODE ADDRESS : 5019 34TH STREET
01 CITY : SAN DIEGO
STATE/ZIP : CA 92116
MORTGAGE AMOUNT : 237,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 236,832.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,697.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 94.98900
----------------------------------------------------------------
0 0031183379 MORTGAGORS: LOGSTON JACK
REGION CODE ADDRESS : 745 MILFORD-MT PLEASANT ROAD
01 CITY : MILFORD
STATE/ZIP : NJ 08848
MORTGAGE AMOUNT : 224,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 223,674.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,585.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 77.50800
----------------------------------------------------------------
0 0031183411 MORTGAGORS: COURNOYER RICHARD
REGION CODE ADDRESS : 10 COVENTRY COURT
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94127
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,748.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 74.62600
----------------------------------------------------------------
0 0031183460 MORTGAGORS: TESSIER LOUIS
TESSIER KAREN
REGION CODE ADDRESS : 20889 NERINE COURT
01 CITY : STERLING
STATE/ZIP : VA 20165
MORTGAGE AMOUNT : 218,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 218,038.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,525.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.99400
----------------------------------------------------------------
0 0031183494 MORTGAGORS: CALLAHAN BENJAMIN
CALLAHAN ROBIN
REGION CODE ADDRESS : 1152 ASHEFORD GREEN AVENUE NW
01 CITY : CONCORD
STATE/ZIP : NC 28027
MORTGAGE AMOUNT : 262,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,876.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,157.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/17
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,192,000.00
P & I AMT: 8,714.54
UPB AMT: 1,190,422.12
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 87
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031183510 MORTGAGORS: GARNETT JAMES
GARNETT RENEE
REGION CODE ADDRESS : 7905 WOODSMUIR DRIVE
01 CITY : WEST PALM BEACH
STATE/ZIP : FL 33412
MORTGAGE AMOUNT : 240,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,876.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,762.51 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 79.99200
----------------------------------------------------------------
0 0031183536 MORTGAGORS: FALCONE EVAN
FALCONE SUSAN
REGION CODE ADDRESS : 2512 RANCHO CABEZA DRIVE
01 CITY : SANTA ROSA
STATE/ZIP : CA 95404
MORTGAGE AMOUNT : 251,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,913.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,755.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0031183544 MORTGAGORS: ARROUZET MARK
ARROUZET NANCY
REGION CODE ADDRESS : 4164 ACAPULCO DRIVE
01 CITY : CAMPBELL
STATE/ZIP : CA 95008
MORTGAGE AMOUNT : 309,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 308,783.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,268.80 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031183627 MORTGAGORS: WEISS DAVID
BARRETT MICHELLE
REGION CODE ADDRESS : 45 CLAYPOOL COURT
01 CITY : DANVILLE
STATE/ZIP : CA 94526
MORTGAGE AMOUNT : 426,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 426,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,906.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031183726 MORTGAGORS: SCHREIBER ROBERT
SCHREIBER DALE
REGION CODE ADDRESS : 46 BROADVIEW DRIVE
01 CITY : CLAYTON
STATE/ZIP : MO 63105
MORTGAGE AMOUNT : 468,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 467,143.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,598.52 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 10/01/27
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,694,500.00
P & I AMT: 12,291.64
UPB AMT: 1,692,717.30
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 88
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031183759 MORTGAGORS: RAMPP RANDAL
RAMPP DONNA
REGION CODE ADDRESS : 212 HICKORY BLVD
01 CITY : MCMINNVILLE
STATE/ZIP : TN 37110
MORTGAGE AMOUNT : 228,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 227,668.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,613.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031183767 MORTGAGORS: COYNE DAVID
REGION CODE ADDRESS : 2 HAMMER HOOK DRIVE
01 CITY : HANOVER
STATE/ZIP : MA 02339
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,811.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,840.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 88.13500
----------------------------------------------------------------
0 0031183775 MORTGAGORS: DERMAN DONALD
DERMAN CONNIE
REGION CODE ADDRESS : 4600 45TH STREET NW
01 CITY : WASHINGTON
STATE/ZIP : DC 20016
MORTGAGE AMOUNT : 293,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 293,084.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,102.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 86.32300
----------------------------------------------------------------
0 0031183817 MORTGAGORS: RUSH JOHN
RUSH LESLIE
REGION CODE ADDRESS : 2004 OAK CIRCLE
01 CITY : YOUNTVILLE
STATE/ZIP : CA 94599
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,030.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031183833 MORTGAGORS: KNIBBE MICHAEL
KNIBBE KATHRYN
REGION CODE ADDRESS : 16214 EAST SHORE DRIVE
01 CITY : LYNNWOOD
STATE/ZIP : WA 98037
MORTGAGE AMOUNT : 161,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 161,371.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,157.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,223,100.00
P & I AMT: 8,744.62
UPB AMT: 1,221,936.24
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 89
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031183924 MORTGAGORS: BUCHHOLZ KRISTINE
REGION CODE ADDRESS : 513 BLACKSTONE COURT
01 CITY : DANVILLE
STATE/ZIP : CA 94506
MORTGAGE AMOUNT : 319,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,712.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,237.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.99750
----------------------------------------------------------------
0 0031183957 MORTGAGORS: SHERRY ARLENE
REGION CODE ADDRESS : 380 LAMPLIGHTER COURT
01 CITY : MARCO ISLAND
STATE/ZIP : FL 34515
MORTGAGE AMOUNT : 380,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 379,745.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,788.31 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 55.88200
----------------------------------------------------------------
0 0031183973 MORTGAGORS: RATNER ROSALYN
REGION CODE ADDRESS : 8623 EDWIN DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90046
MORTGAGE AMOUNT : 418,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 417,704.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,994.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 64.30700
----------------------------------------------------------------
0 0031183981 MORTGAGORS: GERACI SALVATORE
GERACI JEAN
REGION CODE ADDRESS : 6312 DOGWOOD DRIVE
01 CITY : HARRISON
STATE/ZIP : TN 37341
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,631.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,862.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 78.77500
----------------------------------------------------------------
0 0031184013 MORTGAGORS: WALSH BURTON
WALSH JUDY
REGION CODE ADDRESS : 5430 ENGLISH COLONY WAY
01 CITY : PENRYN
STATE/ZIP : CA 95663
MORTGAGE AMOUNT : 242,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 241,657.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,733.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 84.91200
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,619,950.00
P & I AMT: 11,616.45
UPB AMT: 1,618,451.64
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 90
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031184039 MORTGAGORS: RAKAB AMINE
REGION CODE ADDRESS : 9926 KENDALL CIRCLE
01 CITY : FOUNTAIN VALLEY
STATE/ZIP : CA 92708
MORTGAGE AMOUNT : 292,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 291,793.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,091.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031184047 MORTGAGORS: TESMER THOMAS
CELMER GAIL
REGION CODE ADDRESS : 17281 NE HILLSBORO HWY
01 CITY : NEWBERG
STATE/ZIP : OR 97132
MORTGAGE AMOUNT : 224,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 223,658.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,547.12 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 73.61100
----------------------------------------------------------------
0 0031184054 MORTGAGORS: ROEBUCK S.
REGION CODE ADDRESS : 3222 TOWN MANOR CIRCLE
01 CITY : DACULA
STATE/ZIP : GA 30019
MORTGAGE AMOUNT : 365,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 364,456.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,552.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031184062 MORTGAGORS: CARR LORI
REGION CODE ADDRESS : 772 WALL STREET
01 CITY : LIVERMORE
STATE/ZIP : CA 94550
MORTGAGE AMOUNT : 172,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 172,555.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,237.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031184070 MORTGAGORS: FIFE ELIZABETH
FIFE JAY
REGION CODE ADDRESS : 1937 2ND AVENUE
01 CITY : WALNUT CREEK
STATE/ZIP : CA 94596
MORTGAGE AMOUNT : 220,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 220,495.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,600.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 79.97100
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,274,600.00
P & I AMT: 9,030.10
UPB AMT: 1,272,958.86
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 91
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031184104 MORTGAGORS: CAUSKY JAMES
CAUSKY CAROLINE
REGION CODE ADDRESS : 32 WINDGATE
01 CITY : MISSION VIEJO
STATE/ZIP : CA 92692
MORTGAGE AMOUNT : 278,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,408.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,020.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 79.99100
----------------------------------------------------------------
0 0031184146 MORTGAGORS: JACOWSKI MARY
JACOWSKI MICHAEL
REGION CODE ADDRESS : 3216 JUNIPER LANE
01 CITY : FALLS CHURCH
STATE/ZIP : VA 22044
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,771.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,072.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 78.94700
----------------------------------------------------------------
0 0031184153 MORTGAGORS: MARINO JOSEPH
REGION CODE ADDRESS : 1220 COMPASS POINTE XING
01 CITY : ALPHARETTA
STATE/ZIP : GA 30202
MORTGAGE AMOUNT : 217,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 217,630.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,485.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0031184179 MORTGAGORS: GORDON DAVID
GORDON DIANE
REGION CODE ADDRESS : 9361 GROVE PARK COVE
01 CITY : GERMANTOWN
STATE/ZIP : TN 38138
MORTGAGE AMOUNT : 408,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 407,361.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,783.28 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031184187 MORTGAGORS: STRIBLEN SCOTT
STRIBLEN CYNTHIA
REGION CODE ADDRESS : 6991 ZEBRINA PLACE
01 CITY : CARLSBAD
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 312,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 312,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,235.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 78.19500
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,516,400.00
P & I AMT: 10,596.34
UPB AMT: 1,515,171.61
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 92
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031184229 MORTGAGORS: CANGELOSI FRANK
CANGELOSI NANCY
REGION CODE ADDRESS : 225 BENT CREEK COURT
01 CITY : SOUTHLAKE
STATE/ZIP : TX 76092
MORTGAGE AMOUNT : 408,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 408,418.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,963.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 74.99000
----------------------------------------------------------------
0 0031184237 MORTGAGORS: JACOBS JOHN
JACOBS JUDY
REGION CODE ADDRESS : 221 PEARL AVENUE
01 CITY : NEWPORT BEACH
STATE/ZIP : CA 92662
MORTGAGE AMOUNT : 367,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 366,480.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,629.23 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 66.72700
----------------------------------------------------------------
0 0031184260 MORTGAGORS: MARCUS ROBERT
MARCUS ANDREA
REGION CODE ADDRESS : 8314 ARGENT CIRCLE
01 CITY : FAIRFAX STATION
STATE/ZIP : VA 22039
MORTGAGE AMOUNT : 239,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,401.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,696.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 73.76900
----------------------------------------------------------------
0 0031184278 MORTGAGORS: DEARCE JOSEPH
REGION CODE ADDRESS : 10706 NW 49 MANOR
01 CITY : CORAL SPRINGS
STATE/ZIP : FL 33076
MORTGAGE AMOUNT : 229,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 229,166.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,624.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0031184294 MORTGAGORS: MURPHY FORREST
PACE BRUCE
REGION CODE ADDRESS : 611 5TH AVENUE
01 CITY : FRISCO
STATE/ZIP : CO 80443
MORTGAGE AMOUNT : 242,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,556.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,740.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 89.99600
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,487,850.00
P & I AMT: 10,654.09
UPB AMT: 1,486,023.60
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 93
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031184302 MORTGAGORS: GARCIA JAY
GARCIA MARIA
REGION CODE ADDRESS : 836 HIGHLAND AVENUE
01 CITY : PARAMUS
STATE/ZIP : NJ 07652
MORTGAGE AMOUNT : 230,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 229,648.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,588.56 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031184310 MORTGAGORS: GRONNERUD PHILIP
GRONNERUD KATHLEEN
REGION CODE ADDRESS : 32 EISENHOWER LANE
01 CITY : COTO DE CAZA AREA
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 352,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 351,553.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,552.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 79.99800
----------------------------------------------------------------
0 0031184526 MORTGAGORS: KALMAR FRANKLIN
STERN SUSAN
REGION CODE ADDRESS : 5314 RAINTREE CIRCLE
01 CITY : CULVER CITY
STATE/ZIP : CA 90230
MORTGAGE AMOUNT : 101,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 101,426.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 718.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0031184559 MORTGAGORS: CAIRNS DONALD
TENISCI LAURA
REGION CODE ADDRESS : 11032 166TH PLACE NORTHEAST
01 CITY : REDMOND
STATE/ZIP : WA 98052
MORTGAGE AMOUNT : 245,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,043.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,736.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 79.98600
----------------------------------------------------------------
0 0031184575 MORTGAGORS: HANDZEL JAMES
HANDZEL MARY
REGION CODE ADDRESS : 189 FOX RIDGE DRIVE
01 CITY : EVERGREEN
STATE/ZIP : CO 80439
MORTGAGE AMOUNT : 331,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 330,772.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,399.98 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 78.80900
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,259,950.00
P & I AMT: 8,996.49
UPB AMT: 1,258,445.05
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 94
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031184591 MORTGAGORS: DAVENPORT SUSAN
DORFLINGER DAVID
REGION CODE ADDRESS : 2327 LASS DRIVE
01 CITY : SANTA CLARA
STATE/ZIP : CA 95054
MORTGAGE AMOUNT : 319,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,712.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,237.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.99700
----------------------------------------------------------------
0 0031184609 MORTGAGORS: KENNEY SHANE
REGION CODE ADDRESS : 45 PALOMA DRIVE
01 CITY : CORTE MADERA
STATE/ZIP : CA 94925
MORTGAGE AMOUNT : 300,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,582.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,129.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031184633 MORTGAGORS: KANE CHRISTOPHER
KANE NANCY
REGION CODE ADDRESS : 8885 CALLE PERICO
01 CITY : SAN DIEGO
STATE/ZIP : CA 92129
MORTGAGE AMOUNT : 248,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,635.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,783.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
0 0031184641 MORTGAGORS: MESTRESSAT ALFRED
MESTRESSAT SUZANNE
REGION CODE ADDRESS : 2194 VIZCAYA CIRCLE
01 CITY : SAN JOSE
STATE/ZIP : CA 95124
MORTGAGE AMOUNT : 321,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 321,389.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,387.88 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 69.07200
----------------------------------------------------------------
0 0031184658 MORTGAGORS: MACARAEG NORMAN
DE DIOS-MACARAEG MYRLA
REGION CODE ADDRESS : 731 PROMENADE LANE
01 CITY : SAN JOSE
STATE/ZIP : CA 95138
MORTGAGE AMOUNT : 271,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,706.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,918.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 74.97700
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,462,350.00
P & I AMT: 10,456.06
UPB AMT: 1,461,025.94
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 95
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031184666 MORTGAGORS: ROMNEY A.
ROMNEY BRENDA
REGION CODE ADDRESS : 26022 158TH PLACE S.E.
01 CITY : KENT
STATE/ZIP : WA 98042
MORTGAGE AMOUNT : 186,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 186,292.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,321.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 10/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 79.78600
----------------------------------------------------------------
0 0031184674 MORTGAGORS: MILLHONE TRACEY
DEKOCK GABRIELLE
REGION CODE ADDRESS : 1057 CLARK WAY
01 CITY : GILROY
STATE/ZIP : CA 95020
MORTGAGE AMOUNT : 203,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 202,925.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,491.01 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031184682 MORTGAGORS: SCHULDT THOMAS
SCHULDT LESLEY
REGION CODE ADDRESS : 1645 NATCHES WAY
01 CITY : STEAMBOAT SPRINGS
STATE/ZIP : CO 80487
MORTGAGE AMOUNT : 331,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 330,954.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,315.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031184690 MORTGAGORS: WIELAND WILLIAM
WIELAND ANTOINETTE
REGION CODE ADDRESS : 25855 NIMES COURT
01 CITY : MISSION VIEJO
STATE/ZIP : CA 92692
MORTGAGE AMOUNT : 308,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 307,887.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,233.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 89.30400
----------------------------------------------------------------
0 0031184708 MORTGAGORS: CALLAHAN BENJAMIN
CALLAHAN ROBIN
REGION CODE ADDRESS : 2988 LAKESHORE ROAD
01 CITY : DENVER
STATE/ZIP : NC 28037
MORTGAGE AMOUNT : 275,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,880.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,264.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/17
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,305,050.00
P & I AMT: 9,626.79
UPB AMT: 1,302,940.42
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 96
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031184716 MORTGAGORS: MCROY DOUGLAS
REGION CODE ADDRESS : 7890 MIRAMONTES ROAD
01 CITY : SIMI VALLEY
STATE/ZIP : CA 93063
MORTGAGE AMOUNT : 261,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,719.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,847.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0031184724 MORTGAGORS: JOHNSON JOY
REGION CODE ADDRESS : 440 COLUMBINE STREET
01 CITY : DENVER
STATE/ZIP : CO 80206
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 499,655.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,625.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 71.42800
----------------------------------------------------------------
0 0031184732 MORTGAGORS: THORMANN JOHN
THORMANN SUSAN
REGION CODE ADDRESS : 14514 MISTY VALLEY ROAD
01 CITY : PHOENIX
STATE/ZIP : MD 21131
MORTGAGE AMOUNT : 235,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 234,525.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,684.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 94.98900
----------------------------------------------------------------
0 0031184740 MORTGAGORS: ACCETTA EMMANUEL
REGION CODE ADDRESS : 30553 EAST PALOS VERDES DRIVE
01 CITY : RANCHO PALOS VERDES
STATE/ZIP : CA 90275
MORTGAGE AMOUNT : 520,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 519,642.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,770.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 65.00000
----------------------------------------------------------------
0 0031184765 MORTGAGORS: ERICKSON CARL
ERICKSON JOLENE
REGION CODE ADDRESS : 13603 SE VALEMONT LANE
01 CITY : PORTLAND
STATE/ZIP : OR 97236
MORTGAGE AMOUNT : 618,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 617,801.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,379.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 74.99300
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,134,800.00
P & I AMT: 15,306.49
UPB AMT: 2,132,344.74
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 97
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031184781 MORTGAGORS: HAUCK ROBERT
HAUCK J
REGION CODE ADDRESS : 933 SOUTH WILDROSE LANE
01 CITY : ANAHEIM
STATE/ZIP : CA 92808
MORTGAGE AMOUNT : 266,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,623.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,905.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 79.08800
----------------------------------------------------------------
0 0031184799 MORTGAGORS: PECORA JEFFREY
PECORA KATHY
REGION CODE ADDRESS : 21705 PARVIN DRIVE
01 CITY : SAUGUS
STATE/ZIP : CA 91350
MORTGAGE AMOUNT : 248,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,815.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,734.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 68.88800
----------------------------------------------------------------
0 0031184807 MORTGAGORS: LEHR JOHN
LEHR KELLIE
REGION CODE ADDRESS : 1162 GLENAIRE DRIVE
01 CITY : SANTA ANA
STATE/ZIP : CA 92705
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,591.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,146.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031184823 MORTGAGORS: SKAFF DAVID
SKAFF SYLVIA
REGION CODE ADDRESS : 4489 MCNEIL ROAD
01 CITY : DOYLESTOWN
STATE/ZIP : PA 18901
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,564.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,123.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 62.50000
----------------------------------------------------------------
0 0031184831 MORTGAGORS: BRISTOL JOHN
BRISTOL DANDRAE
REGION CODE ADDRESS : 5 EL CORZO
01 CITY : RANCHO SANTA MARGARITA AR
STATE/ZIP : CA 92688
MORTGAGE AMOUNT : 217,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 217,500.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,578.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 79.99800
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,327,650.00
P & I AMT: 9,487.43
UPB AMT: 1,326,095.05
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 98
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031184849 MORTGAGORS: MONTUY ANDRES
MONTUY MARGARET
REGION CODE ADDRESS : 7784 OAK SPRINGS CIRCLE
01 CITY : GILROY
STATE/ZIP : CA 95020
MORTGAGE AMOUNT : 269,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,304.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,907.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 69.10200
----------------------------------------------------------------
0 0031184856 MORTGAGORS: HERRON JOHN
HERRON DONNA
REGION CODE ADDRESS : 3625 HEARTHWAY LANE
01 CITY : CUMMING
STATE/ZIP : GA 30041
MORTGAGE AMOUNT : 191,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 191,385.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,389.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 79.98700
----------------------------------------------------------------
0 0031184864 MORTGAGORS: KNAUFF KARL
KNAUFF TERRY
REGION CODE ADDRESS : 3153 CHIPPING WOOD CT
01 CITY : ALPHARETTA
STATE/ZIP : GA 30004
MORTGAGE AMOUNT : 316,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 315,765.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,209.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031184872 MORTGAGORS: JEVITT TERENCE
JEVITT RITA
REGION CODE ADDRESS : 191 MESA ROAD
01 CITY : POINT REYES STATION
STATE/ZIP : CA 94956
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 314,766.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,202.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 63.00000
----------------------------------------------------------------
0 0031184906 MORTGAGORS: BITTNER MICHAEL
BITTNER PATRICIA
REGION CODE ADDRESS : 1310 CREEKRIDGE CROSSING
01 CITY : ALPHARETTA
STATE/ZIP : GA 30005
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,523.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,237.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,412,150.00
P & I AMT: 9,946.65
UPB AMT: 1,410,745.52
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 99
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031184930 MORTGAGORS: TAN PHILIP
SHAW JANET
REGION CODE ADDRESS : 181 EASTMOOR AVENUE
01 CITY : DALY CITY
STATE/ZIP : CA 94015
MORTGAGE AMOUNT : 328,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 327,515.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,265.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.61100
----------------------------------------------------------------
0 0031184955 MORTGAGORS: LIVESAY KENNETH
LIVESAY BRENDA
REGION CODE ADDRESS : 8805 GRAND RIDGE COURT
01 CITY : LOUISVILLE
STATE/ZIP : KY 40214
MORTGAGE AMOUNT : 227,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 227,543.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,650.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0031184963 MORTGAGORS: HOLLOWAY JERAULD
HOLLOWAY PAULA
REGION CODE ADDRESS : 20772 SHADOW ROCK LANE
01 CITY : TRABUCO CANYON AREA
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 233,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 232,835.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,669.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 93.20000
----------------------------------------------------------------
0 0031184989 MORTGAGORS: TONER RICHARD
TONER BARBARA
REGION CODE ADDRESS : 283 WHITE COTTAGE ROAD
01 CITY : ANGWIN
STATE/ZIP : CA 94508
MORTGAGE AMOUNT : 299,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,409.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,220.07 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 69.69600
----------------------------------------------------------------
0 0031184997 MORTGAGORS: NEUMANN ALBERT
NEUMANN LIISA
REGION CODE ADDRESS : 2218 HUNT VALLEY WAY
01 CITY : GAMBRILLS
STATE/ZIP : MD 21054
MORTGAGE AMOUNT : 262,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,609.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,831.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 72.77700
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,349,700.00
P & I AMT: 9,637.68
UPB AMT: 1,347,913.80
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 100
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031185002 MORTGAGORS: NISENZON SEMYON
YAROVAYA YELENA
REGION CODE ADDRESS : 3430 12TH AVENUE WEST
01 CITY : SEATTLE
STATE/ZIP : WA 98119
MORTGAGE AMOUNT : 316,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 315,563.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,291.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031185010 MORTGAGORS: NICOLOSI DOMINIC
NICOLOSI MARY
REGION CODE ADDRESS : 12112 LANCERS COURT
01 CITY : MANASSAS
STATE/ZIP : VA 20112
MORTGAGE AMOUNT : 332,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 331,797.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,293.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.97900
----------------------------------------------------------------
0 0031185036 MORTGAGORS: BENNETT EDWARD
REGION CODE ADDRESS : 999 BLAIR AVEUE
01 CITY : SUNNYVALE
STATE/ZIP : CA 94087
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,816.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,862.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031185044 MORTGAGORS: WOOD FREDERICK
WOOD CHRIS
REGION CODE ADDRESS : 6711 ILEX COURT
01 CITY : NEW MARKET
STATE/ZIP : MD 21774
MORTGAGE AMOUNT : 233,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 233,234.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,593.57 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 78.91800
----------------------------------------------------------------
0 0031185051 MORTGAGORS: BOAT JOHN
BOAT LAURA
REGION CODE ADDRESS : 33 CORTEZ COURT
01 CITY : OAKLAND
STATE/ZIP : CA 94611
MORTGAGE AMOUNT : 281,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,791.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,990.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,422,850.00
P & I AMT: 10,031.18
UPB AMT: 1,421,203.52
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 101
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031185069 MORTGAGORS: WALSTON G
WALSTON BRENDA
REGION CODE ADDRESS : 207 COLMORE CIRCLE
01 CITY : LOOKOUT MOUNTAIN
STATE/ZIP : TN 37350
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,752.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,507.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 74.07400
----------------------------------------------------------------
0 0031185077 MORTGAGORS: HAINES REBECCA
REGION CODE ADDRESS : 33 TOLLRIDGE COURT
01 CITY : SAN MATEO
STATE/ZIP : CA 94402
MORTGAGE AMOUNT : 312,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 312,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,235.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031185093 MORTGAGORS: MCNAMARA THOMAS
MCNAMARA ANGELA
REGION CODE ADDRESS : 3430 NORTH RANDOLPH STREET
01 CITY : ARLINGTON
STATE/ZIP : VA 22207
MORTGAGE AMOUNT : 231,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 230,864.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,636.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031185101 MORTGAGORS: KEENAN DANIEL
REGION CODE ADDRESS : 1135 BELLVIEW ROAD
01 CITY : MCLEAN
STATE/ZIP : VA 22102
MORTGAGE AMOUNT : 552,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 551,157.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,812.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031185127 MORTGAGORS: LESAGE PIET
VANROBEAYS ANGELIQUE
REGION CODE ADDRESS : 2155 CHANDLER DRIVE
01 CITY : TUSTIN
STATE/ZIP : CA 92782
MORTGAGE AMOUNT : 415,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 414,382.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,901.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 73.32600
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,860,200.00
P & I AMT: 13,093.34
UPB AMT: 1,858,156.70
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 102
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031185143 MORTGAGORS: FOX WALTER
FOX LINDA
REGION CODE ADDRESS : 10 CRIMSOM KING TRAIL
01 CITY : FLEMINGTON
STATE/ZIP : NJ 08822
MORTGAGE AMOUNT : 296,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,657.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,435.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/17
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 76.07600
----------------------------------------------------------------
0 0031185168 MORTGAGORS: BLACK KARL
BLACK SUEANNA
REGION CODE ADDRESS : 8595 LARKSPUR LANE
01 CITY : GILROY
STATE/ZIP : CA 95020
MORTGAGE AMOUNT : 476,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 475,342.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,451.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 79.33300
----------------------------------------------------------------
0 0031185176 MORTGAGORS: KOSLOW STEPHEN
KOSLOW DONNA
REGION CODE ADDRESS : 5730 DIMES ROAD
01 CITY : ROCKVILLE
STATE/ZIP : MD 20855
MORTGAGE AMOUNT : 364,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 363,497.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,639.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031185192 MORTGAGORS: SCHWARTZ DOUGLAS
SCHWARTZ TAMMY
REGION CODE ADDRESS : 4001 EAST MISSION LANE
01 CITY : PHOENIX
STATE/ZIP : AZ 85028
MORTGAGE AMOUNT : 606,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 605,120.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,289.23 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 71.29400
----------------------------------------------------------------
0 0031185200 MORTGAGORS: EVANS DAVID
EVANS MICHELE
REGION CODE ADDRESS : 18805 NE 150TH COURT
01 CITY : WOODINVILLE
STATE/ZIP : WA 98072
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,620.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,783.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 67.10500
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,997,700.00
P & I AMT: 14,598.58
UPB AMT: 1,994,237.86
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 103
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031185218 MORTGAGORS: DRUEN JERRY
DRUEN JOLENE
REGION CODE ADDRESS : 4959 BOLLARD COURT
01 CITY : NAPLES
STATE/ZIP : FL 34112
MORTGAGE AMOUNT : 238,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,654.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,684.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 71.06600
----------------------------------------------------------------
0 0031185226 MORTGAGORS: PARRISH FRANK
REGION CODE ADDRESS : 1 SAN MARCO
01 CITY : ALISO VIEJO
STATE/ZIP : CA 92656
MORTGAGE AMOUNT : 176,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 175,774.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,322.23 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031185267 MORTGAGORS: TOTH KEVIN
TOTH DEBORAH
REGION CODE ADDRESS : 3475 SHAWNEE DRIVE
01 CITY : NORCO
STATE/ZIP : CA 91760
MORTGAGE AMOUNT : 155,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 155,789.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,116.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 79.98900
----------------------------------------------------------------
0 0031185275 MORTGAGORS: SIFFERMANN PATRICK
SIFFERMANN MARY
REGION CODE ADDRESS : 936 26TH STREET SOUTH
01 CITY : ARLINGTON
STATE/ZIP : VA 22202
MORTGAGE AMOUNT : 312,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 311,523.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,154.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031185283 MORTGAGORS: BALCH DAVID
BALCH S.
REGION CODE ADDRESS : 1825 NEEDHAM DRIVE
01 CITY : ELDERSBURG
STATE/ZIP : MD 21787
MORTGAGE AMOUNT : 231,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 230,738.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,576.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.99000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,113,000.00
P & I AMT: 7,855.09
UPB AMT: 1,111,481.20
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 104
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031185291 MORTGAGORS: SCOTT STANLEY
SCOTT CAROLYN
REGION CODE ADDRESS : 10734 WILLOW OAKS DRIVE
01 CITY : MITCHELLVILLE
STATE/ZIP : MD 20721
MORTGAGE AMOUNT : 227,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 227,177.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,629.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 89.21500
----------------------------------------------------------------
0 0031185333 MORTGAGORS: IMBIEROWICZ PAUL
IMBIEROWICZ KAREN
REGION CODE ADDRESS : 967 EAST KARVAL PLACE
01 CITY : SUPERIOR
STATE/ZIP : CO 80027
MORTGAGE AMOUNT : 220,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 219,688.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,576.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031185366 MORTGAGORS: BICKMORE BRYAN
REGION CODE ADDRESS : 14814 SE NORTHSHORE CIRCLE
01 CITY : VANCOUVER
STATE/ZIP : WA 98683
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 499,647.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,582.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 76.92300
----------------------------------------------------------------
0 0031185408 MORTGAGORS: SMIAL STEPHEN
SMIAL JEAN
REGION CODE ADDRESS : 11828 GONTRUM ROAD
01 CITY : KINGSVILLE
STATE/ZIP : MD 21087
MORTGAGE AMOUNT : 275,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,847.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,067.49 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 78.62800
----------------------------------------------------------------
0 0031185424 MORTGAGORS: BROWN JOAN
BROWN LORING
REGION CODE ADDRESS : 7853 FAIROAKS DRIVE
01 CITY : PLEASANTON
STATE/ZIP : CA 94588
MORTGAGE AMOUNT : 278,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,393.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,973.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,501,500.00
P & I AMT: 10,828.84
UPB AMT: 1,499,754.63
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 105
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031185432 MORTGAGORS: LEE GARY
REGION CODE ADDRESS : 950 NORTH MICHIGAN AVENUE #2403
01 CITY : CHICAGO
STATE/ZIP : IL 60611
MORTGAGE AMOUNT : 633,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 632,938.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,761.15 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031185457 MORTGAGORS: PAKSTYS CHRISTOPHER
PAKSTYS KIMBERLY
REGION CODE ADDRESS : 7623 HUNTMASTER LANE
01 CITY : MCLEAN
STATE/ZIP : VA 22102
MORTGAGE AMOUNT : 356,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 355,508.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,581.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031185473 MORTGAGORS: HOVENSTINE DOUGLAS
SEARS-HOVENSTINE CINDY
REGION CODE ADDRESS : 21281 LONGRIDGE DRIVE
01 CITY : TRABUCO CANYON
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 258,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,364.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,809.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 69.93200
----------------------------------------------------------------
0 0031185481 MORTGAGORS: WENNER RICHARD
WENNER JENNIFER
REGION CODE ADDRESS : 520 MCINTOSH TERRACE
01 CITY : BRENTWOOD
STATE/ZIP : CA 94513
MORTGAGE AMOUNT : 255,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,092.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,900.43 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 79.99600
----------------------------------------------------------------
0 0031185507 MORTGAGORS: SHUMATE JERRY
SHUMATE VICTORIA
REGION CODE ADDRESS : 9390 DURANGO LANE
01 CITY : GILROY
STATE/ZIP : CA 95020
MORTGAGE AMOUNT : 215,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 214,541.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,540.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 10/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 67.29200
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,719,450.00
P & I AMT: 12,592.34
UPB AMT: 1,716,446.07
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 106
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031185531 MORTGAGORS: PRECIADO CRECENCIO
PRECIADO ESTELA
REGION CODE ADDRESS : 24779 WOODACRE AVENUE
01 CITY : HAYWARD
STATE/ZIP : CA 94544
MORTGAGE AMOUNT : 138,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 138,026.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,026.87 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/27
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 79.98800
----------------------------------------------------------------
0 0031185556 MORTGAGORS: TONKIN ROSS
TONKIN SUSAN
REGION CODE ADDRESS : 6022 EAST COYOTE WASH DRIVE
01 CITY : CAVE CREEK
STATE/ZIP : AZ 85331
MORTGAGE AMOUNT : 234,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 234,084.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,719.94 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 88.78700
----------------------------------------------------------------
0 0031185572 MORTGAGORS: MARTIN MICHAEL
MARTIN WENDY
REGION CODE ADDRESS : 13390 GRINSTEAD COURT
01 CITY : WEST FRIENDSHIP
STATE/ZIP : MD 21784
MORTGAGE AMOUNT : 211,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 211,599.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,518.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 79.99200
----------------------------------------------------------------
0 0031185598 MORTGAGORS: MARTIN DONNIS
MARTIN KAREN
REGION CODE ADDRESS : 5016 SUNSET FAIRWAYS DRIVE
01 CITY : HOLLY SPRINGS
STATE/ZIP : NC 27540
MORTGAGE AMOUNT : 268,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,801.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,873.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031185614 MORTGAGORS: PROCTOR JEFFREY
PROCTOR VIVIAN
REGION CODE ADDRESS : 3312 CRANMORE CHASE
01 CITY : MARIETTA
STATE/ZIP : GA 30066
MORTGAGE AMOUNT : 269,550.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,349.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,884.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.99100
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,122,150.00
P & I AMT: 8,023.52
UPB AMT: 1,120,862.16
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 107
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031185630 MORTGAGORS: TRIBBLE ROY
TRIBBLE SARAH
REGION CODE ADDRESS : 1908 RIVERWOOD DRIVE
01 CITY : HIXSON
STATE/ZIP : TN 37343
MORTGAGE AMOUNT : 222,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 222,060.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,536.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 78.17200
----------------------------------------------------------------
0 0031185655 MORTGAGORS: POOL ROBERT
POOL VALERIE
REGION CODE ADDRESS : 12702 NE 238TH AVENUE
01 CITY : BRUSH PRAIRIE
STATE/ZIP : WA 98606
MORTGAGE AMOUNT : 261,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,806.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,824.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0031185671 MORTGAGORS: NOORIALA CYRUS
AHLEFELD NORMA
REGION CODE ADDRESS : 5 PALLAZO CIRCLE
01 CITY : FOOTHILL RANCH AREA
STATE/ZIP : CA 92610
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,628.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,811.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031185697 MORTGAGORS: MILLER JANET
REGION CODE ADDRESS : 8531 GREEN BRAES N.D.
01 CITY : INDIANAPOLIS
STATE/ZIP : IN 46234
MORTGAGE AMOUNT : 228,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 227,693.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,672.99 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
0 0031185713 MORTGAGORS: MARTINEZ ALBERTO
BELLO-MARTINEZ PATRICIA
REGION CODE ADDRESS : 2531 STRATFORD CIRCLE
01 CITY : EL DORADO HILLS
STATE/ZIP : CA 95762
MORTGAGE AMOUNT : 224,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 223,713.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,682.84 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,191,400.00
P & I AMT: 8,528.80
UPB AMT: 1,189,901.39
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 108
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031185770 MORTGAGORS: RYAN-LEIGH DEBORAH
REGION CODE ADDRESS : 215 WEST PALM AVENUE UNIT 107
01 CITY : EL SEGUNDO
STATE/ZIP : CA 90245
MORTGAGE AMOUNT : 126,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 126,316.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 895.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 250
LTV : 73.76000
----------------------------------------------------------------
0 0031185796 MORTGAGORS: FORKNER LARRY
FORKNER SHARON
REGION CODE ADDRESS : 3224 CRAZY HORSE DRIVE
01 CITY : SIMI VALLEY
STATE/ZIP : CA 93063
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,599.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,746.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031185804 MORTGAGORS: GRIEBE MARTIN
GRIEBE CAROLYN
REGION CODE ADDRESS : 2860 CHATEAU WAY
01 CITY : LAGUNA BEACH
STATE/ZIP : CA 92651
MORTGAGE AMOUNT : 336,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 335,536.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,436.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031185838 MORTGAGORS: HUMISTON MATTHEW
HUMISTON DIANE
REGION CODE ADDRESS : 117 CALLE DE SIRENAS
01 CITY : TORRSNVR
STATE/ZIP : CA 90277
MORTGAGE AMOUNT : 369,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 369,318.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,552.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031185846 MORTGAGORS: COOPER CANDACE
REGION CODE ADDRESS : 6726 SOUTH HOLT AVENUE
01 CITY : LOS ANGELES (AREA)
STATE/ZIP : CA 90056
MORTGAGE AMOUNT : 368,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 367,726.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,573.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,456,100.00
P & I AMT: 10,203.83
UPB AMT: 1,454,497.32
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 109
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031185853 MORTGAGORS: LI XUE ZHU
HUNG RITA YUK-CHING
REGION CODE ADDRESS : 26481 MARSALA WAY
01 CITY : MISSION VIEJO
STATE/ZIP : CA 92692
MORTGAGE AMOUNT : 299,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,954.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,990.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031185895 MORTGAGORS: FORD SAMUEL
FORD ANGELA
REGION CODE ADDRESS : 1034 SAGA STREET
01 CITY : GLENDORA
STATE/ZIP : CA 91741
MORTGAGE AMOUNT : 278,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,508.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,020.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 94.47400
----------------------------------------------------------------
0 0031185903 MORTGAGORS: SAKAMOTO DAVID
SAKAMOTO MAE
REGION CODE ADDRESS : 4860 ARIANO DRIVE
01 CITY : CYPRESS
STATE/ZIP : CA 90630
MORTGAGE AMOUNT : 313,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 313,284.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,273.10 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
0 0031185945 MORTGAGORS: PATE DAVID
PATE DEBORAH
REGION CODE ADDRESS : 2119 WILBANKS CIRCLE
01 CITY : HENDERSON
STATE/ZIP : NV 89012
MORTGAGE AMOUNT : 189,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 188,938.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,371.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 69.98500
----------------------------------------------------------------
0 0031185978 MORTGAGORS: OSTWALD MITCHELL
OSTWALD TERI
REGION CODE ADDRESS : 1745 HAGGIN GROVE WAY
01 CITY : CARMICHAEL
STATE/ZIP : CA 95608
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 400,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,865.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 64.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,480,600.00
P & I AMT: 10,521.95
UPB AMT: 1,479,685.90
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 110
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031185986 MORTGAGORS: O'BYRNE RAYMOND
O'BYRNE PATRICIA
REGION CODE ADDRESS : 47 MOUNTAIN AVENUE
01 CITY : WARREN
STATE/ZIP : NJ 07059
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,823.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,856.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031186059 MORTGAGORS: WILKINS RALPH
BLOOM WILKINS HARRIET
REGION CODE ADDRESS : 13712 CRISTALLINA WAY
01 CITY : TRUCKEE
STATE/ZIP : CA 96161
MORTGAGE AMOUNT : 252,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,817.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,783.64 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031186067 MORTGAGORS: FANDRICH MICKEY
FANDRICH NANCY
REGION CODE ADDRESS : 119 WOODSMOKE WAY
01 CITY : FOLSOM
STATE/ZIP : CA 95630
MORTGAGE AMOUNT : 321,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 321,367.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,276.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 78.82350
----------------------------------------------------------------
0 0031186083 MORTGAGORS: HUFNAGEL JAMES
HUFNAGEL VIRGINIA
REGION CODE ADDRESS : 2659 EAST CATTLE DRIVE
01 CITY : GILBERT
STATE/ZIP : AZ 85236
MORTGAGE AMOUNT : 260,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,461.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,844.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 94.99300
----------------------------------------------------------------
0 0031186091 MORTGAGORS: SCHULTZ RICHARD
REGION CODE ADDRESS : 5730 CORTE LIBRE
01 CITY : PLEASANTON
STATE/ZIP : CA 94566
MORTGAGE AMOUNT : 324,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 323,771.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,321.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 79.02430
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,414,250.00
P & I AMT: 10,082.12
UPB AMT: 1,413,241.34
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 111
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031186109 MORTGAGORS: TELLEZ FERNANDO
VILLEGAS TELLEZ MYRNA
REGION CODE ADDRESS : 552 WEST AVENUE 46
01 CITY : LOS ANGELES
STATE/ZIP : CA 90065
MORTGAGE AMOUNT : 266,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,816.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,928.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0031186133 MORTGAGORS: RUDOLPH BARRY
RUDOLPH LAUREL
REGION CODE ADDRESS : 15115 CENTER AVENUE
01 CITY : SAN MARTIN
STATE/ZIP : CA 95046
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 419,696.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,972.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031186158 MORTGAGORS: HANSTAD KEITH
HANSTAD RAE
REGION CODE ADDRESS : 1116 GOLDEN WEST AVENUE
01 CITY : OJAI
STATE/ZIP : CA 93023
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,773.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,978.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 76.31500
----------------------------------------------------------------
0 0031186190 MORTGAGORS: PRIME JAMES
MARSH-PRIME BETH
REGION CODE ADDRESS : 19 LA VISTA WAY
01 CITY : DANVILLE
STATE/ZIP : CA 94506
MORTGAGE AMOUNT : 368,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 367,733.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,604.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 70.09520
----------------------------------------------------------------
0 0031186216 MORTGAGORS: ANDERSON PETER
ANDERSON DEBRA
REGION CODE ADDRESS : 1001 WINDFIELD STREET
01 CITY : REDWOOD CITY
STATE/ZIP : CA 94065
MORTGAGE AMOUNT : 361,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 360,680.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,462.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.95260
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,705,000.00
P & I AMT: 11,947.06
UPB AMT: 1,703,701.21
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 112
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031186232 MORTGAGORS: ASSAD YOUANNESS
ASSAD AFAF
REGION CODE ADDRESS : 5609 AND 5611 EAST SEASIDE WALK
01 CITY : LONG BEACH
STATE/ZIP : CA 90803
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,740.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,447.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 66.66660
----------------------------------------------------------------
0 0031186240 MORTGAGORS: CHAN DERRICK
CHAN JENNY
REGION CODE ADDRESS : 275 SANTA ANA AVENUE
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94127
MORTGAGE AMOUNT : 338,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 338,342.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,338.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 76.12410
----------------------------------------------------------------
0 0031186257 MORTGAGORS: PATEL AKSHAI
PATEL RITA
REGION CODE ADDRESS : 65 TRISH COURT
01 CITY : DANVILLE
STATE/ZIP : CA 94526
MORTGAGE AMOUNT : 492,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 491,643.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,482.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031186273 MORTGAGORS: DEWITT ROBERT
DEWITT TERRIE
REGION CODE ADDRESS : 503 2ND STREET
01 CITY : HERMOSA BEACH
STATE/ZIP : CA 90254
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,568.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,989.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 78.47410
----------------------------------------------------------------
0 0031186281 MORTGAGORS: CHANDIOK RAKESH
CHANDIOK NEERA
REGION CODE ADDRESS : 11643 MAROON PEAK COURT
01 CITY : SAN DIEGO
STATE/ZIP : CA 92131
MORTGAGE AMOUNT : 230,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 230,170.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,571.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.99600
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,698,950.00
P & I AMT: 11,828.76
UPB AMT: 1,697,465.51
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 113
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031186331 MORTGAGORS: CLAZIE RONALD
CLAZIE CAROL
REGION CODE ADDRESS : 415 SANTA RITA AVENUE
01 CITY : MENLO PARK
STATE/ZIP : CA 94025
MORTGAGE AMOUNT : 465,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 464,637.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,172.12 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 44.28500
----------------------------------------------------------------
0 0031186620 MORTGAGORS: VRTIAK EMIL
REGION CODE ADDRESS : 42 SAN SEBASTIAN ROAD
01 CITY : SANTA FE
STATE/ZIP : NM 87505
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 375,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,817.26 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 73.52900
----------------------------------------------------------------
0 0031186794 MORTGAGORS: DENOGA LEANDRO
DENOGA ROSARIO
REGION CODE ADDRESS : 32700 AMETHYST WAY
01 CITY : UNION CITY
STATE/ZIP : CA 94587
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,756.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,210.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031186802 MORTGAGORS: FRENCH LARRY
FRENCH LILLIAN
REGION CODE ADDRESS : 1016 W SHARON ROAD
01 CITY : SANTA ANA
STATE/ZIP : CA 92706
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,814.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,811.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031186828 MORTGAGORS: GABIN STEPHEN
REGION CODE ADDRESS : 2950 OKEAN PLACE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90046
MORTGAGE AMOUNT : 388,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 387,732.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,813.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,804,000.00
P & I AMT: 12,824.77
UPB AMT: 1,802,941.46
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 114
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031186869 MORTGAGORS: TRIAS ALBERT
TRIAS JULITA
REGION CODE ADDRESS : 2181 CHAMPLAIN WAY
01 CITY : UNION CITY
STATE/ZIP : CA 94587
MORTGAGE AMOUNT : 303,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 302,775.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,118.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 77.74700
----------------------------------------------------------------
0 0031186877 MORTGAGORS: LEE ANDREW
REYES-LEE AILEEN
REGION CODE ADDRESS : 865 AARON PARK DRIVE
01 CITY : MILPITAS
STATE/ZIP : CA 95035
MORTGAGE AMOUNT : 348,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 347,735.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,403.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031186976 MORTGAGORS: QUATROCKY JOSEPH
QUATROCKY YVETTE
REGION CODE ADDRESS : 8190 E KALIL DRIVE
01 CITY : SCOTTSDALE
STATE/ZIP : AZ 85260
MORTGAGE AMOUNT : 453,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 453,453.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,369.08 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.12500 PRODUCT CODE : 250
LTV : 75.00000
----------------------------------------------------------------
0 0031187016 MORTGAGORS: SANDEFUR MARY
BARRON MICHAEL
REGION CODE ADDRESS : 1932 JEFFERSON STREET
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94123
MORTGAGE AMOUNT : 431,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 431,217.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,203.88 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.12500 PRODUCT CODE : 250
LTV : 79.90700
----------------------------------------------------------------
0 0031187081 MORTGAGORS: THOMPSON BRUCE
CASTILLO LYNNE
REGION CODE ADDRESS : 976 CARLISLE ROAD
01 CITY : WESTLAKE VILLAGE
STATE/ZIP : CA 91361
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 419,745.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,229.44 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.50000 PRODUCT CODE : 250
LTV : 70.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,956,250.00
P & I AMT: 14,324.58
UPB AMT: 1,954,926.81
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 115
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031187123 MORTGAGORS: PEDOOEM RAHIM
ELIASNIK FARIBA
REGION CODE ADDRESS : 224 SOUTH OAKHURST DRIVE
01 CITY : BEVERLY HILLS
STATE/ZIP : CA 90212
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 649,552.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,712.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 250
LTV : 69.51800
----------------------------------------------------------------
0 0031187131 MORTGAGORS: BAKSHI CHIRAG
BAKSHI SHEPHALI
REGION CODE ADDRESS : 1187 STARLING RIDGE COURT
01 CITY : SAN JOSE
STATE/ZIP : CA 95120
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 499,664.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,668.82 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 250
LTV : 71.97600
----------------------------------------------------------------
0 0031187149 MORTGAGORS: BOHN JOHN
REGION CODE ADDRESS : 539 SOUTH HELBERTA AVENUE
01 CITY : REDONDO BEACH
STATE/ZIP : CA 90277
MORTGAGE AMOUNT : 545,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 544,884.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,000.85 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 250
LTV : 75.00000
----------------------------------------------------------------
0 0031187180 MORTGAGORS: KRAMER PHILIP
KRAMER KERRY
REGION CODE ADDRESS : 24909 PASEO DEL RANCHO
01 CITY : CALABASAS
STATE/ZIP : CA 91302
MORTGAGE AMOUNT : 516,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 516,170.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,880.29 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.25000 PRODUCT CODE : 250
LTV : 79.99000
----------------------------------------------------------------
0 0031187198 MORTGAGORS: WEISZ JAMES
WEISZ TERI
REGION CODE ADDRESS : 25666 NOTTINGHAM COURT
01 CITY : LAGUNA HILLS
STATE/ZIP : CA 92653
MORTGAGE AMOUNT : 428,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 427,720.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,177.89 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.12500 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,639,750.00
P & I AMT: 19,440.80
UPB AMT: 2,637,992.02
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 116
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031187214 MORTGAGORS: ELLISON GEORGE
ELLISON DONNA
REGION CODE ADDRESS : 86 STAGECOACH ROAD
01 CITY : NORTH ANDOVER
STATE/ZIP : MA 01845
MORTGAGE AMOUNT : 342,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 342,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,450.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 67.58800
----------------------------------------------------------------
0 0031187222 MORTGAGORS: GREENE DWAYNE
REGION CODE ADDRESS : 5232 WILDMARSH DRIVE
01 CITY : RALEIGH
STATE/ZIP : NC 27613
MORTGAGE AMOUNT : 413,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 413,070.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,107.24 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 8.25000 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------
0 0031187230 MORTGAGORS: MCNERNEY RICHARD
MCNERNEY ARLEEN
REGION CODE ADDRESS : 30600 NORTH PIMA ROAD
01 CITY : SCOTTSDALE
STATE/ZIP : AZ 85262
MORTGAGE AMOUNT : 493,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 493,500.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,796.89 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.50000 PRODUCT CODE : 250
LTV : 77.15600
----------------------------------------------------------------
0 0031187255 MORTGAGORS: WHITE GARY
REGION CODE ADDRESS : 99 GLEN DRIVE
01 CITY : SAUSALITO
STATE/ZIP : CA 94965
MORTGAGE AMOUNT : 470,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 469,700.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,530.95 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.25000 PRODUCT CODE : 250
LTV : 78.33300
----------------------------------------------------------------
0 0031187289 MORTGAGORS: WASSEL THEODORE
REGION CODE ADDRESS : 917 CIGNO COURT
01 CITY : CARLSBAD
STATE/ZIP : CA 92007
MORTGAGE AMOUNT : 369,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 368,719.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,548.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.98700
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,088,400.00
P & I AMT: 15,433.80
UPB AMT: 2,086,991.09
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 117
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031187297 MORTGAGORS: KVALVIK ROLF
KVALVIK ISABEL
REGION CODE ADDRESS : 579 PINR CREEK ROAD
01 CITY : WALNUT CREEK
STATE/ZIP : CA 94598
MORTGAGE AMOUNT : 435,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 434,692.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,116.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 250
LTV : 79.09000
----------------------------------------------------------------
0 0031187321 MORTGAGORS: SCANLON LAWRENCE
SCANLON MARGARET
REGION CODE ADDRESS : 1108 DUKE STREET
01 CITY : ALEXANDRIA
STATE/ZIP : VA 22314
MORTGAGE AMOUNT : 257,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,801.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031187339 MORTGAGORS: GIRGIS SADDEK
GIRGIS NAHED
REGION CODE ADDRESS : 6805 LIVINGSTON DRIVE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92648
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 649,585.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,883.23 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.25000 PRODUCT CODE : 250
LTV : 79.28500
----------------------------------------------------------------
0 0031187347 MORTGAGORS: LIEN YU
LIEN CHI
REGION CODE ADDRESS : 539 BUNKER LANE
01 CITY : PLEASANTON
STATE/ZIP : CA 94566
MORTGAGE AMOUNT : 416,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 415,178.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,088.79 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/27
CURRENT INT RATE: 8.12500 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------
0 0031187370 MORTGAGORS: WYANT THOMAS
WYANT VINCENTA
REGION CODE ADDRESS : 13682 SARATOGA VISTA AVENUE
01 CITY : SARATOGA
STATE/ZIP : CA 95070
MORTGAGE AMOUNT : 525,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 524,656.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,898.11 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.12500 PRODUCT CODE : 250
LTV : 70.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,283,600.00
P & I AMT: 16,787.70
UPB AMT: 2,281,713.18
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 118
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031187396 MORTGAGORS: PETERSON STELLA
REGION CODE ADDRESS : 8313 COMSTOCK AVENUE
01 CITY : WHITTIER
STATE/ZIP : CA 90602
MORTGAGE AMOUNT : 92,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 92,687.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 680.57 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0031187438 MORTGAGORS: SUN POLIN
SUN YA-IN
REGION CODE ADDRESS : 167 WOODCLIFF BLVD.
01 CITY : MORGANVILLE
STATE/ZIP : NJ 07751
MORTGAGE AMOUNT : 272,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,700.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,953.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0031187628 MORTGAGORS: CHERNOW MARLENE
REGION CODE ADDRESS : 1142 CLAYTON STREET
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94117
MORTGAGE AMOUNT : 460,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 460,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,177.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031187677 MORTGAGORS: CHIANG HSI-CHAU
REGION CODE ADDRESS : 3380 BEAUMONT SQUARE
01 CITY : MOUNTAIN VIEW
STATE/ZIP : CA 94040
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,753.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,406.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 49.63500
----------------------------------------------------------------
0 0031187792 MORTGAGORS: NORDHEIM SHARON
NORDHEIM BOBBY
REGION CODE ADDRESS : 6831 PRESIDO DRIVE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92648
MORTGAGE AMOUNT : 384,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 384,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,784.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,549,450.00
P & I AMT: 11,002.11
UPB AMT: 1,549,141.68
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 119
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031187875 MORTGAGORS: VALENTINE CATHERINE
REGION CODE ADDRESS : 5327 SILVER GARDEN WAY
01 CITY : SAN JOSE
STATE/ZIP : CA 95138
MORTGAGE AMOUNT : 356,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 356,528.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,464.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031187925 MORTGAGORS: TRAN ANDY
TRAN TAMMY
REGION CODE ADDRESS : 773 HAMILTON AVENUE
01 CITY : MILPITAS
STATE/ZIP : CA 95035
MORTGAGE AMOUNT : 247,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,838.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,833.97 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 79.67740
----------------------------------------------------------------
0 0031188006 MORTGAGORS: HAMMEL BRUCE
DIETHELM ELLEN
REGION CODE ADDRESS : 4990 MONACO DRIVE
01 CITY : PLEASANTON
STATE/ZIP : CA 94588
MORTGAGE AMOUNT : 440,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 439,681.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,114.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 78.57140
----------------------------------------------------------------
0 0031188030 MORTGAGORS: KEARNS MICHAEL
KEARNS GERALDINE
REGION CODE ADDRESS : 2199 GLANCY COURT
01 CITY : CARMICHAEL
STATE/ZIP : CA 95608
MORTGAGE AMOUNT : 392,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 391,709.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,740.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 77.62300
----------------------------------------------------------------
0 0031188386 MORTGAGORS: KEADY DAVID
YEH JUDY
REGION CODE ADDRESS : 1801 DOVER COURT
01 CITY : ARLINGTON HEIGHTS
STATE/ZIP : IL 60004
MORTGAGE AMOUNT : 331,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 331,700.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,262.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 89.98900
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,767,500.00
P & I AMT: 12,416.29
UPB AMT: 1,766,457.55
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 120
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031188394 MORTGAGORS: SOLAT NORMAN
SOLAT LEAH
REGION CODE ADDRESS : 2131 BEACH VILLAGE COURT #202
01 CITY : ANNAPOLIS
STATE/ZIP : MD 21403
MORTGAGE AMOUNT : 276,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,810.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,001.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031188444 MORTGAGORS: GREENSPAN BRUCE
GREENSPAN HEATHER
REGION CODE ADDRESS : 6155 WHITETAIL DRIVE
01 CITY : COOPERSBURG
STATE/ZIP : PA 18036
MORTGAGE AMOUNT : 248,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,648.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,776.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 79.48700
----------------------------------------------------------------
0 0031188477 MORTGAGORS: KONERSMANN SCOTT
KONERSMANN BESS
REGION CODE ADDRESS : 23300 N E 19TH DRIVE
01 CITY : REDMOND
STATE/ZIP : WA 98053
MORTGAGE AMOUNT : 256,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,450.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,793.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 89.99800
----------------------------------------------------------------
0 0031188485 MORTGAGORS: MEGDAL PETER
MEGDAL LORI
REGION CODE ADDRESS : 198 HIGH STREET
01 CITY : ACTON
STATE/ZIP : MA 01720
MORTGAGE AMOUNT : 281,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 281,006.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,038.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031188535 MORTGAGORS: EDWARDS CLIFFORD
OBERLE-EDWARDS LOREE
REGION CODE ADDRESS : 4048 SIOUX AVENUE
01 CITY : SAN DIEGO
STATE/ZIP : CA 92117
MORTGAGE AMOUNT : 264,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,851.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,326,450.00
P & I AMT: 9,461.45
UPB AMT: 1,325,715.35
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 121
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031188568 MORTGAGORS: GLASGOW STUART
REGION CODE ADDRESS : 420 AIRSTREAM COURT
01 CITY : SCOTTS VALLEY
STATE/ZIP : CA 95066
MORTGAGE AMOUNT : 234,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 234,312.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,579.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.93891
----------------------------------------------------------------
0 0031188592 MORTGAGORS: DULISSE BRIAN
MAHON BARBARA
REGION CODE ADDRESS : 297 SUNSET ROAD
01 CITY : SKILLMAN
STATE/ZIP : NJ 08558
MORTGAGE AMOUNT : 230,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 229,967.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,751.21 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 10/01/27
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031188709 MORTGAGORS: ALPERSTEIN KEVIN
ALPERSTEIN ILENE
REGION CODE ADDRESS : 5741 TENNEYSON DRIVE
01 CITY : AGOURA HILLS
STATE/ZIP : CA 91301
MORTGAGE AMOUNT : 412,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 411,686.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,845.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031188717 MORTGAGORS: HOOPER DAVID
MERZ JANET
REGION CODE ADDRESS : 4711 AMANDA PLACE
01 CITY : PLEASANTON
STATE/ZIP : CA 94566
MORTGAGE AMOUNT : 491,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 491,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,517.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 75.19100
----------------------------------------------------------------
0 0031188766 MORTGAGORS: PENFIELD JOHN
PENFIELD MARGARET
REGION CODE ADDRESS : 1978 CAMPELL AVE
01 CITY : THOUSAND OAKS
STATE/ZIP : CA 91360
MORTGAGE AMOUNT : 235,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 234,838.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,703.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 64.38350
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,602,900.00
P & I AMT: 11,398.17
UPB AMT: 1,601,804.61
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 122
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031188774 MORTGAGORS: BAER CHRISTOPHER
REGION CODE ADDRESS : 631 SOUTH MARIPOSA STREET
01 CITY : BURBANK
STATE/ZIP : CA 91506
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,575.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,740.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031188790 MORTGAGORS: GARZA DANIEL
GARZA ROSALINDA
REGION CODE ADDRESS : 2064 W 235TH STREET
01 CITY : TORRANCE
STATE/ZIP : CA 90501
MORTGAGE AMOUNT : 221,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 220,831.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,526.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 54.56700
----------------------------------------------------------------
0 0031188824 MORTGAGORS: LONDON GARY
LONDON PATRICIA
REGION CODE ADDRESS : 2321 MALCOLM AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90064
MORTGAGE AMOUNT : 397,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 397,219.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,847.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031188832 MORTGAGORS: SHANLEY KEVIN
SHANLEY ANGIE
REGION CODE ADDRESS : 4827 DAUNTLESS WAY
01 CITY : FAIR OAKS
STATE/ZIP : CA 95628
MORTGAGE AMOUNT : 254,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,115.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,799.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 79.99600
----------------------------------------------------------------
0 0031188857 MORTGAGORS: BEVAN JAMES
BEVAN KATHY
REGION CODE ADDRESS : 14930 FARWELL AVNUE
01 CITY : SARATOGA
STATE/ZIP : CA 95070
MORTGAGE AMOUNT : 418,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 418,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,922.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 59.29000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,530,800.00
P & I AMT: 10,836.95
UPB AMT: 1,529,742.23
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 123
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031188865 MORTGAGORS: OBECK CARL
REGION CODE ADDRESS : 78 REDWOOD AVE
01 CITY : SAN ANSELMO
STATE/ZIP : CA 94960
MORTGAGE AMOUNT : 294,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,281.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,059.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
0 0031188899 MORTGAGORS: BICKEL KYLE
REGION CODE ADDRESS : 1115 WESTERN AVENUE
01 CITY : MILL VALLEY
STATE/ZIP : CA 94941
MORTGAGE AMOUNT : 380,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 379,731.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,722.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031188915 MORTGAGORS: FINNEGAN RICHARD
FINNEGAN CHANTAL
REGION CODE ADDRESS : 169 CARIBE ISLE
01 CITY : NOVATO
STATE/ZIP : CA 94949
MORTGAGE AMOUNT : 283,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,789.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,978.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.71800
----------------------------------------------------------------
0 0031188923 MORTGAGORS: BIVENS LOREN
HENDRIKZ CONSTANTIA
REGION CODE ADDRESS : 1543 RAMBLING ROAD
01 CITY : SIMI VALLEY
STATE/ZIP : CA 93065
MORTGAGE AMOUNT : 286,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 286,471.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,178.75 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 94.99500
----------------------------------------------------------------
0 0031188931 MORTGAGORS: GALLIANI RICHARD
GALLIANI MONIQUE
REGION CODE ADDRESS : 733 ASHTON OAKS WAY
01 CITY : SAN JOSE
STATE/ZIP : CA 95138
MORTGAGE AMOUNT : 305,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 305,461.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,085.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.99800
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,549,850.00
P & I AMT: 11,024.50
UPB AMT: 1,548,736.57
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 124
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031188949 MORTGAGORS: JONES GARDNER
JONES ANDREA
REGION CODE ADDRESS : 703 AVENIDA BERNARDO
01 CITY : SAN DIMAS
STATE/ZIP : CA 91773
MORTGAGE AMOUNT : 304,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 303,785.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,177.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031188956 MORTGAGORS: ANDRE THOMAS
ANDRE GRETA
REGION CODE ADDRESS : 3820 LANDFAIR ROAD
01 CITY : PASADENA
STATE/ZIP : CA 91107
MORTGAGE AMOUNT : 245,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,831.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,776.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 71.01400
----------------------------------------------------------------
0 0031188964 MORTGAGORS: RILEY TIMOTHY
RILEY SHIRLEY
REGION CODE ADDRESS : 12894 WAR HORSE STREET
01 CITY : SAN DIEGO
STATE/ZIP : CA 92129
MORTGAGE AMOUNT : 232,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 232,593.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,707.84 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
0 0031188972 MORTGAGORS: DE ROSIS EDWARD
DE ROSIS WENDY
REGION CODE ADDRESS : 42 RHINESTONE TERRACE
01 CITY : SAN RAFAEL
STATE/ZIP : CA 94903
MORTGAGE AMOUNT : 343,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 342,757.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,457.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 55.32200
----------------------------------------------------------------
0 0031188980 MORTGAGORS: BENTON TERRELL
BENTON MARY
REGION CODE ADDRESS : 716 CHANNING DRIVE NW
01 CITY : ATLANTA
STATE/ZIP : GA 30318
MORTGAGE AMOUNT : 249,375.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,185.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,722.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,374,125.00
P & I AMT: 9,841.82
UPB AMT: 1,373,153.82
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 125
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031188998 MORTGAGORS: CHITKARA RAMAN
CHITKARA SABINA
REGION CODE ADDRESS : 3900 WOODSIDE TERRACE
01 CITY : FREMONT
STATE/ZIP : CA 94539
MORTGAGE AMOUNT : 635,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 634,551.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,549.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 69.70300
----------------------------------------------------------------
0 0031189012 MORTGAGORS: ANDERSON RICHARD
ANDERSON NANCY
REGION CODE ADDRESS : 13926 BRUYERE COURT
01 CITY : SAN DIEGO
STATE/ZIP : CA 92129
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,803.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,925.20 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031189020 MORTGAGORS: WIDEMAN OSCAR
WIDEMAN PAMELA
REGION CODE ADDRESS : 2024 MARION DRIVE
01 CITY : WARRENTON
STATE/ZIP : OR 97146
MORTGAGE AMOUNT : 365,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 364,742.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,614.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 66.36300
----------------------------------------------------------------
0 0031189038 MORTGAGORS: LEE RICHARD
PARK-LEE UNYONG
REGION CODE ADDRESS : 32772 ARTISTRY LOOP
01 CITY : UNION CITY
STATE/ZIP : CA 94587
MORTGAGE AMOUNT : 268,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 268,450.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,878.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.99700
----------------------------------------------------------------
0 0031189046 MORTGAGORS: KOURAMAJIAN VRAM
KOURAMAJIAN ROSE
REGION CODE ADDRESS : 5051 PORTILLO VALLEY DRIVE
01 CITY : SAN RAMON
STATE/ZIP : CA 94583
MORTGAGE AMOUNT : 324,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 323,777.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,349.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 78.83200
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,864,650.00
P & I AMT: 13,316.98
UPB AMT: 1,863,324.99
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 126
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031189061 MORTGAGORS: FELICIANO PETER
FELICIANO MARIA
REGION CODE ADDRESS : 1116 CERISE AVENUE
01 CITY : TORRANCE
STATE/ZIP : CA 90503
MORTGAGE AMOUNT : 263,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,459.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,866.10 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 89.98200
----------------------------------------------------------------
0 0031189079 MORTGAGORS: TAYLOR W.
TAYLOR LAVINA
REGION CODE ADDRESS : 26112 NORTH TWAIN PLACE
01 CITY : STEVENSON RANCH AREA
STATE/ZIP : CA 91381
MORTGAGE AMOUNT : 275,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,410.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,998.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 79.99200
----------------------------------------------------------------
0 0031189087 MORTGAGORS: WILVANG GORDON
WILVANG LINDA
REGION CODE ADDRESS : 713 LOMA VISTA STREET
01 CITY : EL SEGUNDO
STATE/ZIP : CA 90245
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 359,739.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,548.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 78.26000
----------------------------------------------------------------
0 0031189236 MORTGAGORS: BROWN MATTHEW
POND KIRSTEN
REGION CODE ADDRESS : 2731 N. MAGNOLIA
01 CITY : CHICAGO
STATE/ZIP : IL 60614
MORTGAGE AMOUNT : 456,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 456,750.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,193.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0031189434 MORTGAGORS: MARSHALL STEVEN
MARSHALL VICKI
REGION CODE ADDRESS : 6304 S SICILY WAY
01 CITY : AURORA
STATE/ZIP : CO 80016
MORTGAGE AMOUNT : 252,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,100.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,762.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.98400
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,608,100.00
P & I AMT: 11,368.85
UPB AMT: 1,607,458.95
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 127
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031189483 MORTGAGORS: DUNCAN JAMES
PIERCE PATRICIA
REGION CODE ADDRESS : 2031 BERSHIRE AVENUE
01 CITY : SOUTH PASADENA
STATE/ZIP : CA 91030
MORTGAGE AMOUNT : 282,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 281,800.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,020.28 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 74.21052
----------------------------------------------------------------
0 0031189533 MORTGAGORS: WONG THOMAS
WONG KAREN
REGION CODE ADDRESS : 1222 KOLLE AVENUE
01 CITY : SOUTH PASADENA
STATE/ZIP : CA 91030
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,807.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,817.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 53.60800
----------------------------------------------------------------
0 0031189558 MORTGAGORS: PFAHLER ERIK
PFAHLER ELLEN
REGION CODE ADDRESS : 12806 LOUISE AVENUE
01 CITY : GRANADA HILLS
STATE/ZIP : CA 91344
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,810.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,783.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.93700
----------------------------------------------------------------
0 0031189582 MORTGAGORS: PATEL NARESH
PATEL ANJALI
REGION CODE ADDRESS : 2715 HIDDEN HILLS WAY
01 CITY : CORONA
STATE/ZIP : CA 91720
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,803.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,596.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031189889 MORTGAGORS: TEICHMANN THOMAS
TEICHMANN HELOISE
REGION CODE ADDRESS : 18792 GREGORY LANE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92646
MORTGAGE AMOUNT : 326,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 325,875.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,364.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 83.61500
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,363,100.00
P & I AMT: 9,582.42
UPB AMT: 1,362,097.60
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 128
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031190069 MORTGAGORS: IWATA PHILIP
IWATA KAY
REGION CODE ADDRESS : 32466 MONTEREY DR
01 CITY : UNION CITY
STATE/ZIP : CA 94587
MORTGAGE AMOUNT : 338,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 337,761.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,421.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 79.71600
----------------------------------------------------------------
0 0031190085 MORTGAGORS: BURNS KEVIN
REGION CODE ADDRESS : 36 WILDWOOD AVENUE
01 CITY : SAN CARLOS
STATE/ZIP : CA 94070
MORTGAGE AMOUNT : 249,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,414.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,745.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031190119 MORTGAGORS: ZARATE JAIME
ZARATE ROSE
REGION CODE ADDRESS : 13365 RONNIE WAY
01 CITY : SARATOGA
STATE/ZIP : CA 95070
MORTGAGE AMOUNT : 327,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 326,769.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,342.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 52.74100
----------------------------------------------------------------
0 0031190275 MORTGAGORS: SAMEL JONATHAN
SAMEL ELLEN
REGION CODE ADDRESS : 1700 TUCKERSTOWN ROAD
01 CITY : DRESHER
STATE/ZIP : PA 19025
MORTGAGE AMOUNT : 295,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,781.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,062.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 76.62300
----------------------------------------------------------------
0 0031190606 MORTGAGORS: ALLEN BRIAN
ALLEN LINDA
REGION CODE ADDRESS : 36382 PAXSON ROAD
01 CITY : PURCELLVILLE
STATE/ZIP : VA 20132
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,030.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 78.87300
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,489,600.00
P & I AMT: 10,602.25
UPB AMT: 1,488,726.48
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 129
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031190655 MORTGAGORS: DEGROOT SIMON
DEGROOT JEAN
REGION CODE ADDRESS : 5621 3RD STREET
01 CITY : ARLINGTON
STATE/ZIP : VA 22204
MORTGAGE AMOUNT : 284,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,034.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031190705 MORTGAGORS: BROPHY PAUL
REILLY MARY
REGION CODE ADDRESS : 4504 ALPINE ROSE BEND
01 CITY : ELLICOTT CITY
STATE/ZIP : MD 21042
MORTGAGE AMOUNT : 257,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,900.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,869.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 79.35300
----------------------------------------------------------------
0 0031190721 MORTGAGORS: PHARR MARK
PHARR ALLYSON
REGION CODE ADDRESS : 3919 COLERIDGE
01 CITY : HOUSTON
STATE/ZIP : TX 77005
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,756.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,210.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031190754 MORTGAGORS: GREGSON ROSS
GREGSON BERNIE
REGION CODE ADDRESS : 3333 BUCKHEAD DRIVE
01 CITY : VESTAVIA HILLS
STATE/ZIP : AL 35216
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,995.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 76.92300
----------------------------------------------------------------
0 0031190838 MORTGAGORS: NIKLAS DONALD
NIKLAS KIMBERLY
REGION CODE ADDRESS : 1468 KENSINGTON DRIVE
01 CITY : FULLERTON
STATE/ZIP : CA 92831
MORTGAGE AMOUNT : 268,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 268,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,828.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 77.68100
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,429,900.00
P & I AMT: 9,938.87
UPB AMT: 1,429,656.51
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 130
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031191109 MORTGAGORS: CHONG AUDIE
CHONG VIOLETA
REGION CODE ADDRESS : 55 BARBOUR PLACE
01 CITY : PISCATAWAY
STATE/ZIP : NJ 08854
MORTGAGE AMOUNT : 253,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,750.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 89.98200
----------------------------------------------------------------
0 0031191117 MORTGAGORS: DE LA TORRE DANIEL
DE LA TORRE M.
REGION CODE ADDRESS : 4955 PHILLIPS BOULEVARD
01 CITY : ONTARIO
STATE/ZIP : CA 91762
MORTGAGE AMOUNT : 258,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,798.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,760.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 86.00000
----------------------------------------------------------------
0 0031191281 MORTGAGORS: ROBERTS CARLA
REGION CODE ADDRESS : 1980 BORDEAUX COURT
01 CITY : WHEELING
STATE/ZIP : IL 60090
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,809.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,726.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 74.39600
----------------------------------------------------------------
0 0031191364 MORTGAGORS: LANGE WILLIAM
REGION CODE ADDRESS : 21360 CLAPPERTOWN
01 CITY : ASHBURN
STATE/ZIP : VA 20147
MORTGAGE AMOUNT : 252,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,849.09 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031191430 MORTGAGORS: BARRY KEVIN
BARRY SHEILA
REGION CODE ADDRESS : 56 CRICKET LANE
01 CITY : NORTH ANDOVER
STATE/ZIP : MA 01845
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,819.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,769.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 63.77500
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,263,400.00
P & I AMT: 8,855.45
UPB AMT: 1,262,827.57
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 131
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031191604 MORTGAGORS: SMITH DEBRA
SIMON RICHARD
REGION CODE ADDRESS : 10437 ADDISON STREET
01 CITY : LOS ANGELES
STATE/ZIP : CA 91601
MORTGAGE AMOUNT : 257,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,144.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,867.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 79.23000
----------------------------------------------------------------
0 0031191620 MORTGAGORS: PORTH JAMES
PORTH LAURA
REGION CODE ADDRESS : 152 ROOSEVELT AVENUE
01 CITY : VENTURA
STATE/ZIP : CA 93004
MORTGAGE AMOUNT : 314,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 314,072.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,224.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 78.57500
----------------------------------------------------------------
0 0031191638 MORTGAGORS: FEDORCHAK EDWARD
FEDORCHAK JEANNE
REGION CODE ADDRESS : 3916 MILTON
01 CITY : HOUSTON
STATE/ZIP : TX 77005
MORTGAGE AMOUNT : 299,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,977.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,092.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031191687 MORTGAGORS: VOSS KEITH
HARVEY DIANE
REGION CODE ADDRESS : 122 NEW ST
01 CITY : NEW HOPE
STATE/ZIP : PA 18938
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,797.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,773.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031191729 MORTGAGORS: GABALY MICHAEL
GABALY LAURA
REGION CODE ADDRESS : 3422 LIVINGSTON DRIVE
01 CITY : JEFFERSON
STATE/ZIP : MD 21755
MORTGAGE AMOUNT : 229,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 229,433.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,625.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,360,600.00
P & I AMT: 9,582.46
UPB AMT: 1,359,425.89
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 132
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031191927 MORTGAGORS: SPENCER MICHAEL
SPENCER BARBARA
REGION CODE ADDRESS : 5560 RUDY DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95124
MORTGAGE AMOUNT : 230,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 229,837.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,647.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 73.60000
----------------------------------------------------------------
0 0031192065 MORTGAGORS: NGUYEN LISA
REGION CODE ADDRESS : 2386 UNION STREET
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94123
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,816.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,862.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 79.99700
----------------------------------------------------------------
0 0031192073 MORTGAGORS: GALPIN JEFFREY
REGION CODE ADDRESS : 25916 MARSDEN COURT
01 CITY : CALABASAS AREA
STATE/ZIP : CA 91302
MORTGAGE AMOUNT : 599,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 598,777.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,292.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031192115 MORTGAGORS: JONES JOHN
JONES KRISTIN
REGION CODE ADDRESS : 32 OLYMPIC OAKS DRIVE
01 CITY : LAFAYETTE
STATE/ZIP : CA 94549
MORTGAGE AMOUNT : 432,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 432,087.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,060.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031192149 MORTGAGORS: CRANEY DAVID
WONG-CRANEY JUDY
REGION CODE ADDRESS : 101 LAWRENCE ROAD
01 CITY : ALAMEDA
STATE/ZIP : CA 94502
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,799.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,887.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,791,600.00
P & I AMT: 12,751.54
UPB AMT: 1,790,317.92
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 133
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031192727 MORTGAGORS: SMITH TERRENCE
SMITH ROBERTA
REGION CODE ADDRESS : 10702 ELLIES COURT
01 CITY : FAIRFAX STATION
STATE/ZIP : VA 22039
MORTGAGE AMOUNT : 525,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 524,620.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,715.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 77.50900
----------------------------------------------------------------
0 0031192982 MORTGAGORS: WAKSHUL ANDREW
WAKSHUL SUSAN
REGION CODE ADDRESS : 6516 FOLDED LEAF SQUARE
01 CITY : COLUMBIA
STATE/ZIP : MD 21044
MORTGAGE AMOUNT : 274,879.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,469.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,922.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 74.43500
----------------------------------------------------------------
0 0031192990 MORTGAGORS: BELL DOUGLAS
REGION CODE ADDRESS : 3344 GOVERNOR HOWARD DRIVE
01 CITY : ELLICOTT CITY
STATE/ZIP : MD 21043
MORTGAGE AMOUNT : 277,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 276,887.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,938.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.24200
----------------------------------------------------------------
0 0031193006 MORTGAGORS: DELUCA MARK
DELUCA MARY
REGION CODE ADDRESS : 6500 FOLDED LEAF SQUARE
01 CITY : COLUMBIA
STATE/ZIP : MD 21044
MORTGAGE AMOUNT : 244,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,095.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,730.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 79.98900
----------------------------------------------------------------
0 0031193014 MORTGAGORS: CHALECKI MARK
LAMONTE MARIAN
REGION CODE ADDRESS : 3300 GOVERNOR HOWARD DRIVE
01 CITY : ELLICOTT CITY
STATE/ZIP : MD 21043
MORTGAGE AMOUNT : 273,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 273,312.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,960.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 94.98200
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,595,329.00
P & I AMT: 11,267.88
UPB AMT: 1,593,384.25
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 134
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031193022 MORTGAGORS: HAUGHTON ROBERT
HAUGHTON DINETA
REGION CODE ADDRESS : 5601 SILK TREE DRIVE
01 CITY : RIVERDALE
STATE/ZIP : MD 20737
MORTGAGE AMOUNT : 256,550.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,373.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,860.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 94.99910
----------------------------------------------------------------
0 0031193030 MORTGAGORS: STONER JEFFREY
STONER JEANNE
REGION CODE ADDRESS : 5120 BARCROFT DRIVE
01 CITY : BARRINGTON
STATE/ZIP : IL 60010
MORTGAGE AMOUNT : 253,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,258.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,860.83 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031193253 MORTGAGORS: HUMPHREY VICTORIA
REGION CODE ADDRESS : 6 PROPRIETOR LANE
01 CITY : WHITEHOUSE STATION
STATE/ZIP : NJ 08889
MORTGAGE AMOUNT : 408,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 407,689.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,817.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031193261 MORTGAGORS: DOREMUS MATTHEW
DOREMUS BONNIE
REGION CODE ADDRESS : 12 NELSON WAY
01 CITY : WILMINGTON
STATE/ZIP : MA 01887
MORTGAGE AMOUNT : 307,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 307,582.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,205.12 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0031193295 MORTGAGORS: BIGGS JAMES
BIGGS MARUE
REGION CODE ADDRESS : 4206 NORTH 11TH STREET
01 CITY : ARLINGTON
STATE/ZIP : VA 22207
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,786.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,247.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 68.84500
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,535,950.00
P & I AMT: 10,991.79
UPB AMT: 1,534,690.95
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 135
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031193394 MORTGAGORS: BAND BRIAN
BAND SHARI
REGION CODE ADDRESS : 130 FAIRVIEW AVENUE
01 CITY : BOULDER CREEK
STATE/ZIP : CA 95006
MORTGAGE AMOUNT : 152,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 151,892.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,088.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031193402 MORTGAGORS: KOVACS ATTLIA
KOVACS KAREN
REGION CODE ADDRESS : 840 SEMINOLE WAY
01 CITY : REDWOOD CITY
STATE/ZIP : CA 94062
MORTGAGE AMOUNT : 436,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 435,676.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,048.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031193428 MORTGAGORS: MAEVSKY NICHOLAS
MAEVSKY ERIN
REGION CODE ADDRESS : 1122 KORNBLUM AVENUE
01 CITY : TORRANCE
STATE/ZIP : CA 90503
MORTGAGE AMOUNT : 247,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,816.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,727.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.67700
----------------------------------------------------------------
0 0031193436 MORTGAGORS: LEE RUSSELL
LEE HOLLY
REGION CODE ADDRESS : 4163 CASA GRANDE COURT
01 CITY : SAN JOSE
STATE/ZIP : CA 95118
MORTGAGE AMOUNT : 248,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,824.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,776.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 76.30700
----------------------------------------------------------------
0 0031193451 MORTGAGORS: HARRINGTON AMY
REGION CODE ADDRESS : 1736 THURBER PLACE
01 CITY : BURBANK
STATE/ZIP : CA 91501
MORTGAGE AMOUNT : 238,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,827.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,684.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,321,000.00
P & I AMT: 9,325.84
UPB AMT: 1,320,038.54
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 136
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031193469 MORTGAGORS: O'SULLIVAN JOHN
WHITE ROYLEEN
REGION CODE ADDRESS : 7 BRISTLECONE
01 CITY : IRVINE
STATE/ZIP : CA 92620
MORTGAGE AMOUNT : 272,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,102.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,927.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 79.99600
----------------------------------------------------------------
0 0031193485 MORTGAGORS: KOTLOVKER DEBBI
REGION CODE ADDRESS : 76 BUENA VISTA AVENUE
01 CITY : MILL VALLEY
STATE/ZIP : CA 94941
MORTGAGE AMOUNT : 346,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 346,255.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,482.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 66.31500
----------------------------------------------------------------
0 0031193501 MORTGAGORS: JONES GARY
CHANG JOANNA
REGION CODE ADDRESS : 1341 STONEY CREEK DRIVE
01 CITY : SAN RAMON
STATE/ZIP : CA 94583
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,794.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,864.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 72.97200
----------------------------------------------------------------
0 0031193519 MORTGAGORS: GORDON CRAIG
GORDON KIMBERLY
REGION CODE ADDRESS : 1845 PORT ASHLEY PLACE
01 CITY : NEWPORT BEACH
STATE/ZIP : CA 92660
MORTGAGE AMOUNT : 516,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 515,617.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,607.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031193675 MORTGAGORS: HOAGLAND RODRICK
HOAGLAND KAY
REGION CODE ADDRESS : 6526 GRAYSTONE MEADOW CIRCLE
01 CITY : SAN JOSE
STATE/ZIP : CA 95120
MORTGAGE AMOUNT : 425,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 424,700.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,044.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 70.24790
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,829,800.00
P & I AMT: 12,927.21
UPB AMT: 1,828,470.01
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 137
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031193683 MORTGAGORS: STROHBEHN ERIC
STROHBEHN FELICITE
REGION CODE ADDRESS : 26022 CLOVER ROAD
01 CITY : HAYWARD
STATE/ZIP : CA 94542
MORTGAGE AMOUNT : 292,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 291,777.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,016.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031193691 MORTGAGORS: SEKOU DIALLO
SEKOU ADORIA
REGION CODE ADDRESS : 3520 VISTA VERDE DRIVE
01 CITY : MITCHELLVILLE
STATE/ZIP : MD 20721
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,832.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,900.79 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 83.93400
----------------------------------------------------------------
0 0031193816 MORTGAGORS: CORKERY KEVIN
DINGERSON ANN
REGION CODE ADDRESS : 62 DRIFTWOOD CIRCLE
01 CITY : PACIFICA
STATE/ZIP : CA 94044
MORTGAGE AMOUNT : 278,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,783.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,896.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 70.37900
----------------------------------------------------------------
0 0031193907 MORTGAGORS: SULLIVAN MARK
SULLIVAN BARBARA
REGION CODE ADDRESS : 984 SHADYBROOK DRIVE
01 CITY : CONCORD
STATE/ZIP : CA 94521
MORTGAGE AMOUNT : 312,380.00 OPTION TO CONVERT :
UNPAID BALANCE : 312,159.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,237.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 79.99800
----------------------------------------------------------------
0 0031194152 MORTGAGORS: MONARCH MICHAEL
MONARCH JULENE
REGION CODE ADDRESS : 32 ROSY FINCH LANE
01 CITY : ALISO VIEJO (AREA)
STATE/ZIP : CA 92656
MORTGAGE AMOUNT : 229,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 229,338.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,644.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 85.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,367,880.00
P & I AMT: 9,696.11
UPB AMT: 1,366,891.03
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 138
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031194160 MORTGAGORS: KLOSSON KAY
REGION CODE ADDRESS : 3117 GRAPEVINE LANE
01 CITY : PLANO
STATE/ZIP : TX 75074
MORTGAGE AMOUNT : 58,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 58,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 419.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 250
LTV : 75.00000
----------------------------------------------------------------
0 0031194251 MORTGAGORS: SANFILIPPO KIRK
REGION CODE ADDRESS : 105 ESTRADA DRIVE
01 CITY : MOUNTAIN VIEW
STATE/ZIP : CA 94043
MORTGAGE AMOUNT : 355,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 354,736.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,482.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.95495
----------------------------------------------------------------
0 0031194293 MORTGAGORS: KIM PETER
KIM INHUI
REGION CODE ADDRESS : 8504 WISPY BRANCH COURT
01 CITY : LAUREL
STATE/ZIP : MD 20723
MORTGAGE AMOUNT : 245,550.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,358.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,675.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 94.98400
----------------------------------------------------------------
0 0031194335 MORTGAGORS: WHITTIER STEPHEN
WHITTIER CLAIRE
REGION CODE ADDRESS : 98 SUDBURY STREET
01 CITY : MARLBORO
STATE/ZIP : MA 01752
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,820.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,826.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 68.00000
----------------------------------------------------------------
0 0031194434 MORTGAGORS: PETTINGILL PHILLIP
PETTINGILL GRACIELA
REGION CODE ADDRESS : 1053 THORNHILL DRIVE
01 CITY : GRANITE BAY
STATE/ZIP : CA 95746
MORTGAGE AMOUNT : 281,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 281,380.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,921.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,195,650.00
P & I AMT: 8,324.28
UPB AMT: 1,194,795.32
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 139
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031194459 MORTGAGORS: SAITOWITZ KEVIN
SAITOWITZ SHARON
REGION CODE ADDRESS : 230 SANTA ANA AVENUE
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94127
MORTGAGE AMOUNT : 438,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 438,440.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,143.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031194475 MORTGAGORS: WOLFE MICHAEL
WOLFE HOLLY
REGION CODE ADDRESS : 7027 ROCKROSE TERRACE
01 CITY : CARLSBAD
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,794.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,864.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 61.36300
----------------------------------------------------------------
0 0031194491 MORTGAGORS: CRUM JASON
CRUM KERRY
REGION CODE ADDRESS : 2938 MAINSTONE DRIVE
01 CITY : FAIRFAX
STATE/ZIP : VA 22031
MORTGAGE AMOUNT : 188,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 187,450.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,330.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031194541 MORTGAGORS: CLEVENGER RONALD
CLEVENGER ANGELA
REGION CODE ADDRESS : 19601 COUNTRY HAVEN
01 CITY : SANTA ANA (AREA)
STATE/ZIP : CA 92705
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,805.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,970.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 77.46400
----------------------------------------------------------------
0 0031194590 MORTGAGORS: WINDSOR DAVID
HOCHBERG ALAN
REGION CODE ADDRESS : 4232 KLUMP AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 91602
MORTGAGE AMOUNT : 267,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 266,796.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,844.10 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 73.15000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,438,750.00
P & I AMT: 10,152.96
UPB AMT: 1,437,288.16
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 140
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031194632 MORTGAGORS: ORCUTT DAVID
ORCUTT TAMARA
REGION CODE ADDRESS : 735 LOS PINOS AVENUE
01 CITY : MILPITAS
STATE/ZIP : CA 95035
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,797.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,981.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 62.92130
----------------------------------------------------------------
0 0031194731 MORTGAGORS: ROESSLER J.
HAP GERIANNE
REGION CODE ADDRESS : 8570 BLUEFIN CIRCLE
01 CITY : INDIANAPOLIS
STATE/ZIP : IN 46236
MORTGAGE AMOUNT : 420,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 419,988.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,938.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 76.41800
----------------------------------------------------------------
0 0031195357 MORTGAGORS: STAIMER MARC
BLUM ALISA
REGION CODE ADDRESS : 10580 SW 161ST COURT
01 CITY : BEAVERTON
STATE/ZIP : OR 97007
MORTGAGE AMOUNT : 242,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 241,824.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,712.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031195365 MORTGAGORS: CHANG PIN-HSIEN
HSU HUI-CHUN
REGION CODE ADDRESS : 6200 119TH PLACE SE
01 CITY : BELLEVUE
STATE/ZIP : WA 98006
MORTGAGE AMOUNT : 224,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 223,666.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,566.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 69.44200
----------------------------------------------------------------
0 0031195381 MORTGAGORS: CUMMINGS GEOFFRY
CUMMINGS ANNE
REGION CODE ADDRESS : 301 LIONS HEART GLEN ROAD
01 CITY : GLEN BURNIE
STATE/ZIP : MD 21061
MORTGAGE AMOUNT : 144,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 143,824.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,107.24 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,310,300.00
P & I AMT: 9,306.97
UPB AMT: 1,309,101.65
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 141
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031195399 MORTGAGORS: WATTS ROLONDA
REGION CODE ADDRESS : 6010 GRACIOSA DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90068
MORTGAGE AMOUNT : 368,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 367,733.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,604.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031195407 MORTGAGORS: SCHAAF RICHARD
BALZER SCHAAF KRISTY
REGION CODE ADDRESS : 22205 52ND AVENUE
01 CITY : BOTHEL
STATE/ZIP : WA 98012
MORTGAGE AMOUNT : 308,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 308,614.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,133.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031195423 MORTGAGORS: VARON KENNETH
VARON BARBARA
REGION CODE ADDRESS : 2928 VIA ALVARADO
01 CITY : PALOS VERDES ESTATES
STATE/ZIP : CA 90274
MORTGAGE AMOUNT : 480,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 479,661.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,438.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 78.68800
----------------------------------------------------------------
0 0031195449 MORTGAGORS: YAMANE STANLEY
GRAHAM DIANE
REGION CODE ADDRESS : 199 BELVUE DRIVE
01 CITY : LOS GATOS
STATE/ZIP : CA 95032
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 314,760.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,175.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 61.16500
----------------------------------------------------------------
0 0031195506 MORTGAGORS: KANE DAVID
FURLAN DEBORAH
REGION CODE ADDRESS : 4724 1/2 FOREMAN AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 91602
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,797.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,981.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,751,850.00
P & I AMT: 12,334.06
UPB AMT: 1,750,567.52
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 142
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031195548 MORTGAGORS: MILLER MARC
MILLER MADONNA
REGION CODE ADDRESS : 8501 HOWELL ROAD
01 CITY : BETHESDA
STATE/ZIP : MD 20817
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,838.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,761.04 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------
0 0031195563 MORTGAGORS: LOCICERO JAMES
LOCICERO LYNNEE
REGION CODE ADDRESS : 149 PERSIMMON DRIVE
01 CITY : COLLEGEVILLE
STATE/ZIP : PA 19426
MORTGAGE AMOUNT : 246,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,834.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,805.06 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 94.84600
----------------------------------------------------------------
0 0031195720 MORTGAGORS: JOHAN PAUL
JOHAN CATHERINE
REGION CODE ADDRESS : 3018 W. HARBOR VIEW AVE.
01 CITY : TAMPA
STATE/ZIP : FL 33611
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,637.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,834.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031195761 MORTGAGORS: LOPEZ CARLOS
LOPEZ SHIRLEY
REGION CODE ADDRESS : 7721 SW 177 STREET
01 CITY : MIAMI
STATE/ZIP : FL 33157
MORTGAGE AMOUNT : 345,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 345,098.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,446.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031195860 MORTGAGORS: ZOMERFELD RAYMOND
ZOMERFELD JOSIE
REGION CODE ADDRESS : 7700 SW 109 STREET
01 CITY : MIAMI
STATE/ZIP : FL 33156
MORTGAGE AMOUNT : 266,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,632.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,928.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,353,600.00
P & I AMT: 9,774.94
UPB AMT: 1,352,042.18
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 143
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031195951 MORTGAGORS: MURPHY PETER
REGION CODE ADDRESS : 9800 S.W. 85 AVENUE
01 CITY : MIAMI
STATE/ZIP : FL 33156
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,516.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,537.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 84.33700
----------------------------------------------------------------
0 0031196389 MORTGAGORS: VATH JOEL
VATH WANDA
REGION CODE ADDRESS : 31371 CAMINO SANCHO
01 CITY : SAN JUAN CAPISTRANO
STATE/ZIP : CA 92675
MORTGAGE AMOUNT : 393,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 393,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,918.02 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 74.85700
----------------------------------------------------------------
0 0031196439 MORTGAGORS: LAMB TOM
LAMB SARA
REGION CODE ADDRESS : 3131 WRANGLER RD
01 CITY : SAN RAMON
STATE/ZIP : CA 94583
MORTGAGE AMOUNT : 320,760.00 OPTION TO CONVERT :
UNPAID BALANCE : 320,317.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,325.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031196538 MORTGAGORS: KENWORTHY TIM
REGION CODE ADDRESS : 3085 LEDYARD WAY
01 CITY : APTOS
STATE/ZIP : CA 95003
MORTGAGE AMOUNT : 240,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 240,612.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,642.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031196645 MORTGAGORS: GOSHTIGIAN PATRICK
REGION CODE ADDRESS : 700 ESPLANADE # 28
01 CITY : REDONDO BEACH
STATE/ZIP : CA 90277
MORTGAGE AMOUNT : 202,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 201,857.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,447.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,506,560.00
P & I AMT: 10,871.32
UPB AMT: 1,505,303.35
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 144
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031196660 MORTGAGORS: MCGRATH GREGORY
MCGRATH JANA
REGION CODE ADDRESS : 1324 SEACREST DRIVE
01 CITY : CORONA DEL MAR (AREA)
STATE/ZIP : CA 92625
MORTGAGE AMOUNT : 430,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 429,688.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,043.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 76.10600
----------------------------------------------------------------
0 0031196694 MORTGAGORS: ROSE RONALD
ROSE TERESA
REGION CODE ADDRESS : 23512 FLOWING MIST
01 CITY : SAN ANTONIO
STATE/ZIP : TX 78258
MORTGAGE AMOUNT : 238,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 238,627.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,690.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 89.99000
----------------------------------------------------------------
0 0031196744 MORTGAGORS: MARTINEZ URBAN
MARTINEZ LAURA
REGION CODE ADDRESS : 9611 KINGS MILL LANE
01 CITY : LONE TREE
STATE/ZIP : CO 80124
MORTGAGE AMOUNT : 229,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 229,433.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,625.10 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 74.15600
----------------------------------------------------------------
0 0031196769 MORTGAGORS: IFLAND GARY
IFLAND CHERENE
REGION CODE ADDRESS : 448 SILVERWOOD DRIVE
01 CITY : SCOTTS VALLEY
STATE/ZIP : CA 95066
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 399,687.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,728.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 76.89500
----------------------------------------------------------------
0 0031196777 MORTGAGORS: SMITH AMY
SMITH STUART
REGION CODE ADDRESS : 1014 WINDFIELD STREET
01 CITY : REDWOOD CITY
STATE/ZIP : CA 94065
MORTGAGE AMOUNT : 396,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 395,863.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,803.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 89.99100
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,694,550.00
P & I AMT: 11,891.47
UPB AMT: 1,693,300.99
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 145
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031196785 MORTGAGORS: LEE RAYMOND
LEE LINDA
REGION CODE ADDRESS : 2009 GOSSAMER AVENUE
01 CITY : REDWOOD CITY
STATE/ZIP : CA 94065
MORTGAGE AMOUNT : 326,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 326,375.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,313.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 79.99900
----------------------------------------------------------------
0 0031196793 MORTGAGORS: GULER GREGORY
GULER KATHLEEN
REGION CODE ADDRESS : 581 WINNCASTLE COURT
01 CITY : SIMI VALLEY
STATE/ZIP : CA 93065
MORTGAGE AMOUNT : 318,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 318,436.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,257.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 79.99000
----------------------------------------------------------------
0 0031196801 MORTGAGORS: HOLT KEN
BRUCE DONNA
REGION CODE ADDRESS : 480 SILVERWOOD DRIVE
01 CITY : SCOTTS VALLEY
STATE/ZIP : CA 95066
MORTGAGE AMOUNT : 365,550.00 OPTION TO CONVERT :
UNPAID BALANCE : 365,278.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,555.98 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.99000
----------------------------------------------------------------
0 0031196827 MORTGAGORS: KOCHE ROBERT
KOCHE WENDY
REGION CODE ADDRESS : 472 SILVERWOOD DRIVE
01 CITY : SCOTTS VALLEY
STATE/ZIP : CA 95066
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,506.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,406.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 72.88400
----------------------------------------------------------------
0 0031196850 MORTGAGORS: KENNY ANDREW
KENNY CAROLYN
REGION CODE ADDRESS : 457 SILVERWOOD DRIVE
01 CITY : SCOTTS VALLEY
STATE/ZIP : CA 95066
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 399,433.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,865.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 89.14000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,751,300.00
P & I AMT: 12,398.72
UPB AMT: 1,749,030.78
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 146
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031196892 MORTGAGORS: SINGER JONATHAN
MATIS TANYA
REGION CODE ADDRESS : 2017 GROSSAMER AVENUE
01 CITY : REDWOOD CITY
STATE/ZIP : CA 94065
MORTGAGE AMOUNT : 295,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,591.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,119.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 79.99700
----------------------------------------------------------------
0 0031196918 MORTGAGORS: JABARA AMER
FONG CHERYL
REGION CODE ADDRESS : 10391 PRATHER LANE
01 CITY : TUSTIN
STATE/ZIP : CA 92782
MORTGAGE AMOUNT : 263,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,654.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,844.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.98700
----------------------------------------------------------------
0 0031196967 MORTGAGORS: BARRETT JOHN
BARRETT ELENA
REGION CODE ADDRESS : 1847 PORT TAGGERT PLACE
01 CITY : NEWPORT BEACH
STATE/ZIP : CA 92660
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 499,619.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,453.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.36500
----------------------------------------------------------------
0 0031196991 MORTGAGORS: ABEDI MARJAN
REGION CODE ADDRESS : 10822 OHIO AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90024
MORTGAGE AMOUNT : 339,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,372.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,491.86 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 70.02000
----------------------------------------------------------------
0 0031197072 MORTGAGORS: OLIVE CRAIG
OLIVE LISA
REGION CODE ADDRESS : 3711 STONE ROW LANE
01 CITY : ROHRERSVILLE
STATE/ZIP : MD 21779
MORTGAGE AMOUNT : 150,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 150,494.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,106.52 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 10/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,550,050.00
P & I AMT: 11,015.79
UPB AMT: 1,548,731.50
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 147
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031197098 MORTGAGORS: SCHAFER RONALD
SCHAFER JUDITH
REGION CODE ADDRESS : 14111 PROCTOR VALLEY ROAD
01 CITY : JAMUL
STATE/ZIP : CA 91935
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 359,752.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,610.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031197114 MORTGAGORS: FURGO JAMES
FURGO MARISKA
REGION CODE ADDRESS : 23041 TIAGUA
01 CITY : MISSION VIEJO
STATE/ZIP : CA 92692
MORTGAGE AMOUNT : 344,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 343,751.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,434.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031197122 MORTGAGORS: PATEL JAYANT
PATEL USHA
REGION CODE ADDRESS : 104 OAK KNOLL LANE
01 CITY : BRADBURY
STATE/ZIP : CA 91010
MORTGAGE AMOUNT : 552,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 552,359.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,959.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031197130 MORTGAGORS: ROMANIEC RICHARD
REGION CODE ADDRESS : 8848 CANARY AVENUE
01 CITY : FOUNTAIN VALLEY
STATE/ZIP : CA 92708
MORTGAGE AMOUNT : 249,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,800.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,677.56 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 65.01305
----------------------------------------------------------------
0 0031197155 MORTGAGORS: LUBOW ADAM
REGION CODE ADDRESS : 852 BONITA AVENUE
01 CITY : PLEASANTON
STATE/ZIP : CA 94566
MORTGAGE AMOUNT : 245,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,918.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,713.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,750,850.00
P & I AMT: 12,396.38
UPB AMT: 1,749,582.11
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 148
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031197163 MORTGAGORS: MAY MARK
MAY TAMMIE
REGION CODE ADDRESS : 6341 SNOWBERRY COURT
01 CITY : GILROY
STATE/ZIP : CA 95020
MORTGAGE AMOUNT : 277,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 276,989.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,914.56 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 94.99494
----------------------------------------------------------------
0 0031197171 MORTGAGORS: CONSTANTIN MIHAI
CONSTANTIN CAROL
REGION CODE ADDRESS : 14 KARA EAST
01 CITY : IRVINE
STATE/ZIP : CA 92620
MORTGAGE AMOUNT : 265,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,407.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,879.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031197189 MORTGAGORS: REAM DENISE
REGION CODE ADDRESS : 42 HUGO STREET UNIT #42
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94122
MORTGAGE AMOUNT : 228,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 227,839.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,633.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031197205 MORTGAGORS: BAILEY RICHARD
BAILEY PATRICIA
REGION CODE ADDRESS : 1127 BETHANY DRIVE
01 CITY : SCOTTS VALLEY
STATE/ZIP : CA 95066
MORTGAGE AMOUNT : 329,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 328,755.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,300.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 75.28600
----------------------------------------------------------------
0 0031197213 MORTGAGORS: SCHIFFERLI WILLIAM
REGION CODE ADDRESS : 15 SAINT PIERRE
01 CITY : DOVE CANYON
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,816.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,862.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,359,800.00
P & I AMT: 9,590.97
UPB AMT: 1,358,808.25
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 149
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031197577 MORTGAGORS: NEALE CHRISTOPHER
NEALE IRENE
REGION CODE ADDRESS : 4901 WARM SPRINGS ROAD
01 CITY : GLEN ELLEN
STATE/ZIP : CA 95442
MORTGAGE AMOUNT : 337,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 337,261.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,417.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031197692 MORTGAGORS: BLAKE MURIEL
LARKIN JOHN
REGION CODE ADDRESS : 403 CARROLL CANAL
01 CITY : VENICE
STATE/ZIP : CA 90291
MORTGAGE AMOUNT : 286,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 286,192.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,027.12 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031197767 MORTGAGORS: LILLY DENNIS
REGION CODE ADDRESS : 2712 SYLVAN AVENUE
01 CITY : MODESTO
STATE/ZIP : CA 95350
MORTGAGE AMOUNT : 85,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 85,450.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 687.55 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 9.00000 PRODUCT CODE : 250
LTV : 89.99200
----------------------------------------------------------------
0 0031197809 MORTGAGORS: DUFF JAMES
DUFF JUDY
REGION CODE ADDRESS : 331 PALM BOULEVARD
01 CITY : WESTON
STATE/ZIP : FL 33326
MORTGAGE AMOUNT : 241,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 241,900.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,691.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 78.79400
----------------------------------------------------------------
0 0031198245 MORTGAGORS: THRASHER KIM
THRASHER DEBORAH
REGION CODE ADDRESS : 43019 OHLSON RIDGE CT.
01 CITY : PARKER
STATE/ZIP : CO 80138
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 315,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,148.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 74.11700
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,266,250.00
P & I AMT: 8,972.82
UPB AMT: 1,265,804.51
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 150
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031198484 MORTGAGORS: ACKERSON THOMAS
REGION CODE ADDRESS : 3 SHINNECOCK ROAD
01 CITY : HAMPTON BAYS
STATE/ZIP : NY 11946
MORTGAGE AMOUNT : 80,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 80,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 580.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------
0 0031198567 MORTGAGORS: GLYNN WILLIAM
LOMBROSO ANNA
REGION CODE ADDRESS : 22 MEADOWBROOK ROAD
01 CITY : SHERBORN
STATE/ZIP : MA 01770
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,789.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,841.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 54.00000
----------------------------------------------------------------
0 0031198591 MORTGAGORS: JAZDZEWSKI CHARLES
JAZDZEWSKI KRISTIN
REGION CODE ADDRESS : 4460 ESTA LANE
01 CITY : SOQUEL
STATE/ZIP : CA 95076
MORTGAGE AMOUNT : 307,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 306,977.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,174.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031198625 MORTGAGORS: HEACOX THOMAS
HEACOX PATRICIA
REGION CODE ADDRESS : 3770 19TH STREET
01 CITY : SACRAMENTO
STATE/ZIP : CA 95818
MORTGAGE AMOUNT : 332,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 331,771.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,407.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031198682 MORTGAGORS: LUNSK ARTHUR
LUNSK KAREN
REGION CODE ADDRESS : 3691 PIRATE CIRCLE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92649
MORTGAGE AMOUNT : 370,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 369,725.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,587.10 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 63.79300
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,359,200.00
P & I AMT: 9,590.62
UPB AMT: 1,358,263.94
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 151
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031198716 MORTGAGORS: HENNA DALLAS
HENNA DAISY
REGION CODE ADDRESS : 9700 GLENWAY COURT
01 CITY : BURKE
STATE/ZIP : VA 22015
MORTGAGE AMOUNT : 183,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 182,664.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,296.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 09/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031198740 MORTGAGORS: LYM KEVIN
LYM MAXINE
REGION CODE ADDRESS : 108 HUDSON BAY
01 CITY : ALAMEDA
STATE/ZIP : CA 94502
MORTGAGE AMOUNT : 293,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,777.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,023.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 78.55200
----------------------------------------------------------------
0 0031198757 MORTGAGORS: WHITE TREVOR
WHITE MIHARU
REGION CODE ADDRESS : 977 SHADYBROOK DRIVE
01 CITY : CONCORD
STATE/ZIP : CA 94521
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,766.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,465.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 78.66200
----------------------------------------------------------------
0 0031198765 MORTGAGORS: SAPP B
SAPP ANNE
REGION CODE ADDRESS : 357 TENNESSEE AVENUE
01 CITY : MILL VALLEY
STATE/ZIP : CA 94941
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,810.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,993.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 77.03000
----------------------------------------------------------------
0 0031198773 MORTGAGORS: LUU D
LUU VINH
REGION CODE ADDRESS : 35 REICHERT COURT
01 CITY : NOVATO
STATE/ZIP : CA 94945
MORTGAGE AMOUNT : 251,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,413.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,759.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 71.88500
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,342,800.00
P & I AMT: 9,538.76
UPB AMT: 1,341,431.62
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 152
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031198831 MORTGAGORS: HU JUN
HE XIAOQING
REGION CODE ADDRESS : 1 ROYAL FOREST COURT
01 CITY : SILVER SPRINGS
STATE/ZIP : MD 20905
MORTGAGE AMOUNT : 251,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,908.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,734.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.99300
----------------------------------------------------------------
0 0031198849 MORTGAGORS: JOHNSON LESLIE
JOHNSON STEPHEN
REGION CODE ADDRESS : 51 CLORINDA AVENUE
01 CITY : SAN RAFAEL
STATE/ZIP : CA 94901
MORTGAGE AMOUNT : 296,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,262.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,997.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 49.45700
----------------------------------------------------------------
0 0031198856 MORTGAGORS: CAREY TAMARA
REGION CODE ADDRESS : 23307 SE 254TH STREET
01 CITY : MAPLE VALLEY
STATE/ZIP : WA 98038
MORTGAGE AMOUNT : 229,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 229,190.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,683.99 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 87.42800
----------------------------------------------------------------
0 0031198898 MORTGAGORS: SEEBASS SCOTT
BUNNETT MARY
REGION CODE ADDRESS : 125 PANORAMIC WAY
01 CITY : BERKELEY
STATE/ZIP : CA 94704
MORTGAGE AMOUNT : 520,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 520,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,552.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031198922 MORTGAGORS: AZURIN JOSE
AZURIN CHRISTINE
REGION CODE ADDRESS : 2220 EVERGREEN SPRINGS DRIVE
01 CITY : DIAMOND BAR
STATE/ZIP : CA 91765
MORTGAGE AMOUNT : 142,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 142,299.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,020.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,440,300.00
P & I AMT: 9,988.81
UPB AMT: 1,439,462.30
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 153
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031198955 MORTGAGORS: ANSTEY MARY
REGION CODE ADDRESS : 960 PARROTT DRIVE
01 CITY : HILLSBOROUGH
STATE/ZIP : CA 94010
MORTGAGE AMOUNT : 605,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 604,516.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,076.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 57.34590
----------------------------------------------------------------
0 0031198963 MORTGAGORS: WEISSBERG CALEB
WEISSBERG SHARON
REGION CODE ADDRESS : 9132 HILLSBORO DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90034
MORTGAGE AMOUNT : 440,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 440,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,076.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031198989 MORTGAGORS: FINOCCHIARO MICHAEL
FINOCCHIARO DARLENE
REGION CODE ADDRESS : 660 LAGUNA ROAD
01 CITY : PASADENA
STATE/ZIP : CA 91105
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,782.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,123.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 55.55500
----------------------------------------------------------------
0 0031199003 MORTGAGORS: SMOLIN STAN
SMOLIN ELAINE
REGION CODE ADDRESS : 5715 EAST CORSO DINAPOLI
01 CITY : LONG BEACH
STATE/ZIP : CA 90803
MORTGAGE AMOUNT : 645,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 644,521.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,509.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 58.63600
----------------------------------------------------------------
0 0031199060 MORTGAGORS: SHURTZ STEVEN
SHURTZ DEBBIE
REGION CODE ADDRESS : 874 PATRICIA WAY
01 CITY : SAN RAFAEL
STATE/ZIP : CA 94903
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,792.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,957.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,270,000.00
P & I AMT: 15,743.67
UPB AMT: 2,268,612.56
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 154
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031199078 MORTGAGORS: SANDNER MARK
SANDNER RITA
REGION CODE ADDRESS : 621 COUNTRY WAY
01 CITY : SCITUATE
STATE/ZIP : MA 02360
MORTGAGE AMOUNT : 271,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,003.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,919.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031199128 MORTGAGORS: OWEN ROBERT
OWEN MARY
REGION CODE ADDRESS : 418 SCOFIELD LANE
01 CITY : EAST GOSHEN TOWNSHIP
STATE/ZIP : PA 19380
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,823.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,791.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 71.42800
----------------------------------------------------------------
0 0031199151 MORTGAGORS: MAURO STEVEN
MAURO LUCINDA
REGION CODE ADDRESS : 6 PALMER PLACE
01 CITY : SWEDESBORO
STATE/ZIP : NJ 08085
MORTGAGE AMOUNT : 232,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 232,527.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,627.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 93.08000
----------------------------------------------------------------
0 0031199177 MORTGAGORS: DEVARENNE CLAUDE
KICENIK ALEXANDRA
REGION CODE ADDRESS : 325 BAILEY AVENUE
01 CITY : PETALUMA
STATE/ZIP : CA 94952
MORTGAGE AMOUNT : 214,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 214,448.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,537.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 79.77600
----------------------------------------------------------------
0 0031199185 MORTGAGORS: MORP WILLIAM
VAN SETERS KAREN
REGION CODE ADDRESS : 1147 DEBBIE HILL ROAD
01 CITY : COTATI
STATE/ZIP : CA 94931
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,774.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,292.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,288,500.00
P & I AMT: 9,167.60
UPB AMT: 1,287,577.24
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 155
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031199219 MORTGAGORS: ULRICH MARVIN
REGION CODE ADDRESS : 235 NORTH EAST CAPITOL BLVD
01 CITY : SALT LAKE CITY
STATE/ZIP : UT 84103
MORTGAGE AMOUNT : 475,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 474,310.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,362.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 85.21700
----------------------------------------------------------------
0 0031199235 MORTGAGORS: DOWERS GLENN
DOWERS HARRIET
REGION CODE ADDRESS : 1707 NW LACAMAS DRIVE
01 CITY : CAMAS
STATE/ZIP : WA 98607
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,814.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,748.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 55.55500
----------------------------------------------------------------
0 0031199243 MORTGAGORS: DITLEVSON RICHARD
DITLEVSON MARALYN
REGION CODE ADDRESS : 1313 E BAY DRIVE NE
01 CITY : OLYMPIA
STATE/ZIP : WA 98506
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,816.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,862.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031199383 MORTGAGORS: NGO BILL
NGO LINDA
REGION CODE ADDRESS : 195 EASTMOOR AVENUE
01 CITY : DALY CITY
STATE/ZIP : CA 94015
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 329,761.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,335.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 76.74418
----------------------------------------------------------------
0 0031199391 MORTGAGORS: HOLTZMAN STEVEN
REGION CODE ADDRESS : 25 ROAN PLACE
01 CITY : WOODSIDE
STATE/ZIP : CA 94062
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 499,647.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,582.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 50.25125
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,815,000.00
P & I AMT: 12,890.51
UPB AMT: 1,813,349.47
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 156
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031199433 MORTGAGORS: MCMILLAN CRAIG
MCMILLAN MARJORIE
REGION CODE ADDRESS : 2 ROLLING BROOK
01 CITY : IRVINE
STATE/ZIP : CA 92612
MORTGAGE AMOUNT : 416,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 415,683.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,873.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031199458 MORTGAGORS: FARHAT FARZAD
REGION CODE ADDRESS : 4 TROUVILLE
01 CITY : NEWPORT COAST (AREA)
STATE/ZIP : CA 92657
MORTGAGE AMOUNT : 366,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 365,748.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,653.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 75.93300
----------------------------------------------------------------
0 0031199474 MORTGAGORS: KROEGEL CHARLES
KROEGEL DAWN
REGION CODE ADDRESS : 1613 STONEHENGE WAY
01 CITY : PETALUMA
STATE/ZIP : CA 94954
MORTGAGE AMOUNT : 284,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,804.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,059.20 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031199482 MORTGAGORS: LI-SEVILLA LORETTA
REGION CODE ADDRESS : 978 AMSTUTZ DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95129
MORTGAGE AMOUNT : 289,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,390.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,049.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 77.02120
----------------------------------------------------------------
0 0031199623 MORTGAGORS: COHEN JEFFREY
COHEN ROBIN
REGION CODE ADDRESS : 24041 SWALLOWTAIL DRIVE
01 CITY : LAGUNA NIGUEL
STATE/ZIP : CA 92677
MORTGAGE AMOUNT : 408,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 407,719.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,958.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,763,600.00
P & I AMT: 12,594.22
UPB AMT: 1,762,345.75
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 157
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031199672 MORTGAGORS: COLE JASON
COLE JAN
REGION CODE ADDRESS : 1130 11TH STREET #A
01 CITY : MANHATTAN BEACH
STATE/ZIP : CA 90266
MORTGAGE AMOUNT : 302,786.48 OPTION TO CONVERT :
UNPAID BALANCE : 302,578.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,195.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 69.60600
----------------------------------------------------------------
0 0031200744 MORTGAGORS: DAVIES THOMAS
DAVIES CYNTHIA
REGION CODE ADDRESS : 523 & 523 1/2 WEST BROAD STREET
01 CITY : NEVADA CITY
STATE/ZIP : CA 95959
MORTGAGE AMOUNT : 337,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 337,249.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,359.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031200827 MORTGAGORS: GRACIA ANTONIO
GRACIA TANIA
REGION CODE ADDRESS : 18265 SHEPLEY PLACE
01 CITY : NORTHRIDGE
STATE/ZIP : CA 91326
MORTGAGE AMOUNT : 236,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 235,849.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,772.99 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 74.92000
----------------------------------------------------------------
0 0031201817 MORTGAGORS: ELEFANT STEVEN
KOROTKIN-ELEFANT DEBRA
REGION CODE ADDRESS : 4033 TILDEN LANE
01 CITY : LAFAYETTE
STATE/ZIP : CA 94549
MORTGAGE AMOUNT : 417,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 416,705.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,987.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 46.33300
----------------------------------------------------------------
0 0031202302 MORTGAGORS: ENG YEK
ENG DEBBY
REGION CODE ADDRESS : 87 UNION AVENUE
01 CITY : NEW PROVIDENCE
STATE/ZIP : NJ 07974
MORTGAGE AMOUNT : 268,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 268,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,828.23 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,561,286.48
P & I AMT: 11,143.92
UPB AMT: 1,560,382.84
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 158
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031202609 MORTGAGORS: SPROLES CHRISTOPHER
SPROLES KERRY
REGION CODE ADDRESS : 1790 SHILOH LANE
01 CITY : WINTER PARK
STATE/ZIP : FL 32789
MORTGAGE AMOUNT : 253,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,216.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,793.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 94.99500
----------------------------------------------------------------
0 0031202666 MORTGAGORS: GABRIEL STEVEN
REGION CODE ADDRESS : 2009 178TH AVE N.E.
01 CITY : REDMOND
STATE/ZIP : WA 98052
MORTGAGE AMOUNT : 269,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,885.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031202732 MORTGAGORS: BREEN MICHAEL
BREEN VIRGINIA
REGION CODE ADDRESS : 870 KNIGHT STREET
01 CITY : SONOMA
STATE/ZIP : CA 95476
MORTGAGE AMOUNT : 244,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,818.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,706.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031202757 MORTGAGORS: MCCLAIN ROBERT
MCCLAIN MYRA
REGION CODE ADDRESS : 3948 ROLLING GREEN LANE
01 CITY : ORANGE
STATE/ZIP : CA 92867
MORTGAGE AMOUNT : 402,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 401,716.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,879.98 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 73.76100
----------------------------------------------------------------
0 0031203045 MORTGAGORS: GATES GERALD
GATES DEBORAH
REGION CODE ADDRESS : 9420 SWAN LAKE DRIVE
01 CITY : GRANITE BAY
STATE/ZIP : CA 95746
MORTGAGE AMOUNT : 278,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,193.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,946.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.99400
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,447,400.00
P & I AMT: 10,211.31
UPB AMT: 1,446,545.17
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 159
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031203052 MORTGAGORS: CURREY CHARLES
CURREY CAROLE
REGION CODE ADDRESS : 345 EDGEWATER ROAD
01 CITY : PASADENA
STATE/ZIP : MD 21122
MORTGAGE AMOUNT : 296,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,030.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,071.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031203144 MORTGAGORS: SMITH SUSAN
REGION CODE ADDRESS : 180 BULKLEY AVENUE
01 CITY : SAUSALITO
STATE/ZIP : CA 94950
MORTGAGE AMOUNT : 324,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 324,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,210.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 64.15841
----------------------------------------------------------------
0 0031203235 MORTGAGORS: SCHMIDT MICHAEL
SCHMIDT LISA
REGION CODE ADDRESS : 931 PRANCER COURT
01 CITY : MORGAN HILL
STATE/ZIP : CA 95037
MORTGAGE AMOUNT : 268,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 268,305.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,900.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031203250 MORTGAGORS: MCDONELL TOBY
MCDONELL GINA
REGION CODE ADDRESS : 1592 FRONTERO AVENUE
01 CITY : LOS ALTOS
STATE/ZIP : CA 94024
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 359,719.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,455.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 73.46900
----------------------------------------------------------------
0 0031203334 MORTGAGORS: HETTMANN FRANK
HETTMANN JULIETA
REGION CODE ADDRESS : 21165 PRAIRIE VIEW LANE
01 CITY : TRABUCO CANYON
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 238,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 238,231.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,707.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 89.96200
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,487,150.00
P & I AMT: 10,345.86
UPB AMT: 1,486,286.71
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 160
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031203516 MORTGAGORS: EDWARDS DEBORAH
REGION CODE ADDRESS : 6750 HILLANDALE ROAD
01 CITY : CHEVY CHASE
STATE/ZIP : MD 20815
MORTGAGE AMOUNT : 146,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 146,391.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,064.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 09/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031203870 MORTGAGORS: TONG RANDALL
TONG JANET
REGION CODE ADDRESS : 2202 CASCADE DRIVE
01 CITY : WALNUT CREEK
STATE/ZIP : CA 94598
MORTGAGE AMOUNT : 262,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 262,303.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,057.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/17
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.63636
----------------------------------------------------------------
0 0031203888 MORTGAGORS: ARMANINI SCOTT
ARMANINI TERESA
REGION CODE ADDRESS : 1141 TIMBERCREEK ROAD
01 CITY : SAN RAMON
STATE/ZIP : CA 94583
MORTGAGE AMOUNT : 342,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 341,726.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,304.12 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 65.14300
----------------------------------------------------------------
0 0031203896 MORTGAGORS: BITONTI PAUL
REGION CODE ADDRESS : 512 & 512 1/2 ORCHID AVENUE
01 CITY : NEWPORT BEACH
STATE/ZIP : CA 92625
MORTGAGE AMOUNT : 404,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 403,714.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,894.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031203904 MORTGAGORS: BURNINGHAM MARK
BURMINGHAM TRACY
REGION CODE ADDRESS : 970 RACHAEL ROAD
01 CITY : SONOMA
STATE/ZIP : CA 95476
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 449,666.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,146.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 64.28500
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,605,600.00
P & I AMT: 11,466.55
UPB AMT: 1,603,802.43
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 161
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031203912 MORTGAGORS: WENDLANDT ERIC
COURINGTON DONNA
REGION CODE ADDRESS : 704 PALOMINO COURT
01 CITY : WALNUT CREEK
STATE/ZIP : CA 94596
MORTGAGE AMOUNT : 263,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,699.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,822.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.99390
----------------------------------------------------------------
0 0031203920 MORTGAGORS: JONG JYH-MING
CHEN CHAO-YIN
REGION CODE ADDRESS : 2626 GLENBRIAR DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95130
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,795.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,077.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 60.41600
----------------------------------------------------------------
0 0031203938 MORTGAGORS: LOVELL KEVIN
LOVELL TRUDY
REGION CODE ADDRESS : 4 GREEN VALLEY COURT
01 CITY : DANVILLE
STATE/ZIP : CA 94526
MORTGAGE AMOUNT : 283,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,934.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,955.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 89.88880
----------------------------------------------------------------
0 0031203946 MORTGAGORS: HENSLEY RICHARD
HENSLEY SOPHIA
REGION CODE ADDRESS : 31901 FOXMOOR COURT
01 CITY : WESTLAKE VILLAGE
STATE/ZIP : CA 91361
MORTGAGE AMOUNT : 263,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 262,819.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,906.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 73.05555
----------------------------------------------------------------
0 0031203953 MORTGAGORS: LIU PARK
LIU MARGARET
REGION CODE ADDRESS : 887 HANLEY AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90049
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,798.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,201.29 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 32.96700
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,400,050.00
P & I AMT: 9,964.16
UPB AMT: 1,399,046.78
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 162
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031204100 MORTGAGORS: NUDLEMAN KENNETH
NUDLEMAN SARAH
REGION CODE ADDRESS : 6 RECODO
01 CITY : IRVINE
STATE/ZIP : CA 92620
MORTGAGE AMOUNT : 354,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 353,743.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,505.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 78.66600
----------------------------------------------------------------
0 0031204126 MORTGAGORS: ORTEGA RAYMOND
ORTEGA JODI
REGION CODE ADDRESS : 3722 BLACKTORN STREET
01 CITY : IRVINE
STATE/ZIP : CA 92606
MORTGAGE AMOUNT : 229,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 229,900.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,587.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
0 0031204134 MORTGAGORS: RUTH ERIC
RUTH SUZANNE
REGION CODE ADDRESS : 5913 GLOUCESTER AVENUE
01 CITY : SPRINGFIELD
STATE/ZIP : VA 22150
MORTGAGE AMOUNT : 140,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 140,400.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,007.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 10/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 79.98800
----------------------------------------------------------------
0 0031204167 MORTGAGORS: LEE ANDREW
TRUONG TRAM
REGION CODE ADDRESS : 17 CABRINI
01 CITY : IRVINE
STATE/ZIP : CA 92614
MORTGAGE AMOUNT : 248,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,758.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031204175 MORTGAGORS: DEAN JOSEPH
DEAN ANN
REGION CODE ADDRESS : 16 SORRELL LANE
01 CITY : ROLLING HILLS ESTATES
STATE/ZIP : CA 90274
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,795.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,077.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 50.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,263,000.00
P & I AMT: 8,937.21
UPB AMT: 1,262,239.25
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 163
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031204209 MORTGAGORS: COLLINS PAMELA
JOBE PHILIP
REGION CODE ADDRESS : 21115 BANLYNN COURT
01 CITY : TOPANGA CANYON (AREA)
STATE/ZIP : CA 90290
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 400,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,762.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031204217 MORTGAGORS: COHN CHRISTOPHER
COHN TRACY
REGION CODE ADDRESS : 852 TOWNE STREET
01 CITY : SONOMA
STATE/ZIP : CA 95476
MORTGAGE AMOUNT : 267,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 266,801.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,866.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 77.61600
----------------------------------------------------------------
0 0031204522 MORTGAGORS: SPECK EDWARD
SPECK CAROL
REGION CODE ADDRESS : 2124 YOUNGS COURT
01 CITY : WALNUT CREEK
STATE/ZIP : CA 94596
MORTGAGE AMOUNT : 239,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,671.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 58.29200
----------------------------------------------------------------
0 0031204530 MORTGAGORS: GONZALEZ RUBEN
GONZALEZ SUSAN
REGION CODE ADDRESS : 785 HIGHBRIDGE LANE
01 CITY : DANVILLE
STATE/ZIP : CA 94526
MORTGAGE AMOUNT : 349,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,470.20 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 77.72800
----------------------------------------------------------------
0 0031204860 MORTGAGORS: KNOPP KENNETH
KNOPP BRENDA
REGION CODE ADDRESS : 14418 SATURN WAY
01 CITY : BOYDS
STATE/ZIP : MD 20841
MORTGAGE AMOUNT : 229,212.00 OPTION TO CONVERT :
UNPAID BALANCE : 229,212.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,544.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,484,212.00
P & I AMT: 10,315.17
UPB AMT: 1,484,013.85
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 164
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031204936 MORTGAGORS: SVISLOTSKI ANDREI
SVISLOTSKI ELENA
REGION CODE ADDRESS : 3079 PASSMORE DRIVE
01 CITY : HOLLYWOOD
STATE/ZIP : CA 90068
MORTGAGE AMOUNT : 248,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,682.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,863.14 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031204951 MORTGAGORS: ANDERSON DANIEL
ANDERSON BETTY
REGION CODE ADDRESS : 31121 SANTA MARGARITA PLACE
01 CITY : SAN JUAN CAPISTRANO
STATE/ZIP : CA 92675
MORTGAGE AMOUNT : 292,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 291,793.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,091.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031204969 MORTGAGORS: PEREZ ENRIQUE
SANABRIA CARMENCITA
REGION CODE ADDRESS : 2242 PINOAK KNOLLS
01 CITY : SAN ANTONIO
STATE/ZIP : TX 78248
MORTGAGE AMOUNT : 250,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,727.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,748.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 89.99600
----------------------------------------------------------------
0 0031205081 MORTGAGORS: NGUYEN TOAN
NGUYEN PHUONG
REGION CODE ADDRESS : 5 SPOONBILL DRIVE
01 CITY : ALISO VIEJO
STATE/ZIP : CA 92656
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 240,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,719.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 72.28900
----------------------------------------------------------------
0 0031205404 MORTGAGORS: LEITCH ALAN
LEITCH MARGUERITE
REGION CODE ADDRESS : 851 HILLCREST STREET
01 CITY : EL SEGUNDO
STATE/ZIP : CA 90245
MORTGAGE AMOUNT : 318,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 318,750.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,228.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,348,850.00
P & I AMT: 9,651.94
UPB AMT: 1,347,954.15
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 165
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031205438 MORTGAGORS: DEFEUDIS TODD
REGION CODE ADDRESS : 5512 RENAISSANCE AVENUE # 3
01 CITY : SAN DIEGO
STATE/ZIP : CA 92122
MORTGAGE AMOUNT : 238,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 238,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,688.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0031205446 MORTGAGORS: WALTON AMY
REGION CODE ADDRESS : 4527 EL CAMINO CORTO STREET
01 CITY : LA CANADA-FLINTRIDGE
STATE/ZIP : CA 91011
MORTGAGE AMOUNT : 245,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,713.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 74.24200
----------------------------------------------------------------
0 0031205461 MORTGAGORS: BISHOP RONALD
BISHOP JEANNE
REGION CODE ADDRESS : 12 BOWIE ROAD
01 CITY : ROLLING HILLS
STATE/ZIP : CA 92074
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 499,647.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,582.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 43.47826
----------------------------------------------------------------
0 0031205537 MORTGAGORS: PLUNGAS TRENT
QUINLAN CHRISTINE
REGION CODE ADDRESS : 24243 OCEAN AVENUE
01 CITY : TORRANCE
STATE/ZIP : CA 90505
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,684.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 71.42800
----------------------------------------------------------------
0 0031205545 MORTGAGORS: EIMAN THOMAS
EIMAN ANGELA
REGION CODE ADDRESS : 50 WOODSONG
01 CITY : RANCHO SANTA MARGARITA
STATE/ZIP : CA 92688
MORTGAGE AMOUNT : 208,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 207,856.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,508.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,441,500.00
P & I AMT: 10,175.68
UPB AMT: 1,441,003.96
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 166
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031205578 MORTGAGORS: HAUKSSON EGILL
JONES LUCILE
REGION CODE ADDRESS : 5830 BRIARTREE DRIVE
01 CITY : LA CANADA
STATE/ZIP : CA 91011
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 375,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,558.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 73.81800
----------------------------------------------------------------
0 0031205594 MORTGAGORS: KIM JOHN
KIM HYUN
REGION CODE ADDRESS : 1 YANKEE
01 CITY : IRVINE
STATE/ZIP : CA 92620
MORTGAGE AMOUNT : 262,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 262,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,882.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0031205628 MORTGAGORS: BLACKMAN DANIEL
BLACKMAN PARI
REGION CODE ADDRESS : 8069 JENNET STREET
01 CITY : RANCHO CUCAMONGA
STATE/ZIP : CA 91701
MORTGAGE AMOUNT : 257,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,804.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,775.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 73.42800
----------------------------------------------------------------
0 0031205644 MORTGAGORS: YANCY JOSEPH
YANCY ANGELA
REGION CODE ADDRESS : 1005 GOOSECROSS COURT
01 CITY : BEL AIR
STATE/ZIP : MD 21014
MORTGAGE AMOUNT : 251,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,413.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,759.23 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.51100
----------------------------------------------------------------
0 0031205651 MORTGAGORS: ELIOPOULOS WILLIAM
BORTSCHELLER ANN
REGION CODE ADDRESS : 1871 COLLEEN DRIVE
01 CITY : LOS ALTOS
STATE/ZIP : CA 94024
MORTGAGE AMOUNT : 308,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 308,287.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,236.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 51.41600
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,454,900.00
P & I AMT: 10,212.00
UPB AMT: 1,454,305.40
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 167
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031205685 MORTGAGORS: MONSHAW DAVID
MONSHAW SACHA
REGION CODE ADDRESS : 17322 CORONADO LANE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92647
MORTGAGE AMOUNT : 284,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,985.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031205693 MORTGAGORS: KAMINSKY HOWARD
REGION CODE ADDRESS : 113 ROSECRANS AVENUE
01 CITY : MANHATTAN BEACH
STATE/ZIP : CA 90266
MORTGAGE AMOUNT : 354,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 353,737.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,475.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 70.80000
----------------------------------------------------------------
0 0031205701 MORTGAGORS: HALE SHARON
REGION CODE ADDRESS : 1706 LAKE STREET
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92648
MORTGAGE AMOUNT : 230,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 230,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,608.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 75.40900
----------------------------------------------------------------
0 0031205719 MORTGAGORS: OBERTING KERNAN
PARISH JUDITH
REGION CODE ADDRESS : TUCKER HILL ROAD
01 CITY : THETFORD CENTER
STATE/ZIP : VT 05075
MORTGAGE AMOUNT : 298,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,134.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 70.11700
----------------------------------------------------------------
0 0031205735 MORTGAGORS: ROCHE FRANK
ROCHE SOFIA
REGION CODE ADDRESS : 28206 DRIZA
01 CITY : MISSION VIEJO
STATE/ZIP : CA 92692
MORTGAGE AMOUNT : 180,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 179,976.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,305.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 48.67567
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,346,100.00
P & I AMT: 9,509.94
UPB AMT: 1,345,713.34
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 168
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031205826 MORTGAGORS: HESS ROBERT
HESS CARON
REGION CODE ADDRESS : 20712 DELTA DRIVE
01 CITY : LAYTONSVILLE
STATE/ZIP : MD 20882
MORTGAGE AMOUNT : 306,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 306,560.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,092.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031205867 MORTGAGORS: CORRAL JOHN
CORRAL LEEANN
REGION CODE ADDRESS : 7056 ASHLEY PLACE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92648
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,798.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,830.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 72.60400
----------------------------------------------------------------
0 0031205883 MORTGAGORS: TOLAND GREGG
TOLAND KIM
REGION CODE ADDRESS : 1985 FREEBORN WAY
01 CITY : CAMARILLO
STATE/ZIP : CA 93012
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,796.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,146.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 37.46800
----------------------------------------------------------------
0 0031205925 MORTGAGORS: ERDELY SUSAN
BERRY EDWIN
REGION CODE ADDRESS : 427 LAKESTONE DRIVE
01 CITY : SUWANEE
STATE/ZIP : GA 30024
MORTGAGE AMOUNT : 253,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,773.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.97100
----------------------------------------------------------------
0 0031205933 MORTGAGORS: LIEN PETER
CHENG KATHERINE
REGION CODE ADDRESS : 4651 AMIENS AVENUE
01 CITY : FREMONT
STATE/ZIP : CA 94555
MORTGAGE AMOUNT : 232,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 231,832.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,642.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,353,400.00
P & I AMT: 9,484.71
UPB AMT: 1,352,587.40
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 169
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031205958 MORTGAGORS: STEVENSON FREDERIC
STEVENSON LYNN
REGION CODE ADDRESS : 3374 WHITEHAVEN DRIVE
01 CITY : WALNUT CREEK
STATE/ZIP : CA 94598
MORTGAGE AMOUNT : 231,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 231,188.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,598.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 56.94900
----------------------------------------------------------------
0 0031206048 MORTGAGORS: SADROLASHRAFI MASOUD
REGION CODE ADDRESS : 136 BEVERLY STREET
01 CITY : MOUNTAIN VIEW
STATE/ZIP : CA 94043
MORTGAGE AMOUNT : 363,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 363,037.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,571.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 79.99929
----------------------------------------------------------------
0 0031206154 MORTGAGORS: HANSRAI RUPINDER
HANSRAI ALAMJIT
REGION CODE ADDRESS : 32787 ARTISTRY LOOP
01 CITY : UNION CITY
STATE/ZIP : CA 94587
MORTGAGE AMOUNT : 269,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 268,895.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,858.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.98300
----------------------------------------------------------------
0 0031206162 MORTGAGORS: JACK CHESTER
JACK BETH
REGION CODE ADDRESS : 6412 ASPENWOOD WAY
01 CITY : LIVERMORE
STATE/ZIP : CA 94550
MORTGAGE AMOUNT : 230,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 230,187.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,650.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 79.98430
----------------------------------------------------------------
0 0031206188 MORTGAGORS: KAUFMAN BETTY
REGION CODE ADDRESS : 133 BEVERLY STREET
01 CITY : MOUNTAIN VIEW
STATE/ZIP : CA 94043
MORTGAGE AMOUNT : 314,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 314,616.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,201.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.99400
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,409,100.00
P & I AMT: 9,880.69
UPB AMT: 1,407,924.79
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 170
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031206550 MORTGAGORS: FERRONATO MARK
FERRONATO DEBRA
REGION CODE ADDRESS : 3584 ALKIRST COURT
01 CITY : SANTA ROSA
STATE/ZIP : CA 95403
MORTGAGE AMOUNT : 317,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 317,414.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,221.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.91100
----------------------------------------------------------------
0 0031206840 MORTGAGORS: MORGAN CHRISTOPHER
MORGAN MAUREEN
REGION CODE ADDRESS : 1166 DOMINIC COURT
01 CITY : BENICIA
STATE/ZIP : CA 94510
MORTGAGE AMOUNT : 318,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 317,764.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,223.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 77.56000
----------------------------------------------------------------
0 0031206899 MORTGAGORS: DOBBS C
DOBBS LYNETTE
REGION CODE ADDRESS : 27241 CORDERO LANE
01 CITY : MISSION VIEJO
STATE/ZIP : CA 92691
MORTGAGE AMOUNT : 254,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,806.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,754.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 78.88100
----------------------------------------------------------------
0 0031206915 MORTGAGORS: CHANG YU-WEN
HUANG YING-MIN
REGION CODE ADDRESS : 7477 STANFORD PLACE
01 CITY : CUPERTINO
STATE/ZIP : CA 95014
MORTGAGE AMOUNT : 355,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 354,842.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,513.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 72.46900
----------------------------------------------------------------
0 0031206923 MORTGAGORS: REILLY KEVIN
REILLY TRACI
REGION CODE ADDRESS : 3180 CORDOVA WAY
01 CITY : LAFAYETTE
STATE/ZIP : CA 94549
MORTGAGE AMOUNT : 244,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,313.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,688.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 71.91170
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,489,250.00
P & I AMT: 10,400.94
UPB AMT: 1,488,141.94
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 171
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031207061 MORTGAGORS: MICHELSEN CHRISTOPHER
MICHELSEN CHRISTINE
REGION CODE ADDRESS : 2652 CHATEAU WAY
01 CITY : LIVERMORE
STATE/ZIP : CA 94550
MORTGAGE AMOUNT : 239,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,695.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 70.54490
----------------------------------------------------------------
0 0031207087 MORTGAGORS: PASKET KEITH
PASKET KIMBERLY
REGION CODE ADDRESS : 11660 SOUTHWOOD DRIVE
01 CITY : SARATOGA
STATE/ZIP : CA 95070
MORTGAGE AMOUNT : 261,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,750.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,830.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031207111 MORTGAGORS: LUCAS JAMES
LUCAS JOSEPHINE
REGION CODE ADDRESS : 1345 WINDSOR WAY
01 CITY : LIVERMORE
STATE/ZIP : CA 94550
MORTGAGE AMOUNT : 232,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 232,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,602.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031207129 MORTGAGORS: LOGUE HOLLIS
LOGUE CAROLE
REGION CODE ADDRESS : 6731 CRYSTAL SPRINGS DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95120
MORTGAGE AMOUNT : 568,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 568,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,020.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031207285 MORTGAGORS: ASHLEY BILLY
ASHLEY LISA
REGION CODE ADDRESS : 2787 AUTUMN RIDGE DRIVE
01 CITY : THOUSAND OAKS
STATE/ZIP : CA 91362
MORTGAGE AMOUNT : 364,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 364,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,576.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,665,250.00
P & I AMT: 11,724.37
UPB AMT: 1,665,250.00
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 172
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031207384 MORTGAGORS: VANNY RUSSEL
VANNY VIRAVINE
REGION CODE ADDRESS : 12237 MISTY BLUE COURT
01 CITY : SAN DIEGO
STATE/ZIP : CA 92131
MORTGAGE AMOUNT : 283,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,939.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,979.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.98994
----------------------------------------------------------------
0 0031207426 MORTGAGORS: NAWROCKI ALEXANDER
REGION CODE ADDRESS : 12231 MISTY BLUE COURT
01 CITY : SAN DIEGO
STATE/ZIP : CA 92131
MORTGAGE AMOUNT : 246,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,180.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,786.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 79.99000
----------------------------------------------------------------
0 0031207434 MORTGAGORS: BATACAN HORACIO
BATACAN ROWENA
REGION CODE ADDRESS : 283 CRESTVIEW AVENUE
01 CITY : MARTINEZ
STATE/ZIP : CA 94553
MORTGAGE AMOUNT : 229,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 229,084.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,622.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 94.99007
----------------------------------------------------------------
0 0031207467 MORTGAGORS: LUTTRELL LESTER
LUTTRELL JANET
REGION CODE ADDRESS : 5414 ARROWHEAD COURT
01 CITY : LIVERMORE
STATE/ZIP : CA 94550
MORTGAGE AMOUNT : 237,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,657.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 86.97200
----------------------------------------------------------------
0 0031207483 MORTGAGORS: ESTES CHRISTOPHER
ESTES TRACI
REGION CODE ADDRESS : 5292 WILLIAMS ROAD
01 CITY : SUISUN CITY
STATE/ZIP : CA 94585
MORTGAGE AMOUNT : 333,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 332,764.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,385.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 74.83100
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,328,750.00
P & I AMT: 9,431.45
UPB AMT: 1,327,969.37
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 173
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031207491 MORTGAGORS: SKIVER GERALD
SKIVER ROSEMARY
REGION CODE ADDRESS : 12223 OAKVIEW WAY
01 CITY : SAN DIEGO
STATE/ZIP : CA 92128
MORTGAGE AMOUNT : 349,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,383.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,414.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 84.99500
----------------------------------------------------------------
0 0031207509 MORTGAGORS: KALEAS DIMOSTHENIS
KALEAS MIRIAM
REGION CODE ADDRESS : 908 PIOVANA COURT
01 CITY : CARLSBAD
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,807.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,817.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 76.86000
----------------------------------------------------------------
0 0031207517 MORTGAGORS: TRAN DUC
REGION CODE ADDRESS : 125 BEVERLY STREET
01 CITY : MOUNTAIN VIEW
STATE/ZIP : CA 94043
MORTGAGE AMOUNT : 359,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 359,682.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,516.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.99066
----------------------------------------------------------------
0 0031207533 MORTGAGORS: RUELAS TONY
RUELAS CINDY
REGION CODE ADDRESS : 6320 SNOWBERRY COURT
01 CITY : GILROY
STATE/ZIP : CA 95020
MORTGAGE AMOUNT : 241,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 241,420.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,689.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.99390
----------------------------------------------------------------
0 0031207541 MORTGAGORS: KORITALA HEMANTHA
KORITALA CHALLAMMA
REGION CODE ADDRESS : 4307 WESTERHOFF DRIVE
01 CITY : LISLE
STATE/ZIP : IL 60532
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,786.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,013.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,499,200.00
P & I AMT: 10,452.79
UPB AMT: 1,498,080.79
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 174
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031207566 MORTGAGORS: LU PING
REGION CODE ADDRESS : 17807 CRICKET HILL DRIVE
01 CITY : GERMANTOWN
STATE/ZIP : MD 20874
MORTGAGE AMOUNT : 249,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,669.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,768.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 79.99000
----------------------------------------------------------------
0 0031207574 MORTGAGORS: TAYLOR LOIS
REGION CODE ADDRESS : 2601 OWENS ROAD
01 CITY : BROOKEVILLE
STATE/ZIP : MD 20833
MORTGAGE AMOUNT : 253,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,038.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,902.21 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 79.86300
----------------------------------------------------------------
0 0031207616 MORTGAGORS: CHOE SEYUL
CHOE AHSUN
REGION CODE ADDRESS : 1607 VIA CAMPAGNA
01 CITY : SANJOSE
STATE/ZIP : CA 95120
MORTGAGE AMOUNT : 238,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,823.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,664.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 49.79000
----------------------------------------------------------------
0 0031207640 MORTGAGORS: BURKLOW THOMAS
BURKLOW CAROLYN
REGION CODE ADDRESS : 9904 WILLOW TREE TERRACE
01 CITY : ROCKVILLE
STATE/ZIP : MD 20850
MORTGAGE AMOUNT : 385,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 384,828.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,758.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 79.99800
----------------------------------------------------------------
0 0031207681 MORTGAGORS: FIELHAUER KARL
FIELHAUER SANDRA
REGION CODE ADDRESS : 7116 CRABBURY COURT
01 CITY : CLARKSVILLE
STATE/ZIP : MD 21029
MORTGAGE AMOUNT : 311,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 311,612.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,153.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.99200
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,438,000.00
P & I AMT: 10,247.57
UPB AMT: 1,436,971.96
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 175
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031207723 MORTGAGORS: HACKNEY ARTHUR
HACKNEY JACQUELINE
REGION CODE ADDRESS : 1700 PARKSIDE TERRACE
01 CITY : MITCHELLVILLE
STATE/ZIP : MD 20721
MORTGAGE AMOUNT : 364,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 363,736.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,576.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 79.97500
----------------------------------------------------------------
0 0031207947 MORTGAGORS: MOBERLY GLENN
MOBERLY LORI
REGION CODE ADDRESS : 12249 MEADOW GRASS COURT
01 CITY : SAN DIEGO
STATE/ZIP : CA 92128
MORTGAGE AMOUNT : 285,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 285,537.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,998.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 89.99800
----------------------------------------------------------------
0 0031207954 MORTGAGORS: MOELLER MICHAEL
MOELLER GLORIA
REGION CODE ADDRESS : 7358 GABBIANO LANE
01 CITY : CARLSBAD
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 360,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 360,682.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,523.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.98800
----------------------------------------------------------------
0 0031207970 MORTGAGORS: BAGEMAN PAUL
BAGEMAN WENDY
REGION CODE ADDRESS : 12184 OAKVIEW WAY
01 CITY : SAN DIEGO
STATE/ZIP : CA 92128
MORTGAGE AMOUNT : 247,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,706.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,691.12 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 71.25600
----------------------------------------------------------------
0 0031207996 MORTGAGORS: LARKIN ARTHUR
LARKIN MAUREEN
REGION CODE ADDRESS : 9095 HANGAR WAY
01 CITY : FAIR OAKS
STATE/ZIP : CA 95628
MORTGAGE AMOUNT : 260,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,556.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,823.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 76.51600
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,519,350.00
P & I AMT: 10,612.53
UPB AMT: 1,518,219.69
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 176
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031208127 MORTGAGORS: SPANGENBERG GLYNN
SPANGENBERG DONNA
REGION CODE ADDRESS : 11482 MEADOW GRASS LANE
01 CITY : SAN DIEGO
STATE/ZIP : CA 92128
MORTGAGE AMOUNT : 289,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,140.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,048.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 89.98516
----------------------------------------------------------------
0 0031208135 MORTGAGORS: CLAYTON TODD
CLAYTON SHARI
REGION CODE ADDRESS : 1193 RUTH DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95125
MORTGAGE AMOUNT : 328,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 327,756.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,293.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031208143 MORTGAGORS: BAKER SCOTT
BAKER MARTHA
REGION CODE ADDRESS : 5379 RUETTE DE MER
01 CITY : SAN DIEGO
STATE/ZIP : CA 92130
MORTGAGE AMOUNT : 293,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 293,565.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,979.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 74.98800
----------------------------------------------------------------
0 0031208150 MORTGAGORS: HUIZAR FREDERICK
REGION CODE ADDRESS : 1048 MIRAMAR STREET
01 CITY : LAGUNA BEACH
STATE/ZIP : CA 92651
MORTGAGE AMOUNT : 276,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,789.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,906.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031209547 MORTGAGORS: DUDDY BRIAN
DUDDY KELLEY
REGION CODE ADDRESS : 99 BATTIN ROAD
01 CITY : FAIR HAVEN
STATE/ZIP : NJ 07704
MORTGAGE AMOUNT : 456,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 456,300.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,348.17 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 89.82200
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,643,450.00
P & I AMT: 11,575.27
UPB AMT: 1,642,552.17
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 177
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031210065 MORTGAGORS: VAN DE VELDE ERIC
REGION CODE ADDRESS : 395 SAN JUAN PLACE
01 CITY : PASADENA
STATE/ZIP : CA 91107
MORTGAGE AMOUNT : 258,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,848.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 78.18181
----------------------------------------------------------------
0 0031210149 MORTGAGORS: KALLMAN KENNETH
REGION CODE ADDRESS : 23 GLEN ECHO
01 CITY : DOVE CANYON
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 281,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 281,250.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,966.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031210164 MORTGAGORS: ZHAO CHARLES
ZHU CATHERINE
REGION CODE ADDRESS : 1122 SOUTH NINE AVENUE
01 CITY : ARCADIA
STATE/ZIP : CA 91006
MORTGAGE AMOUNT : 448,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 448,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,209.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031210214 MORTGAGORS: GARCIA MICHAEL
GARCIA MARIA
REGION CODE ADDRESS : 6350 TARRAGON ROAD
01 CITY : RANCHO PALOS VERDES
STATE/ZIP : CA 90275
MORTGAGE AMOUNT : 354,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 354,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,536.10 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 70.80000
----------------------------------------------------------------
0 0031210230 MORTGAGORS: EKRAMI SAM
EKRAMI JENNIFER
REGION CODE ADDRESS : 64 CALAVERA
01 CITY : IRVINE
STATE/ZIP : CA 92606
MORTGAGE AMOUNT : 287,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,056.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 76.53300
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,628,250.00
P & I AMT: 11,616.63
UPB AMT: 1,628,250.00
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 178
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031210255 MORTGAGORS: NGUYEN KHOI
TA AMIE
REGION CODE ADDRESS : 63 DECLARATION PLACE
01 CITY : IRVINE
STATE/ZIP : CA 92602
MORTGAGE AMOUNT : 272,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,881.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031210289 MORTGAGORS: TOUMAYAN MICHAEL
TOUMAYAN PATRICIA
REGION CODE ADDRESS : 2109 VIA TECA #5
01 CITY : SAN CLEMENTE
STATE/ZIP : CA 92673
MORTGAGE AMOUNT : 276,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,795.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,929.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031210297 MORTGAGORS: BROADWELL THOMAS
BROADWELL ROSSANA
REGION CODE ADDRESS : 3245 CHARMAT COURT
01 CITY : SAN JOSE
STATE/ZIP : CA 95135
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 330,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,364.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 73.33300
----------------------------------------------------------------
0 0031210305 MORTGAGORS: WOOD RAYMOND
RAYMOND LORI
REGION CODE ADDRESS : 5251 MOUNTAIN VIEW AVENUE
01 CITY : YORBA LINDA
STATE/ZIP : CA 92886
MORTGAGE AMOUNT : 297,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,127.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 78.15700
----------------------------------------------------------------
0 0031210313 MORTGAGORS: DREYER BRIAN
DREYER LORI
REGION CODE ADDRESS : 21032 HORSETREE CIRCLE
01 CITY : TRABUCO CANYON
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 268,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,810.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,919.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 89.33333
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,443,400.00
P & I AMT: 10,223.13
UPB AMT: 1,443,006.01
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 179
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031210339 MORTGAGORS: ZEWIN DON
ZEWIN MARY
REGION CODE ADDRESS : 2900 CHANNEL ROCK DRIVE
01 CITY : LAS VEGAS
STATE/ZIP : NV 89117
MORTGAGE AMOUNT : 348,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 348,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,493.12 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 63.27200
----------------------------------------------------------------
0 0031210354 MORTGAGORS: EISENSTEIN BRADLEY
EISENSTEIN GAIL
REGION CODE ADDRESS : 4902 CORKWOOD LANE
01 CITY : IRVINE
STATE/ZIP : CA 92612
MORTGAGE AMOUNT : 245,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,718.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.80500
----------------------------------------------------------------
0 0031210685 MORTGAGORS: NGO CHAU
NGO EDNA
REGION CODE ADDRESS : 12244 MISTY BLUE COURT
01 CITY : SAN DIEGO
STATE/ZIP : CA 92131
MORTGAGE AMOUNT : 297,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,823.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,051.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.98800
----------------------------------------------------------------
0 0031211014 MORTGAGORS: FONTES DAVID
FONTES MARY
REGION CODE ADDRESS : 108 LYNDEBORO COURT
01 CITY : FOLSOM
STATE/ZIP : CA 95630
MORTGAGE AMOUNT : 253,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,233.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,956.56 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 12/01/22
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 86.51800
----------------------------------------------------------------
0 0031211428 MORTGAGORS: PHILLIPS ROBERT
PHILLIPS SARAH
REGION CODE ADDRESS : 2078 DENNIS LANE
01 CITY : BETHLEHEM
STATE/ZIP : PA 18015
MORTGAGE AMOUNT : 196,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 196,650.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,359.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,341,150.00
P & I AMT: 9,579.26
UPB AMT: 1,340,507.65
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 180
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031211493 MORTGAGORS: ADAMSON LARRY
ADAMSON CORNELIA
REGION CODE ADDRESS : 5014 EAST HILLSIDE AVENUE
01 CITY : ORANGE
STATE/ZIP : CA 92867
MORTGAGE AMOUNT : 241,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 240,838.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,768.37 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 79.53700
----------------------------------------------------------------
0 0031211576 MORTGAGORS: ARMSTRONG LUTHER
ARMSTRONG VIRGINIA
REGION CODE ADDRESS : 3426 ASHLEY PARK DRIVE
01 CITY : JAMUL
STATE/ZIP : CA 91935
MORTGAGE AMOUNT : 415,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 414,714.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,009.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 73.45100
----------------------------------------------------------------
0 0031211592 MORTGAGORS: DUCA ANTHONY
DUCA MICHELE
REGION CODE ADDRESS : 12222 OAKVIEW WAY
01 CITY : SAN DIEGO
STATE/ZIP : CA 92128
MORTGAGE AMOUNT : 331,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 330,860.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,343.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 89.98700
----------------------------------------------------------------
0 0031211816 MORTGAGORS: CRIST LARRY
CRIST JULIE
REGION CODE ADDRESS : 12223 MEADOW GRASS COURT
01 CITY : SAN DIEGO
STATE/ZIP : CA 92128
MORTGAGE AMOUNT : 281,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 281,051.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,014.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 94.99400
----------------------------------------------------------------
0 0031211840 MORTGAGORS: HUBERT WALTER
REGION CODE ADDRESS : 2860 WINDFALL AVENUE
01 CITY : ALTADENA
STATE/ZIP : CA 91001
MORTGAGE AMOUNT : 425,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 424,714.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,118.50 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 250
LTV : 58.62000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,693,350.00
P & I AMT: 12,254.33
UPB AMT: 1,692,179.39
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 181
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031211899 MORTGAGORS: KRIZ JARAD
KRIZ LINDA
REGION CODE ADDRESS : 9901 WILLOW TREE TERRACE
01 CITY : ROCKVILLE
STATE/ZIP : MD 20850
MORTGAGE AMOUNT : 314,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 314,700.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,146.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.99800
----------------------------------------------------------------
0 0031212095 MORTGAGORS: FINN CHARLES
FINN CAITRIONA
REGION CODE ADDRESS : 208 LINCOLN AVENUE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92648
MORTGAGE AMOUNT : 242,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,712.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 69.94200
----------------------------------------------------------------
0 0031212285 MORTGAGORS: FRISOLI MICHAEL
FRISOLI SUSAN
REGION CODE ADDRESS : 676 SAN ANDRES CIRCLE
01 CITY : THOUSAND OAKS
STATE/ZIP : CA 91360
MORTGAGE AMOUNT : 237,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,661.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031212376 MORTGAGORS: STANLEY S.
STANLEY MELODY
REGION CODE ADDRESS : 262 BENNETT AVENUE
01 CITY : LONG BEACH
STATE/ZIP : CA 90803
MORTGAGE AMOUNT : 266,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,812.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,905.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 75.78300
----------------------------------------------------------------
0 0031212384 MORTGAGORS: MCNAMARA WILLIAM
MCNAMARA KAY
REGION CODE ADDRESS : 22350 MISSION HILLS LANE
01 CITY : YORBA LINDA
STATE/ZIP : CA 92887
MORTGAGE AMOUNT : 536,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 535,831.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,658.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,596,550.00
P & I AMT: 11,084.85
UPB AMT: 1,595,943.92
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 182
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031212483 MORTGAGORS: MARSDEN STEPHEN
MARSDEN BARBARA
REGION CODE ADDRESS : 37 OXFORD COURT
01 CITY : PETALUMA
STATE/ZIP : CA 94952
MORTGAGE AMOUNT : 356,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 356,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,428.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031212491 MORTGAGORS: SCHAIBLE RICHARD
SCHAIBLE JENNIFER
REGION CODE ADDRESS : 15 TRUMBULL COURT
01 CITY : NOVATO
STATE/ZIP : CA 94947
MORTGAGE AMOUNT : 410,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 410,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,866.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 71.92982
----------------------------------------------------------------
0 0031212509 MORTGAGORS: SORENSEN RONALD
SORENSEN KAREN
REGION CODE ADDRESS : 7837 STEWART AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90045
MORTGAGE AMOUNT : 261,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,796.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,780.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.65200
----------------------------------------------------------------
0 0031212517 MORTGAGORS: CHAK KUEN
KIM GRACE
REGION CODE ADDRESS : 2955 FOWLER ROAD
01 CITY : SAN JOSE
STATE/ZIP : CA 95135
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,780.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,989.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 72.72727
----------------------------------------------------------------
0 0031212541 MORTGAGORS: MURPHY GEORGE
DONAHUE JANE
REGION CODE ADDRESS : 1033 CAROL DRIVE UNIT # T4
01 CITY : WEST HOLLYWOOD
STATE/ZIP : CA 90069
MORTGAGE AMOUNT : 254,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,811.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,776.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,569,000.00
P & I AMT: 10,840.96
UPB AMT: 1,568,388.75
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 183
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031212566 MORTGAGORS: KITAHORI YUMIKO
REGION CODE ADDRESS : 12173 OAKVIEW WAY
01 CITY : SAN DIEGO
STATE/ZIP : CA 92128
MORTGAGE AMOUNT : 308,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 307,771.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,153.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 74.99400
----------------------------------------------------------------
0 0031212574 MORTGAGORS: SNYDER TERRY
SANTOYO YOLANDA
REGION CODE ADDRESS : 33 TRADITION PLACE
01 CITY : IRVINE
STATE/ZIP : CA 92602
MORTGAGE AMOUNT : 239,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 238,972.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,672.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.99700
----------------------------------------------------------------
0 0031212608 MORTGAGORS: HAMMON BRUCE
HAMMON SHARON
REGION CODE ADDRESS : 11544 MEADOW GRASS LANE
01 CITY : SAN DIEGO
STATE/ZIP : CA 92128
MORTGAGE AMOUNT : 278,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,282.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,899.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 89.99100
----------------------------------------------------------------
0 0031212632 MORTGAGORS: VEGA SANDOVAL JOSE
VEGA MICAELA
REGION CODE ADDRESS : 1414 VIA VISTA
01 CITY : SAN LORENZO
STATE/ZIP : CA 94580
MORTGAGE AMOUNT : 160,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 159,442.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,160.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031212640 MORTGAGORS: DALE STEVEN
DALE STEPHANIE
REGION CODE ADDRESS : 30 ANNETTE DRIVE
01 CITY : ROYERSFORD
STATE/ZIP : PA 19468
MORTGAGE AMOUNT : 162,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 162,021.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,191.27 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 79.98100
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,148,000.00
P & I AMT: 8,077.02
UPB AMT: 1,146,489.85
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 184
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031212681 MORTGAGORS: RUSH JORDAN
RUSH BETSY
REGION CODE ADDRESS : 2125 BASSWOOD DRIVE
01 CITY : LAFAYETTE HILL
STATE/ZIP : PA 19444
MORTGAGE AMOUNT : 277,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,012.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 79.73400
----------------------------------------------------------------
0 0031212707 MORTGAGORS: BRYAN ROBERT
BRYAN GRACE
REGION CODE ADDRESS : 5 MILLERS LANE
01 CITY : NEWTOWN
STATE/ZIP : PA 18940
MORTGAGE AMOUNT : 257,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,823.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,863.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 87.73500
----------------------------------------------------------------
0 0031212749 MORTGAGORS: OVERTON ROBERT
OVERTON LYNN
REGION CODE ADDRESS : 5185 WEST FAIR PLACE
01 CITY : LITTLETON
STATE/ZIP : CO 80123
MORTGAGE AMOUNT : 241,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 241,316.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,667.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0031212780 MORTGAGORS: MCCONNELL KEVIN
REGION CODE ADDRESS : 2131 BEACH HAVEN ROAD
01 CITY : ANNAPOLIS
STATE/ZIP : MD 21401
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,809.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,726.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 71.42800
----------------------------------------------------------------
0 0031212806 MORTGAGORS: BURMEISTER THOMAS
CLEMENT AINSLEY
REGION CODE ADDRESS : 4804 NEPTUNE COURT
01 CITY : FLOWER MOUND
STATE/ZIP : TX 75028
MORTGAGE AMOUNT : 287,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 286,776.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,957.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 71.39300
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,313,100.00
P & I AMT: 9,228.76
UPB AMT: 1,312,325.24
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 185
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031212822 MORTGAGORS: GIVENS ROBERT
GIVENS GRACE
REGION CODE ADDRESS : 12527 OVERCUP DRIVE
01 CITY : HOUSTON
STATE/ZIP : TX 77024
MORTGAGE AMOUNT : 292,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,071.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,994.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 69.76100
----------------------------------------------------------------
0 0031212830 MORTGAGORS: AUSTIN KEVIN
AUSTIN DEBRA
REGION CODE ADDRESS : 9404 LANDSFORD COURT
01 CITY : GRANITE BAY
STATE/ZIP : CA 95746
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,798.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,201.29 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031212905 MORTGAGORS: LUM DONALD
LUM STEPHANIE
REGION CODE ADDRESS : 5125 CLAYTON ROAD
01 CITY : SUISUN CITY
STATE/ZIP : CA 94585
MORTGAGE AMOUNT : 318,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 318,550.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,408.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/22
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 77.78000
----------------------------------------------------------------
0 0031212954 MORTGAGORS: MERENA MICHAEL
REGION CODE ADDRESS : 720 VINEMONT ROAD
01 CITY : SPRING TOWNSHIP
STATE/ZIP : PA 17569
MORTGAGE AMOUNT : 254,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,844.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031212970 MORTGAGORS: SPALKA MARTIN
KANE BETHANY
REGION CODE ADDRESS : 6080 GILMORE
01 CITY : COTATI
STATE/ZIP : CA 94931
MORTGAGE AMOUNT : 265,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,880.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,991.23 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,430,650.00
P & I AMT: 10,439.84
UPB AMT: 1,429,702.50
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 186
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031213325 MORTGAGORS: CHERRY CHARLES
CHERRY COLLEEN
REGION CODE ADDRESS : 28282 RANCHO GRANDE
01 CITY : LAGUNA NIGUEL
STATE/ZIP : CA 92677
MORTGAGE AMOUNT : 295,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,113.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 79.72900
----------------------------------------------------------------
0 0031213358 MORTGAGORS: HAEFFELE STEVEN
HAEFFELE DEBORAH
REGION CODE ADDRESS : 16600 OLEANDER AVENUE
01 CITY : LOS GATOS
STATE/ZIP : CA 95032
MORTGAGE AMOUNT : 418,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 418,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,887.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 71.45200
----------------------------------------------------------------
0 0031213390 MORTGAGORS: CARUS FRANK
CARUS CARON
REGION CODE ADDRESS : 510 GREEN LANE
01 CITY : REDONDO BEACH
STATE/ZIP : CA 90278
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,922.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.94100
----------------------------------------------------------------
0 0031213416 MORTGAGORS: KUO CHON-CHIO
KUO JANE
REGION CODE ADDRESS : 3216 EMERALD AVENUE
01 CITY : SIMI VALLEY
STATE/ZIP : CA 93063
MORTGAGE AMOUNT : 263,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,250.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,795.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0031213440 MORTGAGORS: HORNEY MICHAEL
HORNEY GUIQING
REGION CODE ADDRESS : 3684 GLASGOW CIRCLE
01 CITY : LIVERMORE
STATE/ZIP : CA 94550
MORTGAGE AMOUNT : 295,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,113.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 73.93400
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,546,250.00
P & I AMT: 10,832.53
UPB AMT: 1,546,250.00
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 187
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031213457 MORTGAGORS: MOSSESSIAN TOMI
PATENAUDE SOPHIE
REGION CODE ADDRESS : 3263 BORDERO LANE
01 CITY : THOUSAND OAKS
STATE/ZIP : CA 91362
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,791.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 78.61635
----------------------------------------------------------------
0 0031213523 MORTGAGORS: CHAVERS RONALD
CHAVERS GINA
REGION CODE ADDRESS : 16155 ROYAL TROONE COURT
01 CITY : CHINO HILLS
STATE/ZIP : CA 91709
MORTGAGE AMOUNT : 254,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,411.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,780.20 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.97100
----------------------------------------------------------------
0 0031213556 MORTGAGORS: PASQUINE THOMAS
PASQUINE VALERIE
REGION CODE ADDRESS : 345 SUMMER STREET
01 CITY : MANCHESTER BY THE SEA
STATE/ZIP : MA 01944
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 350,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,507.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------
0 0031213663 MORTGAGORS: HALL WILLIAM
HALL DEBRA
REGION CODE ADDRESS : 275 APPLE VALLEY LANE
01 CITY : WATSONVILLE
STATE/ZIP : CA 95076
MORTGAGE AMOUNT : 282,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 281,790.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,971.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 56.40000
----------------------------------------------------------------
0 0031213895 MORTGAGORS: ROSSOW SCOTT
ROSSOW DARCY
REGION CODE ADDRESS : 15271 CAYUSE COURT
01 CITY : RIVERSIDE
STATE/ZIP : CA 92506
MORTGAGE AMOUNT : 135,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 134,907.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 978.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 250
LTV : 79.41100
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,271,600.00
P & I AMT: 9,029.31
UPB AMT: 1,271,108.87
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 188
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031213911 MORTGAGORS: PAREJO RICHARD
PAREJO BARBARA
REGION CODE ADDRESS : 7050 VALLEY GREENS CIRCLE
01 CITY : CARMEL VALLEY
STATE/ZIP : CA 93923
MORTGAGE AMOUNT : 266,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 266,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,905.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 40.92300
----------------------------------------------------------------
0 0031214083 MORTGAGORS: HARDING WILLIAM
HARDING CHRISTINE
REGION CODE ADDRESS : 3131 JUBILEE COURT
01 CITY : HUNTINGTOWN
STATE/ZIP : MD 20639
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,800.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,746.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031214109 MORTGAGORS: NOERENBERG HARRY
NOERENBERG ELLEN
REGION CODE ADDRESS : 10 DAYTON CIRCLE
01 CITY : MEDIA
STATE/ZIP : PA 19063
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,810.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,993.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 71.57100
----------------------------------------------------------------
0 0031214166 MORTGAGORS: WALKER DAVID
WALKER PATSY
REGION CODE ADDRESS : 8430 KILMARTIN LANE
01 CITY : CHARLOTTE
STATE/ZIP : NC 28269
MORTGAGE AMOUNT : 257,283.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,101.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,843.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 94.99900
----------------------------------------------------------------
0 0031214216 MORTGAGORS: BAU RANDY
LI AMY
REGION CODE ADDRESS : 7596 NORMANDY WAY
01 CITY : CUPERTINO
STATE/ZIP : CA 95014
MORTGAGE AMOUNT : 376,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 376,527.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,666.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,431,083.00
P & I AMT: 10,156.15
UPB AMT: 1,430,239.74
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 189
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031214380 MORTGAGORS: ELKINS ANNE
REGION CODE ADDRESS : 2 WAKEFIELD AVE
01 CITY : PORT WASHINGTON
STATE/ZIP : NY 11050
MORTGAGE AMOUNT : 233,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 232,855.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,770.97 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 94.71500
----------------------------------------------------------------
0 0031214497 MORTGAGORS: GLACY PETER
GLACY JULIE
REGION CODE ADDRESS : 2910 JAVA ROAD
01 CITY : COSTA MESA
STATE/ZIP : CA 92626
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 324,776.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,356.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 84.41500
----------------------------------------------------------------
0 0031214588 MORTGAGORS: TAYLOR JAMES
WHIPPLE CYNTHIA
REGION CODE ADDRESS : 725 EAST TEAL CIRCLE
01 CITY : ANAHEIM HILLS
STATE/ZIP : CA 92807
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,989.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031214612 MORTGAGORS: WARFIELD ROBERT
WARFIELD KATHLEEN
REGION CODE ADDRESS : 1805 VIA PACIFICA
01 CITY : APTOS
STATE/ZIP : CA 95003
MORTGAGE AMOUNT : 432,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 432,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,020.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031214638 MORTGAGORS: JUNG LESTER
JUNG ANN
REGION CODE ADDRESS : 4550 HAWK WAY
01 CITY : DUBLIN
STATE/ZIP : CA 94568
MORTGAGE AMOUNT : 273,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,797.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,908.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.98007
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,551,000.00
P & I AMT: 11,046.06
UPB AMT: 1,550,428.90
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 190
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031214810 MORTGAGORS: HOSLER RAYMOND
HOSLER IRENE
REGION CODE ADDRESS : 2383 DONNER PLACE
01 CITY : SANTA CLARA
STATE/ZIP : CA 95050
MORTGAGE AMOUNT : 234,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 233,817.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,596.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 69.99910
----------------------------------------------------------------
0 0031214919 MORTGAGORS: PLESKUS ALBERT
PLESKUS JUDITH
REGION CODE ADDRESS : 12265 PORCELINA COURT
01 CITY : SAN DIEGO
STATE/ZIP : CA 92131
MORTGAGE AMOUNT : 316,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 316,608.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,188.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 89.99707
----------------------------------------------------------------
0 0031214935 MORTGAGORS: ITO JOHN
ITO WENDY
REGION CODE ADDRESS : 4625 NARROT STREET
01 CITY : TORRANCE
STATE/ZIP : CA 90503
MORTGAGE AMOUNT : 247,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,306.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,688.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0031215734 MORTGAGORS: LARA ROBERT
LARA CECILIA
REGION CODE ADDRESS : 9066 HERON AVENUE
01 CITY : FOUNTAIN VALLEY
STATE/ZIP : CA 92708
MORTGAGE AMOUNT : 249,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,850.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,811.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
0 0031215767 MORTGAGORS: FRANTZ TIMOTHY
FRANTZ KIMBERLI
REGION CODE ADDRESS : 19380 MACHO ROAD
01 CITY : RED BLUFF
STATE/ZIP : CA 96080
MORTGAGE AMOUNT : 256,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,749.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,304,700.00
P & I AMT: 9,034.46
UPB AMT: 1,304,083.28
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 191
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031215783 MORTGAGORS: BITNER KENNETH
BITNER JULIE
REGION CODE ADDRESS : 16605 MALCOLM LANE
01 CITY : YORBA LINDA
STATE/ZIP : CA 92886
MORTGAGE AMOUNT : 236,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 236,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,650.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031215932 MORTGAGORS: PAYER STEPHEN
PAYER AMY
REGION CODE ADDRESS : 921 QUARRY STREET
01 CITY : PETALUMA
STATE/ZIP : CA 94954
MORTGAGE AMOUNT : 244,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,753.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 79.97120
----------------------------------------------------------------
0 0031216021 MORTGAGORS: LEWIS JOSEPH
REGION CODE ADDRESS : 13465 MC CORMICK STREET
01 CITY : VAN NUYS
STATE/ZIP : CA 91401
MORTGAGE AMOUNT : 243,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,596.34 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.67210
----------------------------------------------------------------
0 0031216146 MORTGAGORS: RIVERA ELVIN
CABUTAGE VIRGINIA
REGION CODE ADDRESS : 4674 CHEENEY STREET
01 CITY : SANTA CLARA
STATE/ZIP : CA 95054
MORTGAGE AMOUNT : 319,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,700.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,182.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.99750
----------------------------------------------------------------
0 0031216153 MORTGAGORS: KONDAPALLI SURESH
DASU SANTA
REGION CODE ADDRESS : 2280 ALCALDE STREET
01 CITY : SANTA CLARA
STATE/ZIP : CA 95054
MORTGAGE AMOUNT : 294,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,950.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,012.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.99100
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,338,700.00
P & I AMT: 9,194.97
UPB AMT: 1,338,450.41
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 192
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031216187 MORTGAGORS: TRIPI VINCENT
TRIPI MARY
REGION CODE ADDRESS : 38889 ALTURA STREET
01 CITY : FREMONT
STATE/ZIP : CA 94536
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,779.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,320.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 78.04878
----------------------------------------------------------------
0 0031216211 MORTGAGORS: DAMELE JOSEPH
DAMELE PEGGY
REGION CODE ADDRESS : 1210 DUTCH MILL DRIVE
01 CITY : DANVILLE
STATE/ZIP : CA 94526
MORTGAGE AMOUNT : 305,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 305,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,215.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 65.00000
----------------------------------------------------------------
0 0031216229 MORTGAGORS: MORFORD BRIAN
MORFORD JEANNE
REGION CODE ADDRESS : 4360 E. ROCKY POINT ROAD
01 CITY : ANAHEIM
STATE/ZIP : CA 92807
MORTGAGE AMOUNT : 295,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,450.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,040.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
0 0031216245 MORTGAGORS: HAMMOND CYNTHIA
HAMMOND JOHN
REGION CODE ADDRESS : 7725 KENNEDY ROAD
01 CITY : SEBASTOPOL
STATE/ZIP : CA 95472
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 240,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,678.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031216260 MORTGAGORS: GOLDBERG JAY
GOLDBERG CORRINNE
REGION CODE ADDRESS : 18745 EAST CAVENDISH DRIVE
01 CITY : CASTRO VALLEY
STATE/ZIP : CA 94552
MORTGAGE AMOUNT : 277,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,850.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,919.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 94.99100
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,438,800.00
P & I AMT: 10,173.06
UPB AMT: 1,438,579.78
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 193
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031216724 MORTGAGORS: CRUMP DOUGLAS
CRUMP NANCY
REGION CODE ADDRESS : 1439 WEST 10330 SOUTH
01 CITY : SOUTH JORDAN
STATE/ZIP : UT 84095
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,805.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,761.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031216757 MORTGAGORS: O'CONNELL TIM
LITTLE LARRY
REGION CODE ADDRESS : 1425 WEST HOOD AVENUE
01 CITY : CHICAGO
STATE/ZIP : IL 60660
MORTGAGE AMOUNT : 245,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,713.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 68.05500
----------------------------------------------------------------
0 0031216880 MORTGAGORS: GIRAGOS WILLIAM
REGION CODE ADDRESS : 2894 EVESHAM AVENUE
01 CITY : THOUSAND OAKS
STATE/ZIP : CA 91362
MORTGAGE AMOUNT : 286,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 286,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,048.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 74.67300
----------------------------------------------------------------
0 0031216914 MORTGAGORS: MCNEIL CHARLES
MCNEIL MONICA
REGION CODE ADDRESS : 4916 ALONDRA COURT
01 CITY : EL DORADO HILLS
STATE/ZIP : CA 95762
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,898.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 88.33300
----------------------------------------------------------------
0 0031217110 MORTGAGORS: HAHN DAVID
HAHN ALISON
REGION CODE ADDRESS : 7 BELLE ISLE DRIVE
01 CITY : LAGUNA NIGUEL
STATE/ZIP : CA 92677
MORTGAGE AMOUNT : 253,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,812.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 74.41100
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,304,000.00
P & I AMT: 9,234.25
UPB AMT: 1,303,805.97
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 194
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031217508 MORTGAGORS: SHAHAB BEHROOZ
SHAHAB LAURIE
REGION CODE ADDRESS : 311 NOB HILL DRIVE
01 CITY : WALNUT CREEK
STATE/ZIP : CA 94596
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 324,770.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,328.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 78.31320
----------------------------------------------------------------
0 0031217524 MORTGAGORS: KWAN ED
NG CUBY
REGION CODE ADDRESS : 45740 CHABLIS COURT
01 CITY : FREMONT
STATE/ZIP : CA 94539
MORTGAGE AMOUNT : 399,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 399,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,858.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 71.89180
----------------------------------------------------------------
0 0031217532 MORTGAGORS: YOSHIDA DEAN
YOSHIDA ELIZABETH
REGION CODE ADDRESS : 43 LA JOLLA COURT
01 CITY : DANVILLE
STATE/ZIP : CA 94526
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 450,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,146.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 61.64380
----------------------------------------------------------------
0 0031217540 MORTGAGORS: DIEP KIET
CHEN YAN
REGION CODE ADDRESS : 43193 SUMTER AVENUE
01 CITY : FREMONT
STATE/ZIP : CA 94538
MORTGAGE AMOUNT : 244,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,711.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031217557 MORTGAGORS: FONG PAUL
FONG VIVIAN
REGION CODE ADDRESS : 81 LOPEZ AVENUE
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94116
MORTGAGE AMOUNT : 581,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 581,250.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,915.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,000,050.00
P & I AMT: 13,960.96
UPB AMT: 1,999,820.62
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 195
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031217565 MORTGAGORS: WILSON DEAN
WILSON LISA
REGION CODE ADDRESS : 4465 DISCOVERY POINT
01 CITY : BYRON
STATE/ZIP : CA 94514
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,746.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 77.57570
----------------------------------------------------------------
0 0031217870 MORTGAGORS: KIELY THOMAS
KIELY FAITH
REGION CODE ADDRESS : 24 WYCKOFF STREET
01 CITY : BROOKLYN
STATE/ZIP : NY 11201
MORTGAGE AMOUNT : 472,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 472,198.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,549.73 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 87.82500
----------------------------------------------------------------
0 0031217946 MORTGAGORS: HESSLER GORDON
HESSLER YVONNE
REGION CODE ADDRESS : 1269 CEDAR RIDGE
01 CITY : ZEPHYR COVE
STATE/ZIP : NV 89448
MORTGAGE AMOUNT : 428,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 427,393.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,066.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031217995 MORTGAGORS: CRISTOFORO ANTHONY
CRISTOFORO BARBARA
REGION CODE ADDRESS : 117 EAST 85TH STREET
01 CITY : BRIGHTON BEACH
STATE/ZIP : NJ 08008
MORTGAGE AMOUNT : 421,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 420,671.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,871.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 69.93300
----------------------------------------------------------------
0 0031218142 MORTGAGORS: MAGENHEIMER PAUL
MAGENHEIMER JOYCE
REGION CODE ADDRESS : 4421 WEST HIDDEN VALLEY DRIVE
01 CITY : RENO
STATE/ZIP : NV 89502
MORTGAGE AMOUNT : 243,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,819.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,699.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 67.12700
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,820,500.00
P & I AMT: 12,933.40
UPB AMT: 1,819,083.83
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 196
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031218365 MORTGAGORS: PAIST WILLIAM
PAIST MICHELLE
REGION CODE ADDRESS : 182 MAY STREET
01 CITY : ELMHURST
STATE/ZIP : IL 60126
MORTGAGE AMOUNT : 264,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,808.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,868.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------
0 0031218399 MORTGAGORS: ROPER JAMES
ROPER MARION
REGION CODE ADDRESS : 6786 OLD RANCH TRAIL
01 CITY : LITTLETON
STATE/ZIP : CO 80125
MORTGAGE AMOUNT : 228,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 228,342.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,656.79 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 69.24200
----------------------------------------------------------------
0 0031218415 MORTGAGORS: GOMEZ JOSE
GOMEZ GLORIA
REGION CODE ADDRESS : 3617 HARLANO STREET
01 CITY : CORAL GABLES
STATE/ZIP : FL 33134
MORTGAGE AMOUNT : 249,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,946.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,786.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 89.03500
----------------------------------------------------------------
0 0031218423 MORTGAGORS: MILLER SCOTT
MILLER DIANE
REGION CODE ADDRESS : 7100 RAMSGATE COURT
01 CITY : CLARKSVILLE
STATE/ZIP : MD 21029
MORTGAGE AMOUNT : 330,550.00 OPTION TO CONVERT :
UNPAID BALANCE : 330,298.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,283.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 89.99400
----------------------------------------------------------------
0 0031218431 MORTGAGORS: KLANECKY BRADFORD
KLANECKY IVETTE
REGION CODE ADDRESS : 5467 SOUTH IDALIA WAY
01 CITY : AURORA
STATE/ZIP : CO 80015
MORTGAGE AMOUNT : 227,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 226,878.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,627.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,299,550.00
P & I AMT: 9,222.11
UPB AMT: 1,298,275.34
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 197
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031218480 MORTGAGORS: HUGHES JAMES
REGION CODE ADDRESS : 1421 BARROWS GROVE ROAD
01 CITY : BUCKHEAD
STATE/ZIP : GA 30625
MORTGAGE AMOUNT : 264,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,804.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,845.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031218498 MORTGAGORS: BRENNER RICHARD
BRENNER DONNA
REGION CODE ADDRESS : 4920 NORTHWEST 102 DRIVE
01 CITY : CORAL SPRINGS
STATE/ZIP : FL 33076
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,814.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,811.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031218506 MORTGAGORS: NEEBLING MARK
NEEBLING ADELE
REGION CODE ADDRESS : 5465 HIDDEN GREEN POINTE
01 CITY : RENO
STATE/ZIP : NV 89502
MORTGAGE AMOUNT : 264,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,813.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,891.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031218803 MORTGAGORS: ARMSTRONG CRAIG
ARMSTRONG ALLISON
REGION CODE ADDRESS : 7985 ALVINA COURT
01 CITY : GRANITE BAY
STATE/ZIP : CA 95746
MORTGAGE AMOUNT : 458,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 457,651.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,163.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 75.70200
----------------------------------------------------------------
0 0031218811 MORTGAGORS: SIEVERS BRIAN
SIEVERS LINDA
REGION CODE ADDRESS : 324 E ACACIA AVENUE
01 CITY : EL SEGUNDO
STATE/ZIP : CA 90245
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 310,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,220.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 67.39130
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,552,000.00
P & I AMT: 10,933.39
UPB AMT: 1,551,083.95
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 198
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031219322 MORTGAGORS: TAIT THOMAS
TAIT JULIANNE
REGION CODE ADDRESS : 7714 E RAINVIEW COURT
01 CITY : ANAHEIM
STATE/ZIP : CA 92808
MORTGAGE AMOUNT : 264,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,845.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 78.80500
----------------------------------------------------------------
0 0031219371 MORTGAGORS: POLLAK RONEN
POLLAK NAOMI
REGION CODE ADDRESS : 28845 EAGLETON STREET
01 CITY : AGOURA HILLS
STATE/ZIP : CA 91301
MORTGAGE AMOUNT : 233,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 233,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,633.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031219405 MORTGAGORS: PAYNTER MICHAEL
PAYNTER STACEY
REGION CODE ADDRESS : 52 LARK COURT
01 CITY : LARKSPUR
STATE/ZIP : CA 94939
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 500,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,496.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 76.33580
----------------------------------------------------------------
0 0031219462 MORTGAGORS: LUCIN ANDREW
REGION CODE ADDRESS : 28005 PONTEVEDRA DRIVE
01 CITY : RANCHO PALOS VERDES
STATE/ZIP : CA 90275
MORTGAGE AMOUNT : 238,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 238,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,664.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 66.48000
----------------------------------------------------------------
0 0031219512 MORTGAGORS: ROSLUND JAMES
ROSLUND KATHLEEN
REGION CODE ADDRESS : 21835 BENETTI COURT
01 CITY : CUPERTINO
STATE/ZIP : CA 95014
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,739.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 41.12900
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,490,600.00
P & I AMT: 10,379.05
UPB AMT: 1,490,600.00
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 199
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031219587 MORTGAGORS: ALS JOANNE
REGION CODE ADDRESS : 1356 LINDA VISTA AVENUE
01 CITY : PASADENA
STATE/ZIP : CA 91103
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 320,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,210.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 78.04870
----------------------------------------------------------------
0 0031219595 MORTGAGORS: LOWRY WALLACE
LOWRY ELINORE
REGION CODE ADDRESS : 5209 HONOR OAK COURT
01 CITY : SANT ROSA
STATE/ZIP : CA 95405
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 330,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,537.41 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 56.99481
----------------------------------------------------------------
0 0031219629 MORTGAGORS: MORADZADEH FARIBORZ
MORADZADEH LILLY
REGION CODE ADDRESS : 152 SOUTH ANITA AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90049
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 500,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,453.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 64.51600
----------------------------------------------------------------
0 0031219751 MORTGAGORS: NGUYEN CHI
NGUYEN GIGI
REGION CODE ADDRESS : 45703 SOUTHEAST 139TH PLACE
01 CITY : NORTH BEND
STATE/ZIP : WA 98045
MORTGAGE AMOUNT : 339,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,250.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,430.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 79.87200
----------------------------------------------------------------
0 0031219777 MORTGAGORS: HALE TERRY
HALE RAGNHILD
REGION CODE ADDRESS : 24503 128TH AVENUE E
01 CITY : GRAHAM
STATE/ZIP : WA 98338
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,740.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,447.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 70.70700
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,839,250.00
P & I AMT: 13,078.63
UPB AMT: 1,838,990.25
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 200
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031220007 MORTGAGORS: GRANDY EDWARD
GRANDY NATALIE
REGION CODE ADDRESS : 1340 E HARVARD AVENUE
01 CITY : SALT LAKE CITY
STATE/ZIP : UT 84105
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,809.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,726.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 67.56700
----------------------------------------------------------------
0 0031220403 MORTGAGORS: DUNCAN VICTOR
DUNCAN KIMBERLY
REGION CODE ADDRESS : MILE 2.9 ALYESKA HWY
01 CITY : GIRDWOOD
STATE/ZIP : AK 99587
MORTGAGE AMOUNT : 333,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 333,750.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,276.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031220759 MORTGAGORS: JEFFERSON WAYNE
REGION CODE ADDRESS : 10401 LESLIE DRIVE
01 CITY : RALEIGH
STATE/ZIP : NC 27615
MORTGAGE AMOUNT : 242,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,079.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,735.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 85.00000
----------------------------------------------------------------
0 0031220833 MORTGAGORS: FITZPATRICK THOMAS
FITZPATRICK GAIL
REGION CODE ADDRESS : 1942 WINTERWARM ROAD
01 CITY : FALLBROOK
STATE/ZIP : CA 92028
MORTGAGE AMOUNT : 254,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,750.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,759.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 89.38500
----------------------------------------------------------------
0 0031220858 MORTGAGORS: LOWE MARK
LOWE JANE
REGION CODE ADDRESS : 915 SOUTH COTTONTAIL LANE
01 CITY : ANAHEIM
STATE/ZIP : CA 92808
MORTGAGE AMOUNT : 294,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,084.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,375,250.00
P & I AMT: 9,582.91
UPB AMT: 1,374,888.79
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 201
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031220866 MORTGAGORS: PATEL SANJAY
PATEL MALTI
REGION CODE ADDRESS : 33997 CAPULET CIRCLE
01 CITY : FREMONT
STATE/ZIP : CA 94555
MORTGAGE AMOUNT : 255,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,015.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,806.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031220882 MORTGAGORS: PENTKOVSKI VLADIMIR
PENTKOVSKI MILLA
REGION CODE ADDRESS : 221 LUNA CIRCLE
01 CITY : FOLSOM
STATE/ZIP : CA 95630
MORTGAGE AMOUNT : 230,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 230,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,591.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.47560
----------------------------------------------------------------
0 0031220890 MORTGAGORS: TAYLOR ANTHONY
TAYLOR MARIAN
REGION CODE ADDRESS : 1500 KESTREL COURT
01 CITY : RENO
STATE/ZIP : NV 89509
MORTGAGE AMOUNT : 241,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 241,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,705.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 82.81780
----------------------------------------------------------------
0 0031220916 MORTGAGORS: LUNSFORD ERIC
LUNSFORD MERLYN
REGION CODE ADDRESS : 17 WINDSOR DRIVE
01 CITY : SAN CARLOS
STATE/ZIP : CA 94070
MORTGAGE AMOUNT : 440,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 440,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,076.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031221401 MORTGAGORS: SHIPLEY HUGH
SHIPLEY KATHERINE
REGION CODE ADDRESS : 2250 NORTH WOODLAND LANE
01 CITY : RIVERWOODS
STATE/ZIP : IL 60015
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,046.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 51.10700
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,466,600.00
P & I AMT: 10,226.46
UPB AMT: 1,466,415.29
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 202
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031221450 MORTGAGORS: NOLAN THOMAS
NOLAN NANCY
REGION CODE ADDRESS : 314 LEITCH AVENUE
01 CITY : LA GRANGE
STATE/ZIP : IL 60525
MORTGAGE AMOUNT : 242,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,733.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 79.86700
----------------------------------------------------------------
0 0031221815 MORTGAGORS: ROHERTY BRIAN
ROHERTY MARTHA
REGION CODE ADDRESS : 13030 MONROE MANOR DRIVE
01 CITY : HERNDON
STATE/ZIP : VA 20171
MORTGAGE AMOUNT : 314,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 314,254.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,145.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.62000
----------------------------------------------------------------
0 0031221914 MORTGAGORS: COOK GILBERT
COOK LINDA
REGION CODE ADDRESS : 129 ARTIST VIEW DRIVE
01 CITY : WELLINGTON
STATE/ZIP : NV 89444
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,828.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,871.10 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------
0 0031222110 MORTGAGORS: BOEHM RONALD
BOEHM ROBERTA
REGION CODE ADDRESS : 176 SANTA CLARA AVENUE
01 CITY : REDWOOD CITY
STATE/ZIP : CA 94061
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,899.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 50.45870
----------------------------------------------------------------
0 0031222128 MORTGAGORS: BANGTSON JEANNE
REGION CODE ADDRESS : 6225 FAIRWAY BAY BLVD. SOUTH
01 CITY : ST. PETERSBURG
STATE/ZIP : FL 33707
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 329,767.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,364.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,416,500.00
P & I AMT: 10,013.80
UPB AMT: 1,415,850.64
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 203
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031222169 MORTGAGORS: HUANG KUOLIANG
REGION CODE ADDRESS : 7680 ST.MARLO COUNTRY CLUB PARKWAY
01 CITY : DULUTH
STATE/ZIP : GA 30155
MORTGAGE AMOUNT : 289,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,400.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,099.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031222227 MORTGAGORS: FULLER JAMES
REGION CODE ADDRESS : 1920 SEVEN SEAS CT
01 CITY : ALPHARETTA
STATE/ZIP : GA 30005
MORTGAGE AMOUNT : 246,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,217.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,722.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031222433 MORTGAGORS: SMITH ERIC
SMITH CYNTHIA
REGION CODE ADDRESS : 3293 ROUND HILL DRIVE
01 CITY : HAYWARD
STATE/ZIP : CA 94542
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,989.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0031222490 MORTGAGORS: MILLER DENVER
MILLER LUZ
REGION CODE ADDRESS : 2495 DEER VALLEY DRIVE
01 CITY : RENO
STATE/ZIP : NV 89511
MORTGAGE AMOUNT : 268,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,810.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,919.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031223191 MORTGAGORS: SWARTZ KURT
SWARTZ DIANE
REGION CODE ADDRESS : 11 AUTUMNWOOD LANE
01 CITY : MT LAUREL TWP
STATE/ZIP : NJ 08054
MORTGAGE AMOUNT : 251,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,150.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,756.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.99900
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,343,150.00
P & I AMT: 9,487.89
UPB AMT: 1,342,578.66
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 204
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031223225 MORTGAGORS: FISHER CHRISTIAN
FISHER MARIE
REGION CODE ADDRESS : 105 S RIVER CLUB HOUSE
01 CITY : HARWOOD
STATE/ZIP : MD 20776
MORTGAGE AMOUNT : 237,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,236.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,721.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 94.99800
----------------------------------------------------------------
0 0031223597 MORTGAGORS: WILLIAMS DANNY
WILLIAMS LORRAINE
REGION CODE ADDRESS : 258 CHESTNUT RIDGE CIRCLE
01 CITY : HENDERSON
STATE/ZIP : NV 89012
MORTGAGE AMOUNT : 241,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 241,200.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,748.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0031223886 MORTGAGORS: DICK DAVID
VAN POTTELBERGH VERONIQUE
REGION CODE ADDRESS : 123 BEACH AVENUE
01 CITY : LARCHMONT
STATE/ZIP : NY 10538
MORTGAGE AMOUNT : 583,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 583,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,176.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 78.25500
----------------------------------------------------------------
0 0031223944 MORTGAGORS: SAVAGE GEORGE
SAVAGE JOAN
REGION CODE ADDRESS : 1363 FALLING STAR AVENUE
01 CITY : WESTLAKE VILLAGE
STATE/ZIP : CA 91362
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 499,638.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,538.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 51.02000
----------------------------------------------------------------
0 0031224041 MORTGAGORS: HELEIN CHARLES
REGION CODE ADDRESS : 1220 DAVISWOOD DRIVE
01 CITY : MCLEAN
STATE/ZIP : VA 22102
MORTGAGE AMOUNT : 628,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 628,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,553.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 79.49300
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 2,189,600.00
P & I AMT: 15,739.29
UPB AMT: 2,189,074.73
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 205
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031224892 MORTGAGORS: AHMED ADNAN
AHMED SAIRA
REGION CODE ADDRESS : 9902 WILLOW TREE TERRACE
01 CITY : ROCKVILLE
STATE/ZIP : MD 20850
MORTGAGE AMOUNT : 339,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 338,854.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,400.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 79.99500
----------------------------------------------------------------
0 0031225089 MORTGAGORS: DELONGIS PETER
DELONGIS TINA
REGION CODE ADDRESS : 4060 CENTRAL AVENUE
01 CITY : WESTERN SPRINGS
STATE/ZIP : IL 60558
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,819.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,769.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 66.48900
----------------------------------------------------------------
0 0031225097 MORTGAGORS: ROTH ROBERT
ROTH KELLY
REGION CODE ADDRESS : 6850 EAGLE MOUNTAIN ROAD
01 CITY : MANITOU SPRINGS
STATE/ZIP : CO 80829
MORTGAGE AMOUNT : 234,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 234,471.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,620.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
0 0031225105 MORTGAGORS: MC MAHON MICHAEL
MC MAHON ANGELA
REGION CODE ADDRESS : 2940 SPURLOCK ROAD
01 CITY : NETHERLAND
STATE/ZIP : TX 77627
MORTGAGE AMOUNT : 388,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 388,511.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,718.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------
0 0031225113 MORTGAGORS: KRESS EDWARD
GIFFORD DENISE
REGION CODE ADDRESS : 2437 KENILWORTH AVENUE
01 CITY : WILMETTE
STATE/ZIP : IL 60091
MORTGAGE AMOUNT : 294,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 293,781.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,055.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 49.41100
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,506,550.00
P & I AMT: 10,564.54
UPB AMT: 1,505,438.32
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 206
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031225121 MORTGAGORS: JOSHI UTPAL
JOSHI VIJYA
REGION CODE ADDRESS : 807 WINFAL DRIVE
01 CITY : SCHAUMBURG
STATE/ZIP : IL 60173
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 419,688.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,936.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031225139 MORTGAGORS: BUTLER PAUL
BUTLER CAROL
REGION CODE ADDRESS : 2314 53RD COURT NE
01 CITY : TACOMA
STATE/ZIP : WA 98422
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,642.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,678.12 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 11/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031225147 MORTGAGORS: FELDMAN ROMAN
FELDMAN DALILA
REGION CODE ADDRESS : 2208 MIRAMAR LANE
01 CITY : BUFFALO GROVE
STATE/ZIP : IL 60089
MORTGAGE AMOUNT : 248,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,124.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,778.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031225154 MORTGAGORS: MODERHOCK GARY
MODERHOCK CORINNE
REGION CODE ADDRESS : 618 HILLSIDE ROAD
01 CITY : GLENVIEW
STATE/ZIP : IL 60025
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 359,739.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,548.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 65.33500
----------------------------------------------------------------
0 0031225162 MORTGAGORS: ENGLAND STEVE
ENGLAND SUE
REGION CODE ADDRESS : 16807 ROBIN LANE
01 CITY : ORLAND PARK
STATE/ZIP : IL 60467
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,808.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,875.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 63.09500
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,533,300.00
P & I AMT: 10,817.41
UPB AMT: 1,532,003.33
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 207
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031225170 MORTGAGORS: PETIT EDWARD
PETIT TERESA
REGION CODE ADDRESS : 1120 CARLYLE COURT
01 CITY : ARLINGTON HEIGHTS
STATE/ZIP : IL 60004
MORTGAGE AMOUNT : 322,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 321,766.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,279.10 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 78.53600
----------------------------------------------------------------
0 0031225188 MORTGAGORS: MASSACCESI MARK
MASSACCESI SUZETTE
REGION CODE ADDRESS : 305 THIERRY LANE
01 CITY : PROSPECT HEIGHTS
STATE/ZIP : IL 60070
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,808.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,875.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 72.60200
----------------------------------------------------------------
0 0031225238 MORTGAGORS: ZEHE JEFFREY
ZEHE KAREN
REGION CODE ADDRESS : 4618 LAWN AVENUE
01 CITY : WESTERN SPRINGS
STATE/ZIP : IL 60558
MORTGAGE AMOUNT : 301,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 301,376.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,108.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031226731 MORTGAGORS: DEJONG ANDREW
DEJONG JENNIFER
REGION CODE ADDRESS : 4506 BEECH STREET
01 CITY : BELLAIRE
STATE/ZIP : TX 77401
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,797.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,981.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/27
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031227911 MORTGAGORS: SZYNSKIE GREGORY
SZYNSKIE PAT
REGION CODE ADDRESS : 162 LOVELAND WAY
01 CITY : GOLDEN
STATE/ZIP : CO 80401
MORTGAGE AMOUNT : 324,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 324,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,237.79 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 74.65400
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5
LOAN AMT: 1,492,600.00
P & I AMT: 10,483.21
UPB AMT: 1,491,748.65
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 01/01/98
P.O. BOX 5260 TMS AG0004980330 01
PAGE: 208
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------
0 0031230394 MORTGAGORS: BAUMGARTNER DANIEL
BAUMGARTNER ROBIN
REGION CODE ADDRESS : 10680 OGLE ROAD NE
01 CITY : POULSBO
STATE/ZIP : WA 98370
MORTGAGE AMOUNT : 233,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 233,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,672.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 76.55700
----------------------------------------------------------------
0 0031231541 MORTGAGORS: KIZER KENNETH
KIZER LORI
REGION CODE ADDRESS : 3629 E AURORA CIRCLE
01 CITY : SALT LAKE CITY
STATE/ZIP : UT 84124
MORTGAGE AMOUNT : 256,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,327.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,882.11 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 12/01/27
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------
0 0031231608 MORTGAGORS: SCHMUKLER LAURENCE
MICHELMAN NANCY
REGION CODE ADDRESS : 2915 STRATHAVEN PLACE
01 CITY : VIENNA
STATE/ZIP : VA 22181
MORTGAGE AMOUNT : 276,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 276,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,929.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
0 0031231616 MORTGAGORS: WIESEMEYER JAMES
REGION CODE ADDRESS : 43001 VESTRY COURT
01 CITY : ASHBURN
STATE/ZIP : VA 20148
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 320,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,210.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 4
LOAN AMT: 1,086,000.00
P & I AMT: 7,694.94
UPB AMT: 1,085,827.89
0 TOTAL NUM OF LOANS: 1039
LOAN AMT: 314,189,256.48
P & I AMT: 2,232,052.87
UPB AMT: 313,930,355.03
<PAGE>
EXHIBIT D
FORM OF SERVICER'S CERTIFICATE
________________, ______
(month) (year)
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC Multi-Class Pass-Through Certificates,
Series 1998-3
Pursuant to the Pooling and Servicing Agreement dated
as of January 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 $________
<PAGE>
(4) Aggregate Principal Prepayments
in full received in
the applicable Prepayment
Period:
(a) Principal $________
(b) Interest $________
(c) Total $________
(5) Aggregate Insurance Proceeds
(including purchases of
Mortgage Loans by primary
mortgage insurers) for
prior month:
(a) Principal $________
(b) Interest $________
(c) Total $________
(6) Aggregate Liquidation
Proceeds for prior month:
(a) Principal $________
(b) Interest $________
(c) Total $________
(7) Aggregate Purchase Prices for
Defaulted and Modified
Mortgage Loans:
(a) Principal $________
(b) Interest $________
(c) Total $________
(8) Aggregate Purchase Prices
(and substitution adjustments)
for Defective Mortgage Loans:
(a) Principal $________
(b) Interest $________
(c) Total $________
(9) Pool Scheduled Principal
Balance: $________
(10) Available Funds: $________
(11) Realized Losses for
prior month: $________
<PAGE>
(12) Aggregate Realized
Losses and Debt
Service Reductions:
(a) Deficient Valuations $________
(b) Special Hazard
Losses $________
(c) Fraud Losses $________
(d) Excess Bankruptcy
Losses $________
(e) Excess Special
Hazard Losses $________
(f) Excess Fraud
Losses $________
(g) Debt Service
Reductions $________
(13) Compensating Interest Payment: $________
(14) Accrued Certificate Interest,
Unpaid Class Interest Shortfalls
and Pay-out Rate:
Class A1 $__________ $__________ ____%
Class A2 $__________ $__________ ____%
Class A3 $__________ $__________ ____%
Class A4 $__________ $__________ ____%
Class A5 $__________ $__________ ____%
Class A6 $__________ $__________ ____%
Class A7 $__________ $__________ ____%
Class A8 $__________ $__________ ____%
Class A9 $__________ $__________ ____%
Class A10 $__________ $__________ ____%
Class M $__________ $__________ ____%
Class B1 $__________ $__________ ____%
Class B2 $__________ $__________ ____%
Class B3 $__________ $__________ ____%
Class B4 $__________ $__________ ____%
Class B5 $__________ $__________ ____%
Class R $__________ $__________ ____%
Class RL $__________ $__________ ____%
(15) Accrual Amount
Class A9 Certificates $__________
<PAGE>
(16) Principal distributable:
Class A1 $__________
Class A2 $__________
Class A3 $__________
Class A4 $__________
Class A5 $__________
Class A6 $__________
Class A7 $__________
Class A8 $__________
Class A9 $__________
Class A10 $__________
Class M $__________
Class B1 $__________
Class B2 $__________
Class B3 $__________
Class B4 $__________
Class B5 $__________
Class R $__________
Class RL $__________
(17) Distributions Allocable to
Unanticipated Recoveries:
Class A1 $__________
Class A2 $__________
Class A3 $__________
Class A4 $__________
Class A5 $__________
Class A6 $__________
Class A7 $__________
Class A8 $__________
Class A9 $__________
Class A10 $__________
Class PO $__________
Class M $__________
Class B1 $__________
Class B2 $__________
Class B3 $__________
Class B4 $__________
Class B5 $__________
Class R $__________
Class RL $__________
(18) Additional distributions to
the Class R Certificate
pursuant to Sections
2.05(c) and 4.01(b): $_____________
(19) Additional distributions to
the Class RL Certificate
pursuant to Section 2.05(d): $_____________
<PAGE>
B. Other Amounts:
1. Senior Percentage for such
Distribution Date: _____________%
2. Senior Prepayment Percentage
for such Distribution Date: _____________%
3. Group II Percentage: _____________%
4. Group II Prepayment
Distribution Date: _____________%
5. Junior Percentage
for such Distribution Date: _____________%
6. Junior Prepayment 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 _____ _____
Class B5 _____ _____
9. Base Servicing Fee $____________
10. Supplemental Servicing Fee $____________
Yes No
11. The occurrence of a Jump --- --
Trigger Date: _____ _____
12. PAC Segment Principal Balance $____________
13. TAC Segment Principal Balance $____________
Capitalized terms used in this Certificate shall have the same
meanings as in the Agreement.
<PAGE>
EXHIBIT E
FORM OF TRANSFER CERTIFICATE AS TO ERISA MATTERS FOR
DEFINITIVE ERISA-RESTRICTED CERTIFICATES
State Street Bank and Trust Company
Corporate Trust Department
225 Franklin Street
Boston, Massachusetts 02110
[NAME OF OFFICER] ______________________ hereby certifies
that:
1. That he [she] is [title of officer] _________________ of
[name of Investor] _______________________________________ (the
"Investor"), a ________________________ [description of type of
entity] duly organized and existing under the laws of the [State
of ____________] [United States], on behalf of which he [she]
makes this affidavit.
2. The Investor (i) is not, and on ________________ [insert
date of transfer of Certificate to Investor] will not be, and on
such date will not be investing the funds of, an employee benefit
plan subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or a plan subject to Section 4975 of
the Code or (ii) is an insurance company investing assets of its
general account and the exemptions provided by Section III(a) of
Department of Labor Prohibited Transaction Class Exemption 95-60,
60 Fed. Reg. 35925 (July 12, 1995) (the "Exemptions") apply to
the Investor's acquisition and holding or any ERISA-Restricted
Certificate.
3. The Investor hereby acknowledges that under the terms of
the Pooling and Servicing Agreement (the "Agreement") between
State Street Bank and Trust Company, as Trustee and GE Capital
Mortgage Services, Inc., dated as of January 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
<PAGE>
Trustee or the Company to any obligation in addition to those
undertaken in the Agreement (provided, however, that the Trustee
will not require such certificate or opinion in the event that,
as a result of change of law or otherwise, counsel satisfactory
to the Trustee has rendered an opinion to the effect that the
purchase and holding of any such Certificate by a Plan or a
Person that is purchasing or holding any such Certificate with
the assets of a Plan will not constitute or result in a
prohibited transaction under ERISA or Section 4975 of the Code).
[4. The ERISA-Restricted Certificates shall be registered
in the name of ______________________________________________ as
nominee for the Investor.]
IN WITNESS WHEREOF, the Investor has caused this instrument
to be executed on its behalf, pursuant to authority of its Board
of Directors, by its [title of officer] __________________ and
its corporate seal to be hereunder attached, attested by its
[Assistant] Secretary, this ____ day of _________, 199_.
___________________________
[name of Investor]
By:________________________
Name:
Title:
The undersigned hereby
acknowledges that it is holding
and will hold the ERISA-Restricted
Certificates at the exclusive
direction of and as nominee of
the Investor named above.
_______________________________
[name of nominee]
By:____________________________
Name:
Title:
<PAGE>
EXHIBIT F
FORM OF RESIDUAL CERTIFICATE TRANSFEREE AFFIDAVIT
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], _________________ being first duly
sworn, deposes and says:
1. That he [she] is [title of officer] ___________
_____________ of [name of Purchaser] ________________________
_________________ (the "Purchaser"), a _______________________
[description of type of entity] duly organized and existing under
the laws of the [State of __________] [United States], on behalf
of which he [she] makes this affidavit.
2. That the Purchaser's Taxpayer Identification
Number is [ ].
3. That the Purchaser is not a "disqualified
organization" within the meaning of Section 860E(e)(5) of the
Internal Revenue Code of 1986, as amended (the "Code") and will
not be a "disqualified organization" as of [date of transfer],
and that the Purchaser is not acquiring a Residual Certificate
(as defined below) for the account of, or as agent (including a
broker, nominee, or other middleman) for, any person or entity
from which it has not received an affidavit substantially in the
form of this affidavit. For these purposes, a "disqualified
organization" means the United States, any state or political
subdivision thereof, any foreign government, any international
organization, any agency or instrumentality of any of the
foregoing (other than an instrumentality if all of its activities
are subject to tax and a majority of its board of directors is
not selected by such governmental entity), any cooperative
organization furnishing electric energy or providing telephone
service to persons in rural areas as described in Code Section
1381(a)(2)(C), or any organization (other than a farmers'
cooperative described in Code Section 521) that is exempt from
federal income tax unless such organization is subject to the tax
on unrelated business income imposed by Code Section 511. As used
herein, "Residual Certificate" means any Certificate designated
as a "Class R Certificate" or "Class RL Certificate" of GE
Capital Mortgage Services, Inc.'s REMIC Multi-Class Pass-Through
Certificates, Series 1998-3.
4. That the Purchaser is not, and on __________
[insert date of transfer of Residual Certificate to Purchaser]
will not be, and is not and on such date will not be investing
<PAGE>
the assets of, an employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or
a plan subject to Code Section 4975 or a person or entity that is
using the assets of any employee benefit plan or other plan to
acquire a Residual Certificate.
5. That the Purchaser hereby acknowledges that under
the terms of the Pooling and Servicing Agreement (the
"Agreement") between State Street Bank and Trust Company, as
Trustee, and GE Capital Mortgage Services, Inc. dated as of
January 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)
<PAGE>
is a Non-U.S. Person that has delivered to both the transferor
and the Trustee an opinion of a nationally recognized tax counsel
to the effect that the transfer of such Residual Certificate to
it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of a
Residual Certificate will not be disregarded for federal income
tax purposes. "Non-U.S. Person" means an individual, corporation,
partnership or other person other than a citizen or resident of
the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or
any political subdivision thereof, or an estate or trust that is
subject to U.S. federal income tax regardless of the source of
its income.
11. That the Purchaser agrees to such amendments of
the Pooling and Servicing Agreement as may be required to further
effectuate the restrictions on transfer of any Residual
Certificate to such a "disqualified organization," an agent
thereof, a Book-Entry Nominee, or a person that does not satisfy
the requirements of paragraph 7 and paragraph 10 hereof.
12. That the Purchaser consents to the designation of
the Company as its agent to act as "tax matters person" of the
Upper Tier REMIC or Lower Tier REMIC, as applicable, pursuant to
the Pooling and Servicing Agreement.
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this
instrument to be executed on its behalf, pursuant to authority of
its Board of Directors, by its [title of officer] this _____ day
of __________, 19__.
________________________________
[name of Purchaser]
By:______________________________
Name:
Title:
Personally appeared before me the above-named [name of
officer] ________________, known or proved to me to be the same
person who executed the foregoing instrument and to be the [title
of officer] _________________ of the Purchaser, and acknowledged
to me that he [she] executed the same as his [her] free act and
deed and the free act and deed of the Purchaser.
Subscribed and sworn before me this _____ day of
__________, 19__.
NOTARY PUBLIC
______________________________
COUNTY OF_____________________
STATE OF______________________
My commission expires the _____ day of __________, 19__.
<PAGE>
EXHIBIT G
[LETTER FROM TRANSFEROR OF RESIDUAL CERTIFICATE]
__________________
Date
State Street Bank and Trust Company
Corporate Trust Department
225 Franklin Street
8th Floor
Boston, Massachusetts 02110
Re: GE Capital Mortgage Services, Inc.
REMIC Multi-Class Pass-Through
Certificates, Series 1998-3
----------------------------------
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 1998-3
----------------------------------
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 January 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
<PAGE>
transfer of a Restricted Certificate (or any portion thereof) is
not exempt from the registration requirements of the Securities
Act and any applicable state securities laws or is not made in
accordance with such federal and state laws. Such indemnification
of the Trustee and the Company shall survive the termination of
the Agreement.
[9. The Restricted Certificates shall be registered in the
name of _____________________________ as nominee for the
Investor.]
IN WITNESS WHEREOF, the Investor has caused this
instrument to be executed on its behalf, pursuant to authority of
its Board of Directors, by its [title of officer] _____________
this _____ day of __________, 19__.
______________________________
[name of Investor]
By:______________________________
Name:
Title:
The undersigned hereby
acknowledges that it is holding
and will hold the Restricted
Certificates at the exclusive
direction of and as nominee
of the Investor named above.
_____________________________
[name of nominee]
By:__________________________
Name:
Title:
<PAGE>
EXHIBIT J
FORM OF DISTRIBUTION DATE STATEMENT
________________, ______
(month) (year)
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC Multi-Class Pass-Through Certificates,
Series 1998-3
Pursuant to the Pooling and Servicing Agreement dated
as of January 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 A4 $__________
Class A5 $__________
Class A6 $__________
Class A7 $__________
Class A8 $__________
Class A9 $__________
Class A10 $__________
Class M $__________
Class B1 $__________
Class B2 $__________
Class B3 $__________
Class B4 $__________
Class B5 $__________
Class R $__________
Class RL $__________
<PAGE>
(2) Aggregate principal prepayments
included in distribution:
Class A1 $__________
Class A2 $__________
Class A3 $__________
Class A4 $__________
Class A5 $__________
Class A6 $__________
Class A7 $__________
Class A8 $__________
Class A9 $__________
Class A10 $__________
Class M $__________
Class B1 $__________
Class B2 $__________
Class B3 $__________
Class B4 $__________
Class B5 $__________
Class R $__________
Class RL $__________
(3) Amount of distribution
allocable to interest;
Pay-out Rate:
Class A1 $__________ ____%
Class A2 $__________ ____%
Class A3 $__________ ____%
Class A4 $__________ ____%
Class A5 $__________ ____%
Class A6 $__________ ____%
Class A7 $__________ ____%
Class A8 $__________ ____%
Class A9 $__________ ____%
Class A10 $__________ ____%
Class M $__________ ____%
Class B1 $__________ ____%
Class B2 $__________ ____%
Class B3 $__________ ____%
Class B4 $__________ ____%
Class B5 $__________ ____%
Class R $__________ ____%
Class RL $__________ ____%
2
<PAGE>
(4) Amount of distribution
allocable to Unanticipated
Recoveries:
Class A1 $__________ ____%
Class A2 $__________ ____%
Class A3 $__________ ____%
Class A4 $__________ ____%
Class A5 $__________ ____%
Class A6 $__________ ____%
Class A7 $__________ ____%
Class A8 $__________ ____%
Class A9 $__________ ____%
Class A10 $__________ ____%
Class M $__________ ____%
Class B1 $__________ ____%
Class B2 $__________ ____%
Class B3 $__________ ____%
Class B4 $__________ ____%
Class B5 $__________ ____%
Class R $__________ ____%
Class RL $__________ ____%
(5) Accrual Amount
Class A9 Certificates $__________
(6) Servicing Compensation: $__________
The amounts below are for the aggregate of all
Certificates:
(7) Pool Scheduled Principal
Balance; number of
Mortgage Loans: $__________ __________
(8) Class Certificate Principal
Balance (or Notional Principal
Balance) of each Class;
Certificate Principal Balance
(or Notional Principal Balance)
of Single Certificate of each
Class:
3
<PAGE>
Single
Certificate
Class Balance Balance
----- ------- -----------
Class A1 $__________ $__________
Class A2 $__________ $__________
Class A3 $__________ $__________
Class A4 $__________ $__________
Class A5 $__________ $__________
Class A6 $__________ $__________
Class A7 $__________ $__________
Class A8 $__________ $__________
Class A9 $__________ $__________
Class A10 $__________ $__________
Class M $__________ $__________
Class B1 $__________ $__________
Class B2 $__________ $__________
Class B3 $__________ $__________
Class B4 $__________ $__________
Class B5 $__________ $__________
Class R $__________ $__________
Class RL $__________ $__________
(9) Book value of real
estate acquired on
behalf of Certificate-
holders; number of
related Mortgage Loans:
$__________ __________
(10) 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 $__________ __________
(11) Aggregate Scheduled
Principal Balance and
number of replaced
Mortgage Loans: $__________ __________
(12) Aggregate Scheduled
Principal Balance and
number of modified
Mortgage Loans: $__________ __________
4
<PAGE>
(13) Senior Percentage for such
Distribution Date: __________%
(14) Senior Prepayment Percentage
for such Distribution Date: __________%
(15) Group II Percentage
for such Distribution Date: __________%
(16) Group II Prepayment
Distribution Percentage
for such Distribution Date: __________%
(17) Junior Percentage for
such Distribution Date: __________%
(18) Junior Prepayment Percentage
for such Distribution Date: __________%
Yes No
(19) The occurrence of a Jump --- --
Trigger Date: ___ __
(20) PAC Segment Principal Balance: $__________
(21) TAC Segment Principal Balance: $__________
Capitalized terms used in this Statement shall have the same
meanings as in the Agreement.
5
<PAGE>
EXHIBIT K
FORM OF SPECIAL SERVICING
AND COLLATERAL FUND AGREEMENT
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the
"Agreement") is made and entered into as of ____________________,
199_, between GE Capital Mortgage Services, Inc. (the "Company")
and _____________________________ (the "Purchaser").
PRELIMINARY STATEMENT
___________________________ or an affiliate thereof is the
holder of the entire interest in REMIC Multi-Class Pass-Through
Certificates, Series 199_-__, Class B_ (the "Class B_
Certificates"). The Class B_ Certificates were issued pursuant to
a Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement") dated as of ________ 1, 199_ between the Company (in
its capacity as servicer thereunder, the "Servicer") and State
Street Bank and Trust Company as Trustee.
____________________________ or an affiliate thereof
intends to resell all of the Class B_ Certificates directly to
the Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have
agreed that the Company, as Servicer, will engage in certain
special servicing procedures relating to foreclosures for the
benefit of the Purchaser, and that the Purchaser will deposit
funds in a collateral fund to cover any losses attributable to
such procedures as well as all advances and costs in connection
therewith, as set forth herein.
[The parties hereto have further agreed that the Purchaser
will have no rights, and the Company will have no obligations
under this Agreement until the Class Certificate Principal
Balance of the REMIC Multi-Class Pass-Through Certificates,
Series 199_-__, Class B5 (the "Class B5 Certificates") has been
reduced to zero, and any Special Servicing and Collateral Fund
Agreement in respect of such Class between the Company and the
Purchaser has been terminated.]
In consideration of the mutual agreements herein contained,
the receipt and sufficiency of which are hereby acknowledged, the
Company and the Purchaser agree that the following provisions
shall become effective and shall be binding on and enforceable by
the Company and the Purchaser upon the acquisition by the
Purchaser of the Class B_ Certificates.
<PAGE>
ARTICLE I
DEFINITIONS
Section 1.01. Defined Terms. Whenever used in this
Agreement, the following words and phrases, unless the context
otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday
of (ii) a day on which banking institutions in New York City or
Boston, Massachusetts are required or authorized by law or
executive order to be closed.
Collateral Fund: The fund established and maintained
pursuant to Section 3.01 hereof.
Collateral Fund Permitted Investments: Either (i)
obligations of, or obligations fully guaranteed as to principal
and interest by, the United States, or any agency or
instrumentality thereof, provided such obligations are backed by
the full faith and credit of the United States, (ii) repurchase
agreements on obligations specified in clause (i) provided that
the unsecured obligations of the party agreeing to repurchase
such obligations are at the time rated by each Rating Agency in
the highest long-term rating category, (iii) federal funds,
certificates of deposit, time deposits and banker's acceptances
of any U.S. depository institution or trust company incorporated
under the laws of the United States or any state provided that
the debt obligations of such depository institution or trust
company at the date of acquisition thereof have been rated by
each Rating Agency in the highest long-term rating category, (iv)
commercial paper of any corporation incorporated under the laws
of the United States or any state thereof which on the date of
acquisition has the highest short term rating of each Rating
Agency, and (v) other obligations or securities that are
acceptable to each Rating Agency as a Collateral Fund Permitted
Investment hereunder and will not, as evidenced in writing,
result in a reduction or withdrawal in the then current rating of
the Certificates and, for each of the preceding clauses, the
maturity thereof shall be not later than the earlier to occur of
(A) 30 days from the date of the related investment and (B) the
Business Day preceding the next succeeding Distribution Date.
Commencement of Foreclosure: The first official action
required under local law in order to commence foreclosure
proceedings or to schedule a trustee's sale under a deed of
trust, including (i) in the case of a mortgage, any filing or
service of process necessary to commence an action to foreclose,
or (ii) in the case of a deed of trust, the posting, publishing,
filing or delivery of a notice of sale, but not including in
2
<PAGE>
either case (x) any notice of default, notice of intent to
foreclose or sell or any other action prerequisite to the actions
specified in (i) or (ii) above and, upon the consent of the
Purchaser which will be deemed given unless expressly withheld
within two Business Days of notification, (y) the acceptance of a
deed-in-lieu of foreclosure (whether in connection with a sale of
the related property or otherwise) or (z) initiation and
completion of a short pay-off.
Current Appraisal: With respect to any Mortgage Loan as to
which the Purchaser has made an Election to Delay Foreclosure, an
appraisal of the related Mortgaged Property obtained by the
Purchaser as nearly contemporaneously as practicable to the time
of the Purchaser's election, prepared based on the Company's
customary requirements for such appraisals.
Election to Delay Foreclosure: Any election by the
Purchaser to delay the Commencement of Foreclosure, made in
accordance with Section 2.02(b).
Election to Foreclose: Any election by the Purchaser to
proceed with the Commencement of Foreclosure, made in accordance
with Section 2.03(a).
Required Collateral Fund Balance: As of any date of
determination, an amount equal to the aggregate of all amounts
previously required to be deposited in the Collateral Fund
pursuant to Section 2.02(d) (after adjustments for all
withdrawals and deposits prior to such date pursuant to Section
2.02(e)) and Section 2.03(b) (after adjustment for all
withdrawals and deposits prior to such date pursuant to Section
2.03(c)) and Section 3.02, reduced by all withdrawals therefrom
prior to such date pursuant to Section 2.02(g) and Section
2.03(d).
Section 1.02. Definitions Incorporated by Reference. All
capitalized terms not otherwise defined in this Agreement shall
have the meanings assigned in the Pooling and Servicing
Agreement.
3
<PAGE>
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01. Reports and Notices.
(a) In connection with the performance of its duties under
the Pooling and Servicing Agreement relating to the realization
upon defaulted Mortgage Loans, the Company as Servicer shall
provide to the Purchaser the following notices and reports:
(i) Within five Business Days after each Distribution
Date (or included in or with the monthly statements to
Certificateholders pursuant to the Pooling and Servicing
Agreement), the Company, as Servicer, shall provide to the
Purchaser a report, using the same methodology and
calculations in its standard servicing reports, indicating
for the Trust Fund the number of Mortgage Loans that are
(A) thirty days, (B) sixty days, (C) ninety days or more
delinquent or (D) in foreclosure, and indicating for each
such Mortgage Loan the loan number and outstanding
principal balance.
(ii) Prior to the Commencement of Foreclosure in
connection with any Mortgage Loan, the Company shall
provide the Purchaser with a notice (sent by facsimile
transmission) of such proposed and imminent foreclosure,
stating the loan number and the aggregate amount owing
under the Mortgage Loan. Such notice may be provided to the
Purchaser in the form of a copy of a referral letter from
the Company to an attorney requesting the institution of
foreclosure or a copy of a request to foreclose received by
the Company from the related primary servicer which has
been approved by the Company.
(b) If requested by the Purchaser, the Company shall make
its servicing personnel available (during their normal business
hours) to respond to reasonable inquiries, in writing by
facsimile transmission, by the Purchaser in connection with any
Mortgage Loan identified in a report under subsection (a)(i) or
(a)(ii) which has been given to the Purchaser, provided, that (1)
the Company shall only be required to provide information that is
readily accessible to its servicing personnel and is
non-confidential and (2) the Company shall respond within five
Business Days orally or in writing by facsimile transmission.
(c) In addition to the foregoing, the Company shall provide
to the Purchaser such information as the Purchaser may reasonably
request concerning each Mortgage Loan that is at least sixty days
delinquent and each Mortgage Loan which has become real estate
4
<PAGE>
owned, through the final liquidation thereof, provided, that the
Company shall only be required to provide information that is
readily accessible to its servicing personnel and is
non-confidential.
Section 2.02. Purchaser's Election to Delay Foreclosure
Proceedings.
(a) The Purchaser shall be deemed to direct the Company
that in the event that the Company does not receive written
notice of the Purchaser's election pursuant to subsection (b)
below within 24 hours (exclusive of any intervening non-Business
Days) of transmission of the notice provided by the Company under
Section 2.01(a)(ii) subject to extension as set forth in Section
2.02(b), the Company may proceed with the Commencement of
Foreclosure in respect of such Mortgage Loan in accordance with
its normal foreclosure policies without further notice to the
Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage
Loan has been brought current or if a refinancing or prepayment
occurs with respect to the Mortgage Loan (including by means of a
short payoff approved by the Company) or (ii) with notice to the
Purchaser if the Company has reached the terms of a forbearance
agreement with the borrower. In such latter case the Company may
complete such forbearance agreement unless instructed otherwise
by the Purchaser within two Business Days of notification.
(b) In connection with any Mortgage Loan with respect to
which a notice under Section 2.01(a)(ii) has been given to the
Purchaser, the Purchaser may elect to instruct the Company to
delay the Commencement of Foreclosure until such time as the
Purchaser determines that the Company may proceed with the
Commencement of Foreclosure. Such election must be evidenced by
written notice received within 24 hours (exclusive of any
intervening non-Business Days) of transmission of the notice
provided by the Company under Section 2.01(a)(ii). The Purchaser
shall send a copy of such notice of election to each Rating
Agency as soon as practicable thereafter. Such 24-hour period
shall be extended for no longer than an additional four Business
Days after the receipt of the information if the Purchaser
requests additional information related to such foreclosure
within such 24-hour period; provided, however, that the Purchaser
will have at least one Business Day to make such election
following its receipt of any requested additional information.
Any such additional information shall (i) not be confidential in
nature and (ii) be obtainable by the Company from existing
reports, certificates or statements or otherwise be readily
accessible to its servicing personnel. The Purchaser agrees that
it has no right to deal with the mortgagor. However, if the
Company's normal foreclosure policies include acceptance of a
5
<PAGE>
deed-in-lieu of foreclosure or short payoff, the Purchaser will
be notified and given two Business Days to respond.
(c) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, the
Purchaser shall obtain a Current Appraisal as soon as
practicable, and shall provide the Company with a copy of such
Current Appraisal.
(d) Within two Business Days of making any Election to
Delay Foreclosure, the Purchaser shall remit by wire transfer to
the Trustee, for deposit in the Collateral Fund, an amount, as
calculated by the Company, equal to the sum of (i) 125% of the
greater of the Scheduled Principal Balance of the Mortgage Loan
and the value shown in the Current Appraisal referred to in
subsection (c) above (or, if such Current Appraisal has not yet
been obtained, the Company's estimate thereof, in which case the
required deposit under this subsection shall be adjusted upon
obtaining such Current Appraisal), and (ii) three months'
interest on the Mortgage Loan at the applicable Mortgage Rate. If
any Election to Delay Foreclosure extends for a period in excess
of three months (such excess period being referred to herein as
the "Excess Period"), the Purchaser shall remit by wire transfer
in advance to the Trustee for deposit in the Collateral Fund the
amount of each additional month's interest, as calculated by the
Company, equal to interest on the Mortgage Loan as the applicable
Mortgage Rate for the Excess Period. The terms of this Agreement
will no longer apply to the servicing of any Mortgage Loan upon
the failure of the Purchaser to deposit the above amounts
relating to the Mortgage Loan within two Business Days of (i) the
Election to Delay Foreclosure or (ii) the beginning of the
related Excess Period, as the case may be.
(e) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, the Company
or the Trustee may withdraw from the Collateral Fund from time to
time amounts necessary to reimburse the Company for all related
Monthly Advances and Liquidation Expenses thereafter made by the
Company as Servicer in accordance with the Pooling and Servicing
Agreement. To the extent that the amount of any such Liquidation
Expense is determined by the Company based on estimated costs,
and the actual costs are subsequently determined to be higher,
the Company or the Trustee may withdraw the additional amount
from the Collateral Fund to reimburse the Company. In the event
that the Mortgage Loan is brought current by the mortgagor, the
amounts so withdrawn from the Collateral Fund shall be
redeposited therein as and to the extent that reimbursement
therefor from amounts paid by the mortgagor is not prohibited
pursuant to the Pooling and Servicing Agreement as of the date
hereof. Except as provided in the preceding sentence, amounts
6
<PAGE>
withdrawn from the Collateral Fund to cover Monthly Advances and
Liquidation Expenses shall not be redeposited therein or
otherwise reimbursed to the Purchaser. If and when any such
Mortgage Loan is brought current by the mortgagor, all amounts
remaining in the Collateral Fund in respect of such Mortgage Loan
(after adjustment for all previous withdrawals and deposits
pursuant to this subsection and after reimbursement to the
Servicer for all related Monthly Advances) shall be released to
the Purchaser.
(f) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, the Company
shall continue to service the Mortgage Loan in accordance with
its customary procedures (other than the delay in Commencement of
Foreclosure as provided herein). If and when, following such
election, the Purchaser shall notify the Company that it believes
that it is appropriate to do so, the Company shall proceed with
the Commencement of Foreclosure; provided that, in any event, if
the Mortgage Loan is not brought current by the mortgagor by the
time the loan becomes 6 months delinquent, the Purchaser's
election shall no longer be effective, unless the Purchaser shall
have purchased the related Mortgage Loan promptly following (and
in any event not later than the third Business Day after) the end
of such 6-month period in the manner provided in the following
two sentences, and the Company shall be entitled to proceed with
the Commencement of Foreclosure. Any purchase of such Mortgage
Loan by the Purchaser pursuant to the preceding sentence shall be
at a purchase price equal to the unpaid principal balance of the
Mortgage Loan plus accrued interest at the Mortgage Rate from the
date last paid by the mortgagor. Such purchase price shall be
deposited by the Purchaser into the Collateral Fund in
immediately available funds on the Business Day which is the date
of purchase and the Purchaser shall instruct the Trustee (with
notice to the Company) to withdraw such amount therefrom on such
Business Day and remit the same to the Trust Fund for application
as Liquidation Proceeds pursuant to the Pooling and Servicing
Agreement. Following such withdrawal, all amounts remaining in
the Collateral Fund in respect of such Mortgage Loan (after
adjustment for all previous withdrawals and deposits pursuant to
this Agreement and after reimbursement to the Servicer for all
related Monthly Advances) shall be released to the Purchaser.
(g) Upon the occurrence of a liquidation with respect to
any Mortgage Loan as to which the Purchaser made an Election to
Delay Foreclosure and as to which the Company proceeded with the
Commencement of Foreclosure in accordance with subsection (f)
above, the Company shall calculate the amount, if any, by which
the value shown on the Current Appraisal obtained under
subsection (c) exceeds the actual sales price obtained for the
related Mortgaged Property (net of Liquidation Expenses and
7
<PAGE>
unreimbursed Monthly Advances related to the extended foreclosure
period), and the Company or the Trustee shall withdraw the amount
of such excess from the Collateral Fund and shall remit the same
to the Trust Fund for application as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After
making such withdrawal, all amounts remaining in the Collateral
Fund in respect of such Mortgage Loan (after adjustment for all
withdrawals and deposits pursuant to subsection (e) and after
reimbursement to the Servicer for all related Monthly Advances)
shall be released to the Purchaser.
Section 2.03. Purchaser's Election to Commence Foreclosure
Proceedings.
(a) In connection with any Mortgage Loan identified in a
report under Section 2.01(a)(i)(B), the Purchaser may elect to
instruct the Company to proceed with the Commencement of
Foreclosure as soon as practicable. Such election must be
evidenced by written notice received by the Company by 5:00 p.m.,
New York City time, on the third Business Day following the
delivery of such report under Section 2.01(a)(i).
(b) Within two Business Days of making any Election to
Foreclose, the Purchaser shall remit to the Trustee, for deposit
in the Collateral Fund, an amount, as calculated by the Company,
equal to 125% of the current Scheduled Principal Balance of the
Mortgage Loan and three months' interest on the Mortgage Loan at
the applicable Mortgage Rate. If and when any such Mortgage Loan
is brought current by the mortgagor, all amounts in the
Collateral Fund in respect of such Mortgage Loan (after
adjustment for all withdrawals and deposits pursuant to
subsection (c) below) shall be released to the Purchaser. The
terms of this Agreement will no longer apply to the servicing of
any Mortgage Loan upon the failure of the Purchaser to deposit
the above amounts relating to the Mortgage Loan within two
Business Days of the Election to Foreclose.
(c) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Foreclose, the Company shall
continue to service the Mortgage Loan in accordance with its
customary procedures. In connection therewith, the Company shall
have the same rights to make withdrawals for Monthly Advances and
Liquidation Expenses from the Collateral Fund as are provided
under Section 2.02(e), and the Company shall make reimbursements
thereto to the limited extent provided under such subsection. The
Company shall not be required to proceed with the Commencement of
Foreclosure if (i) the same is stayed as a result of the
mortgagor's bankruptcy or is otherwise barred by applicable law,
or to the extent that all legal conditions precedent thereto have
not yet been complied with, or (ii) the
8
<PAGE>
Company believes there is a breach of representations or
warranties by the Company, which may result in a repurchase or
substitution of such Mortgage Loan, or (iii) the Company has or
expects to have the right under the Pooling and Servicing
Agreement to purchase the defaulted Mortgage Loan and intends to
exercise such right or (iv) the Company reasonably believes the
Mortgaged Property may be contaminated with or affected by
hazardous wastes or hazardous substances (and the Company
supplies the Purchaser with information supporting such belief)
or (v) the same is prohibited by or is otherwise inconsistent
with the provisions of the Pooling and Servicing Agreement. Any
foreclosure that has been initiated may be discontinued (i)
without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with
respect to the Mortgage Loan (including by means of a short
payoff approved by the Purchaser) or (ii) with notice to the
Purchaser if the Company has reached the terms of a forbearance
agreement unless instructed otherwise by the Purchaser within two
Business Days of notification.
(d) Upon the occurrence of a liquidation with respect to
any Mortgage Loan as to which the Purchaser made an Election to
Foreclose and as to which the Company proceeded with the
Commencement of Foreclosure in accordance with subsection (c)
above, the Company shall calculate the amount, if any, by which
the Scheduled Principal Balance of the Mortgage Loan at the time
of liquidation (plus all unreimbursed Monthly Advances and
Liquidation Expenses in connection therewith other than those
previously paid from the Collateral Fund) exceeds the actual
sales price obtained for the related Mortgaged Property, and the
Company or the Trustee shall withdraw the amount of such excess
from the Collateral Fund and shall remit the same to the Trust
Fund for application as additional Liquidation Proceeds pursuant
to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund (after
adjustment for all withdrawals and deposits pursuant to
subsection (c) above and after reimbursement to the Servicer for
all related Monthly Advances) in respect of such Mortgage Loan
shall be released to the Purchaser.
Section 2.04. Termination.
(a) With respect to all Mortgage Loans included in the
Trust Fund, the Purchaser's right to make any Election to Delay
Foreclosure or any Election to Foreclose and the Company's
obligations under Section 2.01 shall terminate on the earliest to
occur of the following: (i) at such time as the Class Certificate
Principal Balance of the Class B_ Certificates has been reduced
to zero, (ii) if the greater of (x) 43% (or such lower or higher
percentage that represents the Company's actual
9
<PAGE>
loss experience with respect to the Mortgage Loans in the related
pool) of the aggregate principal balance of all Mortgage Loans
that are in foreclosure or are more than 90 days delinquent on a
contractual basis and the aggregate book value of REO properties
or (y) the aggregate amount that the Company estimates through
its normal servicing practices will be required to be withdrawn
from the Collateral Fund with respect to Mortgage Loans as to
which the Purchaser has made an Election to Delay Foreclosure or
an Election to Foreclose exceeds (z) the then-current Class
Certificate Principal Balance of the Class B_ Certificates, or
(iii) upon any transfer by the Purchaser of any interest (other
than the minority interest therein, but only if the transferee
provides written acknowledgment to the Company of the Purchaser's
right hereunder and that such transferee will have no rights
hereunder) in the Class B_ Certificates [or in the Class B5
Certificates] (whether or not such transfer is registered under
the Pooling and Servicing Agreement), including any such transfer
in connection with a termination of the Trust Fund. Unless
earlier terminated as set forth herein, this Agreement and the
respective rights, obligations and responsibilities of the
Purchaser and the Company hereunder shall terminate immediately
upon (x) the later to occur of (i) the final liquidation of the
last Mortgage Loan as to which the Purchaser made any Election to
Delay Foreclosure or any Election to Foreclose and the withdrawal
of all remaining amounts in the Collateral Fund as provided
herein and (ii) ten (10) Business Days' notice or (y) the
occurrence of any event that results in the Purchaser becoming an
"affiliate" of the Trustee within the meaning of the Prohibited
Transaction Exemption (as defined in the Pooling and Servicing
Agreement).
(b) The Purchaser's rights pursuant to Section 2.02 or 2.03
of this Agreement shall terminate with respect to a Mortgage Loan
as to which the Purchaser has exercised its rights under Section
2.02 or 2.03 hereof, upon Purchaser's failure to deposit any
amounts required pursuant to Section 2.02(d) or 2.03(b) after one
Business Day's notice of such failure.
Section 2.05. Notification. The Purchaser shall promptly
notify the Trustee and the Company if such Purchaser becomes
aware of any discussions, plans or events that might lead to such
Person's becoming an "affiliate" (within the meaning of the
Prohibited Transaction Exemption) of the Trustee, provided that
the contents of any such notification shall be kept confidential
by the parties to this Agreement.
10
<PAGE>
ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01. Collateral Fund. Upon payment by the
Purchaser of the initial amount required to be deposited in the
Collateral Fund pursuant to Article II, the Company shall request
the Trustee to establish and maintain with the Trustee a
segregated account entitled "REMIC Multi-Class Pass-Through
Certificates 199_-__ Collateral Fund, for the benefit of GE
Capital Mortgage Services, Inc. and State Street Bank and Trust
Company on behalf of Certificateholders, as secured parties" (the
"Collateral Fund"). Amounts held in the Collateral Fund shall
continue to be the property of the Purchaser, subject to the
first priority security interest granted hereunder for the
benefit of such secured parties, until withdrawn from the
Collateral Fund pursuant to the Section 2.02 or 2.03 hereof.
Upon the termination of this Agreement and the liquidation
of all Mortgage Loans as to which the Purchaser has made any
Election to Delay Foreclosure or any Election to Foreclose
pursuant to Section 2.04 hereof, the Company shall distribute to
the Purchaser all amounts remaining in the Collateral Fund
together with any investment earnings thereon (after giving
effect to all withdrawals therefrom permitted under this
Agreement).
The Purchaser shall not take or direct the Company or the
Trustee to take any action contrary to any provision of the
Pooling and Servicing Agreement. In no event shall the Purchaser
(i) take or cause the Trustee or the Company to take any action
that could cause any REMIC established under the Pooling and
Servicing Agreement to fail to qualify as a REMIC or cause the
imposition on any such REMIC of any "prohibited transaction" or
"prohibited contribution" taxes or (ii) cause the Trustee or the
Company to fail to take any action necessary to maintain the
status of any such REMIC as a REMIC.
Section 3.02. Collateral Fund Permitted Investments. The
Company shall, at the written direction of the Purchaser, direct
the Trustee to invest the funds in the Collateral Fund in the
name of the Trustee in Collateral Fund Permitted Investments.
Such direction shall not be changed more frequently then
quarterly. In the absence of any direction, the Company shall
direct the Trustee select such investments in accordance with the
definition of Collateral Fund Permitted Investments in its
discretion.
All income and gain realized from any investment as well as
any interest earned on deposits in the Collateral Fund (net of
11
<PAGE>
any losses on such investments) and any payments of principal
made in respect of any Collateral Fund Permitted Investment shall
be deposited in the Collateral Fund upon receipt. All costs and
realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the
Purchaser and the amount of net realized losses shall be promptly
deposited by the Purchaser in the Collateral Fund. The Company
shall periodically (but not more frequently than monthly) direct
the Trustee to distribute to the Purchaser upon request an amount
of cash, to the extent cash is available therefor in the
Collateral Fund, equal to the amount by which the balance of the
Collateral Fund, after giving effect to all other distributions
to be made from the Collateral Fund on such date, exceeds the
Required Collateral Fund Balance. Any amounts so distributed
shall be released from the lien and security interest of this
Agreement.
Section 3.03. Grant of Security Interest. In order to
secure the obligations of the Purchaser hereunder to the Company
and the Trustee for the benefit of Certificateholders (other than
its obligations under Section 4.10), the Purchaser hereby grants
to the Company and to the Trustee for the benefit of the
Certificateholders a security interest in and lien on all of the
Purchaser's right, title and interest, whether now owned or
hereafter acquired, in and to: (1) the Collateral Fund, (2) all
amounts deposited in the Collateral Fund and Collateral Fund
Permitted Investments in which such amounts are invested (and the
distributions and proceeds of such investments) and (3) all cash
and non-cash proceeds of any of the foregoing, including proceeds
of the voluntary or involuntary conversion thereof (all of the
foregoing collectively, the "Collateral").
The Purchaser acknowledges the lien on and security
interest in the Collateral for the benefit of the Company and the
Trustee on behalf of the Certificateholders. The Purchaser shall
take all actions requested by the Company or the Trustee as may
be reasonably necessary to perfect the security interest created
under this Agreement in the Collateral and cause it to be prior
to all other security interests and liens, including the
execution and delivery to the Company or at its direction the
Trustee for filing of appropriate financing statements in
accordance with applicable law.
Section 3.04. Collateral Shortfalls. In the event that
amounts on deposit in the Collateral Fund at any time are
insufficient to cover any withdrawals therefrom that the Company
or the Trustee is then entitled to make hereunder, the Purchaser
shall be obligated to pay such amounts to the Company or the
Trustee immediately upon demand. Such obligation shall
constitute a general corporate obligation of the Purchaser. The
12
<PAGE>
failure to pay such amounts within two Business Days of such
demand (except for amounts to cover interest on a Mortgage Loan
pursuant to Sections 2.02(d) and 2.03(b)), shall cause an
immediate termination of the Purchaser's right to make any
Election to Delay Foreclosure or Election to Foreclose and the
Company's obligations under this Agreement with respect to all
Mortgage Loans to which such insufficiencies relate, without the
necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Amendment. This Agreement may be amended from
time to time by the Company and the Purchaser by written
agreement signed by the Company and the Purchaser provided that
no such amendment shall have a material adverse effect on the
holders of other Classes of Certificates.
Section 4.02. Counterparts. This Agreement may be executed
simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument.
Section 4.03. Governing Law. This Agreement shall be
construed in accordance with the laws of the State of New York
and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
Section 4.04. Notices. All demands, notices and direction
hereunder shall be in writing or by telecopy and shall be deemed
effective upon receipt to:
(a) in the case of the Company, with respect to notices
pursuant to Sections 2.02 and 2.03 hereto,
GE Capital Mortgage Services, Inc.
2000 West Loop South
Suite 1917
Houston, Texas 77027
Attention: Mark Pendergrass
Telephone: (713) 964-4207
Facsimile: (713) 964-4100
13
<PAGE>
with respect to all other notices pursuant to this Agreement,
GE Capital Mortgage Services, Inc.
Three Executive Campus
Cherry Hill, New Jersey 08002
Attention: General Counsel
Telephone: (609) 661-6515
Facsimile: (609) 661-6875
or such other address as may hereafter be furnished in writing by
the Company, or
(b) in the case of the Purchaser, with respect to notices
pursuant to Section 2.01,
________________________________
________________________________
Attention:______________________
Telephone:______________________
Facsimile:______________________
with respect to all other notices pursuant to this
Agreement,
________________________________
________________________________
Attention:______________________
Telephone:______________________
Facsimile:______________________
or such other address as may hereafter be furnished in writing by
the Purchaser, or
(c) in the case of the Trustee,
State Street Bank and Trust Company
Corporate Trust Department
Two International Place, Fifth Floor
Boston, Massachusetts 02110
Attention: Karen Beard
Telephone: (617) 664-5465
Facsimile: (617) 664-5367
Section 4.05. Severability of Provisions. If any one or
more of the covenants, agreements, provisions or terms of this
Agreement shall be for any reason whatsoever, including
regulatory, held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining
14
<PAGE>
covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the
other provisions of this Agreement.
Section 4.06. Successor and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of the
parties hereto and the respective successors and assigns of the
parties hereto; provided, however, that the rights under this
Agreement cannot be assigned by the Purchaser without the consent
of the Company.
Section 4.07. Article and Section Headings. The article
and section headings herein are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.
Section 4.08. Third Party Beneficiaries. The Trustee on
behalf of Certificateholders is the intended third party
beneficiary of this Agreement.
Section 4.09. Confidentiality. The Purchaser agrees that
all information supplied by or on behalf of the Company pursuant
to Section 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser
agrees to use such information solely for the purposes set forth
in this Agreement and to hold such information confidential and
not to disclose such information.
Section 4.10. Indemnification. The Purchaser agrees to
indemnify and hold harmless the Company against any and all
losses, claims, damages or liabilities to which it may be
subject, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon
actions taken by the Company in accordance with the provisions of
this Agreement and which actions conflict or are alleged to
conflict with the Company's obligations under the Pooling and
Servicing Agreement. The Purchaser hereby agrees to reimburse the
Company on demand for the reasonable legal or other expenses
incurred by it in connection with investigating or defending any
such loss, claim, damage, liability or action.
[Section 4.11. Delayed Effectiveness. The Purchaser agrees
that, notwithstanding any other provision of this Agreement, the
Purchaser shall have no rights hereunder, and the Company shall
have no obligations hereunder, until the Class Certificate
Principal Balance of the Class B5 Certificates has been reduced
to zero and any Special Servicing and Collateral Fund Agreement
between the Company and the Purchaser relating to such Class B5
Certificates has been terminated.]
15
<PAGE>
IN WITNESS WHEREOF, the Company and the Purchaser have
caused their names to be signed hereto by their respective
officers thereunto duly authorized, all as of the day and year
first above written.
GE CAPITAL MORTGAGE SERVICES, INC.
By:_______________________________
Name:
Title:
[PURCHASER]
By:_______________________________
Name:
Title:
Acknowledged and agreed to:
STATE STREET BANK AND TRUST COMPANY
By:________________________________
Name:
Title:
16
<PAGE>
EXHIBIT L
FORM OF LOST NOTE AFFIDAVIT AND AGREEMENT
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.
<PAGE>
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
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)
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]
3
<PAGE>
EXHIBIT M
SCHEDULE OF DESIGNATED LOANS
<PAGE>
EXHIBIT N
TABLE OF SCHEDULED POOL BALANCES