UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (THE "ACT")
For the fiscal year ended December 31, 1998
Commission File Number: 33-5042
GE CAPITAL MORTGAGE SERVICES, INC.
(Exact name of registrant as specified in its charter)
New Jersey 21-0627285
---------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3 Executive Campus
Cherry Hill, New Jersey 08002
----------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 661-6100
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Act during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days: Yes X
No___
State the aggregate market value of the voting stock held by non-affiliates of
the registrant: None
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date: 100 shares of common stock, par
value $2,000.00 per share, outstanding as of March 26, 1999.
DOCUMENTS INCORPORATED BY REFERENCE:
THE REGISTRANT'S CURRENT REPORTS ON FORM 8-K REFERRED
TO IN RESPONSE TO PART I, ITEM 2 HEREOF.
<PAGE>
GE CAPITAL MORTGAGE SERVICES, INC.
TABLE OF CONTENTS
Page
PART I
Item 1. Business 3
Item 2. Properties 3
Item 3. Legal Proceedings 3
Item 4. Submission of Matters to a Vote of Security
Holders 3
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters 3
Item 6. Selected Financial Data 14
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 15
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk 15
Item 8. Financial Statements and Supplementary Data 15
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 15
PART III
Item 10. Directors and Executive Officers of the
Registrant 15
Item 11. Executive Compensation 15
Item 12. Security Ownership of Certain Beneficial
Owners and Management 15
Item 13. Certain Relationships and Related Transactions 98
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K 98
Supplemental Information 100
SIGNATURES 101
INDEX TO EXHIBITS 102
<PAGE>
This Form 10-K of GE Capital Mortgage Services, Inc. (the "Company") includes
the information required to be set forth herein pursuant to the Amended
Application for Exemptive Order dated December 1, 1986 (the "Exemptive Order"),
filed by the Company (formerly Travelers Mortgage Services, Inc.), which
Exemptive Order was granted by the Securities and Exchange Commission on January
15, 1987.
PART I
Item 1. Business
- ------- --------
The Company utilizes a number of software programs and information systems in
the ordinary course of servicing the mortgage loans it securitizes. Year 2000
compliance programs and information systems modifications have been initiated in
an attempt to ensure that these systems and key processes will remain
functional. This objective is expected to be achieved either by modifying
present systems using existing internal and external programming resources or by
installing new systems, and by monitoring supplier and other third-party
interfaces. While there can be no assurance that all such modifications will be
successful, management does not expect that either costs of modifications or
consequences of any unsuccessful modifications should have a material adverse
effect on the financial position, results of operations or liquidity of the
Company.
Pursuant to the Exemptive Order, the Company is not required to provide any
other information under Item 1.
Item 2. Properties
- ------- ----------
The information set forth in the Current Reports on Form 8-K dated January 26,
1998, February 25, 1998, March 25, 1998, April 27, 1998, May 25, 1998, June 25,
1998, July 27, 1998, August 25, 1998, September 25, 1998, October 26, 1998,
November 25, 1998 and December 28, 1998 is incorporated herein by reference. See
also the Servicer's Annual Statements as to Compliance that are filed as
Exhibits 99.1 through 99.26 under Part IV, Item 14(a) hereof.
Item 3. Legal Proceedings
- ------- -----------------
None.
Item 4. Submission of Matters to a Vote of Security Holders
- ------- ---------------------------------------------------
None.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
- ------- Matters
-------------------------------------------------------------
There is no established public trading market for the Company's publicly issued
Multi-Class Pass-Through Certificates (the "Certificates").
<PAGE>
As of December 31, 1998, the number of holders of record of Certificates was as
follows:
Mortgage Pool Number of Holders of Record
------------- ---------------------------
Series 1998-1 Class A1 2
Series 1998-1 Class A2 3
Series 1998-1 Class A3 10
Series 1998-1 Class R 1
Series 1998-1 Class M 1
Series 1998-1 Class B1 1
Series 1998-1 Class B2 1
Series 1998-2 Class A1 1
Series 1998-2 Class A2 1
Series 1998-2 Class-A3 2
Series 1998-2 Class A4 13
Series 1998-2 Class-A5 8
Series 1998-2 Class A6 4
Series 1998-2 Class A7 9
Series 1998-2 Class A8 1
Series 1998-2 Class A9 1
Series 1998-2 Class A10 3
Series 1998-2 Class A11 1
Series 1998-2 Class A12 10
Series 1998-2 Class R 1
Series 1998-2 Class M 1
Series 1998-2 Class B1 1
Series 1998-2 Class B2 2
Series 1998-3 Class A1 5
Series 1998-3 Class A2 3
Series 1998-3 Class A3 1
Series 1998-3 Class A4 4
Series 1998-3 Class A5 2
Series 1998-3 Class A6 1
Series 1998-3 Class A7 5
Series 1998-3 Class A8 1
Series 1998-3 Class A9 0
Series 1998-3 Class A10 28
Series 1998-3 Class R 1
Series 1998-3 Class RL 1
Series 1998-3 Class M 1
Series 1998-3 Class B1 4
Series 1998-3 Class B2 1
Series 1998-4 Class A1 2
Series 1998-4 Class A2 1
Series 1998-4 Class A3 1
Series 1998-4 Class A4 1
Series 1998-4 Class A5 2
<PAGE>
Mortgage Pool Number of Holders of Record
------------- ---------------------------
Series 1998-4 Class A6 2
Series 1998-4 Class A7 1
Series 1998-4 Class A8 2
Series 1998-4 Class R 1
Series 1998-4 Class M 1
Series 1998-4 Class B1 1
Series 1998-4 Class B2 1
Series 1998-5 Class A1 1
Series 1998-5 Class A2 9
Series 1998-5 Class A3 6
Series 1998-5 Class A4 1
Series 1998-5 Class R 1
Series 1998-5 Class M 1
Series 1998-5 Class B1 1
Series 1998-5 Class B2 1
Series 1998-6 Class 1-A1 2
Series 1998-6 Class 1-A2 1
Series 1998-6 Class 1-A3 1
Series 1998-6 Class 1-A4 1
Series 1998-6 Class 1-A5 1
Series 1998-6 Class 1-A6 11
Series 1998-6 Class 1-M 1
Series 1998-6 Class 1-B1 1
Series 1998-6 Class 1-B2 1
Series 1998-6 Class 2-A1 0
Series 1998-6 Class 2-A2 4
Series 1998-6 Class 2-A3 2
Series 1998-6 Class 2-A4 1
Series 1998-6 Class 2-A5 4
Series 1998-6 Class 2-A6 2
Series 1998-6 Class 2-A7 1
Series 1998-6 Class 2-A8 1
Series 1998-6 Class R 1
Series 1998-6 Class 2-M 1
Series 1998-6 Class 2-B1 1
Series 1998-6 Class 2-B2 1
Series 1998-7 Class A 5
Series 1998-7 Class R 1
Series 1998-7 Class M 1
Series 1998-7 Class B1 1
Series 1998-7 Class B2 1
Series 1998-8 Class 1-A1 1
Series 1998-8 Class 1-A2 1
Series 1998-8 Class 1-A3 1
Series 1998-8 Class 1-A4 1
<PAGE>
Mortgage Pool Number of Holders of Record
------------- ---------------------------
Series 1998-8 Class 1-A5 1
Series 1998-8 Class 1-M 1
Series 1998-8 Class 1-B1 1
Series 1998-8 Class 1-B2 1
Series 1998-8 Class 1-R 1
Series 1998-8 Class 2-A1 2
Series 1998-8 Class 2-A2 8
Series 1998-8 Class 2-A3 4
Series 1998-8 Class 2-A4 2
Series 1998-8 Class 2-A5 6
Series 1998-8 Class 2-A6 4
Series 1998-8 Class 2-A7 3
Series 1998-8 Class 2-A8 3
Series 1998-8 Class 2-A9 2
Series 1998-8 Class 2-A10 1
Series 1998-8 Class 2-A11 5
Series 1998-8 Class 2-A12 7
Series 1998-8 Class 2-A13 1
Series 1998-8 Class 2-A14 1
Series 1998-8 Class 2-R 1
Series 1998-8 Class 2-M 1
Series 1998-8 Class 2-B1 1
Series 1998-8 Class 2-B2 1
Series 1998-9 Class A1 2
Series 1998-9 Class A2 2
Series 1998-9 Class A3 7
Series 1998-9 Class A4 1
Series 1998-9 Class A5 0
Series 1998-9 Class A6 1
Series 1998-9 Class A7 1
Series 1998-9 Class A8 2
Series 1998-9 Class A9 1
Series 1998-9 Class A10 1
Series 1998-9 Class A11 3
Series 1998-9 Class A12 1
Series 1998-9 Class A13 2
Series 1998-9 Class A14 3
Series 1998-9 Class A15 10
Series 1998-9 Class A16 1
Series 1998-9 Class A17 1
Series 1998-9 Class A18 1
Series 1998-9 Class A19 1
Series 1998-9 Class M 1
Series 1998-9 Class B1 1
Series 1998-9 Class B2 1
<PAGE>
Mortgage Pool Number of Holders of Record
------------- ---------------------------
Series 1998-9 Class R 1
Series 1998-9 Class RL 1
Series 1998-10 Class 1-A1 10
Series 1998-10 Class 1-A2 3
Series 1998-10 Class 1-A3 1
Series 1998-10 Class 1-A4 1
Series 1998-10 Class 1-A5 7
Series 1998-10 Class 1-A6 0
Series 1998-10 Class 1-A7 1
Series 1998-10 Class 1-A8 5
Series 1998-10 Class 1-A9 2
Series 1998-10 Class 1-A10 8
Series 1998-10 Class 1-R 1
Series 1998-10 Class 1-RL 1
Series 1998-10 Class 1-M 1
Series 1998-10 Class 1-B1 1
Series 1998-10 Class 1-B2 1
Series 1998-10 Class 2-A1 3
Series 1998-10 Class 2-A2 1
Series 1998-10 Class 2-A3 4
Series 1998-10 Class 2-A4 0
Series 1998-10 Class 2-A5 0
Series 1998-10 Class 2-A6 1
Series 1998-10 Class 2-A7 1
Series 1998-10 Class 2-M 1
Series 1998-10 Class 2-B1 1
Series 1998-10 Class 2-B2 1
Series 1998-10 Class 2-R 1
Series 1998-11 Class 1-A1 2
Series 1998-11 Class 1-A2 1
Series 1998-11 Class 1-A3 2
Series 1998-11 Class 1-A4 4
Series 1998-11 Class 1-A5 2
Series 1998-11 Class 1-A6 1
Series 1998-11 Class 1-A7 12
Series 1998-11 Class 1-A8 1
Series 1998-11 Class 1-A9 1
Series 1998-11 Class 1-A10 1
Series 1998-11 Class 1-A11 9
Series 1998-11 Class 1-A12 1
Series 1998-11 Class 1-A13 4
Series 1998-11 Class 1-A14 0
Series 1998-11 Class 1-A15 1
Series 1998-11 Class 1-A16 5
Series 1998-11 Class 1-A17 2
<PAGE>
Mortgage Pool Number of Holders of Record
------------- ---------------------------
Series 1998-11 Class 1-M 2
Series 1998-11 Class 1-B1 1
Series 1998-11 Class 1-B2 1
Series 1998-11 Class 1-R 1
Series 1998-11 Class 2-A1 1
Series 1998-11 Class 2-A2 9
Series 1998-11 Class 2-A3 0
Series 1998-11 Class 2-A4 3
Series 1998-11 Class 2-A5 5
Series 1998-11 Class 2-A6 1
Series 1998-11 Class 2-A7 0
Series 1998-11 Class 2-A8 5
Series 1998-11 Class 2-A9 7
Series 1998-11 Class 2-A10 1
Series 1998-11 Class 2-A11 6
Series 1998-11 Class 2-A12 1
Series 1998-11 Class 2-A13 1
Series 1998-11 Class 2-A14 2
Series 1998-11 Class 2-A15 2
Series 1998-11 Class 2-A16 1
Series 1998-11 Class 2-M 1
Series 1998-11 Class 2-B1 1
Series 1998-11 Class 2-B2 1
Series 1998-11 Class 2-R 1
Series 1998-11 Class 2-RL 1
Series 1998-11 Class 3-A 2
Series 1998-11 Class 3-M 1
Series 1998-11 Class 3-B1 1
Series 1998-11 Class 3-B2 1
Series 1998-11 Class 3-R 1
Series 1998-12 Class 1-A1 16
Series 1998-12 Class 1-A2 1
Series 1998-12 Class 1-A3 2
Series 1998-12 Class 1-A4 4
Series 1998-12 Class 1-A5 1
Series 1998-12 Class 1-A6 1
Series 1998-12 Class 1-A7 4
Series 1998-12 Class 1-A8 3
Series 1998-12 Class 1-A9 1
Series 1998-12 Class 1-A10 0
Series 1998-12 Class 1-A11 2
Series 1998-12 Class 1-A12 1
Series 1998-12 Class 1-A13 1
Series 1998-12 Class 1-A14 4
Series 1998-12 Class 1-M 1
<PAGE>
Mortgage Pool Number of Holders of Record
------------- ---------------------------
Series 1998-12 Class 1-B1 1
Series 1998-12 Class 1-B2 1
Series 1998-12 Class 1-R 1
Series 1998-12 Class 1-RL 1
Series 1998-12 Class 2-A1 11
Series 1998-12 Class 2-A2 1
Series 1998-12 Class 2-A3 1
Series 1998-12 Class 2-A4 1
Series 1998-12 Class 2-A5 1
Series 1998-12 Class 2-A6 1
Series 1998-12 Class 2-A7 0
Series 1998-12 Class 2-A8 1
Series 1998-12 Class 2-A9 4
Series 1998-12 Class 2-M 1
Series 1998-12 Class 2-R 1
Series 1998-12 Class 2-RL 1
Series 1998-12 Class 2-B1 1
Series 1998-12 Class 2-B2 1
Series 1998-12 Class 3-A1 1
Series 1998-12 Class 3-A2 1
Series 1998-12 Class 3-A3 1
Series 1998-12 Class 3-A4 4
Series 1998-12 Class 3-R 1
Series 1998-12 Class 3-M 1
Series 1998-12 Class 3-B1 1
Series 1998-12 Class 3-B2 1
Series 1998-12 Class 4-A1 2
Series 1998-12 Class 4-A2 1
Series 1998-12 Class 4-A3 1
Series 1998-12 Class 4-A4 1
Series 1998-12 Class 4-A5 1
Series 1998-12 Class 4-A6 1
Series 1998-12 Class 4-A7 2
Series 1998-12 Class 4-A8 2
Series 1998-12 Class 4-A9 4
Series 1998-12 Class 4-A10 2
Series 1998-12 Class 4-A11 4
Series 1998-12 Class 4-A12 2
Series 1998-12 Class 4-A13 1
Series 1998-12 Class 4-M 1
Series 1998-12 Class 4-B1 1
Series 1998-12 Class 4-B2 1
Series 1998-12 Class 4-R 1
Series 1998-13 Class A1 2
Series 1998-13 Class A2 1
<PAGE>
Mortgage Pool Number of Holders of Record
------------- ---------------------------
Series 1998-13 Class A3 3
Series 1998-13 Class A4 1
Series 1998-13 Class A5 1
Series 1998-13 Class A6 10
Series 1998-13 Class A7 1
Series 1998-13 Class A8 1
Series 1998-13 Class A9 1
Series 1998-13 Class A10 2
Series 1998-13 Class A11 1
Series 1998-13 Class A12 5
Series 1998-13 Class A13 4
Series 1998-13 Class A14 2
Series 1998-13 Class A15 2
Series 1998-13 Class A16 2
Series 1998-13 Class A17 1
Series 1998-13 Class A18 4
Series 1998-13 Class A19 0
Series 1998-13 Class A20 1
Series 1998-13 Class A21 1
Series 1998-13 Class A22 1
Series 1998-13 Class A23 1
Series 1998-13 Class A24 2
Series 1998-13 Class A25 1
Series 1998-13 Class A26 1
Series 1998-13 Class R 1
Series 1998-13 Class RL 1
Series 1998-13 Class M 2
Series 1998-13 Class B1 1
Series 1998-13 Class B2 1
Series 1998-14 Class A1 7
Series 1998-14 Class A2 3
Series 1998-14 Class A3 1
Series 1998-14 Class A4 3
Series 1998-14 Class A5 2
Series 1998-14 Class A6 2
Series 1998-14 Class A7 1
Series 1998-14 Class A8 1
Series 1998-14 Class A9 1
Series 1998-14 Class A10 1
Series 1998-14 Class A11 1
Series 1998-14 Class A12 1
Series 1998-14 Class R 1
Series 1998-14 Class RL 1
Series 1998-14 Class M 1
Series 1998-14 Class B1 1
<PAGE>
Mortgage Pool Number of Holders of Record
------------- ---------------------------
Series 1998-14 Class B2 1
Series 1998-15 Class A1 3
Series 1998-15 Class A2 1
Series 1998-15 Class A3 2
Series 1998-15 Class A4 1
Series 1998-15 Class A5 1
Series 1998-15 Class A6 1
Series 1998-15 Class A7 1
Series 1998-15 Class A8 2
Series 1998-15 Class A9 2
Series 1998-15 Class A10 1
Series 1998-15 Class A11 3
Series 1998-15 Class R 1
Series 1998-15 Class M 1
Series 1998-15 Class B1 3
Series 1998-15 Class B2 1
Series 1998-16 Class A1 2
Series 1998-16 Class A2 1
Series 1998-16 Class A3 4
Series 1998-16 Class A4 1
Series 1998-16 Class A5 1
Series 1998-16 Class A6 2
Series 1998-16 Class R 1
Series 1998-16 Class RL 1
Series 1998-16 Class M 1
Series 1998-16 Class B1 1
Series 1998-16 Class B2 1
Series 1998-17 Class A1 2
Series 1998-17 Class A2 2
Series 1998-17 Class A3 5
Series 1998-17 Class A4 1
Series 1998-17 Class A5 2
Series 1998-17 Class A6 2
Series 1998-17 Class A7 5
Series 1998-17 Class A8 1
Series 1998-17 Class A9 1
Series 1998-17 Class A10 4
Series 1998-17 Class A11 1
Series 1998-17 Class A12 22
Series 1998-17 Class A13 16
Series 1998-17 Class R 1
Series 1998-17 Class RL 1
Series 1998-17 Class M 1
Series 1998-17 Class B1 1
Series 1998-17 Class B2 1
<PAGE>
Mortgage Pool Number of Holders of Record
------------- ---------------------------
Series 1998-18 Class A 7
Series 1998-18 Class R 1
Series 1998-18 Class M 2
Series 1998-18 Class B1 1
Series 1998-18 Class B2 1
Series 1998-19 Class A1 1
Series 1998-19 Class A2 1
Series 1998-19 Class A3 20
Series 1998-19 Class A4 2
Series 1998-19 Class A5 3
Series 1998-19 Class A6 3
Series 1998-19 Class A7 1
Series 1998-19 Class A8 1
Series 1998-19 Class A9 2
Series 1998-19 Class A10 1
Series 1998-19 Class A11 4
Series 1998-19 Class A12 5
Series 1998-19 Class R 1
Series 1998-19 Class M 1
Series 1998-19 Class B1 1
Series 1998-19 Class B2 1
Series 1998-20 Class A1 3
Series 1998-20 Class A2 4
Series 1998-20 Class A3 14
Series 1998-20 Class A4 1
Series 1998-20 Class A5 2
Series 1998-20 Class R 1
Series 1998-20 Class M 1
Series 1998-20 Class B1 1
Series 1998-20 Class B2 1
Series 1998-21 Class A1 5
Series 1998-21 Class A2 9
Series 1998-21 Class A3 2
Series 1998-21 Class A4 3
Series 1998-21 Class A5 10
Series 1998-21 Class A6 1
Series 1998-21 Class A7 3
Series 1998-21 Class A8 12
Series 1998-21 Class A9 1
Series 1998-21 Class A10 0
Series 1998-21 Class A11 1
Series 1998-21 Class A12 2
Series 1998-21 Class A13 2
Series 1998-21 Class R 1
Series 1998-21 Class M 1
<PAGE>
Mortgage Pool Number of Holders of Record
------------- ---------------------------
Series 1998-21 Class B1 1
Series 1998-21 Class B2 1
Series 1998-22 Class A1 3
Series 1998-22 Class A2 1
Series 1998-22 Class R 1
Series 1998-22 Class M 1
Series 1998-22 Class B1 1
Series 1998-22 Class B2 1
Series 1998-23 Class A 1
Series 1998-23 Class R 1
Series 1998-23 Class M 1
Series 1998-23 Class B1 1
Series 1998-23 Class B2 1
Series 1998-24 Class A1 2
Series 1998-24 Class A2 2
Series 1998-24 Class A3 3
Series 1998-24 Class A4 4
Series 1998-24 Class A5 5
Series 1998-24 Class A6 6
Series 1998-24 Class A7 2
Series 1998-24 Class A8 1
Series 1998-24 Class A9 5
Series 1998-24 Class A10 2
Series 1998-24 Class R 1
Series 1998-24 Class M 1
Series 1998-24 Class B1 1
Series 1998-24 Class B2 1
Series 1998-25 Class A1 1
Series 1998-25 Class A2 1
Series 1998-25 Class A3 5
Series 1998-25 Class A4 1
Series 1998-25 Class A5 3
Series 1998-25 Class A6 1
Series 1998-25 Class A7 1
Series 1998-25 Class A8 4
Series 1998-25 Class A9 2
Series 1998-25 Class A10 1
Series 1998-25 Class A11 1
Series 1998-25 Class A12 10
Series 1998-25 Class A13 11
Series 1998-25 Class A14 9
Series 1998-25 Class A15 1
Series 1998-25 Class A16 2
Series 1998-25 Class A17 1
Series 1998-25 Class A18 1
<PAGE>
Mortgage Pool Number of Holders of Record
------------- ---------------------------
Series 1998-25 Class A19 1
Series 1998-25 Class A20 1
Series 1998-25 Class A21 1
Series 1998-25 Class A22 1
Series 1998-25 Class R 1
Series 1998-25 Class M 2
Series 1998-25 Class B1 1
Series 1998-25 Class B2 1
Series 1998-26 Class A 4
Series 1998-26 Class R 1
Series 1998-26 Class M 2
Series 1998-26 Class B1 1
Series 1998-26 Class B2 1
Series 1998-HE1 Class A1 5
Series 1998-HE1 Class A2 5
Series 1998-HE1 Class A3 5
Series 1998-HE1 Class A4 1
Series 1998-HE1 Class A5 4
Series 1998-HE1 Class A6 1
Series 1998-HE1 Class A7 1
Series 1998-HE1 Class R1 1
Series 1998-HE1 Class R2 1
Series 1998-HE1 Class M 1
Series 1998-HE1 Class B1 1
Series 1998-HE1 Class B2 1
Series 1998-HE2 Class A1 1
Series 1998-HE2 Class A2 2
Series 1998-HE2 Class A3 3
Series 1998-HE2 Class A4 1
Series 1998-HE2 Class A5 5
Series 1998-HE2 Class A6 2
Series 1998-HE2 Class A7 4
Series 1998-HE2 Class R1 1
Series 1998-HE2 Class R2 1
Series 1998-HE2 Class M 1
Series 1998-HE2 Class B1 2
Series 1998-HE2 Class B2 1
Pursuant to the Exemptive Order, the Company is not required to provide any
other information under Item 5.
Item 6. Selected Financial Data
- ------- -----------------------
Pursuant to the Exemptive Order, the Company is not required to provide this
information.
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition
- ------- and Results of Operations
------------------------------------------------------------
Pursuant to the Exemptive Order, the Company is not required to provide this
information.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
- -------- ----------------------------------------------------------
Pursuant to the Exemptive Order, the Company is not required to provide this
information.
Item 8. Financial Statements and Supplementary Data
- ------- -------------------------------------------
See the Servicer's Annual Statements as to Compliance that are filed as Exhibits
99.1 through 99.26 under Part IV, Item 14(a) hereof; see also reports concerning
the Registrant's servicing activities, dated February 8, 1999, prepared by the
Registrant's independent certified public accountants, filed as Exhibit 99.27
(relating to the portion of the mortgage loans in the Registrant's Servicing
Portfolio, as defined below, comprised of mortgage loans other than home equity
mortgage loans for which Registrant is primary servicer), Exhibit 99.28
(relating to the home equity loan portion of the Registrant's Servicing
Portfolio for which Registrant is primary servicer) and Exhibit 99.29 (relating
to the portion of mortgage loans in Registrant's Servicing Portfolio for which
Registrant is master servicer) under Part IV, Item 14(a) hereof. Insofar as a
portion of the mortgage loans covered by the report filed by the Company as
Exhibit 99.29 are also directly serviced by the Company, such mortgage loans are
also covered by the report filed as Exhibit 99.27. "Registrant's Servicing
Portfolio" includes, but is not limited to, mortgage loans in Series with
respect to which this Annual Report on Form 10-K is filed.
Item 9. Changes in and Disagreements with Accountants on Accounting
- ------- and Financial Disclosure
------------------------------------------------------------
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
- -------- --------------------------------------------------
Pursuant to the Exemptive Order, the Company is not required to provide this
information.
Item 11. Executive Compensation
- -------- ----------------------
Pursuant to the Exemptive Order, the Company is not required to provide this
information.
Item 12. Security Ownership of Certain Beneficial Owners and Management
- -------- --------------------------------------------------------------
(a) Set forth below is certain information with respect to each holder of record
of more than five percent (5%) of the fractional undivided interests in a
Mortgage Pool evidenced by a Class of a Series of Certificates publicly-offered
during1998, as of December 31, 1998.
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-1 Class A1 Boston Safe Deposit and Trust Company 1 96
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Series 1998-1 Class A2 Bankers Trust Company 1 49
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 1 50
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-1 Class A3 Bank of America Personal Trust 1 12
Proxy Unit #38432
555 S. Flower Street, Level C
Los Angeles, CA 90071
Boston Safe Deposit and Trust Company 1 17
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
The Northern Trust Company 1 31
801 S. Canal C-IN
Chicago, IL 60675
State Street Bank and Trust Company 1 26
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Series 1998-1 Class R Merrill Lynch Pierce Fenner & Smith, Inc.1 100
P.O. Box 12031
Newark, NJ 07101
Series 1998-1 Class M State Street Bank and Trust Company 1 100
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-1 Class B1 Boston Safe Deposit and Trust Company 1 100
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Series 1998-1 Class B2 Boston Safe Deposit and Trust Company 1 100
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Series 1998-2 Class A1 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-2 Class A2 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1998-2 Class-A3 Merrill Lynch, Pierce Fenner & Smith - 1 97
Debt. Securities
4 Corporate Place, Corporate Park 287
Piscataway, NJ 08855
Series 1998-2 Class A4 Salomon Smith Barney, Inc. 1 93
333 W. 34th Street
New York, NY 10001
Series 1998-2 Class-A5 The Bank of New York 1 8
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 12
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Company 1 8
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Chase Manhattan Bank 1 29
4 New York Plaza, 13th Floor
New York, NY 10004
The Northern Trust Company 1 18
801 S. Canal C-IN
Chicago, IL 60675
State Street Bank and Trust Company 1 19
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Series 1998-2 Class A6 The Bank of New York 1 6
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 30
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Merrill Lynch, Pierce Fenner & Smith - 1 31
Safekeeping
4 Corporate Place, Corporate Park 287
Piscataway, NJ 08855
SSB - Trust Custody 1 33
225 Franklin Street, M4
Boston, MA 02110
Series 1998-2 Class A7 A.G. Edwards & Sons, Inc. 1 94
1 North Jefferson
St. Louis, MO 63103
Series 1998-2 Class A8 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-2 Class A9 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1998-2 Class A10 A.G. Edwards & Sons, Inc. 1 99
1 North Jefferson
St. Louis, MO 63103
Series 1998-2 Class A11 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-2 Class A12 Bankers Trust Company 1 42
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Company 1 11
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Merrill Lynch, Pierce Fenner & Smith - 1 25
Safekeeping
4 Corporate Place, Corporate Park 287
Piscataway, NJ 08855
Morgan Stanley & Co., Incorporated 1 5
One Pierrepont Plaza, 7th Floor
Brooklyn, NY 11201
SSB - Trust Company 1 9
225 Franklin Street, M4
Boston, MA 02110
Series 1998-2 Class R ITW Residuals II, Inc. 1 100
3600 West Lake Avenue
Glenview, IL 60025
Series 1998-2 Class M Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-2 Class B1 The Northern Trust Company 1 100
801 S. Canal C-IN
Chicago, IL 60607
Series 1998-2 Class B2 Bankers Trust Company 1 56
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
State Street Bank and Trust Company 1 44
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Series 1998-3 Class A1 Boston Safe Deposit and Trust Company 1 42
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Sanwa Bank California 1 5
P.O. Box 513507
Los Angeles, CA 90051-3507
State Street Bank and Trust Company 1 48
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Series 1998-3 Class A2 Chase Manhattan Bank 1 20
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 1 60
P.O. Box 30576
Tampa, FL 33630-3576
The Industrial Bank of Japan Trust 1 20
Company
245 Park Avenue
New York, NY 10167
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-3 Class A3 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-3 Class A4 The Bank of New York 1 39
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank 1 13
4 New York Plaza, 13th Floor
New York, NY 10004
U.S. Bank National Association 1 6
MPFP 1603 Proxy Unit
601 Second Avenue South
Minneapolis, MN 55402
Dean Witter Reynolds, Inc. 1 42
5690 West Cypress Street
Tampa, FL 33607
Series 1998-3 Class A5 The Bank of New York 1 13
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank 1 87
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-3 Class A6 PWI CMO Account 1 100
1000 Harbor Boulevard, 8th Floor
Weehawken, NJ 07087
Series 1998-3 Class A7 Bankers Trust Company 1 45
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 1 32
4 New York Plaza, 13th Floor
New York, NY 10004
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Manufacturers and Traders Trust Company 1 14
P.O. Box 1377
Buffalo, NY 14240
Paine Webber Incorporated 1 6
1000 Harbor Boulevard
Weehawken, NJ 07087
Series 1998-3 Class A8 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-3 Class A9 None
Series 1998-3 Class A10 Janney Montgomery Scott, Inc. 1 31
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Legg Mason Wood Walker, Inc. 1 27
100 Light Street, P.O. Box 1476
Baltimore, MD 21203-1476
Prudential Securities Incorporated 1 8
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Raymond, James & Associates, Inc. 1 7
880 Carilton Parkway, P.O. Box 12749
St. Petersburg, FL 10001
Series 1998-3 Class R Ailesbury Finance LLC 1 100
1912 Capitol Avenue, Suite 406
Cheyenne, WY 82001
Series 1998-3 Class RL Ailesbury Finance LLC 1 100
1912 Capitol Avenue, Suite 406
Cheyenne, WY 82001
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-3 Class M State Street Bank and Trust Company 1 100
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Series 1998-3 Class B1 Bankers Trust Company 1 11
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
First Union National Bank 1 10
1525 West W. T., Harris Boulevard 3A4
Charlotte, NC 28288
Investors Bank/Inst. Cust. 1 20
200 Clarendon Street
Boston, MA 02116
State Street Bank and Trust Company 1 59
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Series 1998-3 Class B2 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-4 Class A1 Bankers Trust Company 1 97
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-4 Class A2 Deutsche Morgan & Grenfell 1 100
175 Water Street
New York, NY 10038
Series 1998-4 Class A3 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1998-4 Class A4 Deutsche Morgan & Grenfell 1 100
175 Water Street
New York, NY 10038
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-4 Class A5 The Bank of New York 1 9
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 91
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-4 Class A6 Bankers Trust/Trading Account 1 49
Dealer Department, 16 Wall Street
New York, NY 10005
Chase Manhattan Bank 1 51
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-4 Class A7 Deutsche Morgan Grenfell 1 100
175 Water Street
New York, NY 10038
Series 1998-4 Class A8 Bankers Trust Company 1 83
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Company 1 17
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Series 1998-4 Class R Ailesbury Finance LLC 1 100
1912 Capitol Avenue, Suite 406
Cheyenne, WY 82001
Series 1998-4 Class M Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-4 Class B1 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-4 Class B2 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1998-5 Class A1 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-5 Class A2 The Bank of New York 1 40
925 Patterson Plank Road
Secaucus, NJ 07094
The Northern Trust Company 1 40
801 S. Canal C-IN
Chicago, IL 60607
Dean Witter Reynolds, Inc. 1 14
5690 West Cypress Street
Tampa, FL 33607
Series 1998-5 Class A3 The Bank of New York 1 70
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank 1 8
4 New York Plaza, 13th Floor
New York, NY 10004
Fiduciary Trust Company International 1 19
Two World Trade Center, 96th Floor
New York, NY 10048-0772
Series 1998-5 Class A4 Citibank, N.A. 1 100
P.O. Box 30576
Tampa, FL 33630-3576
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-5 Class R Boston Mortgage Investments XI, LLC 1 100
c/o Crispin Koehler Holding Corp.
1440 Chapin Avenue, Suite 310
Bulingame, CA 94010
Series 1998-5 Class M Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-5 Class B1 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-5 Class B2 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-6 Class 1-A1 Bankers Trust Company 1 87
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 1 13
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-6 Class 1-A2 Norwest Investment Services, Inc. 1 100
c/o ADP Proxy Services
51 Mercedes Way
Edgewooe, NY 11717
Series 1998-6 Class 1-A3 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1998-6 Class 1-A4 Bear, Stearns Securities Corp. 1 100
One Metrotech Center North, 4th Floor
Brooklyn, NY 11201-3862
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-6 Class 1-A5 Boston Safe Deposit and Trust Company 1 100
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Series 1998-6 Class 1-A6 The Bank of New York 1 68
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank 1 11
4 New York Plaza, 13th Floor
New York, NY 10004
State Street Bank and Trust Company 1 6
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Series 1998-6 Class 1-M Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-6 Class 1-B1 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-6 Class 1-B2 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-6 Class 2-A1 None
Series 1998-6 Class 2-A2 The Bank of New York 1 5
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit and Trust Company 1 16
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Chase Manhattan Bank 1 66
4 New York Plaza, 13th Floor
New York, NY 10004
State Street Bank and Trust Company 1 12
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Series 1998-6 Class 2-A3 Chase Manhattan Bank 1 96
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-6 Class 2-A4 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-6 Class 2-A5 ABN Amro Incorporated/Bond Trading 1 9
181 W. Madison
Chicago, IL 60603
Chase Manhattan Bank 1 26
4 New York Plaza, 13th Floor
New York, NY 10004
The Northern Trust Company 1 62
801 S. Canal C-IN
Chicago, IL 60607
Series 1998-6 Class 2-A6 The Bank of New York 1 88
925 Patterson Plank Road
Secaucus, NJ 07094
Citibank, N.A. 1 12
P.O. Box 30576
Tampa, FL 33630-3576
Series 1998-6 Class 2-A7 Custodial Trust Company 1 100
101 Carnegie Center
Princeton, NJ 08540
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-6 Class 2-A8 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-6 Class R Ailesbury Finance LLC 1 100
1912 Capitol Avenue, Suite 406
Cheyenne, WY 82001
Series 1998-6 Class 2-M Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-6 Class 2-B1 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-6 Class 2-B2 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-7 Class A The Bank of New York 1 20
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 10
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 1 41
4 New York Plaza, 13th Floor
New York, NY 10004
The Northern Trust Company 1 26
801 S. Canal C-IN
Chicago, IL 60607
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-7 Class R Ailesbury Finance LLC 1 100
1912 Capitol Avenue, Suite 406
Cheyenne, WY 82001
Series 1998-7 Class M Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-7 Class B1 The Northern Trust Company 1 100
801 S. Canal C-IN
Chicago, IL 60607
Series 1998-7 Class B2 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-8 Class 1-A1 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-8 Class 1-A2 Investors Bank/Inst. Cust. 1 100
200 Clarendon Street
Boston, MA 02116
Series 1998-8 Class 1-A3 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-8 Class 1-A4 Investors Fiduciary Trust Company/SSB 1 100
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Series 1998-8 Class 1-A5 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-8 Class 1-M Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-8 Class 1-B1 Boston Safe Deposit and Trust Company 1 100
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Series 1998-8 Class 1-B2 Boston Safe Deposit and Trust Company 1 100
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Series 1998-8 Class 1-R Ailesbury Finance LLC 1 100
1912 Capitol Avenue, Suite 406
Cheyenne, WY 82001
Series 1998-8 Class 2-A1 State Street Bank and Trust Company 1 12
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Wells Fargo Bank, National Association 1 88
26610 West Agoura Road
Calabasas, CA 91307
Series 1998-8 Class 2-A2 Chase Manhattan Bank 1 9
4 New York Plaza, 13th Floor
New York, NY 10004
Salomon Smith Barney, Inc. 1 89
333 W. 34th Street
New York, NY 10001
Series 1998-8 Class 2-A3 Bank One Trust Company, N.A. 1 8
235 W. Schrock Road, Brooksedge Village
Westerville, OH 43081
Salomon Smith Barney, Inc. 1 89
333 W. 34th Street
New York, NY 10001
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-8 Class 2-A4 Salomon Smith Barney, Inc. 1 99
333 W. 34th Street
New York, NY 10001
Series 1998-8 Class 2-A5 Salomon Smith Barney, Inc. 1 97
333 W. 34th Street
New York, NY 10001
Series 1998-8 Class 2-A6 Salomon Smith Barney, Inc. 1 99
333 W. 34th Street
New York, NY 10001
Series 1998-8 Class 2-A7 Northern Trust Company - Safekeeping 1 72
50 South LaSalle Street, Level A
Chicago, IL 60675
U.S. Bank, N.A./Safekeeping 1 28
First Trust Center SPFT 0913
180 East Fifth Street, 9th Floor
St. Paul, MN 55101
Series 1998-8 Class 2-A8 Northern Trust Company - Safekeeping 1 39
50 South LaSalle Street, Level A
Chicago, IL 60675
Salomon Smith Barney, Inc. 1 61
333 W. 34th Street
New York, NY 10001
Series 1998-8 Class 2-A9 Salomon Smith Barney, Inc. 1 100
333 W. 34th Street
New York, NY 10001
Series 1998-8 Class 2-A10 Salomon Smith Barney, Inc. 1 100
333 W. 34th Street
New York, NY 10001
Series 1998-8 Class 2-A11 Salomon Smith Barney, Inc. 1 98
333 W. 34th Street
New York, NY 10001
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-8 Class 2-A12 PNC Bank, National Association 1 9
1835 Market Street
11 Penn Center, 15th Floor
Philadelphia, PA 19103
State Street Bank and Trust Company 1 38
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
U.S. Bank, National Association 1 9
MPFP 1603 Proxy Unit
601 Second Avenue South
Minneapolis, MN 55402
U.S. Bank, N.A./Safekeeping 1 31
First Trust Center SPFT 0913
180 East Fifth Street, 9th Floor
St. Paul, MN 55101
Series 1998-8 Class 2-A13 Norwest Investment Services, Inc. 1 100
c/o ADP Proxy Services
51 Mercedes Way
Edgewood,NY 11717
Series 1998-8 Class 2-A14 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-8 Class 2-R Ailesbury Finance LLC 1 100
1912 Capitol Avenue, Suite 406
Cheyenne, WY 82001
Series 1998-8 Class 2-M Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-8 Class 2-B1 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-8 Class 2-B2 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-9 Class A1 The Bank of New York 1 47
925 Patterson Plank Road
Secaucus, NJ 07094
State Street Bank and Trust Company 1 53
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Series 1998-9 Class A2 Bankers Trust Company 1 18
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Norwest Investment Services, Inc. 1 82
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1998-9 Class A3 Bankers Trust Company 1 49
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 1 15
4 New York Plaza, 13th Floor
New York, NY 10004
Custodial Trust Company 1 24
101 Carnegie Center
Princeton, NJ 08540
State Street Bank and Trust Company 1 7
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-9 Class A4 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1998-9 Class A5 None
Series 1998-9 Class A6 LBI-Lehman Government Securities, Inc. 1 100
101 Hudson Street, 31st Floor
Jersey City, NJ 07302
Series 1998-9 Class A7 A.G. Edwards & Sons, Inc. 1 100
1 North Jefferson
St. Louis, MO 63103
Series 1998-9 Class A8 Zions-EPA 1 96
c/o Deseret Trust Company
P.O. Box 11558
Salt Lake City, UT 84147-0558
Series 1998-9 Class A9 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1998-9 Class A10 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1998-9 Class A11 Chase Manhattan Bank 1 25
4 New York Plaza, 13th Floor
New York, NY 10004
A.G. Edwards & Sons, Inc. 1 54
1 North Jefferson
St. Louis, MO 63103
First Union National Bank 1 21
530 Walnut Street, FCI-9-81-48
Philadelphia, PA 19101
Series 1998-9 Class A12 Citibank, N.A. 1 100
P.O. Box 30576
Tampa, FL 33630-3576
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-9 Class A13 Bankers Trust Company 1 48
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Company 1 52
c/o Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Series 1998-9 Class A14 The Bank of New York 1 6
925 Patterson Plank Road
Secaucus, NJ 07094
A.G. Edwards & Sons, Inc. 1 94
1 North Jefferson
St. Louis, MO 63103
Series 1998-9 Class A15 The Bank of New York 1 13
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 22
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
M&I Marshall & Ilsley Bank 1 35
1000 North Water Street, P.O. Box 2977
Milwaukee, WI 53202
The Northern Trust Company 1 17
801 S. Canal C-IN
Chicago, IL 60607
Series 1998-9 Class A16 LBI-Lehman Government Securities, Inc. 1 100
101 Hudson Street, 31st Floor
Jersey City, NJ 07302
Series 1998-9 Class A17 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-9 Class A18 The Northern Trust Company 1 100
801 S. Canal C-IN
Chicago, IL 60607
Series 1998-9 Class A19 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-9 Class M Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-9 Class B1 Boston Safe Deposit and Trust Company 1 100
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Series 1998-9 Class B2 Boston Safe Deposit and Trust Company 1 100
c/o Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Series 1998-9 Class R Ailesbury Finance LLC 1 100
1912 Capitol Avenue, Suite 406
Cheyenne, WY 82001
Series 1998-9 Class RL Ailesbury Finance LLC 1 100
1912 Capitol Avenue, Suite 406
Cheyenne, WY 82001
Series 1998-10 Class 1-A1 Bankers Trust Company 1 78
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
PNC Bank, National Association 1 12
1835 Market Street, 11 Penn Center
15th Floor
Philadelphia, PA 19103
Series 1998-10 Class 1-A2 The Bank of New York 1 71
925 Patterson Plank Road
Secaucus, NJ 07094
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Boston Safe Deposit and Trust Company 1 14
c/o Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
State Street Bank and Trust Company 1 14
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Series 1998-10 Class 1-A3 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-10 Class 1-A4 LBI-Lehman Government Securities, Inc. 1 100
101 Hudson Street, 31st Floor
Jersey City, NJ 07302
Series 1998-10 Class 1-A5 Bankers Trust Company 1 8
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Bear, Stearns Securities Corp. 1 26
One Metrotech Center North, 4th Floor
Brooklyn, NY 11201-3862
Chase Manhattan Bank 1 56
4 New York Plaza, 13th Floor
New York, NY 10004
Norwest Bank Minnesota, National 1 9
Association
733 Marquette Avenue
Minneapolis, MN 55479-0056
Series 1998-10 Class 1-A6 None
Series 1998-10 Class 1-A7 LBI-Lehman Government Securities, Inc. 1 100
101 Hudson Street, 31st Floor
Jersey City, NJ 07302
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-10 Class 1-A8 National Investor Services Corp. 1 6
55 Water Street
New York, NY 10041
Prudential Securities Corporation 1 88
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1998-10 Class 1-A9 The Bank of New York 1 84
925 Patterson Plank Road
Secaucus, NJ 07094
LBI-Lehman Government Securities, Inc. 1 16
101 Hudson Street, 31st Floor
Jersey City, NJ 07302
Series 1998-10 Class 1-A10Boston Safe Deposit and Trust Company 1 57
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Fiduciary Trust Company International 1 12
Two World Trade Center, 96th Floor
New York, NY 10048-0772
The Northern Trust Company 1 25
801 S. Canal C-IN
Chicago, IL 60607
Series 1998-10 Class 1-R Lehman Brothers, Inc. 1 100
c/o Chase Manhattan Bank
P.O. Box 50000
Dept. 6583 - Outsourcing Services
Newark, NJ 07101
Series 1998-10 Class 1-RL Lehman Brothers, Inc. 1 100
c/o Chase Manhattan Bank
P.O. Box 50000
Dept. 6583 - Outsourcing Services
Newark, NJ 07101
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-10 Class 1-M Chase Manhattan Bank/MSTC 1 100
One Pierrepont Plaza, 8th Floor
Brooklyn, NY 11201
Series 1998-10 Class 1-B1 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-10 Class 1-B2 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-10 Class 2-A1 The Bank of New York 1 79
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank 1 12
4 New York Plaza, 13th Floor
New York, NY 10004
The Northern Trust Company 1 9
801 S. Canal C-IN
Chicago, IL 60607
Series 1998-10 Class 2-A2 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1998-10 Class 2-A3 The Bank of New York 1 37
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank 1 19
4 New York Plaza, 13th Floor
New York, NY 10004
Compass Bank 1 16
701 South 20th Street-11th Floor
Birmingham, AL 35233
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Investors Bank & Trust Company 1 28
200 Claredon Street, 15th Floor
Hancock Tower
Boston, MA 02116
Series 1998-10 Class 2-A4 None
Series 1998-10 Class 2-A5 None
Series 1998-10 Class 2-A6 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-10 Class 2-A7 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-10 Class 2-M The Northern Trust Company 1 100
801 S. Canal C-IN
Chicago, IL 60675
Series 1998-10 Class 2-B1 The Northern Trust Company 1 100
801 S. Canal C-IN
Chicago, IL 60675
Series 1998-10 Class 2-B2 The Northern Trust Company 1 100
801 S. Canal C-IN
Chicago, IL 60675
Series 1998-10 Class 2-R Lehman Brothers, Inc. 1 100
c/o Chase Manhattan Bank
P.O. Box 50000
Dept. 6583 - Outsourcing Services
Newark, NJ 07101
Series 1998-11 Class 1-A1 Bankers Trust Company 1 74
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Chase Manhattan Bank 1 26
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-11 Class 1-A2 Compass Bank 1 100
701 South 20th Street - 11th Floor
Birmingham, AL 35233
Series 1998-11 Class 1-A3 Bankers Trust Company 1 5
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Salomon Smith Barney, Inc. 1 95
333 W. 34th Street
New York, NY 10001
Series 1998-11 Class 1-A4 Salomon Smith Barney, Inc. 1 99
333 W. 34th Street
New York, NY 10001
Series 1998-11 Class 1-A5 Salomon Smith Barney, Inc. 1 100
333 W. 34th Street
New York, NY 10001
Series 1998-11 Class 1-A6 Salomon Smith Barney, Inc. 1 100
333 W. 34th Street
New York, NY 10001
Series 1998-11 Class 1-A7 Bankers Trust Company 1 13
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Bank One,Oklahoma, N.A. 1 6
100 N. Broadway, 6th Floor
Oklahoma City, OK 73102
BNY Clearing Services, LLC 1 17
111 E. Kilbourn Avenue
Milwaukee, WI 53202
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Boston Safe Deposit and Trust Company 1 40
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
State Street Bank and Trust Company 1 14
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Series 1998-11 Class 1-A8 CitiBank, N.A. 1 100
P.O. Box 30576
Tampa, FL 33630-3576
Series 1998-11 Class 1-A9 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-11 Class 1-A10The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1998-11 Class 1-A11Boston Safe Deposit and Trust Company 1 13
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 1 31
4 New York Plaza, 13th Floor
New York, NY 10004
LBI-Lehman Government Securities, Inc. 1 9
101 Hudson Street, 31st Floor
Jersey City, NJ 07302
The Northern Trust Company 1 41
801 S. Canal C-IN
Chicago, IL 60675
State Street Bank and Trust Company 1 5
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-11 Class 1-A12Wells Fargo Bank, National Association 1 100
26610 West Agoura Road
Calabasas. CA 91307
Series 1998-11 Class 1-A13The Bank of New York 1 29
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 11
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Salomon Smith Barney, Inc. 1 34
333 W. 34th Street
New York, NY 10001
State Street Bank and Trust Company 1 27
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Series 1998-11 Class 1-A14None
Series 1998-11 Class 1-A15Star Bank, National Association 1 100
P.O. Box 1118
Mail Location 6120
Cincinnati, OH 45201-1118
Series 1998-11 Class 1-A16The Bank of New York 1 26
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 15
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Company 1 25
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Deutsche Bank, A.G., New York Branch 1 23
31 West 52nd Street
New York, NY 10019
The Northern Trust Company 1 10
801 S. Canal C-IN
Chicago, IL 60675
Series 1998-11 Class 1-A17Norwest Bank, Colorado, N.A. 1 69
1740 Broadway
Denver, CO 80274-8748
U.S. Bank, N.A./Safekeeping 1 31
First Trust Center SPFT 0913
180 East Fifth Street, 9th Floor
St. Paul, MN 55101
Series 1998-11 Class 1-M Chase Manhattan Bank 1 5
4 New York Plaza, 13th Floor
New York, NY 10004
Chase Manhattan Bank/MSTC 1 95
One Pierrepont Plaza, 8th Floor
Brooklyn, NY 11201
Series 1998-11 Class 1-B1 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-11 Class 1-B2 Boston Safe Deposit and Trust Company 1 100
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Series 1998-11 Class 1-R Ailesbury Finance LLC 1 100
1912 Capitol Avenue, Suite 406
Cheyenne, WY 82001
Series 1998-11 Class 2-A1 Compass Bank 1 100
701 South 20th Street, 11th Floor
Birmingham, AL 35233
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-11 Class 2-A2 Bankers Trust Company 1 17
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Company 1 50
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Fleet Bank of Massachusetts, N.A. 1 9
Fleet Services Corp.
2nd Floor NYROTO2B
Rochester, NY 14638
Suntrust Bank, Atlanta 1 13
303 Peachtree Street
14th Floor MC#3141
Atlanta, GA 30308
Series 1998-11 Class 2-A3 None
Series 1998-11 Class 2-A4 Bankers Trust Company 1 99
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-11 Class 2-A5 The Bank of New York/Vinning Sparks, 1 35
IBG, L.P.
6077 Primacy Parkway
Memphis, TN 38119
Harris Trust & Savings Bank 1 21
Proxy Operations
111 West Monroe Street LLE
Chicago, IL 60603
U.S. Bank, National Association 1 38
MPFP 1603 Proxy Unit
601 Second Avenue South
Minneapolis, MN 55402
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-11 Class 2-A6 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1998-11 Class 2-A7 None
Series 1998-11 Class 2-A8 Donaldson, Lufkin and Jenrette 1 14
Securities Corporation
1 Pershing Plaza
Jersey City, NJ 07399
Legg Mason Wood Walker, Inc. 1 57
100 Light Street, P.O. Box 1476
Baltimore, MD 21203-1476
PaineWebber Incorporated 1 6
1000 Harbor Boulevard
Weehawken, NJ 07087
Raymond, James & Associates, Inc. 1 14
880 Carilton Parkway, P.O. Box 12749
St. Petersburg, FL 10001
SG Cowen Securities Corp. 1 9
560 Lexington Avenue
New York, NY 10022
Series 1998-11 Class 2-A9 Central Trust Bank/Investment Department1 11
238 Madison Street
Jefferson City, MO 65101
Donaldson, Lufkin and Jenrette 1 14
Securities Corporation
1 Pershing Plaza
Jersey City, NJ 07399
Janney Montgomery Scott, Inc. 1 25
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
McDonald Investments Inc. 1 26
800 Superior Avenue
Cleveland, OH 44114
Merrill Lynch, Pierce Fenner & Smith - 1 11
Safekeeping
4 Corporate Place, Corporate Park 287
Piscataway, NJ 08855
Stone & Youngberg 1 10
50 California Street, 35th Floor
San Francisco, CA 94111
Series 1998-11 Class 2-A10 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-11 Class 2-A11 Bankers Trust Company 1 13
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Company 1 67
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
The Northern Trust Company 1 12
801 S. Canal C-IN
Chicago, IL 60675
State Street Bank and Trust Company 1 6
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Series 1998-11 Class 2-A12 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-11 Class 2-A13 Credit Suisse First Boston Corporation 1 100
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1998-11 Class 2-A14 Brown Brothers Harriman & Co. 1 80
63 Wall Street, 8th Floor
New York, NY 10005
Salomon Smith Barney, Inc. 1 20
333 W. 34th Street
New York, NY 10001
Series 1998-11 Class 2-A15 The Bank of New York 1 40
925 Patterson Plank Road
Secaucus, NJ 07094
Salomon Smith Barney, Inc. 1 60
333 W. 34th Street
New York, NY 10001
Series 1998-11 Class 2-A16 Salomon Smith Barney, Inc. 1 100
333 W. 34th Street
New York, NY 10001
Series 1998-11 Class 2-M Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-11 Class 2-B1 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-11 Class 2-B2 Boston Safe Deposit and Trust Company 1 100
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Series 1998-11 Class 2-R ITW Residuals II, Inc. 1 100
3600 West Lake Avenue
Glenview, IL 60025
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-11 Class 2-RL ITW Residuals II, Inc. 1 100
3600 West Lake Avenue
Glenview, IL 60025
Series 1998-11 Class 3-A Bankers Trust Company 1 60
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 1 40
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-11 Class 3-M State Street Bank and Trust Company 1 100
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Series 1998-11 Class 3-B1 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-11 Class 3-B2 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-11 Class 3-R ITW Residuals II, Inc. 1 100
3600 West Lake Avenue
Glenview, IL 60025
Series 1998-12 Class 1-A1 American Express Trust Company 1 34
1200 Northstar West
Minneapolis, MN 55440
Chase Manhattan Bank 1 38
4 New York Plaza, 13th Floor
New York, NY 10004
State Street Bank and Trust Company 1 16
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-12 Class 1-A2 Wells Fargo Bank, National Association 1 100
26610 West Agoura Road
Calabasas. CA 91307
Series 1998-12 Class 1-A3 Bankers Trust Company 1 54
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Norwest Bank Minnesota, N.A. 1 46
733 Marquette Avenue
Minneapolis, MN 55479-0056
Series 1998-12 Class 1-A4 Bank of America Personal Trust 1 15
Proxy Unit #38432
555 S. Flower Street, Level C
Los Angeles, CA 90071
Boston Safe Deposit and Trust Company 1 55
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 1 15
4 New York Plaza, 13th Floor
New York, NY 10004
The Northern Trust Company 1 15
801 S. Canal C-IN
Chicago, IL 60675
Series 1998-12 Class 1-A5 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-12 Class 1-A6 Chase Manhattan Bank/Broker & Dealer 1 100
Clearing Department
4 New York Plaza, 21st Floor
New York, NY 10015
Series 1998-12 Class 1-A7 The Bank of New York 1 11
925 Patterson Plank Road
Secaucus, NJ 07094
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Bankers Trust Company 1 55
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 1 24
4 New York Plaza, 13th Floor
New York, NY 10004
U.S. Bank, National Association 1 11
MPFP 1603 Proxy Unit
601 Second Avenue South
Minneapolis, MN 55402
Series 1998-12 Class 1-A8 Boston Safe Deposit and Trust Company 1 35
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Investors Bank & Trust Company 1 39
200 Claredon Street
15th Floor Hancock Tower
Boston, MA 02116
Norwest Bank Minnesota, N.A. 1 26
733 Marquette Avenue
Minneapolis, MN 55479-0056
Series 1998-12 Class 1-A9 Chase Manhattan Bank/Broker & Dealer 1 100
Clearing Department
4 New York Plaza, 21st Floor
New York, NY 10015
Series 1998-12 Class 1-A10 None
Series 1998-12 Class 1-A11 The Bank of New York 1 53
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank/Broker & Dealer 1 47
Clearing Department
4 New York Plaza, 21st Floor
New York, NY 10015
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-12 Class 1-A12 Chase Manhattan Bank/Broker & Dealer 1 100
Clearing Department
4 New York Plaza, 21st Floor
New York, NY 10015
Series 1998-12 Class 1-A13 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-12 Class 1-A14 Bear, Stearns Securities Corp. 1 78
One Metrotech Center North, 4th Floor
Brooklyn, NY 11201-3862
Donaldson, Lufkin and Jenrette 1 16
Securities Corporation
1 Pershing Plaza
Jersey City, NJ 07399
Series 1998-12 Class 1-M Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-12 Class 1-B1 Boston Safe Deposit and Trust Company 1 100
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Series 1998-12 Class 1-B2 Boston Safe Deposit and Trust Company 1 100
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Series 1998-12 Class 1-R Greenwich Capital Markets, Inc. 1 100
600 Steamboat Road
Greenwich, CT 06830
Series 1998-12 Class 1-RL Greenwich Capital Markets, Inc. 1 100
600 Steamboat Road
Greenwich, CT 06830
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-12 Class 2-A1 The Bank of New York 1 8
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit and Trust Company 1 18
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 1 5
4 New York Plaza, 13th Floor
New York, NY 10004
Chase Manhattan Bank/Salomon 1 14
4 New York Plaza, 21st Floor
New York, NY 10004
The Northern Trust Company 1 13
801 S. Canal C-IN
Chicago, IL 60675
PNC Bank, National Association 1 21
1835 Market Street
11 Penn Center, 15th Floor
Philadelphia, PA 19103
State Street Bank and Trust Company 1 8
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Series 1998-12 Class 2-A2 Investors Fiduciary Trust Company/SSB 1 100
Global Corp. Action Dept. JAB5W
Boston, MA 02105-1631
Series 1998-12 Class 2-A3 LBI-Lehman Government Securities, Inc. 1 100
101 Hudson Street, 31st Floor
Jersey City, NJ 07302
Series 1998-12 Class 2-A4 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-12 Class 2-A5 LBI-Lehman Government Securities, Inc. 1 100
101 Hudson Street, 31st Floor
Jersey City, NJ 07302
Series 1998-12 Class 2-A6 Compass Bank - ALFA 1 100
15 South 20th Street, 7th Floor
Birmingham, AL 35233
Series 1998-12 Class 2-A7 None
Series 1998-12 Class 2-A8 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-12 Class 2-A9 The Bank of New York 1 11
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 18
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Salomon Smith Barney, Inc. 1 47
333 W. 34th Street
New York, NY 10001
Zions-EPA 1 24
c/o Deseret Trust Company
P.O. Box 11558
Salt Lake City, UT 84147-0558
Series 1998-12 Class 2-M Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-12 Class 2-R Ailesbury Finance LLC 1 100
1912 Capitol Avenue, Suite 406
Cheyenne, WY 82001
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-12 Class 2-RL Ailesbury Finance LLC 1 100
1912 Capitol Avenue, Suite 406
Cheyenne, WY 82001
Series 1998-12 Class 2-B1 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-12 Class 2-B2 LBI-Lehman Government Securities, Inc. 1 100
101 Hudson Street, 31st Floor
Jersey City, NJ 07302
Series 1998-12 Class 3-A1 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1998-12 Class 3-A2 Credit Suisse First Boston Corporation 1 100
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1998-12 Class 3-A3 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-12 Class 3-A4 The Bank of New York 1 50
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 6
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 1 21
4 New York Plaza, 13th Floor
New York, NY 10004
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
LaSalle National Bank 1 25
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1998-12 Class 3-R ITW Residuals II, Inc. 1 100
3600 West Lake Avenue
Glenview, IL 60025
Series 1998-12 Class 3-M The Northern Trust Company 1 100
801 S. Canal C-IN
Chicago, IL 60675
Series 1998-12 Class 3-B1 The Northern Trust Company 1 100
801 S. Canal C-IN
Chicago, IL 60675
Series 1998-12 Class 3-B2 The Northern Trust Company 1 100
801 S. Canal C-IN
Chicago, IL 60607
Series 1998-12 Class 4-A1 The Bank of New York 1 95
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank 1 5
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-12 Class 4-A2 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1998-12 Class 4-A3 Bear, Stearns Securities Corp. 1 100
One Metrotech Center North, 4th Floor
Brooklyn, NY 11201-3862
Series 1998-12 Class 4-A4 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-12 Class 4-A5 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-12 Class 4-A6 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-12 Class 4-A7 Salomon Smith Barney, Inc. 1 100
333 W. 34th Street
New York, NY 10001
Series 1998-12 Class 4-A8 Salomon Smith Barney, Inc. 1 99
333 W. 34th Street
New York, NY 10001
Series 1998-12 Class 4-A9 Chase Manhattan Bank 1 15
4 New York Plaza, 13th Floor
New York, NY 10004
Salomon Smith Barney, Inc. 1 82
333 W. 34th Street
New York, NY 10001
Series 1998-12 Class 4-A10 Chase Manhattan Bank 1 17
4 New York Plaza, 13th Floor
New York, NY 10004
Salomon Smith Barney, Inc. 1 83
333 W. 34th Street
New York, NY 10001
Series 1998-12 Class 4-A11 Salomon Smith Barney, Inc. 1 95
333 W. 34th Street
New York, NY 10001
Series 1998-12 Class 4-A12 Salomon Smith Barney, Inc. 1 99
333 W. 34th Street
New York, NY 10001
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-12 Class 4-A13 Salomon Smith Barney, Inc. 1 100
333 W. 34th Street
New York, NY 10001
Series 1998-12 Class 4-M Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-12 Class 4-B1 The Northern Trust Company 1 100
801 S. Canal C-IN
Chicago, IL 60607
Series 1998-12 Class 4-B2 The Northern Trust Company 1 100
801 S. Canal C-IN
Chicago, IL 60675
Series 1998-12 Class 4-R ITW Residuals II, Inc. 1 100
3600 West Lake Avenue
Glenview, IL 60025
Series 1998-13 Class A1 Chase Manhattan Bank 1 42
4 New York Plaza, 13th Floor
New York, NY 10004
Chase Manhattan Bank/Salomon 1 58
4 New York Plaza, 21st Floor
New York, NY 10004
Series 1998-13 Class A2 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-13 Class A3 Bankers Trust Company 1 27
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Custodial Trust Company 1 45
101 Carnegie Center
Princeton, NJ 08540
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-13 Class A4 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-13 Class A5 The Northern Trust Company 1 100
801 S. Canal C-IN
Chicago, IL 60607
Series 1998-13 Class A6 Chase Manhattan Bank 1 61
4 New York Plaza, 13th Floor
New York, NY 10004
State Street Bank and Trust Company 1 30
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Series 1998-13 Class A7 Norwest Investment Services, Inc. 1 100
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1998-13 Class A8 Norwest Investment Services, Inc. 1 100
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1998-13 Class A9 The Bank of New York/CDC GAMMA 1 100
One Wall Street
New York, NY 10286
Series 1998-13 Class A10 Commerzbank Capital Markets Corporation1 40
2 World Financial Center, 31st Floor
New York, NY 10281-1050
Chase Manhattan Bank 1 60
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-13 Class A11 LBI-Lehman Government Securities, Inc. 1 100
101 Hudson Street, 31st Floor
Jersey City, NJ 07302
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-13 Class A12 The Bank of New York 1 24
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 15
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Company 1 15
c/o Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Investors Bank & Trust/M.F. Custody 1 43
200 Clarendon Street, 15th Floor
Hancock Tower
Boston, MA 02116
Series 1998-13 Class A13 Custodial Trust Company 1 32
101 Carnegie Center
Princeton, NJ 08540
Deutsche Morgan Grenfell 1 30
175 Water Street
New York, NY 10038
PWI CMO Account 1 9
1000 Harbor Boulevard., 8th Floor
Weehawken, NJ 07087
Salomon Smith Barney, Inc. 1 30
333 W. 34th Street
New York, NY 10001
Series 1998-13 Class A14 Bankers Trust Company 1 65
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 1 35
4 New York Plaza, 13th Floor
New York, NY 10004
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-13 Class A15 Chase Manhattan Bank 1 27
4 New York Plaza, 13th Floor
New York, NY 10004
Goldman, Sachs & Co. 1 73
1 New York Plaza, 45th Floor
New York, NY 10004
Series 1998-13 Class A16 Bear, Stearns Securities Corp. 1 56
One Metrotech Center North, 4th Floor
Brooklyn, NY 11201-3862
Custodial Trust Company 1 44
101 Carnegie Center
Princeton, NJ 08540
Series 1998-13 Class A17 Bear, Stearns Securities Corp. 1 100
One Metrotech Center North, 4th Floor
Brooklyn, NY 11201-3862
Series 1998-13 Class A18 Bankers Trust Company 1 30
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 1 56
4 New York Plaza, 13th Floor
New York, NY 10004
Stone & Youngberg 1 13
50 California Street, 35th Floor
San Francisco, CA 94111
Series 1998-13 Class A19 None
Series 1998-13 Class A20 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1998-13 Class A21 Bear, Stearns Securities Corp. 1 100
One Metrotech Center North, 4th Floor
Brooklyn, NY 11201-3862
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-13 Class A22 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1998-13 Class A23 Custodial Trust Company 1 100
101 Carnegie Center
Princeton, NJ 08540
Series 1998-13 Class A24 PWI CMO Account 1 64
1000 Harbor Boulevard, 8th Floor
Weehawken, NJ 07087
State Street Bank and Trust Company 1 36
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Series 1998-13 Class A25 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-13 Class A26 Bear, Stearns Securities Corp. 1 100
One Metrotech Center North, 4th Floor
Brooklyn, NY 11201-3862
Series 1998-13 Class R Paine Webber, Inc. 1 100
1000 Harbor Boulevard, 8th Floor
Weehawken, NJ 07087
Series 1998-13 Class RL Paine Webber, Inc. 1 100
1000 Harbor Boulevard, 8th Floor
Weehawken, NJ 07087
Series 1998-13 Class M Chase Manhattan Bank 1 88
4 New York Plaza, 13th Floor
New York, NY 10004
State Street Bank and Trust Company 1 12
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-13 Class B1 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-13 Class B2 Boston Safe Deposit and Trust Company 1 100
c/o Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Series 1998-14 Class A1 The Bank of New York 1 31
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank 1 38
4 New York Plaza, 13th Floor
New York, NY 10004
CitiBank, N.A. 1 24
P.O. Box 30576
Tampa, FL 33630-3576
State Street Bank and Trust Company 1 5
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Series 1998-14 Class A2 Bankers Trust Company 1 13
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Wells Fargo Bank, National Association 1 23
26610 West Agoura Road
Calabasas, CA 91307
The Fifth Third Bank 1 64
Dept. 00850-Proxy, 38 Fountain Square Plaza
Cincinnati, OH 45263
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-14 Class A3 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-14 Class A4 The Bank of New York 1 27
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 47
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
The Northern Trust Company 1 27
801 S. Canal C-IN
Chicago, IL 60607
Series 1998-14 Class A5 The Bank of New York 1 12
925 Patterson Plank Road
Secaucus, NJ 07094
Investors Bank/Inst. Cust. 1 88
200 Clarendon Street
Boston, MA 02116
Series 1998-14 Class A6 Bear, Stearns Securities Corp. 1 92
One Metrotech Center North, 4th Floor
Brooklyn, NY 11201-3862
Custodial Trust Company 1 8
101 Carnegie Center
Princeton, NJ 08540
Series 1998-14 Class A7 Citibank, N.A. 1 100
P.O. Box 30576
Tampa, FL 33630-3576
Series 1998-14 Class A8 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-14 Class A9 Custodial Trust Company 1 100
101 Carnegie Center
Princeton, NJ 08540
Series 1998-14 Class A10 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-14 Class A11 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-14 Class A12 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-14 Class R Greenwich Capital Markets, Inc. 1 100
600 Steamboat Road
Greenwich, CT 06830
Series 1998-14 Class RL Greenwich Capital Markets, Inc. 1 100
600 Steamboat Road
Greenwich, CT 06830
Series 1998-14 Class M Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-14 Class B1 State Street Bank and Trust Company 1 100
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Series 1998-14 Class B2 Boston Safe Deposit and Trust Company 1 100
c/o Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-15 Class A1 Bankers Trust Company 1 29
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 1 67
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-15 Class A2 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-15 Class A3 Bank One Trust Company, N.A. 1 17
235 W. Schrock Road, Brooksedge Village
Westerville, OH 43081
Chase Manhattan Bank 1 83
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-15 Class A4 Salomon Smith Barney, Inc. 1 100
333 W. 34th Street
New York, NY 10001
Series 1998-15 Class A5 Salomon Smith Barney, Inc. 1 100
333 W. 34th Street
New York, NY 10001
Series 1998-15 Class A6 Salomon Smith Barney, Inc. 1 100
333 W. 34th Street
New York, NY 10001
Series 1998-15 Class A7 Salomon Smith Barney, Inc. 1 100
333 W. 34th Street
New York, NY 10001
Series 1998-15 Class A8 Salomon Smith Barney, Inc. 1 100
333 W. 34th Street
New York, NY 10001
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-15 Class A9 Chase Manhattan Bank 1 80
4 New York Plaza, 13th Floor
New York, NY 10004
Salomon Smith Barney, Inc. 1 20
333 W. 34th Street
New York, NY 10001
Series 1998-15 Class A10 Salomon Smith Barney, Inc. 1 100
333 W. 34th Street
New York, NY 10001
Series 1998-15 Class A11 Bankers Trust Company 1 74
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 1 11
4 New York Plaza, 13th Floor
New York, NY 10004
The Northern Trust Company 1 16
801 S. Canal C-IN
Chicago, IL 60607
Series 1998-15 Class R Adams, Viner & Mosler, Ltd. 1 100
Suite 600, 250 South Australian Avenue
West Palm Beach, FL 33401
Series 1998-15 Class M Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-15 Class B1 PNC Bank, National Association 1 37
1835 Market Street
11 Penn Center, 15th Floor
Philadelphia, PA 19103
State Street Bank and Trust Company 1 53
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
The Fifth Third Bank 1 11
Dept. 00850-Proxy, 38 Fountain Square Plaza
Cincinnati, OH 45263
Series 1998-15 Class B2 Boston Safe Deposit and Trust Company 1 100
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Series 1998-16 Class A1 Merrill Lynch, Pierce, Fenner & 1 98
Smith, Inc
4 Corporate Place, Corporate Park 287
Piscataway, NJ 08855
Series 1998-16 Class A2 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-16 Class A3 Bankers Trust Company 1 21
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 1 8
4 New York Plaza, 13th Floor
New York, NY 10004
Norwest Bank Minnesota, National 1 41
Association
733 Marquette Avenue
Minneapolis, MN 55479-0056
PNC Bank, National Association 1 30
1835 Market Street
11 Penn Center, 15th Floor
Philadelphia, PA 19103
Series 1998-16 Class A4 Credit Suisse First Boston Corporation 1 100
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-16 Class A5 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1998-16 Class A6 Boston Safe Deposit and Trust Company 1 37
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 1 63
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-16 Class R ITW Residuals II, Inc. 1 100
3600 West Lake Avenue
Glenview, IL 60025
Series 1998-16 Class RL ITW Residuals II, Inc. 1 100
3600 West Lake Avenue
Glenview, IL 60025
Series 1998-16 Class M Boston Safe Deposit and Trust Company 1 100
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Series 1998-16 Class B1 Boston Safe Deposit and Trust Company 1 100
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Series 1998-16 Class B2 Boston Safe Deposit and Trust Company 1 100
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Series 1998-17 Class A1 Chase Manhattan Bank 1 50
4 New York Plaza, 13th Floor
New York, NY 10004
Wells Fargo Bank, National Association 1 50
26610 West Agoura Road
Calabasas. CA 91307
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-17 Class A2 A.G. Edwards & Sons, Inc. 1 100
1 North Jefferson
St. Louis, MO 63103
Series 1998-17 Class A3 American Express Trust Company 1 10
1200 Northstar West
Minneapolis, MN 55440
Boston Safe Deposit and Trust Company 1 50
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
The Northern Trust Company 1 5
801 S. Canal C-IN
Chicago, IL 60607
State Street Bank and Trust Company 1 20
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Wachovia Bank, N.A. 1 15
10 N. Main Street, NC 37121
Winston-Salem, NC 27150
Series 1998-17 Class A4 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-17 Class A5 The Bank of New York 1 79
925 Patterson Plank Road
Secaucus, NJ 07094
UMB Bank, National Association 1 21
P.O. Box 419260
Kansas City, MO 64141-6260
Series 1998-17 Class A6 Bankers Trust Company 1 44
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Chase Manhattan Bank 1 56
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-17 Class A7 BNY Clearing Services LLC 1 10
111 E. Kilbourn Avenue
Milwaukee, WI 53202
Dain Rauscher Incorporated 1 16
312 South 3rd Street
Minneapolis, MN 55415-1099
Donaldson, Lufkin and Jenrette 1 5
Securities Corporation
1 Pershing Plaza
Jersey City, NJ 07399
Salomon Smith Barney, Inc. 1 46
333 W. 34th Street
New York, NY 10001
Dean Witter Reynolds, Inc. 1 23
5690 West Cypress Street
Tampa, FL 33607
Series 1998-17 Class A8 Merrill Lynch, Pierce, Fenner 1 100
& Smith, Inc.
4 Corporate Place, Corporate Park 287
Piscataway, NJ 08855
Series 1998-17 Class A9 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-17 Class A10 Bankers Trust Company 1 88
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
CitiBank, N.A. 1 7
P.O. Box 30576
Tampa, FL 33630-3576
Series 1998-17 Class A11 Salomon Smith Barney, Inc. 1 100
333 W. 34th Street
New York, NY 10001
Series 1998-17 Class A12 Chase Manhattan Bank 1 28
4 New York Plaza, 13th Floor
New York, NY 10004
Donaldson, Lufkin and Jenrette 1 13
Securities Corporation
1 Pershing Plaza
Jersey City, NJ 07399
Raymond, James & Associates, Inc. 1 6
880 Carilton Parkway, P.O. Box 12749
St. Petersburg, FL 10001
Salomon Smith Barney, Inc. 1 17
333 W. 34th Street
New York, NY 10001
Dean Witter Reynolds, Inc. 1 16
5690 West Cypress Street
Tampa, FL 33607
Series 1998-17 Class A13 The Bank of New York 1 42
925 Patterson Plank Road
Secaucus, NJ 07094
Donaldson, Lufkin and Jenrette 1 17
Securities Corporation
1 Pershing Plaza
Jersey City, NJ 07399
Janney Montgomery Scott, Inc. 1 14
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Raymond, James & Associates, Inc. 1 8
880 Carilton Parkway, P.O. Box 12749
St. Petersburg, FL 10001
Series 1998-17 Class R Merrill Lynch Pierce Fenner 1 100
& Smith, Inc.
P.O. Box 12031
Newark, NJ 07101
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-17 Class RL Merrill Lynch Pierce Fenner 1 100
& Smith, Inc.
P.O. Box 12031
Newark, NJ 07101
Series 1998-17 Class M The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1998-17 Class B1 Boston Safe Deposit and Trust Company 1 100
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Series 1998-17 Class B2 Boston Safe Deposit and Trust Company 1 100
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Series 1998-18 Class A The Bank of New York 1 5
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 86
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-18 Class R Merrill Lynch Pierce Fenner 1 100
& Smith, Inc.
P.O. Box 12031
Newark, NJ 07101
Series 1998-18 Class M Bankers Trust Company 1 74
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
LaSalle National Bank 1 26
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-18 Class B1 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-18 Class B2 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-19 Class A1 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-19 Class A2 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-19 Class A3 Bankers Trust Company 1 41
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
BNY Clearing Services, LLC 1 6
111 E. Kilbourn Avenue
Milwaukee, WI 53202
J.J.B. Hilliard, W.L. Lyons, Inc. 1 17
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Legg Mason Wood Walker, Inc. 1 8
100 Light Street, P.O. Box 1476
Baltimore, MD 21203-1476
Olde Discount Corporation 1 7
751 Griswold Street
Detroit, MI 48226
Series 1998-19 Class A4 BNY Clearing Services LLC 1 98
111 E. Kilbourn Avenue
Milwaukee, WI 53202
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-19 Class A5 First Union National Bank 1 10
1525 West W. T., Harris Boulevard 3A4
Charlotte, NC 28288
Salomon Smith Barney, Inc. 1 86
333 W. 34th Street
New York, NY 10001
Series 1998-19 Class A6 Compass Bank 1 62
701 South 20th Street-11th Floor
Birmingham, AL 35233
Legg Mason Wood Walker, Inc. 1 26
100 Light Street, P.O. Box 1476
Baltimore, MD 21203-1476
Wheat, First Securities, Inc. 1 12
10700 North Park Drive
Glen Allen, VA 23060
Series 1998-19 Class A7 Manufacturers and Traders Trust Company1 100
P.O. Box 1377
Buffalo, NY 14240
Series 1998-19 Class A8 The Northern Trust Company 1 100
801 S. Canal C-IN
Chicago, IL 60607
Series 1998-19 Class A9 Bankers Trust Company 1 75
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Salomon Smith Barney, Inc. 1 25
333 W. 34th Street
New York, NY 10001
Series 1998-19 Class A10 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-19 Class A11 The Bank of New York 1 7
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 50
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Company 1 14
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 1 28
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-19 Class A12 Boston Safe Deposit and Trust Company 1 31
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Citibank, N.A. 1 8
P.O. Box 30576
Tampa, FL 33630-3576
Comerica Bank 1 6
Cap. Chg./Proxy 7CBB/Mc 3530
Detroit, MI 48275-3530
Investors Fiduciary Trust Company/SSB 1 52
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Series 1998-19 Class R Paine Webber, Inc. 1 100
1000 Harbor Boulevard, 8th Floor
Weehawken, NJ 07087
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-19 Class M Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-19 Class B1 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-19 Class B2 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-20 Class A1 Bankers Trust Company 1 28
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 1 70
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-20 Class A2 Dain Rauscher Incorporated 1 20
312 South 3rd Street
Minneapolis, MN 55415-1099
Salomon Smith Barney, Inc. 1 28
333 W. 34th Street
New York, NY 10001
Dean Witter Reynolds, Inc. 1 50
5690 West Cypress Street
Tampa, FL 33607
Series 1998-20 Class A3 Donaldson, Lufkin and Jenrette 1 6
Securities Corporation
1 Pershing Plaza
Jersey City, NJ 07399
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Fahnestock & Co., Inc. 1 6
125 Broad Street
New York, NY 10004
Ferris, Baker Watts, Incorporated 1 7
8403 Colesville Road
Silver Spring, MD 20910
J.J.B. Hilliard, W.L. Lyons, Inc. 1 24
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Janney Montgomery Scott, Inc. 1 14
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
National Financial Services Corporation 1 8
200 Liberty Street
New York, NY 10281
Salomon Smith Barney, Inc. 1 31
333 W. 34th Street
New York, NY 10001
Series 1998-20 Class A4 Salomon Smith Barney, Inc. 1 100
333 W. 34th Street
New York, NY 10001
Series 1998-20 Class A5 Bankers Trust Company 1 43
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Compass Bank 1 57
701 South 20th Street-11th Floor
Birmingham, AL 35233
Series 1998-20 Class R Adams, Viner & Mosler, Ltd. 1 100
Suite 600, 250 South Australian Avenue
West Palm Beach, FL 33401
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-20 Class M The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1998-20 Class B1 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-20 Class B2 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-21 Class A1 Bankers Trust Company 1 15
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 1 60
4 New York Plaza, 13th Floor
New York, NY 10004
Compass Bank 1 15
701 South 20th Street-11th Floor
Birmingham, AL 35233
Wells Fargo Bank, National Association 1 9
26610 West Agoura Road
Calabasas, CA 91307
Series 1998-21 Class A2 Bear, Stearns Securities Corp. 1 10
One Metrotech Center North, 4th Floor
Brooklyn, NY 11201-3862
Dain Rauscher Incorporated 1 13
312 South 3rd Street
Minneapolis, MN 55415-1099
Donaldson, Lufkin and Jenrette 1 33
Securities Corporation
1 Pershing Plaza
Jersey City, NJ 07399
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Ferris, Baker Watts, Incorporated 1 26
8403 Colesville Road
Silver Spring, MD 20910
Prudential Securities Corporation 1 7
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1998-21 Class A3 Compass Bank 1 50
701 South 20th Street-11th Floor
Birmingham, AL 35233
State Street Bank and Trust Company 1 50
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Series 1998-21 Class A4 Prudential Securities Corporation 1 91
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Raymond, James & Associates, Inc. 1 7
880 Carilton Parkway, P.O. Box 12749
St. Petersburg, FL 10001
Series 1998-21 Class A5 Donaldson, Lufkin and Jenrette 1 16
Securities Corporation
1 Pershing Plaza
Jersey City, NJ 07399
McDonald Investments Inc. 1 17
800 Superior Avenue
Cleveland, OH 44114
Raymond, James & Associates, Inc. 1 15
880 Carilton Parkway, P.O. Box 12749
St. Petersburg, FL 10001
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Wheat, First Securities, Inc. 1 9
10700 North Park Drive
Glen Allen, VA 23060
Dean Witter Reynolds, Inc. 1 32
5690 West Cypress Street
Tampa, FL 33607
Series 1998-21 Class A6 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-21 Class A7 Bear, Stearns Securities Corp. 1 43
One Metrotech Center North, 4th Floor
Brooklyn, NY 11201-3862
Donaldson, Lufkin and Jenrette 1 25
Securities Corporation
1 Pershing Plaza
Jersey City, NJ 07399
Stone & Youngberg 1 32
50 California Street, 35th Floor
San Francisco, CA 94111
Series 1998-21 Class A8 Dain Rauscher Incorporated 1 28
312 South 3rd Street
Minneapolis, MN 55415-1099
Lewco Securities Corp. 1 11
34 Exchange Place Plaza, 4th Floor
Jersey City, NJ 07311-3988
Seattle-Northwest Securities 1 43
Corporation
1420 Fifth Avenue, Suite 4300
Seattle, WA 98101
Series 1998-21 Class A9 Stone & Youngberg 1 100
50 California Street, 35th Floor
San Francisco, CA 94111
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-21 Class A10 None
Series 1998-21 Class A11 Chase Manhattan Bank/Broker & Dealer 1 100
Clearing Department
4 New York Plaza, 21st Floor
New York, NY 10015
Series 1998-21 Class A12 The Bank of New York 1 34
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 66
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-21 Class A13 Bankers Trust Company 1 22
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Merrill Lynch, Pierce, Fenner 1 78
& Smith, Inc.
4 Corporate Place, Corporate Park 287
Piscataway, NJ 08855
Series 1998-21 Class R Merrill Lynch Pierce Fenner 1 100
& Smith, Inc.
250 Vesy Street
New York, NY 10281
Series 1998-21 Class M The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1998-21 Class B1 Citibank, N.A. 1 100
P.O. Box 30576
Tampa, FL 33630-3576
Series 1998-21 Class B2 LBI-Lehman Government Securities, Inc. 1 100
101 Hudson Street, 31st Floor
Jersey City, NJ 07302
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-22 Class A1 The Bank of New York 1 13
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 82
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Company 1 5
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Series 1998-22 Class A2 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-22 Class R Merrill Lynch Pierce Fenner 1 100
& Smith, Inc.
250 Vesy Street
New York, NY 10281
Series 1998-22 Class M LBI-Lehman Government Securities, Inc. 1 100
101 Hudson Street, 31st Floor
Jersey City, NJ 07302
Series 1998-22 Class B1 LBI-Lehman Government Securities, Inc. 1 100
101 Hudson Street, 31st Floor
Jersey City, NJ 07302
Series 1998-22 Class B2 LBI-Lehman Government Securities, Inc. 1 100
101 Hudson Street, 31st Floor
Jersey City, NJ 07302
Series 1998-23 Class A Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-23 Class R Donaldson, Lufkin & Jenrette 1 100
Securities
277 Park Avenue, 9th Floor
New York, NY 10172
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-23 Class M The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1998-23 Class B1 LBI-Lehman Government Securities, Inc. 1 100
101 Hudson Street, 31st Floor
Jersey City, NJ 07302
Series 1998-23 Class B2 LBI-Lehman Government Securities, Inc. 1 100
101 Hudson Street, 31st Floor
Jersey City, NJ 07302
Series 1998-24 Class A1 The Bank of New York 1 24
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 76
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-24 Class A2 The Amalgamated Bank of New York 1 47
11-15 Union Square West
New York, NY 10003
Salomon Smith Barney, Inc. 1 53
333 W. 34th Street
New York, NY 10001
Series 1998-24 Class A3 The Bank of New York 1 6
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 94
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-24 Class A4 Dean Witter Reynolds, Inc. 1 91
5690 West Cypress Street
Tampa, FL 33607
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-24 Class A5 The Bank of New York 1 25
925 Patterson Plank Road
Secaucus, NJ 07094
Bank of America Personal Trust 1 5
Proxy Unit #38432
555 S. Flower Street, Level C
Los Angeles, CA 90071
Compass Bank 1 54
701 South 20th Street, 11th Floor
Birmingham, AL 35233
State Street Bank and Trust Company 1 13
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Series 1998-24 Class A6 Donaldson, Lufkin and Jenrette 1 23
Securities Corporation
1 Pershing Plaza
Jersey City, NJ 07399
Ferris, Baker Watts, Incorporated 1 7
8403 Colesville Road
Silver Spring, MD 20910
J.J.B. Hilliard, W.L. Lyons, Inc. 1 47
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Janney Montgomery Scott, Inc. 1 18
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1998-24 Class A7 Chase Manhattan Bank 1 85
4 New York Plaza, 13th Floor
New York, NY 10004
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Salomon Smith Barney, Inc. 1 15
333 W. 34th Street
New York, NY 10001
Series 1998-24 Class A8 The Amalgamated Bank of New York 1 100
11-15 Union Square West
New York, NY 10003
Series 1998-24 Class A9 Prudential Securities Incorporated 1 85
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Regions Bank 1 10
417 North 20th Street, 12th Floor
Birmingham, AL 35202
Series 1998-24 Class A10 Boston Safe Deposit and Trust Company 1 69
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
CitiBank, N.A. 1 31
P.O. Box 30576
Tampa, FL 33630-3576
Series 1998-24 Class R Credit Suisse First Boston Corporation 1 100
5 World Trade Center, 7th Floor
New York, NY 10048
Series 1998-24 Class M The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1998-24 Class B1 LBI-Lehman Government Securities, Inc. 1 100
101 Hudson Street, 31st Floor
Jersey City, NJ 07302
Series 1998-24 Class B2 LBI-Lehman Government Securities, Inc. 1 100
101 Hudson Street, 31st Floor
Jersey City, NJ 07302
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-25 Class A1 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1998-25 Class A2 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-25 Class A3 Boston Safe Deposit and Trust Company 1 8
c/o Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
State Street Bank and Trust Company 1 85
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Series 1998-25 Class A4 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-25 Class A5 Chase Manhattan Bank 1 22
4 New York Plaza, 13th Floor
New York, NY 10004
LaSalle National Bank 1 23
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Merrill Lynch, Pierce, Fenner 1 55
& Smith, Inc.
4 Corporate Place, Corporate Park 287
Piscataway, NJ 08855
Series 1998-25 Class A6 Merrill Lynch, Pierce, Fenner 1 100
& Smith, Inc.
4 Corporate Place, Corporate Park 287
Piscataway, NJ 08855
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-25 Class A7 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-25 Class A8 The Bank of New York 1 14
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 21
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 1 57
4 New York Plaza, 13th Floor
New York, NY 10004
Norwest Investment Services, Inc. 1 8
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1998-25 Class A9 The Bank of New York 1 89
925 Patterson Plank Road
Secaucus, NJ 07094
Merrill Lynch, Pierce, Fenner 1 11
& Smith, Inc.
4 Corporate Place, Corporate Park 287
Piscataway, NJ 08855
Series 1998-25 Class A10 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-25 Class A11 Boston Safe Deposit and Trust Company 1 100
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-25 Class A12 BHC Securities, Inc. 1 23
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
City Securities Corporation 1 10
135 N. Pennsylvania Street, Suite 2200
Indianapolis, In 46204
A.G. Edwards & Sons, Inc. 1 26
1 North Jefferson
St. Louis, MO 63103
J.J.B. Hilliard, W.L. Lyons, Inc. 1 26
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Janney Montgomery Scott, Inc. 1 7
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1998-25 Class A13 Donaldson, Lufkin and Jenrette 1 6
Securities Corporation
1 Pershing Plaza
Jersey City, NJ 07399
Janney Montgomery Scott, Inc. 1 5
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Prudential Securities Incorporated 1 5
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Dean Witter Reynolds, Inc. 1 78
5690 West Cypress Street
Tampa, FL 33607
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-25 Class A14 Donaldson, Lufkin and Jenrette 1 6
Securities Corporation
1 Pershing Plaza
Jersey City, NJ 07399
J.J.B. Hilliard, W.L. Lyons, Inc. 1 10
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Janney Montgomery Scott, Inc. 1 12
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Prudential Securities Incorporated 1 55
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Raymond, James & Associates, Inc. 1 8
880 Carilion Parkway, P.O. Box 12749
St. Petersburg, FL 33733
Series 1998-25 Class A15 PWI CMO Account 1 100
1000 Harbor Boulevard., 8th Floor
Weehawken, NJ 07087
Series 1998-25 Class A16 Bankers Trust Company 1 41
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Merrill Lynch, Pierce, Fenner 1 59
& Smith, Inc.
4 Corporate Place, Corporate Park 287
Piscataway, NJ 08855
Series 1998-25 Class A17 Merrill Lynch, Pierce, Fenner 1 100
& Smith, Inc.
4 Corporate Place, Corporate Park 287
Piscataway, NJ 08855
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-25 Class A18 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1998-25 Class A19 Salomon Smith Barney, Inc. 1 100
333 W. 34th Street
New York, NY 10001
Series 1998-25 Class A20 Salomon Smith Barney, Inc. 1 100
333 W. 34th Street
New York, NY 10001
Series 1998-25 Class A21 Salomon Smith Barney, Inc. 1 100
333 W. 34th Street
New York, NY 10001
Series 1998-25 Class A22 Salomon Smith Barney, Inc. 1 100
333 W. 34th Street
New York, NY 10001
Series 1998-25 Class R Merrill Lynch Pierce Fenner 1 100
& Smith, Inc.
250 Vesy Street
New York, NY 10281
Series 1998-25 Class M The Bank of New York 1 50
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 50
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-25 Class B1 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-25 Class B2 Bankers Trust Company 1 100
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-26 Class A The Bank of New York 1 21
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit and Trust Company 1 58
c/o Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Bankers Trust Company 1 9
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 1 12
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-26 Class R Credit Suisse First Boston Corporation 1 100
5 World Trade Center, 7th Floor
New York, NY 10048
Series 1998-26 Class M Chase Manhattan Bank 1 77
4 New York Plaza, 13th Floor
New York, NY 10004
State Street Bank and Trust Company 1 23
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Series 1998-26 Class B1 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1998-26 Class B2 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1998-HE1 Class A1 Bankers Trust Company 1 11
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Chase Manhattan Bank 1 46
4 New York Plaza, 13th Floor
New York, NY 10004
Investors Bank & Trust/M.F. Custody 1 8
200 Clarendon Street, 15th Floor
Hancock Tower
Boston, MA 02116
The Northern Trust Company 1 11
801 S. Canal C-IN
Chicago, IL 60607
State Street Bank and Trust Company 1 23
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Series 1998-HE1 Class A2 First Union National Bank 1 76
530 Walnut Street, FC1-9-81-48
Philadelpia, PA 19101
State Street Bank and Trust Company 1 20
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Series 1998-HE1 Class A3 Bankers Trust Company 1 77
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
State Street Bank and Trust Company 1 17
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Series 1998-HE1 Class A4 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-HE1 Class A5 The Bank of New York 1 39
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 25
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Comerica Bank 1 17
Cap. Chg./Proxy 7CBB/Mc 3530
Detroit, MI 48275-3530
Firstar Trust Company 1 19
777 E. Wisconsin Avenue
Milwaukee, WI 53202
Series 1998-HE1 Class A6 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-HE1 Class A7 State Street Bank and Trust Company 1 100
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Series 1998-HE1 Class R1 Boston Mortgage Investments XIII LLC 1 100
c/o Crispin Koehler Holding Corp.
1440 Chapin Avenue, Suite 310
Burlingame, CA 94010
Series 1998-HE1 Class R2 Boston Mortgage Investments XIII LLC 1 100
c/o Crispin Koehler Holding Corp.
1440 Chapin Avenue, Suite 310
Burlingame, CA 94010
Series 1998-HE1 Class M Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-HE1 Class B1 Citibank, N.A. 1 100
P.O. Box 30576
Tampa, FL 33630-3576
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-HE1 Class B2 Prudential Securities Incorporated 1 100
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1998-HE2 Class A1 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-HE2 Class A2 ABN Amro Incorporated/Bond Trading 1 91
181 W. Madison
Chicago, IL 60603
The Bank of New York 1 9
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1998-HE2 Class A3 State Street Bank and Trust Company 1 10
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Union Bank of California, N.A. 1 89
P.O. Box 109
San Diego, CA 92112-4103
Series 1998-HE2 Class A4 Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-HE2 Class A5 Bankers Trust Company 1 7
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Bank One Trust Company, N.A. 1 7
235 W. Schrock Road, Brooksedge Village
Westerville, OH 43081
Firstar Trust Company 1 45
777 E. Wisconsin Avenue
Milwaukee, WI 53202
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
State Street Bank and Trust Company 1 38
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Series 1998-HE2 Class A6 The Bank of New York 1 43
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank 1 57
4 New York Plaza, 13th Floor
New York, NY 10004
Series 1998-HE2 Class A7 The Bank of New York 1 58
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit and Trust Company 1 17
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Firstar Trust Company 1 8
777 E. Wisconsin Avenue
Milwaukee, WI 53202
The Northern Trust Company 1 17
801 S. Canal C-IN
Chicago, IL 60607
Series 1998-HE2 Class R1 Credit Suisse First Boston Corporation 1 100
5 World Trade Center, 7th Floor
New York, NY 10048
Series 1998-HE2 Class R2 Credit Suisse First Boston Corporation 1 100
5 World Trade Center, 7th Floor
New York, NY 10048
Series 1998-HE2 Class M Chase Manhattan Bank 1 100
4 New York Plaza, 13th Floor
New York, NY 10004
<PAGE>
Number of Percent of
Name and Address CertificatesCertificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1998-HE2 Class B1 The Bank of New York 1 43
925 Patterson Plank Road
Secaucus, NJ 07094
Fleet Bank of Massachusetts, N.A. 1 57
Fleet Services Corp.
2nd Floor NYROT02B
Rochester, NY 14638
Series 1998-HE2 Class B2 U.S. Bank National Association/ 1 100
Safekeeping
First Trust Center, SPFT 0913
180 East Fifth Street, 9th Floor
St. Paul, MN 55101
(b) Pursuant to the Exemptive Order, the Company is not required to provide this
information.
(c) Pursuant to the Exemptive Order, the Company is not required to provide this
information.
Item 13. Certain Relationships and Related Transactions
- -------- ----------------------------------------------
Pursuant to the Exemptive Order, the Company is not required to provide this
information.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
- -------- Form 8-K
-------------------------------------------------------------
(a) 99.1 Servicer's Annual Statement as to Compliance for the Series
1998-1 Certificates dated March 24, 1999.
99.2 Servicer's Annual Statement as to Compliance for the Series
1998-2 Certificates dated March 24, 1999.
99.3 Servicer's Annual Statement as to Compliance for the Series
1998-3 Certificates dated March 24, 1999.
99.4 Servicer's Annual Statement as to Compliance for the Series
1998-4 Certificates dated March 24, 1999.
99.5 Servicer's Annual Statement as to Compliance for the Series
1998-5 Certificates dated March 24, 1999.
99.6 Servicer's Annual Statement as to Compliance for the Series
1998-6A Certificates dated March 24, 1999.
99.7 Servicer's Annual Statement as to Compliance for the Series
1998-6B Certificates dated March 24, 1999.
99.8 Servicer's Annual Statement as to Compliance for the Series
1998-7 Certificates dated March 24, 1999.
99.9 Servicer's Annual Statement as to Compliance for the Series
1998-8A Certificates dated March 24, 1999.
99.10 Servicer's Annual Statement as to Compliance for the Series
1998-8B Certificates dated March 24, 1999.
99.11 Servicer's Annual Statement as to Compliance for the Series
1998-9 Certificates dated March 24, 1999.
99.12 Servicer's Annual Statement as to Compliance for the Series
1998-10A Certificates dated March 24, 1999.
99.13 Servicer's Annual Statement as to Compliance for the Series
1998-10B Certificates dated March 24, 1999.
99.14 Servicer's Annual Statement as to Compliance for the Series
1998-11A Certificates dated March 24, 1999.
99.15 Servicer's Annual Statement as to Compliance for the Series
1998-11B Certificates dated March 24, 1999.
99.16 Servicer's Annual Statement as to Compliance for the Series
1998-11C Certificates dated March 24, 1999.
99.17 Servicer's Annual Statement as to Compliance for the Series
1998-12A Certificates dated March 24, 1999.
99.18 Servicer's Annual Statement as to Compliance for the Series
1998-12B Certificates dated March 24, 1999.
99.19 Servicer's Annual Statement as to Compliance for the Series
1998-12C Certificates dated March 24, 1999.
99.20 Servicer's Annual Statement as to Compliance for the Series
1998-12D Certificates dated March 24, 1999.
99.21 Servicer's Annual Statement as to Compliance for the Series
1998-13 Certificates dated March 24, 1999.
99.22 Servicer's Annual Statement as to Compliance for the Series
1998-14 Certificates dated March 24, 1999.
99.23 Servicer's Annual Statement as to Compliance for the Series
1998-15 Certificates dated March 24, 1999.
99.24 Servicer's Annual Statement as to Compliance for the Series
1998-16 Certificates dated March 24, 1999.
99.25 Servicer's Annual Statement as to Compliance for the Series
1998-HE1 Certificates dated March 24, 1999.
99.26 Servicer's Annual Statement as to Compliance for the Series
1998-HE2 Certificates dated March 24, 1999.
99.27 Report dated February 8, 1999 prepared by the Servicer's
independent certified public accountants, concerning the
Servicer's activities for the period ended December 31, 1998
(relating to the portion of mortgage loans in Registrant's
Servicing Portfolio, as defined in Item 8, other than home
equity mortgage loans, for which Registrant is primary
servicer).
99.28 Report dated February 8, 1999 prepared by the Servicer's
independent certified public accountants, concerning the
Servicer's activities for the period ended December 31, 1998
(relating to the portion of mortgage loans in Registrant's
Servicing Portfolio, as defined in Item 8, which are home
equity mortgage loans, for which Registrant is primary
servicer).
99.29 Report dated February 8, 1999 prepared by the Servicer's
independent certified public accountants, concerning the
Servicer's activities for the period ended December 31, 1998
(relating to the portion of mortgage loans in Registrant's
Servicing Portfolio, as defined in Item 8, for which
Registrant is master servicer).
(b) Pursuant to the Exemptive Order, the Company is not required to provide this
information.
(c) Pursuant to the Exemptive Order, the Company is not required to provide this
information.
(d) Pursuant to the Exemptive Order, the Company is not required to provide this
information.
Supplemental Information to be Furnished with Reports Filed Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to
Section 12 of the Act
No annual report to security holders covering the Registrant's last fiscal year
or proxy statement, form of proxy or other proxy solicitation material has been
sent to holders of Certificates.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on the 29th day of March,
1999.
GE CAPITAL MORTGAGE SERVICES, INC.
By: /s/ Kathryn Kelbaugh
-----------------------------
Kathryn Kelbaugh
Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been executed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Thomas H. Mann Director (Principal March 29, 1999
- ----------------------------------Executive Officer)
Thomas H. Mann
/s/ Glen Messina Director March 29, 1999
- ----------------------------------
Glen Messina
/s/ Gerhard A. Miller Director March 29, 1999
- ----------------------------------
Gerhard A. Miller
/s/ JoAnn B. Rabitz Director March 29, 1999
- ----------------------------------
JoAnn B. Rabitz
/s/ Theodore F. Weiland Director March 29, 1999
- ----------------------------------
Theodore F. Weiland
/s/ Terry Couto Principal Financial and March 29, 1999
- ----------------------------------Accounting Officer
Terry Couto
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
99.1 Servicer's Annual Statement as to Compliance for the Series 105
1998-1 Certificates dated March 24, 1999.
99.2 Servicer's Annual Statement as to Compliance for the Series 107
1998-2 Certificates dated March 24, 1999.
99.3 Servicer's Annual Statement as to Compliance for the Series 109
1998-3 Certificates dated March 24, 1999.
99.4 Servicer's Annual Statement as to Compliance for the Series 111
1998-4 Certificates dated March 24, 1999.
99.5 Servicer's Annual Statement as to Compliance for the Series 113
1998-5 Certificates dated March 24, 1999.
99.6 Servicer's Annual Statement as to Compliance for the Series 115
1998-6A Certificates dated March 24, 1999.
99.7 Servicer's Annual Statement as to Compliance for the Series 117
1998-6B Certificates dated March 24, 1999.
99.8 Servicer's Annual Statement as to Compliance for the Series 119
1998-7 Certificates dated March 24, 1999.
99.9 Servicer's Annual Statement as to Compliance for the Series 121
1998-8A Certificates dated March 24, 1999.
99.10 Servicer's Annual Statement as to Compliance for the Series 123
1998-8B Certificates dated March 24, 1999.
99.11 Servicer's Annual Statement as to Compliance for the Series 125
1998-9 Certificates dated March 24, 1999.
99.12 Servicer's Annual Statement as to Compliance for the Series 127
1998-10A Certificates dated March 24, 1999.
99.13 Servicer's Annual Statement as to Compliance for the Series 129
1998-10B Certificates dated March 24, 1999.
99.14 Servicer's Annual Statement as to Compliance for the Series 131
1998-11A Certificates dated March 24, 1999.
99.15 Servicer's Annual Statement as to Compliance for the Series 133
1998-11B Certificates dated March 24, 1999.
99.16 Servicer's Annual Statement as to Compliance for the Series 135
1998-11C Certificates dated March 24, 1999.
99.17 Servicer's Annual Statement as to Compliance for the Series 137
1998-12A Certificates dated March 24, 1999.
99.18 Servicer's Annual Statement as to Compliance for the Series 139
1998-12B Certificates dated March 24, 1999.
99.19 Servicer's Annual Statement as to Compliance for the Series 141
1998-12C Certificates dated March 24, 1999.
99.20 Servicer's Annual Statement as to Compliance for the Series 143
1998-12D Certificates dated March 24, 1999.
99.21 Servicer's Annual Statement as to Compliance for the Series 145
1998-13 Certificates dated March 24, 1999.
99.22 Servicer's Annual Statement as to Compliance for the Series 147
1998-14 Certificates dated March 24, 1999.
99.23 Servicer's Annual Statement as to Compliance for the Series 149
1998-15 Certificates dated March 24, 1999.
99.24 Servicer's Annual Statement as to Compliance for the Series 151
1998-16 Certificates dated March 24, 1999.
99.25 Servicer's Annual Statement as to Compliance for the Series 153
1998-HE1 Certificates dated March 24, 1999.
99.26 Servicer's Annual Statement as to Compliance for the Series 155
1998-HE2 Certificates dated March 24, 1999.
99.27 Report dated February 8, 1999 prepared by the Servicer's 157
independent certified public accountants, concerning the
Servicer's activities for the period ended December 31, 1998
(relating to the portion of mortgage loans in Registrant's
Servicing Portfolio, as defined in Item 8, other than home
equity mortgage loans, for which Registrant is primary
servicer).
99.28 Report dated February 8, 1999 prepared by the Servicer's 159
independent certified public accountants, concerning the
Servicer's activities for the period ended December 31, 1998
(relating to the portion of mortgage loans in Registrant's
Servicing Portfolio, as defined in Item 8, which are home
equity mortgage loans, for which Registrant is primary
servicer).
99.29 Report dated February 8, 1999 prepared by the Servicer's 161
independent certified public accountants, concerning the
Servicer's activities for the period ended December 31, 1998
(relating to the portion of mortgage loans in Registrant's
Servicing Portfolio, as defined in Item 8, for which
Registrant is master servicer).
Exhibit 99.1
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1998-1
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1998-1 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 1999
By:/s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By:/s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.2
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1998-2
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1998-2 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 1999
By:/s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By:/s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.3
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1998-3
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1998-3 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 1999
By:/s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By:/s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.4
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1998-4
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1998-4 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 1999
By:/s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By:/s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.5
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1998-5
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1998-5 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 1999
By:/s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By:/s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.6
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1998-6A
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1998-6A REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 1999
By:/s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By:/s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.7
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1998-6B
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1998-6B REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 1999
By:/s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By:/s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.8
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1998-7
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1998-7 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 1999
By:/s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By:/s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.9
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1998-8A
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1998-8A REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 1999
By:/s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By:/s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.10
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1998-8B
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1998-8B REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 1999
By:/s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By:/s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.11
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1998-9
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1998-9 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 1999
By:/s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By:/s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.12
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1998-10A
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1998-10A REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 1999
By:/s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By:/s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.13
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1998-10B
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1998-10B REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 1999
By:/s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By:/s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.14
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1998-11A
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1998-11A REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 1999
By:/s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By:/s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.15
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1998-11B
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1998-11B REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 1999
By:/s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By:/s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.16
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1998-11C
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1998-11C REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 1999
By:/s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By:/s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.17
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1998-12A
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1998-12A REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 1999
By:/s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By:/s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.18
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1998-12B
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1998-12B REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 1999
By:/s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By:/s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.19
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1998-12C
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1998-12C REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 1999
By:/s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By:/s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.20
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1998-12D
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1998-12D REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 1999
By:/s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By:/s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.21
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1998-13
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1998-13 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 1999
By:/s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By:/s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.22
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1998-14
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1998-14 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 1999
By:/s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By:/s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.23
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1998-15
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1998-15 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 1999
By:/s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By:/s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.24
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1998-16
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1998-16 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, the Servicer has fulfilled all of its material
obligations under the Agreement throughout such year, except
as set forth on Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 1999
By:/s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By:/s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.25
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1998-HE1
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1998-HE1 Home Equity Loan Pass-Through Certificates (the "Agreement") entered
into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and The
First National Bank of Chicago, as Trustee, which Agreement requires an annual
statement of compliance to be made to the Trustee by an officer of the Servicer,
hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, (1) the Servicer has fulfilled all of its
material obligations under the Agreement throughout such year,
except as set forth on Exhibit A hereto. and (2) no Trigger
Event has occurred.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 1999
By:/s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By:/s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.26
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1998-HE2
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1998-HE2 Home Equity Loan Pass-Through Certificates (the "Agreement") entered
into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and The
First National Bank of Chicago, as Trustee, which Agreement requires an annual
statement of compliance to be made to the Trustee by an officer of the Servicer,
hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, (1) the Servicer has fulfilled all of its
material obligations under the Agreement throughout such year,
except as set forth on Exhibit A hereto. and (2) no Trigger
Event has occurred.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 1999
By:/s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By:/s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
Exhibit 99.27
KPMG Peat Marwick
1600 market Street
Philadelphia, PA 19103
Independent Accountants' Report
The Board of Directors
GE Capital Mortgage Services, Inc.:
We have examined management's assertion about GE Capital Mortgage Services,
Inc.'s (the Company's) compliance with the minimum servicing standards set forth
in the Mortgage Bankers Association of America's Uniform Single Attestation
Program for Mortgage Bankers for primary serviced loans (including those
serviced by the Company pursuant to various pooling and servicing agreements
relating to the Company's publicly rated mortgage-backed securities program) as
of and for the year ended December 31, 1998, included in the accompanying
management assertion. Management is responsible for the Company's compliance
with those minimum servicing standards. Our responsibility is to express an
opinion on management's assertion about the Company's compliance based on our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
minimum servicing standards and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on the Company's compliance with the minimum servicing
standards.
In our opinion, management's assertion that the Company has complied in all
material respects with the aforementioned minimum servicing standards for
primary serviced loans as of and for the year ended December 31, 1998, is fairly
stated, in all material respects.
/s/ KPMG PEAT MARWICK
---------------------
February 8, 1999
<PAGE>
GE Capital Mortgage Services, Inc.
3 Executive Campus
Cherry Hill, NJ 08002
As of and for the year ended December 31, 1998, GE Capital Mortgage Services,
Inc. (the Company) has complied in all material respects with the minimum
servicing standards set forth in the Mortgage Bankers Association of America's
Uniform Single Attestation Program for Mortgage Bankers. As of and for this same
period, the Company had in effect a fidelity bond and errors and omissions
policy in the minimum amount of $120 million and $20 million, respectively.
/s/ Greg Gibson
- ------------------------------
Greg Gibson
Vice President, Servicing
GE Capital Mortgage Services, Inc.
Exhibit 99.28
KPMG Peat Marwick
1600 market Street
Philadelphia, PA 19103
Independent Accountants' Report
The Board of Directors
GE Capital Mortgage Services, Inc.:
We have examined management's assertion about GE Capital Mortgage Services,
Inc.'s (the Company's) compliance with the minimum servicing standards set forth
in the Mortgage Bankers Association of America's Uniform Single Attestation
Program for Mortgage Bankers for home equity loans (including those serviced by
the Company pursuant to various pooling and servicing agreements relating to the
Company's publicly rated mortgage-backed securities program) as of and for the
year ended December 31, 1998, included in the accompanying management assertion.
Management is responsible for the Company's compliance with those minimum
servicing standards. Our responsibility is to express an opinion on management's
assertion about the Company's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
minimum servicing standards and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on the Company's compliance with the minimum servicing
standards.
In our opinion, management's assertion that the Company has complied in all
material respects with the aforementioned minimum servicing standards for home
equity loans as of and for the year ended December 31, 1998, is fairly stated,
in all material respects.
/s/ KPMG PEAT MARWICK
---------------------
February 8, 1999
<PAGE>
GE Capital Mortgage Services, Inc.
3 Executive Campus
Cherry Hill, NJ 08002
As of and for the year ended December 31, 1998, GE Capital Mortgage Services,
Inc. (the Company) has complied in all material respects with the minimum
servicing standards for home equity servicers as set forth in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers. As of and for this same period, the Company had in effect a fidelity
bond and errors and omissions policy in the minimum amount of $120 million and
$20 million, respectively.
/s/ Greg Gibson
- ------------------------------
Greg Gibson
Vice President, Servicing
GE Capital Mortgage Services, Inc.
Exhibit 99.29
KPMG Peat Marwick
1600 market Street
Philadelphia, PA 19103
Independent Accountants' Report
The Board of Directors
GE Capital Mortgage Services, Inc.:
We have examined management's assertion about GE Capital Mortgage Services,
Inc.'s (the Company's) compliance with the minimum servicing standards set forth
in the Mortgage Bankers Association of America's Uniform Single Attestation
Program for Mortgage Bankers (USAP) for master serviced loans (including those
serviced by the Company pursuant to various pooling and servicing agreements
relating to the Company's publicly rated mortgage-backed securities program),
insofar as the assertion relates to minimum servicing standards I.1., I.2.,
I.3., III.1., III.5., IV.1., and VII.1., as of and for the year ended December
31, 1998, included in the accompanying management assertion. Management is
responsible for the Company's compliance with those minimum servicing standards.
Our responsibility is to express an opinion on management's assertion, insofar
as it relates to the above mentioned minimum servicing standards, about the
Company's compliance based on our examination. In as much as the Company does
not service the loans underlying the master servicing directly, we did not
examine the Company's compliance with minimum servicing standards I.4., II.1.,
II.2., II.3., II.4., III.2., III.3., III.4., III.6., V.1., V.2., V.3., V.4. and
VI.1., of the USAP. With respect to those loans not serviced, our procedures
consisted of obtaining and reading the most recently available reports from the
primary servicers' independent auditors. Our opinion as expressed herein,
insofar as it relates to such minimum standards performed by such primary
servicers, is based solely upon the reports of the respective independent
auditors.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
minimum servicing standards specified above and performing such other procedures
as we considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on the Company's compliance with the minimum servicing
standards specified above.
In our opinion, except for the material noncompliance with various minimum
servicing standards noted in our reading of other independent auditors' reports
as discussed above, management's assertion that the Company complied with the
aforementioned minimum servicing standards as of and for the year ended December
31, 1998, is fairly stated, in all material respects.
As discussed in management's assertion, the following material noncompliance
occurred at the master servicer's primary servicers during the year ended
December 31, 1998. Several reports obtained from the primary servicers'
independent auditors contained exceptions, which in their opinion, the USAP
required them to report. These exceptions are listed on the attached Schedule of
Findings.
This condition was considered in determining the nature, timing, and extent of
audit tests applied in our audit of the 1998 consolidated financial statements,
and this report does not affect our report dated January 22, 1999 on those
consolidated financial statements.
/s/ KPMG PEAT MARWICK
---------------------
February 8, 1999
<PAGE>
Schedule of Findings - Primary Servicers' USAP
The following summarizes the findings from the 157 reports obtained from the
primary servicers' independent auditors which disclosed exceptions based on an
independent review of the primary servicers' mortgage servicing operations in
accordance with the Uniform Single Attestation Program (USAP) for Mortgage
Bankers.
Instances of exceptions with respect to:
Custodial Bank Accounts - sixteen primary servicers
Mortgage Payments - one primary servicer
Mortgagor Loan Accounting - seven primary servicers
Investor Accounting - two primary servicers
Insurance Policies - two primary servicer
One primary servicer did not provide the required USAP from it's independent
auditors.
Where the Company is the primary servicer, a separate report was issued on the
review of the Company's mortgage servicing operations in accordance with the
USAP for Mortgage Bankers which is dated February 8, 1999.
<PAGE>
GE Capital Mortgage Services, Inc.
3 Executive Campus
Cherry Hill, NJ 08002
As of and for the year ended December 31, 1998, GE Capital Mortgage Services,
Inc. (the Company) has complied in all material respects with the minimum
servicing standards for master servicers set forth in the Mortgage Bankers
Association of America's Uniform Single Attestation Program for Mortgage Bankers
(USAP). With respect to minimum servicing standards I.4, II.1, II.2, II.3, II.4,
III.2, III.3, III.4, III.6, V.1, V.2, V.3, V.4 and VI.1 of the USAP, the Company
relies on the performance of its primary servicers. The Company had in effect a
fidelity bond and errors and omissions policy in the amount of $120 million and
$20 million, respectively.
With respect to the Schedule of Findings related to the primary servicers'
USAP's, where the Company acts as master servicer, the Company responds in the
following manner:
1. Custodial Bank Accounts: Of the sixteen primary servicers with bank account
reconciliation findings, all have taken the necessary corrective action and
therefore should avoid future findings. Each of the primary servicers
provided written verification that the bank accounts involved did not
include accounts maintained for the Company.
2. Mortgage Payments: The one primary servicer with a mortgage payment finding
has taken the necessary corrective action and therefore should avoid future
findings. Such primary servicer provided written verification that the
finding did not involve loans serviced for the Company.
3. Mortgage Loan Accounting: Of the seven primary servicers with mortgage
accounting related findings, all have taken the necessary corrective action
and therefore should avoid future findings. Each of the primary servicers
provided written verification that these findings did not involve loans
serviced for the Company.
4. Investor Accounting: Of the two primary servicers with investor accounting
findings, both have taken the necessary corrective action and therefore
should avoid future findings. Each of the primary servicers has provided
written verification that the findings did not involve any loans serviced
for the Company.
5. Insurance Policy: Of the two primary servicers with mortgage impairment
policy findings, both have taken the necessary corrective action and
therefore should avoid future findings. Each of the primary servicers
provided written verification that the findings did not involve loans
serviced for the Company.
The one primary servicer that did not provide the required USAP from its
independent auditors was a new servicer for the Company as a result of a merger
and was not aware of the Company's USAP requirement. Such servicer has provided
written verification that they will comply with the USAP requirement effective
with their 1998 fiscal year end.
The Company follows the following procedures in connection with the primary
servicers who had exceptions reported in their USAP's:
1. Investigate the USAP findings and obtain written verification that the
loans serviced for the Company are not affected by the findings. In the
event it is determined that such loans are so affected, the Company would
pursue ways to put corrective action plans and procedures in place.
2. Perform annual due diligence reviews to validate such primary servicers
continued compliance with the servicing requirements stated in the
Company's Seller's/Servicer's Guide.
3. Perform monthly primary servicer reviews of compliance with reporting and
remittance requirements.
4. In the event of continued non-compliance with corrective action plans and
procedures, seek termination of servicing rights, with cause.
/s/ Greg Gibson
- -------------------------
Greg Gibson
Vice President, Servicing
GE Capital Mortgage Services, Inc.
