GE CAPITAL MORTGAGE SERVICES INC
8-K, 1999-09-10
ASSET-BACKED SECURITIES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 8-K

                                 CURRENT REPORT

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

        Date of Report (Date of earliest event reported) August 26, 1999


                       GE CAPITAL MORTGAGE SERVICES, INC.
                  (as Seller and Servicer under the Pooling and
                Servicing Agreement, dated as of August 1, 1999,
                       providing for the issuance of REMIC
                   Pass-Through Certificates, Series 1999-19)



                       GE Capital Mortgage Services, Inc.
             (Exact name of registrant as specified in its charter)

   New Jersey                      33-5042                    21-0627285
- --------------------------------------------------------------------------------
(State or other jurisdiction    (Commission               (I.R.S. Employer
 of incorporation)               File Number               Identification No.)




                             Three Executive Campus
                          Cherry Hill, New Jersey 08002
               (Address of Principal Executive Office) (Zip Code)




        Registrant's telephone number, including area code (609) 661-6100


<PAGE>


ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS

General.

On August 26, 1999, GE Capital Mortgage Services, Inc. ("GECMSI") offered to
investors certain classes of its REMIC Pass-Through Certificates, Series 1999-19
(the "Certificates") evidencing beneficial ownership interests in a trust fund
(the "Trust Fund"). The assets of the Trust Fund consist primarily of a pool
("Pool 1999-19") of conventional, one- to four-family residential loans (the
"Mortgage Loans"). Capitalized terms used herein and not otherwise defined shall
have the meanings assigned to them in the Prospectus dated August 19, 1999 as
supplemented by the Prospectus Supplement dated August 19, 1999.

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

       Class A1                                     $147,370,000.00
       Class R                                              $100.00
       Class M                                        $1,211,000.00
       Class B1                                         $454,000.00
       Class B2                                         $454,000.00
       Class B3                                         $454,000.00
       Class B4                                         $228,000.00
       Class B5                                         $227,956.47
       Class PO                                       $1,006,172.13
       Total :                                      $151,405,228.60



The initial Junior Percentage and initial Senior Percentage for Pool 1999-19 are
approximately 2% and 98%, respectively. The "Bankruptcy Loss Amount," the "Fraud
Loss Amount" and the "Special Hazard Loss Amount" for Pool 1999-19 as of the
initial issuance of the Certificates are $100,000.00, $1,514,052.00 and
$1,714,862.00, respectively, representing approximately .0700%, 1.0000%, and
1.1300%, respectively, of the aggregate Scheduled Principal Balances of the
Mortgage Loans as of August 1, 1999 (the "Cut-off Date").


Description of the Mortgage Pool and the Mortgaged Properties

Pool 1999-19

Pool 1999-19 consists primarily of fixed-rate, fully-amortizing conventional
Mortgage Loans evidenced by Mortgage Notes which have original maturities of 10
to 15 years and an aggregate outstanding Scheduled Principal Balance as of the
Cut-off Date, after deducting payments of principal due on or before such date
and prepayments of principal received before such date, of $151,405,228.60.

The interest rates (the "Mortgage Rates") borne by the 430 Mortgage Loans
conveyed by GECMSI to Pool 1999-19 range from 6.1250% to 8.2500% and the
weighted average Mortgage Rate as of the Cut-off Date is 6.9448% per annum (all
weighted averages in this filing are weighted by aggregate outstanding Scheduled
Principal Balance as of the Cut-off Date). At origination, the principal
balances of the Mortgage Loans in Pool 1999-19 ranged from $40,000.00 to
$860,000.00, and, as of the Cut-off Date, the average outstanding Scheduled
Principal Balance of the Mortgage Loans in Pool 1999-19 is $352,105.18, after
application of principal payments due on or before the Cut-off Date and
prepayments of principal received before such date. The earliest origination
date of any Mortgage Loan in Pool 1999-19 is October 16, 1997, and the latest
scheduled maturity date of any such Mortgage Loan is August 1, 2014. The
weighted average loan-to-value ratio of the Mortgage Loans as of the Cut-off
Date in Pool 1999-19 is 67.3021%.

The Mortgage Loans in Pool 1999-19 have the following characteristics as of the
Cut-off Date.

a)   The following table sets forth information, as of the Cut-off Date, with
     respect to the Mortgage Rates borne by the Mortgage Loans in Pool 1999-19:

MORTGAGE     # OF       AGGREGATE BALANCES          % OF POOL BY
  RATES      LOANS      AS OF CUT-OFF DATE       AGGREGATE BALANCE
  -----      -----      ------------------       -----------------
 6.1250%        4           $1,088,357.57               0.7188%
 6.2500%        2             $735,105.09               0.4855%
 6.3750%       10           $4,078,801.87               2.6940%
 6.5000%       20           $7,135,006.84               4.7125%
 6.6250%       37          $14,054,336.47               9.2826%
 6.7500%       73          $24,674,888.29              16.2973%
 6.8750%       98          $35,206,559.69              23.2533%
 6.9000%        1              $72,597.16               0.0479%
 7.0000%       60          $19,665,259.56              12.9885%
 7.1250%       36          $13,200,107.89               8.7184%
 7.2500%       36          $11,279,497.43               7.4499%
 7.3750%       25           $9,201,474.38               6.0774%
 7.5000%       14           $5,448,842.64               3.5988%
 7.6250%        4           $2,145,318.02               1.4169%
 7.7500%        3           $1,183,991.61               0.7820%
 7.8750%        4           $1,056,648.99               0.6979%
 8.0000%        1             $411,806.49               0.2720%
 8.1250%        1             $446,719.61               0.2950%
 8.2500%        1             $319,909.00               0.2113%
  Total       430         $151,405,228.60             100.0000%


b) The following table sets forth information, as of the Cut-off Date, with
respect to the original principal balances of the Mortgage Loans in Pool 1999-19
:

      ORIGINAL                             AGGREGATE BALANCES     % OF POOL BY
      BALANCES           # OF LOANS        AS OF CUT-OFF DATE    AGGREGATE BAL.
      --------           ----------        ------------------    --------------
       0 - 227,150             25             $3,394,129.20           2.2418%
$227,151 - 250,000             17             $4,106,503.17           2.7123%
$250,001 - 300,000            126            $35,072,199.01          23.1644%
$300,001 - 350,000             84            $27,091,233.22          17.8932%
$350,001 - 400,000             80            $29,950,660.56          19.7818%
$400,001 - 450,000             29            $12,287,970.67           8.1159%
$450,001 - 600,000             51            $26,974,497.74          17.8161%
$600,001 - 650,000             10             $6,392,162.18           4.2219%
$650,001 - 1,000,000 +          8             $6,135,872.85           4.0526%
Total                         430           $151,405,228.60         100.0000%

The largest outstanding Scheduled Principal Balance of any Mortgage Loan, as of
the Cut-off Date, in Pool 1999-19 is $857,431.05.

The smallest outstanding Scheduled Principal Balance of any Mortgage Loan, as of
the Cut-off Date, in Pool 1999-19 is $40,000.00.

c)  The following table sets forth information, as of the Cut-off Date, with
    respect to the years of origination of the Mortgage Loans in Pool 1999-19:

 YEAR OF                       AGGREGATE BALANCES          % OF POOL BY
ORIGINATION    # OF LOANS      AS OF CUT-OFF DATE        AGGREGATE BALANCE
- -----------    ----------      ------------------        -----------------
   1997              2              $409,626.12              0.2705%
   1998             10            $3,341,488.53              2.2070%
   1999            418          $147,654,113.95             97.5225%
  Total            430          $151,405,228.60            100.0000%



d)   The following table sets forth information, as of the Cut-off Date, with
     respect to the loan-to-value ratios of the Mortgage Loans at origination in
     Pool 1999-19:

  LOAN-TO-VALUE
     RATIO AT          # OF          AGGREGATE BALANCES      % OF POOL BY
   ORIGINATION         LOANS         AS OF CUT-OFF DATE    AGGREGATE BALANCE
   -----------         -----         ------------------    -----------------
  00.000 - 50.00        65             $23,540,625.32          15.5481%
  50.001 - 60.00        55             $20,321,011.64          13.4216%
  60.001 - 70.00        78             $27,997,461.45          18.4917%
  70.001 - 75.00        58             $21,716,706.70          14.3434%
  75.001 - 80.00       140             $47,740,460.41          31.5317%
  80.001 - 85.00         7              $2,496,741.23           1.6490%
  85.001 - 90.00        20              $6,064,036.37           4.0052%
  90.001 - 95.00         7              $1,528,185.48           1.0093%
      Total            430            $151,405,228.60         100.0000%

e)  The following table sets forth information, as of the Cut-off Date, with
    respect to the type of Mortgaged Properties securing the Mortgage Loans in
    Pool 1999-19:

            TYPE OF                       AGGREGATE BALANCES     % OF POOL BY
            DWELLING       # OF LOANS     AS OF CUT-OFF DATE   AGGREGATE BALANCE
            --------       ----------     ------------------   -----------------
Single-family detached        406          $144,327,434.69        95.3252%
Single-family attached          6            $1,749,471.86         1.1555%
Condominium                    11            $2,912,287.10         1.9235%
2 - 4 Family Units              5            $1,705,530.58         1.1265%
Co-op                           2              $710,504.37         0.4693%
Total                         430          $151,405,228.60       100.0000%

f)   The following table sets forth information, as of the Cut-off Date, with
     respect to the occupancy status of the Mortgaged Properties securing the
     Mortgage Loans as represented by the mortgagors at origination in Pool
     1999-19:
<TABLE>
<CAPTION>

                                           AGGREGATE BALANCES          % OF POOL BY
           OCCUPANCY      # OF LOANS       AS OF CUT-OFF DATE        AGGREGATE BALANCE
           ---------      ----------       ------------------        -----------------
<S>                          <C>               <C>                       <C>
Owner Occupied               415               $146,289,947.14           96.6214%
Vacation                      14                 $4,809,644.63           3.1767%
Investment                     1                   $305,636.83            0.2019%
Total                        430               $151,405,228.60          100.0000%
</TABLE>


g)  The following table sets forth information, as of the Cut-off Date, with
    respect to the geographic distribution of the Mortgaged Properties securing
    the Mortgage Loans in Pool 1999-19:

                        # OF       AGGREGATE BALANCES         % OF POOL BY
 STATE                  LOANS      AS OF CUT-OFF DATE      AGGREGATE BALANCE
 -----                  -----      ------------------      -----------------
Alabama                    2             $748,508.38             0.4944%
Arizona                   14           $4,497,295.96             2.9704%
Arkansas                   2             $590,510.22             0.3900%
California               101          $37,212,812.52            24.5783%
Colorado                  19           $6,753,085.32             4.4603%
Connecticut               12           $5,017,918.46             3.3142%
Delaware                   1             $308,000.00             0.2034%
District Of Columbia       2             $774,751.59             0.5117%
Florida                   17           $6,006,506.40             3.9672%
Georgia                   17           $6,657,115.08             4.3969%
Hawaii                     1             $642,073.75             0.4241%
Illinois                  27           $9,954,474.95             6.5747%
Indiana                    3           $1,242,701.53             0.8208%
Iowa                       2             $947,519.52             0.6258%
Maine                      1             $291,114.51             0.1923%
Maryland                  23           $7,065,832.99             4.6668%
Massachusetts             25           $8,456,840.52             5.5856%
Michigan                  21           $7,804,879.01             5.1550%
Minnesota                  6           $2,265,875.43             1.4966%
Mississippi                1             $341,823.07             0.2258%
Missouri                  11           $4,409,103.65             2.9121%
Nebraska                   2             $897,505.01             0.5928%
Nevada                     2             $604,609.29             0.3993%
New Jersey                14           $4,654,224.51             3.0740%
New York                  10           $2,484,193.87             1.6408%
North Carolina            10           $2,837,505.83             1.8741%
Ohio                       3             $963,275.24             0.6362%
Oklahoma                   5           $1,203,961.15             0.7952%
Oregon                     3           $1,089,070.20             0.7193%
Pennsylvania               7           $1,932,789.39             1.2766%
Rhode Island               2             $678,060.52             0.4478%
South Carolina             4           $1,574,352.95             1.0398%
Tennessee                 10           $3,560,211.80             2.3514%
Texas                     17           $5,509,694.71             3.6390%
Utah                       3             $894,666.24             0.5909%
Virginia                  14           $4,676,930.29             3.0890%
Washington                 9           $3,451,577.02             2.2797%
Wisconsin                  6           $1,959,915.92             1.2945%
Wyoming                    1             $443,941.80             0.2932%
Total                    430         $151,405,228.60           100.0000%


h)  The following table sets forth information, as of the Cut-off Date, with
    respect to the maturity dates of the Mortgage Loans in Pool 1999-19:

 YEAR OF      # OF      AGGREGATE BALANCES          % OF POOL BY
 MATURITY    LOANS      AS OF CUT-OFF DATE        AGGREGATE BALANCE
 --------    -----      ------------------        -----------------
   2009         8          $2,669,682.80                  1.7633%
   2012         1            $159,003.48                  0.1050%
   2013         5          $1,477,591.44                  0.9759%
   2014       416        $147,098,950.88                 97.1558%
  Total       430        $151,405,228.60                100.0000%

The weighted average scheduled remaining term to maturity of the Mortgage Loans
in Pool 1999-19 calculated as of the Cut-off Date is 176.93 months.

i)   The following table sets forth information, as of the Cut-off Date, with
     respect to the purpose of the Mortgage Loans in Pool 1999-19:

                               #         AGGREGATE BALANCES     % OF POOL BY
        PURPOSE OF LOAN     OF LOANS     AS OF CUT-OFF DATE   AGGREGATE BALANCE
        ---------------     --------     ------------------   -----------------
Purchase                      184          $64,968,708.51            42.9105%
Rate Term/Refinance           237          $84,017,941.86            55.4921%
Cash-out Refinance              9           $2,418,578.23             1.5974%
Total                         430         $151,405,228.60           100.0000%


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

1.1  The Underwriting Agreement, dated as of April 24, 1995, and the related
     Terms Agreement, dated as of August 10, 1999, for certain of the Series
     1999-19 Certificates between GE Capital Mortgage Services, Inc. and
     PaineWebber Incorporated

4.1  The Pooling and Servicing Agreement for the Series 1999-19 Certificates,
     dated as of August 1, 1999, between GE Capital Mortgage Services, Inc., as
     seller and servicer, and State Street Bank and Trust Company, as trustee.


<PAGE>

                                   SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                 GE Capital Mortgage Services, Inc.



                                 By:      /s/ Syed W. Ali
                                          ---------------
                                 Name:    Syed W. Ali
                                 Title:   Vice President







Dated as of August 26, 1999



<PAGE>





                                   SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                 GE Capital Mortgage Services, Inc.



                                 By:      /s/ Syed W. Ali
                                          ---------------
                                 Name:    Syed W. Ali
                                 Title:   Vice President





Dated as of August 26, 1999


<PAGE>



                                  EXHIBIT INDEX




The exhibits are being filed herewith:



EXHIBIT NO.                     DESCRIPTION
- -----------                     -----------


1.1  The Underwriting Agreement, dated as of April 24, 1995, and the related
     Terms Agreement, dated as of August 10, 1999, for certain of the Series
     1999-19 Certificates between GE Capital Mortgage Services, Inc. and
     PaineWebber Incorporated.

4.1  The Pooling and Servicing Agreement for the Series 1999-19 Certificates,
     dated as of August 1, 1999, between GE Capital Mortgage Services, Inc., as
     seller and servicer, and State Street Bank and Trust Company, as trustee.






                                                                       EXECUTION



                       GE CAPITAL MORTGAGE SERVICES, INC.

                            PASS-THROUGH CERTIFICATES
                              (Issuable in Series)

                             UNDERWRITING AGREEMENT


PaineWebber Incorporated                                      New York, New York
1285 Avenue of the Americas                                       April 24, 1995
New York, New York  10019

Ladies and Gentlemen:

     GE Capital Mortgage Services, Inc., a corporation organized and existing
under the laws of the State of New Jersey (the "Company"), may offer for sale to
you (the "Underwriter") from time to time its Pass-Through Certificates
evidencing interests in pools of mortgage loans (the "Certificates"). The
Certificates may be issued in various series, and within each series, in one or
more classes, in one or more offerings on terms determined at the time of sale
(each such series, a "Series" and each such class, a "Class"). Each Series of
the Certificates will be issued under a separate Pooling and Servicing Agreement
(each, a "Pooling and Servicing Agreement") to be dated as of the respective
cut-off date (each, a "Cut-off Date") between the Company, as seller and
servicer, and State Street Bank and Trust Company, as trustee (the "Trustee").
Capitalized terms used but not defined herein shall have the meanings given to
them in the related Pooling and Servicing Agreement.

     The Certificates issued under each Pooling and Servicing Agreement will
represent the entire beneficial ownership interest in a trust fund (the "Trust
Fund") established by such Pooling and Servicing Agreement. The assets of each
Trust Fund will consist primarily of a pool of conventional, fixed rate, first
lien, fully amortizing, one- to four-family residential mortgage loans (the
"Mortgage Loans") having the original terms to maturity specified in the related
Terms Agreement referred to hereinbelow. If so specified in the related Terms
Agreement, one or more elections may be made to treat the assets of each Trust
Fund as a real estate mortgage investment conduit (each, a "REMIC") for federal
income tax purposes.

     Whenever the Company determines to make an offering of Certificates (each,
a "Certificate Offering") pursuant to this Agreement through you, it will enter
into an agreement with you (the "Terms Agreement") providing for the sale of
specified Classes of Offered Certificates (as defined below) to, and the
purchase and public offering thereof by, you. Each such Certificate Offering
which the Company elects to make pursuant to this Agreement shall be governed by
this Agreement, as supplemented by the related Terms Agreement. Each Terms
Agreement, which shall be substantially in the form of Exhibit A hereto, shall
specify, among other things, the Classes of Certificates to be purchased by the
Underwriter (the "Offered Certificates"), the principal balance or balances of
the Offered Certificates, each subject to any stated variance, and the price or
prices at which such Offered Certificates are to be purchased by the Underwriter
from the Company.

          1. Representations and Warranties. (a) The Company represents and
     warrants to and agrees with the Underwriter, as of the date of the related
     Terms Agreement, that:

               (i) The registration statement specified in the related Terms
          Agreement, on Form S-3, including a prospectus, has been filed with
          the Securities and Exchange Commission (the "Commission") for the
          registration under the Securities Act of 1933, as amended (the "Act"),
          of pass-through certificates issuable in series, which registration
          statement has been declared effective by the Commission. Such
          registration statement, as amended to the date of the related Terms
          Agreement, including any documents incorporated by reference therein
          pursuant to Item 12 of Form S-3 under the Act which were filed under
          the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
          on or before the effective date of the Registration Statement, is
          hereinafter called the "Registration Statement," and such prospectus,
          as such prospectus is supplemented by a prospectus supplement relating
          to the Offered Certificates of the related Series, each in the form
          first filed after the date of the related Terms Agreement pursuant to
          Rule 424(b) under the Act, including any documents incorporated by
          reference therein pursuant to Item 12 of Form S-3 under the Act which
          were filed under the Exchange Act on or before the date of such
          Prospectus Supplement (other than any such incorporated documents that
          relate to Collateral Term Sheets (as defined herein)) (such prospectus
          supplement, including such incorporated documents (other than those
          that relate to Collateral Term Sheets), in the form first filed after
          the date of the related Terms Agreement pursuant to Rule 424(b) is
          hereinafter called the "Prospectus Supplement"), is hereinafter called
          the "Prospectus". Any reference herein to the terms "amend,"
          "amendment" or "supplement" with respect to the Registration
          Statement, the Prospectus or the Prospectus Supplement shall be deemed
          to refer to and include the filing of any document under the Exchange
          Act after the effective date of the Registration Statement or the
          issue date of the Prospectus or Prospectus Supplement, as the case may
          be, deemed to be incorporated therein by reference pursuant to Item 12
          of Form S-3 under the Act.

               (ii) The related Registration Statement, at the time it became
          effective, and the prospectus contained therein, and any amendments
          thereof and supplements thereto filed prior to the date of the related
          Terms Agreement, conformed in all material respects to the
          requirements of the Act and the rules and regulations of the
          Commission thereunder; on the date of the related Terms Agreement and
          on each Closing Date (as defined in Section 3 below), the related
          Registration Statement and the related Prospectus, and any amendments
          thereof and supplements thereto, will conform in all material respects
          to the requirements of the Act and the rules and regulations of the
          Commission thereunder; such Registration Statement, at the time it
          became effective, did not contain any untrue statement of a material
          fact or omit to state a material fact required to be stated therein or
          necessary to make the statements therein not misleading; such
          Prospectus, on the date of any filing pursuant to Rule 424(b) and on
          each Closing Date, will not include any untrue statement of a material
          fact or omit to state a material fact necessary to make the statements
          therein, in the light of the circumstances under which they are made,
          not misleading; and the Detailed Description referred to in such
          Prospectus, on each Closing Date and the date of any filing thereof
          under cover of Form 8-K, will not include any untrue statement of a
          material fact or omit to state any information which such Prospectus
          states will be included in such Detailed Description; provided,
          however, that the Company makes no representations or warranties as to
          the information contained in or omitted from (A) such Registration
          Statement or such Prospectus (or any supplement thereto) in reliance
          upon and in conformity with written information furnished to the
          Company by or on behalf of the Underwriter specifically for use in the
          preparation thereof or (B) any Current Report (as defined in Section
          5(b) below), or in any amendment thereof or supplement thereto,
          incorporated by reference in such Registration Statement or such
          Prospectus (or any amendment thereof or supplement thereto).

               (iii) The Certificates of the related Series will conform to the
          description thereof contained in the related Prospectus; will each, if
          rated at the time of issuance in one of the two highest rating
          categories by a nationally recognized statistical rating organization,
          be when issued a "mortgage related security" as such term is defined
          in Section 3(a)(41) of the Exchange Act, and will each on the related
          Closing Date be duly and validly authorized, and, when validly
          executed, countersigned, issued and delivered in accordance with the
          related Pooling and Servicing Agreement and sold to you as provided
          herein and in the related Terms Agreement, will each be validly issued
          and outstanding and entitled to the benefits of the related Pooling
          and Servicing Agreement.

               (iv) Neither the issuance nor sale of the Certificates of the
          related Series nor the consummation of any other of the transactions
          herein contemplated, nor the fulfillment of the terms hereof or of the
          related Terms Agreement, will conflict with any statute, order or
          regulation applicable to the Company of any court, regulatory body,
          administrative agency or governmental body having jurisdiction over
          the Company or with any organizational document of the Company or any
          instrument or any agreement under which the Company is bound or to
          which it is a party.

               (v) This Agreement and the related Terms Agreement have been duly
          authorized, executed and delivered by the Company.

               (vi) At or prior to the related Closing Date, the Company will
          have entered into the related Pooling and Servicing Agreement and,
          assuming the due authorization, execution and delivery thereof by the
          Trustee, such Pooling and Servicing Agreement (on such Closing Date)
          will constitute the valid and binding agreement of the Company
          enforceable in accordance with its terms, subject as to
          enforceability, to bankruptcy, insolvency, reorganization or other
          similar laws affecting creditors' rights and to general principles of
          equity (regardless of whether the enforceability of such Pooling and
          Servicing Agreement is considered in a proceeding in equity or at
          law).

          2. Purchase and Sale. Subject to the execution of the Terms Agreement
     for a particular Certificate Offering and subject to the terms and
     conditions and in reliance upon the representations and warranties set
     forth in this Agreement and such Terms Agreement, the Company agrees to
     sell to the Underwriter, and the Underwriter agrees to purchase from the
     Company, all, but not less than all, of the related Offered Certificates at
     the purchase price therefor set forth in such Terms Agreement (the
     "Purchase Price").

          3. Delivery and Payment. Delivery of and payment for the Offered
     Certificates of a Series shall be made at the offices of Cleary, Gottlieb,
     Steen & Hamilton, New York, New York, at 10:00 A.M., New York City time, on
     the Closing Date specified in the related Terms Agreement, which date and
     time may be postponed by agreement between the Underwriter and the Company
     (such date and time being herein called the "Closing Date"). Delivery of
     such Offered Certificates shall be made to the Underwriter against payment
     by the Underwriter of the Purchase Price thereof to or upon the order of
     the Company by wire transfer in federal or other immediately available
     funds or by check payable in federal funds, as the Company shall specify no
     later than five full business days prior to such Closing Date. Unless
     delivery is made through the facilities of The Depository Trust Company,
     the Offered Certificates shall be registered in such names and in such
     authorized denominations as the Underwriter may request not less than two
     full business days in advance of each Closing Date.

          The Company agrees to notify the Underwriter at least two business
     days before each Closing Date of the exact principal balance evidenced by
     the Offered Certificates and to have such Offered Certificates available
     for inspection, checking and packaging in New York, New York, no later than
     12:00 noon on the business day prior to such Closing Date.

          4. Offering by the Underwriter. It is understood that the Underwriter
     proposes to offer the Offered Certificates of the related Series for sale
     to the public as set forth in the related Prospectus.

          5. Agreements. The Company agrees with the Underwriter that:

               (a) The Company will cause the Prospectus as supplemented by a
          Prospectus Supplement relating to the Offered Certificates to be filed
          pursuant to Rule 424 under the Act and will promptly advise the
          Underwriter when such Prospectus as so supplemented has been so filed,
          and prior to the termination of the Certificate Offering to which such
          Prospectus relates also will promptly advise the Underwriter (i) when
          any amendment to the related Registration Statement specifically
          relating to such Offered Certificates shall have become effective or
          any further supplement to such Prospectus has been filed, (ii) of any
          request by the Commission for any amendment of such Registration
          Statement or Prospectus or for any additional information, (iii) of
          the issuance by the Commission of any stop order suspending the
          effectiveness of such Registration Statement or the institution or
          threatening of any proceeding for that purpose and (iv) of the receipt
          by the Company of any written notification with respect to the
          suspension of the qualification of such Offered Certificates for sale
          in any jurisdiction or the initiation or threatening of any proceeding
          for such purpose. The Company will not file any amendment of the
          related Registration Statement or supplement to the related Prospectus
          (other than any amendment or supplement specifically relating to one
          or more Series of pass-through certificates other than the Series that
          includes the related Offered Certificates) unless the Company has
          furnished the Underwriter with a copy for its review prior to filing.
          The Company will use its best efforts to prevent the issuance of any
          such stop order and, if issued, to obtain as soon as possible the
          withdrawal thereof.

               (b) The Company will cause any Computational Materials and any
          Structural Term Sheets (each as defined in Section 8 below) with
          respect to the Offered Certificates of a Series that are delivered by
          the Underwriter to the Company pursuant to Section 8 to be filed with
          the Commission on a Current Report on Form 8-K (a "Current Report")
          pursuant to Rule 13a-11 under the Exchange Act on the business day
          immediately following the later of (i) the day on which such
          Computational Materials and Structural Term Sheets are delivered to
          counsel for the Company by the Underwriter prior to 10:30 a.m. and
          (ii) the date on which this Agreement is executed and delivered. The
          Company will cause one Collateral Term Sheet (as defined in Section 9
          below) with respect to the Offered Certificates of a Series that is
          delivered by the Underwriter to the Company in accordance with the
          provisions of Section 9 to be filed with the Commission on a Current
          Report pursuant to Rule 13a-11 under the Exchange Act on the business
          day immediately following the day on which such Collateral Term Sheet
          is delivered to counsel for the Company by the Underwriter prior to
          10:30 a.m. In addition, if at any time prior to the availability of
          the related Prospectus Supplement the Underwriter has delivered to any
          prospective investor a Collateral Term Sheet that reflects, in the
          reasonable judgement of the Underwriter and the Company, a material
          change in the characteristics of the Mortgage Loans for the related
          Series from those on which a Collateral Term Sheet with respect to the
          related Series previously filed with the Commission was based, the
          Company will cause any such Collateral Term Sheet that is delivered by
          the Underwriter to the Company in accordance with the provisions of
          Section 9 to be filed with the Commission on a Current Report on the
          business day immediately following the day on which such Collateral
          Term Sheet is delivered to counsel for the Company by the Underwriter
          prior to 10:30 a.m. In each case, the Company will promptly advise the
          Underwriter when such Current Report has been so filed. Each such
          Current Report shall be incorporated by reference in the related
          Prospectus and the related Registration Statement. Notwithstanding the
          five preceding sentences, the Company shall have no obligation to file
          any materials provided by the Underwriter pursuant to Sections 8 and 9
          which, in the reasonable determination of the Company after making
          reasonable efforts to consult with the Underwriter, are not required
          to be filed pursuant to the Kidder Letters or the PSA Letter (each as
          defined in Section 8 below), or which contain erroneous information or
          contain any untrue statement of a material fact or, when read in
          conjunction with the Prospectus and Prospectus Supplement, omit to
          state a material fact required to be stated therein or necessary to
          make the statements therein not misleading; it being understood,
          however, that the Company shall have no obligation to review or pass
          upon the accuracy or adequacy of, or to correct, any Computational
          Materials, Structural Term Sheets or Collateral Term Sheets provided
          by the Underwriter to the Company pursuant to Section 8 or Section 9
          hereof.

               (c) If, at any time when a prospectus relating to the Offered
          Certificates of a Series is required to be delivered under the Act,
          any event occurs as a result of which the related Prospectus as then
          amended or supplemented would include any untrue statement of a
          material fact or omit to state any material fact necessary to make the
          statements therein in light of the circumstances under which they were
          made not misleading, or if it shall be necessary at any time to amend
          or supplement the related Prospectus to comply with the Act or the
          rules thereunder, the Company promptly will prepare and file with the
          Commission, subject to paragraph (a) of this Section 5, an amendment
          or supplement which will correct such statement or omission or an
          amendment which will effect such compliance; provided, however, that
          the Company will not be required to file any such amendment or
          supplement with respect to any Computational Materials, Structural
          Term Sheets or Collateral Term Sheets incorporated by reference in the
          Prospectus other than any amendments or supplements of such
          Computational Materials or Structural Term Sheets that are furnished
          to the Company by the Underwriter pursuant to Section 8(e) hereof or
          any amendments or supplements of such Collateral Term Sheets that are
          furnished to the Company by the Underwriter pursuant to Section 9(d)
          hereof which the Company determines to file in accordance therewith.

               (d) The Company will furnish to the Underwriter and counsel for
          the Underwriter, without charge, as many signed copies of the related
          Registration Statement (including exhibits thereto) and, so long as
          delivery of a prospectus by the Underwriter or dealer may be required
          by the Act, as many copies of the related Prospectus and any
          supplements thereto (other than exhibits to the related Current
          Report) as the Underwriter may reasonably request.

               (e) The Company will furnish such information, execute such
          instruments and take such actions as may be reasonably requested by
          the Underwriter to qualify the Offered Certificates of a Series for
          sale under the laws of such jurisdictions as the Underwriter may
          designate, to maintain such qualifications in effect so long as
          required for the distribution of such Offered Certificates and to
          determine the legality of such Offered Certificates for purchase by
          institutional investors; provided, however, that the Company shall not
          be required to qualify to do business in any jurisdiction where it is
          not qualified on the date of the related Terms Agreement or to take
          any action which would subject it to general or unlimited service of
          process in any jurisdiction in which it is not, on the date of the
          related Terms Agreement, subject to such service of process.

               (f) So long as the Offered Certificates of a Series are
          outstanding, the Company will furnish to the Underwriter copies of the
          annual independent public accountants' servicing report furnished to
          the Trustee pursuant to Section 3.13 of the related Pooling and
          Servicing Agreement.

               (g) Whether or not the transactions contemplated hereby and by
          the related Terms Agreement shall be consummated, the Company shall be
          responsible for the payment of any costs and expenses for which
          details are submitted, in connection with the performance of its
          obligations under this Agreement and the related Terms Agreement,
          including, without limitation, (a) the cost and expenses of printing
          or otherwise reproducing the related Registration Statement or
          Prospectus, this Agreement, the related Terms Agreement, the related
          Pooling and Servicing Agreement and the Offered Certificates, and (b)
          the cost of delivering the related Offered Certificates to the office
          of the Underwriter, insured to the satisfaction of the Underwriter (it
          being understood that, except as provided in this paragraph (f) and in
          Section 7 hereof, the Underwriter will pay all its own costs and
          expenses, including the fees of Brown & Wood, counsel for the
          Underwriter, transfer taxes on resale of any Offered Certificates by
          it, advertising expenses connected with any offers that it may make,
          the fees of KPMG Peat Marwick with respect to its letters furnished
          pursuant to Section 6(i) of the Agreement and any letter furnished
          pursuant to the last sentence of Section 6(h) hereof, the fees of any
          firm of public accountants selected by the Underwriter with respect to
          their letter furnished pursuant to Section 8(c) of the Agreement and
          any other costs and expenses specified in the related Terms Agreement
          as "Additional Expenses").

          6. Conditions to the Obligations of the Underwriter. The obligations
     of the Underwriter to purchase the Offered Certificates of any Series shall
     be subject to the accuracy in all material respects of the representations
     and warranties on the part of the Company contained in this Agreement, as
     supplemented by the related Terms Agreement, as of the respective dates
     thereof and the related Closing Date, to the accuracy of the statements of
     the Company made in any applicable officers' certificates pursuant to the
     provisions hereof, to the performance by the Company of its obligations
     under this Agreement and such Terms Agreement and to the following
     additional conditions applicable to the related Certificate Offering:

               (a) No stop order suspending the effectiveness of the related
          Registration Statement shall have been issued and no proceedings for
          that purpose shall have been instituted or threatened.

               (b) Cleary, Gottlieb, Steen & Hamilton, counsel for the Company,
          shall have furnished to the Underwriter an opinion, dated the related
          Closing Date, to the effect that:

                    (i) this Agreement and the related Terms Agreement have been
               duly authorized, executed and delivered by the Company;

                    (ii) the related Pooling and Servicing Agreement has been
               duly authorized, executed and delivered by the Company and is a
               legal, valid and binding agreement of the Company enforceable
               against the Company in accordance with its terms;

                    (iii) the issuance of the Certificates of the related Series
               and sale of the related Offered Certificates has been duly
               authorized by the Company and the Certificates of such Series,
               when duly countersigned by the Trustee in accordance with the
               related Pooling and Servicing Agreement, will be validly issued
               and outstanding and entitled to the benefits of such Pooling and
               Servicing Agreement;

                    (iv) the related Pooling and Servicing Agreement is not
               required to be qualified under the Trust Indenture Act of 1939,
               as amended, and the trust created thereunder is not required to
               be registered under the Investment Company Act of 1940, as
               amended;

                    (v) the related Registration Statement has become effective
               under the Act, and, to the best of the knowledge of such counsel,
               no stop order suspending the effectiveness of such Registration
               Statement has been issued and no proceedings for that purpose
               have been instituted or are pending or contemplated by the
               Commission under the Act; such Registration Statement and the
               related Prospectus, and each amendment or supplement thereto
               (except the financial statements and schedules and other
               financial and statistical data included therein and the documents
               incorporated by reference therein) applicable to the related
               Offered Certificates and the obligations of the Company relating
               thereto, as of their respective effective or issue dates,
               appeared on their face to be appropriately responsive in all
               material respects to the requirements of the Act and the rules
               and regulations thereunder; and no information has come to the
               attention of such counsel that causes it to believe that (A) such
               Registration Statement (except any document incorporated by
               reference therein), as of the date it became effective, or such
               Registration Statement (except as aforesaid, and except the
               financial statements and schedules and statistical data included
               therein and the documents incorporated by reference therein) as
               of the date the most recent post-effective amendment thereto, if
               any, became effective, contained any untrue statement of a
               material fact or omitted to state any material fact required to
               be stated therein or necessary to make the statements therein not
               misleading or (B) such Prospectus (except any document
               incorporated by reference therein) or any amendment or supplement
               thereto (except as aforesaid, and except the financial statements
               and schedules and statistical data included therein and the
               documents incorporated by reference therein), as of their
               respective issue dates or at the related Closing Date, contained
               or contains any untrue statement of a material fact or omitted or
               omits to state any material fact necessary in order to make the
               statements therein, in light of the circumstances under which
               they were made, not misleading;

                    (vi) the statements set forth under the heading "Description
               of the Certificates" in the related Prospectus, insofar as such
               statements purport to summarize certain provisions of the related
               Pooling and Servicing Agreement and the related Offered
               Certificates, provide a fair summary of such provisions;

                    (vii) the statements in the related Prospectus under the
               headings "Certain Legal Aspects of the Mortgage Loans and
               Contracts -- The Mortgage Loans", "Certain Federal Income Tax
               Consequences" (insofar as they relate specifically to the
               purchase, ownership and disposition of the related Offered
               Certificates) and "ERISA Considerations" (insofar as they relate
               specifically to the purchase, ownership and disposition of such
               Offered Certificates), to the extent that they constitute matters
               of law or legal conclusions, provide a fair summary of such law
               or conclusions;

                    (viii) assuming compliance with the provisions of the
               related Pooling and Servicing Agreement, for federal income tax
               purposes, (A) if any election is made to treat the assets of the
               Trust Fund as a REMIC: the related Trust Fund (and any specified
               subgrouping therein) will qualify as a REMIC pursuant to Section
               860D of the Internal Revenue Code of 1986, as amended (the
               "Code"), each Class of Certificates of the related Series, other
               than the related Residual Class or Classes, will constitute a
               class of "regular interests" in the related REMIC within the
               meaning of the Code, and each Class of such Certificates
               specified in the related Prospectus as a Class of Residual
               Certificates will constitute the "residual interest" in the
               related REMIC within the meaning of the Code; (B) if no such
               REMIC election is made: the Trust Fund will be treated as a
               "grantor trust"; and

                    (ix) assuming that some or all of the Offered Certificates
               of the related Series shall be rated at the time of issuance in
               one of the two highest rating categories by a nationally
               recognized statistical rating organization, each Offered
               Certificate so rated will be at the time of issuance, a "mortgage
               related security" as such term is defined in Section 3(a)(41) of
               the Exchange Act.

          Such opinion may express its reliance as to factual matters on the
          representations and warranties made by, and on certificates or other
          documents furnished by, officers of the parties to this Agreement, the
          related Terms Agreement or the related Pooling and Servicing
          Agreement. Such opinion may assume the due authorization, execution
          and delivery of the instruments and documents referred to therein by
          the parties thereto other than the Company. Such opinion may be
          qualified, insofar as it concerns the enforceability of the documents
          referred to therein, to the extent that such enforceability may be
          limited by bankruptcy, insolvency, reorganization or other similar
          laws affecting the enforcement of creditors' rights in general and by
          general equity principles (regardless of whether such enforcement is
          considered in a proceeding in equity or at law). Such opinion may be
          further qualified as expressing no opinion as to (x) the statements in
          the related Prospectus under the heading "Certain Legal Aspects of the
          Mortgage Loans and Contracts -- The Mortgage Loans" except insofar as
          such statements relate to the laws of the State of New York and the
          laws of the United States, and (y) the statements in such Prospectus
          under the headings "ERISA Considerations" and "Certain Federal Income
          Tax Consequences" except insofar as such statements relate to the laws
          of the United States. In addition, such opinion may be qualified as an
          opinion only on the laws of the State of New York and the laws of the
          United States.

               (c) The General Counsel for the Company shall have furnished to
          the Underwriter an opinion, dated the related Closing Date, to the
          effect that:

                    (i) The Company has been duly incorporated and is validly
               existing as a corporation in good standing under the laws of the
               State of New Jersey, with corporate power to own its properties,
               to conduct its business as described in the related Prospectus
               and to enter into and perform its obligations under this
               Agreement, the related Terms Agreement, the related Pooling and
               Servicing Agreement and the Certificates of the related Series;

                    (ii) The Company has full power and authority to sell and
               service the related Mortgage Loans as contemplated herein and in
               the related Pooling and Servicing Agreement;

                    (iii) No consent, approval, authorization or order of any
               court or governmental agency or body is required for the
               consummation by the Company of the transactions contemplated
               herein or in the related Pooling and Servicing Agreement, except
               such as may be required under the blue sky laws of any
               jurisdiction and such other approvals as have been obtained;

                    (iv) Neither the issuance of the Certificates of the related
               Series nor delivery of the related Offered Certificates, nor the
               consummation of any other of the transactions contemplated in
               this Agreement, the related Terms Agreement or the related
               Pooling and Servicing Agreement, nor the fulfillment of the terms
               of the related Certificates, the related Pooling and Servicing
               Agreement, this Agreement or the related Terms Agreement will
               conflict with or violate any term or provision of the articles of
               incorporation or by-laws of the Company or any statute, order or
               regulation applicable to the Company of any court, regulatory
               body, administrative agency or governmental body having
               jurisdiction over the Company and will not conflict with, result
               in a breach or violation or the acceleration of or constitute a
               default under the terms of any indenture or other agreement or
               instrument known to such counsel to which the Company is a party
               or by which it is bound; and

                    (v) There are no actions, proceedings or investigations
               pending or, to the best knowledge of such counsel, threatened
               before any court, administrative agency or other tribunal (i)
               asserting the invalidity of this Agreement, the related Terms
               Agreement, the related Pooling and Servicing Agreement or the
               related Certificates, (ii) seeking to prevent the issuance of the
               Certificates of the related Series or the consummation by the
               Company of any of the transactions contemplated by this
               Agreement, such Terms Agreement or such Pooling and Servicing
               Agreement, or (iii) which might materially and adversely affect
               the performance by the Company of its obligations under, or the
               validity or enforceability of, this Agreement, such Terms
               Agreement, such Pooling and Servicing Agreement or the related
               Certificates.

          In rendering her opinion such counsel may rely as to matters of fact,
          to the extent deemed proper and as stated therein, on certificates of
          responsible officers of the Company or public officials. In addition,
          such opinion may be qualified as an opinion only on the laws of the
          State of New Jersey.

               (d) The Underwriter shall have received from Brown & Wood,
          counsel for the Underwriter, such opinion or opinions, dated the
          related Closing Date, with respect to the issuance and sale of the
          Certificates of the related Series, the related Registration
          Statement, the related Prospectus and such other related matters as
          the Underwriter may reasonably require, and the Company shall have
          furnished to such counsel such documents as the Underwriter may
          reasonably request for the purpose of enabling them to pass upon such
          matters.

               (e) The Company shall have furnished to the Underwriter a
          certificate of the Company, signed by the President or any Vice
          President and the Senior Vice President-Finance or the principal
          financial or accounting officer of the Company, dated the related
          Closing Date, to the effect that the signers of such certificate have
          carefully examined the related Registration Statement (excluding any
          Current Reports and any other documents incorporated by reference
          therein), the related Prospectus, the Detailed Description referred to
          in such Prospectus (excluding any related Current Report), this
          Agreement and the related Terms Agreement and that:

                    (i) the representations and warranties of the Company in
               this Agreement are true and correct in all material respects on
               and as of the related Closing Date with the same effect as if
               made on such Closing Date, and the Company has complied with all
               the agreements and satisfied all the conditions on its part to be
               performed or satisfied at or prior to such Closing Date;

                    (ii) no stop order suspending the effectiveness of such
               Registration Statement has been issued and no proceedings for
               that purpose have been instituted or, to their knowledge,
               threatened; and

                    (iii) nothing has come to their attention that would lead
               them to believe that such Registration Statement (excluding any
               Current Report) contains any untrue statement of a material fact
               or omits to state any material fact required to be stated therein
               or necessary to make the statements therein not misleading, that
               the related Prospectus (excluding any related Current Report)
               contains any untrue statement of a material fact or omits to
               state a material fact required to be stated therein or necessary
               to make the statements therein, in the light of the circumstances
               under which they were made, not misleading, or that the Detailed
               Description referred to in such Prospectus includes any untrue
               statement of a material fact or omits to state any information
               which the Prospectus states will be included in such Detailed
               Description.

               (f) Peabody & Arnold, counsel for the Trustee, shall have
          furnished to the Underwriter an opinion, dated the related Closing
          Date, to the effect that:

                    (i) the Trustee has been duly incorporated and is validly
               existing as a corporation in good standing under the laws of the
               Commonwealth of Massachusetts with corporate power to own its
               properties and conduct its business as presently conducted by it,
               to conduct business as a trustee and to enter into and perform
               its obligations under the related Pooling and Servicing
               Agreement;

                    (ii) the related Pooling and Servicing Agreement has been
               duly authorized, executed and delivered by the Trustee and
               constitutes the legal, valid and binding agreement of the Trustee
               enforceable against the Trustee in accordance with its terms,
               subject to bankruptcy, insolvency, fraudulent conveyance,
               reorganization or other similar laws affecting the enforcement of
               creditors' rights generally and to judicial discretion, and
               general principles of equity (regardless of whether enforcement
               is sought in a proceeding in equity or at law);

                    (iii) the Trustee has duly accepted its appointment as
               trustee under the related Pooling and Servicing Agreement;

                    (iv) no consent, approval, authorization or order of any
               Massachusetts or federal court or government agency or body is
               required on the part of the Trustee for the consummation of the
               transactions contemplated in the related Pooling and Servicing
               Agreement, except such as may be required under any federal or
               state securities law; and

                    (v) the performance on the part of the Trustee of any of the
               transactions contemplated in the related Pooling and Servicing
               Agreement does not conflict with or result in a breach or
               violation of any term or provision of, or constitute a default
               under, the Articles of Organization, as amended, or By-Laws of
               the Trustee, or any Massachusetts or federal statute or
               regulation applicable to the Trustee, or to such counsel's
               knowledge, any indenture or other agreement or instrument to
               which the Trustee is a party or by which it is bound, or, to such
               counsel's knowledge, any order of any state or federal court,
               regulatory body, administrative agency or governmental body
               having jurisdiction over the Trustee.

               In addition, such counsel shall furnish to the Underwriter such
               opinions as to the treatment of the Trust Fund for purposes of
               Massachusetts tax law as are reasonably satisfactory to the
               Underwriter.

               (g) KPMG Peat Marwick shall have furnished to the Underwriter a
          letter, dated as of the date of the related Terms Agreement, in form
          and substance satisfactory to the Underwriter, stating in effect that
          they have performed certain specified procedures as a result of which
          they have determined that such information as the Underwriter may
          reasonably request of an accounting, financial or statistical nature
          (which is limited to accounting, financial or statistical information
          derived from the general accounting records of the Company) set forth
          in the related Prospectus Supplement under the caption "Delinquency
          and Foreclosure Experience of the Company" agrees with the accounting
          records of the Company, excluding any questions of legal
          interpretation.

               (h) KPMG Peat Marwick shall have furnished to the Underwriter a
          letter, dated as of the related Closing Date, in form and substance
          satisfactory to the Underwriter, stating in effect that they have
          performed certain specified procedures as a result of which they have
          determined that such information as the Underwriter may reasonably
          request of an accounting, financial or statistical nature (which is
          limited to accounting, financial or statistical information derived
          from the general accounting records of the Company and which is
          obtained from an analysis of a sample of the Mortgage Loans included
          in the related pool) set forth in the related Prospectus Supplement
          under the caption "Description of the Mortgage Pool and the Mortgaged
          Properties" or "Description of the Mortgage Pools and the Mortgaged
          Properties", as the case may be, and in the Detailed Description
          relating to such Prospectus Supplement is mutually consistent and
          agrees with the accounting records of the Company and, where
          applicable, the related Mortgage Loan files of the Company, excluding
          any questions of legal interpretation. In addition, if applicable,
          such accountants shall have furnished to the Underwriter a letter,
          dated as of the related Closing Date, which shall include a statement
          or statements to the effect that based upon the assumptions and
          methodology agreed to by the Company (and which is consistent with the
          manner in which any final PAC Balances, TAC Balances, Scheduled
          Balances, Maximum and Minimum Scheduled Balances or any other
          scheduled balances are to be calculated as set forth in the related
          Prospectus), all of which shall be described by reference in such
          letter, such accountants shall have verified the mathematical accuracy
          of any final PAC Balances Table, TAC Balances Table, Scheduled
          Balances Table, Maximum or Minimum Scheduled Balances Table or other
          scheduled balances table attached as an exhibit to the related Pooling
          and Servicing Agreement.

               (i) KPMG Peat Marwick shall have furnished to the Underwriter and
          the Company a letter or letters, dated as of the date of the related
          Terms Agreement, in form and substance satisfactory to the Underwriter
          and the Company, including, without limitation, statements, if
          applicable, to the effect that:

                    (i) based upon the assumptions and methodology set forth in
               the related Prospectus, all of which shall be described by
               reference in such letter, they recomputed the percentages of
               initial principal balance outstanding as of each of the
               Distribution Dates (as defined in such Prospectus) indicated and
               the weighted average lives of each Class of Offered Certificates
               at each of the indicated percentages of the applicable Prepayment
               Assumption, and they compared the recomputed percentages and
               weighted average lives to the corresponding percentages and
               weighted average lives set forth in the related tables and found
               them to be in agreement;

                    (ii) based upon the assumptions and methodology set forth in
               such Prospectus, all of which shall be described by reference in
               such letter, they have verified the mathematical accuracy of any
               Scheduled Final Distribution Dates for the Offered Certificates,
               PAC Balances, TAC Balances, Scheduled Balances, Maximum and
               Minimum Scheduled Balances or any other scheduled balances set
               forth in such Prospectus for each indicated Distribution Date,
               and have verified the mathematical accuracy of any initial
               Effective Ranges of any PAC Certificates, Scheduled Certificates
               or other scheduled Certificates set forth in such Prospectus; and

                    (iii) based upon the assumptions and methodology set forth
               in such Prospectus, all of which shall be described by reference
               in such letter, they have verified the mathematical accuracy of
               the pre-tax yields to maturity and, if applicable, aggregate cash
               flows of any Class of Certificates for which such pre-tax yields
               and, if applicable, aggregate cash flows are set forth in such
               Prospectus at the indicated percentages of the Prepayment
               Assumption and, if applicable, at the indicated values of COFI,
               LIBOR or any other index, as applicable.

               (j) The Offered Certificates of the related Series shall have
          received the ratings specified in the related Terms Agreement (the
          "Required Ratings").

               (k) Prior to the related Closing Date, the Company shall have
          furnished to the Underwriter such further information, certificates
          and documents as the Underwriter may reasonably request.

               (l) If any Certificates of the related Series are to be sold to
          any other underwriter and/or offered in reliance upon an exemption
          from the registration requirements of the Act, the sale at or prior to
          the related Closing Date of such Certificates to the purchaser thereof
          shall have occurred.

               (m) Subsequent to the date of the related Terms Agreement, there
          shall not have been any change, or any development involving a
          prospective change, in or affecting the business or properties of the
          Company which the Underwriter concludes in its judgment, after
          consultation with the Company, materially impairs the investment
          quality of the Offered Certificates of the related Series so as to
          make it impractical or inadvisable to proceed with the public offering
          or the delivery of such Offered Certificates as contemplated by the
          related Prospectus.

          If any of the conditions specified in this Section 6 shall not have
     been fulfilled in all material respects with respect to the particular
     Offered Certificates of a Series when and as provided in this Agreement and
     the related Terms Agreement, or if any of the opinions and certificates
     mentioned above or elsewhere in this Agreement and the related Terms
     Agreement shall not be in all material respects reasonably satisfactory in
     form and substance to the Underwriter and its counsel, this Agreement (with
     respect to the related Offered Certificates) and the related Terms
     Agreement and all obligations of the Underwriter hereunder (with respect to
     the related Offered Certificates) and thereunder may be canceled at, or at
     any time prior to, the related Closing Date by the Underwriter. Notice of
     such cancellation shall be given to the Company in writing, or by telephone
     or telegraph confirmed in writing.

          7. Indemnification and Contribution. (a) The Company agrees to
     indemnify and hold harmless the Underwriter and each person who controls
     the Underwriter within the meaning of the Act or the Exchange Act against
     any and all losses, claims, damages or liabilities, joint or several, to
     which they or any of them may become subject under the Act, the Exchange
     Act, or other Federal or state statutory law or regulation, at common law
     or otherwise, insofar as such losses, claims, damages or liabilities (or
     actions in respect thereof) arise out of or are based upon any untrue
     statement or alleged untrue statement of a material fact contained in the
     Registration Statement relating to the Offered Certificates of the
     applicable Series as it became effective or in any amendment or supplement
     thereof, or in such Registration Statement or the related Prospectus, or in
     any amendment thereof, or in the Detailed Description referred to in such
     Prospectus or arise out of or are based upon the omission or alleged
     omission (in the case of any Computational Materials and ABS Term Sheets in
     respect of which the Company agrees to indemnify the Underwriter, as set
     forth below, when such are read in conjunction with the related Prospectus
     and Prospectus Supplement) to state therein a material fact required to be
     stated therein or necessary to make the statements therein not misleading,
     and agrees to reimburse each such indemnified party for any legal or other
     expenses reasonably incurred by them in connection with investigating or
     defending any such loss, claim, damage, liability or action; provided,
     however, that (i) the Company will not be liable in any such case to the
     extent that any such loss, claim, damage or liability arises out of or is
     based upon any such untrue statement or alleged untrue statement or
     omission or alleged omission made therein (A) in reliance upon and in
     conformity with written information furnished to the Company as herein
     stated by or on behalf of the Underwriter specifically for use in
     connection with the preparation thereof or (B) in any Current Report or any
     amendment or supplement thereof, except to the extent that any untrue
     statement or alleged untrue statement therein or omission therefrom results
     (or is alleged to have resulted) directly from an error (a "Mortgage Pool
     Error") in the information concerning the characteristics of the Mortgage
     Loans furnished by the Company to the Underwriter in writing or by
     electronic transmission that was used in the preparation of either (x) any
     Computational Materials or ABS Term Sheets (as defined in Section 9 below)
     (or amendments or supplements thereof) included in such Current Report (or
     amendment or supplement thereof) or (y) any written or electronic materials
     furnished to prospective investors on which the Computational Materials (or
     amendments or supplements) were based, (ii) such indemnity with respect to
     any Corrected Statement (as defined below) in such Prospectus (or
     supplement thereto) shall not inure to the benefit of the Underwriter (or
     any person controlling the Underwriter) from whom the person asserting any
     loss, claim, damage or liability purchased the Certificates of the related
     Series that are the subject thereof if such person did not receive a copy
     of a supplement to such Prospectus at or prior to the confirmation of the
     sale of such Certificates and the untrue statement or omission of a
     material fact contained in such Prospectus (or supplement thereto) was
     corrected (a "Corrected Statement") in such other supplement and such
     supplement was furnished by the Company to the Underwriter prior to the
     delivery of such confirmation, and (iii) such indemnity with respect to any
     Mortgage Pool Error shall not inure to the benefit of the Underwriter (or
     any person controlling the Underwriter) from whom the person asserting any
     loss, claim, damage or liability received any Computational Materials or
     ABS Term Sheets (or any written or electronic materials on which the
     Computational Materials are based) that were prepared on the basis of such
     Mortgage Pool Error, if, prior to the time of confirmation of the sale of
     the applicable Certificates to such person, the Company notified the
     Underwriter in writing of the Mortgage Pool Error or provided in written or
     electronic form information superseding or correcting such Mortgage Pool
     Error (in any such case, a "Corrected Mortgage Pool Error"), and the
     Underwriter failed to notify such person thereof or to deliver to such
     person corrected Computational Materials (or underlying written or
     electronic materials) or ABS Term Sheets. This indemnity agreement will be
     in addition to any liability which the Company may otherwise have.

               (b) The Underwriter agrees to indemnify and hold harmless the
          Company, each of its directors, each of its officers who signs the
          Registration Statement relating to the Offered Certificates of the
          applicable Series, and each person who controls the Company within the
          meaning of the Act or the Exchange Act to the same extent as the
          foregoing indemnities from the Company to the Underwriter, but only
          with reference to (A) written information furnished to the Company by
          or on behalf of the Underwriter specifically for use in the
          preparation of the documents referred to in the foregoing indemnity
          with respect to the related Series, or (B) any Computational Materials
          or ABS Term Sheets (or amendments or supplements thereof) furnished to
          the Company by the Underwriter pursuant to Section 8 and incorporated
          by reference in such Registration Statement or the related Prospectus
          or any amendment or supplement thereof (except that no such indemnity
          shall be available for any losses, claims, damages or liabilities, or
          actions in respect thereof, resulting from any Mortgage Pool Error,
          other than a Corrected Mortgage Pool Error). This indemnity agreement
          will be in addition to any liability which the Underwriter may
          otherwise have. The Company acknowledges that the statements set forth
          in the second sentence of the ante-penultimate paragraph, the first
          sentence of the penultimate paragraph, and in the last paragraph
          appearing on the cover page of the related Prospectus Supplement as
          such statements relate to such Offered Certificates and the second
          sentence of the first paragraph under the heading "Plan of
          Distribution" in such Prospectus Supplement as such statements relate
          to such Offered Certificates constitute the only information furnished
          in writing by or on behalf of the Underwriter for inclusion in the
          related Prospectus (other than any Computational Materials or ABS Term
          Sheets (or amendments or supplements thereof) furnished to the Company
          by the Underwriter), and the Underwriter confirms that such statements
          are correct.

               (c) Promptly after receipt by an indemnified party under Section
          7 of notice of the commencement of any action, such indemnified party
          will, if a claim in respect thereof is to be made against the
          indemnifying party under this Section 7, notify the indemnifying party
          in writing of the commencement thereof; but the omission so to notify
          the indemnifying party will not relieve it from any liability which it
          may have to any indemnified party otherwise than under this Section 7.
          In case any such action is brought against any indemnified party, and
          it notifies the indemnifying party of the commencement thereof, the
          indemnifying party will be entitled to participate therein, and to the
          extent that it may elect by written notice delivered to the
          indemnified party promptly after receiving the aforesaid notice from
          such indemnified party, to assume the defense thereof, with counsel
          satisfactory to such indemnified party; provided, however, that if the
          defendants in any such action include both the indemnified party and
          the indemnifying party and the indemnified party shall have reasonably
          concluded that there may be legal defenses available to it and/or
          other indemnified parties which are different from or additional to
          those available to the indemnifying party, the indemnified party or
          parties shall have the right to select separate counsel to assert such
          legal defenses and to otherwise participate in the defense of such
          action on behalf of such indemnified party or parties. Upon receipt of
          notice from the indemnifying party to such indemnified party of its
          election so to assume the defense of such action and approval by the
          indemnified party of counsel, the indemnifying party will not be
          liable to such indemnified party under this Section 7 for any legal or
          other expenses subsequently incurred by such indemnified party in
          connection with the defense thereof unless (i) the indemnified party
          shall have employed separate counsel in connection with the assertion
          of legal defenses in accordance with the proviso to the next preceding
          sentence (it being understood, however, that the indemnifying party
          shall not be liable for the expenses of more than one separate counsel
          approved by the indemnified party in the case of subparagraph (a) or
          (b), representing the indemnified parties under subparagraph (a) or
          (b), who are parties to such action), (ii) the indemnifying party
          shall not have employed counsel satisfactory to the indemnified party
          to represent the indemnified party within a reasonable time after
          notice of commencement of the action or (iii) the indemnifying party
          has authorized the employment of counsel for the indemnified party at
          the expense of the indemnifying party; and except that, if clause (i)
          or (iii) is applicable, such liability shall be only in respect of the
          counsel referred to in such clause (i) or (iii).

               (d) If the indemnification provided for in paragraph (a) or (b)
          of this Section 7 is due in accordance with its terms but is for any
          reason held by a court to be unavailable from the Company or the
          Underwriter, on grounds of policy or otherwise, or if the indemnified
          party failed to give notice under paragraph (c) of this Section 7 in
          respect of a claim otherwise subject to indemnification in accordance
          with paragraph (a) or (b) of this Section 7, the Company and the
          Underwriter shall contribute to the aggregate losses, claims, damages
          and liabilities (including legal and other expenses reasonably
          incurred in connection with investigating or defending same) to which
          the Company and the Underwriter may be subject, as follows:

                    (i) in the case of any losses, claims, damages and
               liabilities (or actions in respect thereof) which do not arise
               out of or are not based upon any untrue statement or omission of
               a material fact in any Computational Materials or ABS Term Sheets
               (or any amendments or supplements thereof), in such proportion so
               that the Underwriter is responsible for that portion represented
               by the difference between the proceeds to the Company in respect
               of the Offered Certificates appearing on the cover page of the
               Prospectus Supplement for the related Series and the total
               proceeds received by the Underwriter from the sale of such
               Offered Certificates (the "Underwriting Discount"), and the
               Company is responsible for the balance; provided, however, that
               in no case shall the Underwriter be responsible under this
               subparagraph (i) for any amount in excess of such Underwriting
               Discount applicable to the Offered Certificates purchased by the
               Underwriter pursuant to this Agreement and the related Terms
               Agreement; and

                    (ii) in the case of any losses, claims, damages and
               liabilities (or actions in respect thereof) which arise out of or
               are based upon any untrue statement or omission of a material
               fact in any Computational Materials or ABS Term Sheets (or any
               amendments or supplements thereof) or in any written or
               electronic materials on which the Computational Materials are
               based, in such proportion as is appropriate to reflect the
               relative fault of the Company on the one hand and the Underwriter
               on the other in connection with the statements or omissions which
               resulted in such losses, claims, damages or liabilities (or
               actions in respect thereof) as well as any other relevant
               equitable considerations. The relative fault shall be determined
               by reference to, among other things, whether the untrue or
               alleged untrue statement of a material fact or the omission or
               alleged omission to state a material fact in such Computational
               Materials or ABS Term Sheets (or any amendments or supplements
               thereof or such written or electronic materials) results from
               information prepared by the Company on the one hand or the
               Underwriter on the other and the parties' relative intent,
               knowledge, access to information and opportunity to correct or
               prevent such statement or omission.

          Notwithstanding anything to the contrary in this Section 7(d), no
          person guilty of fraudulent misrepresentation (within the meaning of
          Section 11(f) of the Act) shall be entitled to contribution from any
          person who was not guilty of such fraudulent misrepresentation. For
          purposes of this Section 7, each person who controls the Underwriter
          within the meaning of either the Act or the Exchange Act shall have
          the same rights to contribution as the Underwriter, and each person
          who controls the Company within the meaning of either the Act or the
          Exchange Act, each officer of the Company who shall have signed the
          Registration Statement and each director of the Company shall have the
          same rights to contribution as the Company, subject in each case to
          the immediately preceding sentence of this paragraph (d).

          8. Computational Materials and Structural Term Sheets. (a) Not later
     than 10:30 a.m., New York time, on the business day before the date on
     which the Current Report relating to the Offered Certificates of a Series
     is required to be filed by the Company with the Commission pursuant to
     Section 5(b) hereof, the Underwriter shall deliver to the Company five
     complete copies of all materials provided by the Underwriter to prospective
     investors in such Offered Certificates which constitute (i) "Computational
     Materials" within the meaning of the no-action letter dated May 20, 1994
     issued by the Division of Corporation Finance of the Commission to Kidder,
     Peabody Acceptance Corporation I, Kidder, Peabody & Co. Incorporated, and
     Kidder Structured Asset Corporation and the no-action letter dated May 27,
     1994 issued by the Division of Corporation Finance of the Commission to the
     Public Securities Association (together, the "Kidder Letters"), the filing
     of which material is a condition of the relief granted in such letter (such
     materials being the "Computational Materials"), and (ii) "Structural Term
     Sheets" within the meaning of the no-action letter dated February 17, 1995
     issued by the Division of Corporation Finance of the Commission to the
     Public Securities Association (the "PSA Letter"), the filing of which
     material is a condition of the relief granted in such letter (such
     materials being the "Structural Term Sheets"). Each delivery of
     Computational Materials and Structural Term Sheets to the Company pursuant
     to this paragraph (a) shall be effected by delivering four copies of such
     materials to counsel for the Company on behalf of the Company at the
     address specified in Section 3 hereof and one copy of such materials to the
     Company.

               (b) The Underwriter represents and warrants to and agrees with
          the Company, as of the date of the related Terms Agreement and as of
          the Closing Date, that:

                    (i) the Computational Materials furnished to the Company
               pursuant to Section 8(a) constitute (either in original,
               aggregated or consolidated form) all of the materials furnished
               to prospective investors by the Underwriter prior to the time of
               delivery thereof to the Company that are required to be filed
               with the Commission with respect to the related Offered
               Certificates in accordance with the Kidder Letters, and such
               Computational Materials comply with the requirements of the
               Kidder Letters;

                    (ii) the Structural Term Sheets furnished to the Company
               pursuant to Section 8(a) constitute all of the materials
               furnished to prospective investors by the Underwriter prior to
               the time of delivery thereof to the Company that are required to
               be filed with the Commission as "Structural Term Sheets" with
               respect to the related Offered Certificates in accordance with
               the PSA Letter, and such Structural Term Sheets comply with the
               requirements of the PSA Letter;

                    (iii) on the date any such Computational Materials or
               Structural Term Sheets with respect to such Offered Certificates
               (or any written or electronic materials furnished to prospective
               investors on which the Computational Materials are based) were
               last furnished to each prospective investor and on the date of
               delivery thereof to the Company pursuant to Section 8(a) and on
               the related Closing Date, such Computational Materials (or such
               other materials) or Structural Term Sheets did not and will not
               include any untrue statement of a material fact or, when read in
               conjunction with the related Prospectus and Prospectus
               Supplement, omit to state a material fact required to be stated
               therein or necessary to make the statements therein not
               misleading;

                    (iv) the Underwriter has not represented to any prospective
               investor that any Computational Materials or Structural Term
               Sheets with respect to any Series were prepared or disseminated
               on behalf of the Company, and, except as otherwise disclosed by
               the Underwriter to the Company in writing prior to the date
               hereof, all Computational Materials and Structural Term Sheets
               furnished to prospective investors (and all written and
               electronic materials furnished to prospective investors on which
               the Computational Materials are based) included a disclaimer to
               the effect set forth in Section 8(d); and

                    (v) at the time any Computational Materials (or any written
               or electronic materials furnished to prospective investors on
               which the Computational Materials are based) with respect to such
               Offered Certificates were furnished to a prospective investor and
               on the date of the related Terms Agreement, the Underwriter
               possessed, and on the date of delivery of such materials to the
               Company pursuant to this Section 8 and on the related Closing
               Date, the Underwriter will possess, the capability, knowledge,
               expertise, resources and systems of internal control necessary to
               ensure that such Computational Materials conform to the
               representations and warranties of the Underwriter contained in
               subparagraphs (i) and (iii) above of this paragraph (b).

          Notwithstanding the foregoing, the Underwriter makes no representation
          or warranty as to whether any Computational Materials or Structural
          Term Sheets (or any written or electronic materials on which the
          Computational Materials are based) included or will include any untrue
          statement resulting directly from any Mortgage Pool Error (except any
          Corrected Mortgage Pool Error, with respect to materials prepared
          after the receipt by the Underwriter from the Company of notice of
          such Corrected Mortgage Pool Error or materials superseding or
          correcting such Corrected Mortgage Pool Error).

               (c) The Underwriter shall cause a firm of public accountants to
          furnish to the Company a letter, dated as of the date on which the
          Underwriter delivers any Computational Materials (which term shall be
          deemed to include, for purposes of this paragraph (c), calculated
          statistical information delivered to prospective investors in the form
          of a Structural Term Sheet) to the Company pursuant to Section 8(a),
          in form and substance satisfactory to the Company, stating in effect
          that they have verified the mathematical accuracy of any calculations
          performed by the Underwriter and set forth in such Computational
          Materials.

               (d) The Underwriter acknowledges and agrees that the Company has
          not authorized and will not authorize the distribution of any
          Computational Materials (or any written or electronic materials on
          which the Computational Materials are based) or Structural Term Sheets
          to any prospective investor, and agrees that any Computational
          Materials or Structural Term Sheets with respect to any Series of
          Certificates furnished to prospective investors from and after the
          date hereof shall include a disclaimer in form satisfactory to the
          Company to the effect that such materials have been prepared and
          disseminated solely by and on behalf of the Underwriter, and that the
          Company has not reviewed or participated in the preparation or
          dissemination of such materials and is not responsible for the
          contents or accuracy thereof. The Underwriter agrees that it will not
          represent to prospective investors that any Computational Materials or
          Structural Term Sheets were prepared or disseminated on behalf of the
          Company.

               (e) If, at any time when a prospectus relating to the Offered
          Certificates of a Series is required to be delivered under the Act, it
          shall be necessary to amend or supplement the related Prospectus as a
          result of an untrue statement of a material fact contained in any
          Computational Materials or Structural Term Sheets provided by the
          Underwriter pursuant to this Section 8 or the omission to state
          therein a material fact required, when considered in conjunction with
          the related Prospectus and Prospectus Supplement, to be stated therein
          or necessary to make the statements therein, when read in conjunction
          with the related Prospectus and Prospectus Supplement, not misleading,
          or if it shall be necessary to amend or supplement any Current Report
          relating to any Computational Materials or Structural Term Sheets to
          comply with the Act or the rules thereunder, the Underwriter promptly
          will prepare and furnish to the Company for filing with the Commission
          an amendment or supplement which will correct such statement or
          omission or an amendment which will effect such compliance. The
          Underwriter represents and warrants to the Company, as of the date of
          delivery of such amendment or supplement to the Company, that such
          amendment or supplement will not include any untrue statement of a
          material fact or, when read in conjunction with the related Prospectus
          and Prospectus Supplement, omit to state a material fact required to
          be stated therein or necessary to make the statements therein not
          misleading. The Company shall have no obligation to file such
          amendment or supplement if the Company determines that (i) such
          amendment or supplement contains any untrue statement of a material
          fact or, when read in conjunction with the related Prospectus and
          Prospectus Supplement, omits to state a material fact required to be
          stated therein or necessary to make the statements therein not
          misleading; it being understood, however, that the Company shall have
          no obligation to review or pass upon the accuracy or adequacy of, or
          to correct, any such amendment or supplement provided by the
          Underwriter to the Company pursuant to this paragraph (e) or (ii) such
          filing is not required under the Act.

          9. Collateral Term Sheets. (a) Prior to the delivery of any
     "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of
     which material is a condition of the relief granted in such letter (such
     material being the "Collateral Term Sheets"), to a prospective investor in
     any Offered Certificates, the Underwriter shall, in order to facilitate the
     timely filing of such material with the Commission, notify the Company and
     its counsel by telephone of its intention to deliver such materials and the
     approximate date on which the first such delivery of such materials is
     expected to occur. Not later than 10:30 a.m., New York time, on the
     business day immediately following the date on which any Collateral Term
     Sheet was first delivered to a prospective investor in such Offered
     Certificates, the Underwriter shall deliver to the Company five complete
     copies of all materials provided by the Underwriter to prospective
     investors in such Offered Certificates which constitute "Collateral Term
     Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant
     to this paragraph (a) shall be effected by delivering four copies of such
     materials to counsel for the Company on behalf of the Company at the
     address specified in Section 3 hereof and one copy of such materials to the
     Company. (Collateral Term Sheets and Structural Term Sheets are, together,
     referred to herein as "ABS Term Sheets.") At the time of each such
     delivery, the Underwriter shall indicate in writing that the materials
     being delivered constitute Collateral Term Sheets, and, if there has been
     any prior such delivery with respect to the related Series, shall indicate
     whether such materials differ in any material respect from any Collateral
     Term Sheets previously delivered to the Company with respect to such Series
     pursuant to this Section 9(a) as a result of the occurrence of a material
     change in the characteristics of the related Mortgage Loans.

               (b) The Underwriter represents and warrants to and agrees with
          the Company as of the date of the related Terms Agreement and as of
          the Closing Date, that:

                    (i) The Collateral Term Sheets furnished to the Company
               pursuant to Section 9(a) constitute all of the materials
               furnished to prospective investors by the Underwriter prior to
               time of delivery thereof to the Company that are required to be
               filed with the Commission as "Collateral Term Sheets" with
               respect to the related Offered Certificates in accordance with
               the PSA Letter, and such Collateral Term Sheets comply with the
               requirements of the PSA Letter;

                    (ii) On the date any such Collateral Term Sheets with
               respect to such Offered Certificates were last furnished to each
               prospective investor and on the date of delivery thereof to the
               Company pursuant to Section 9(a) and on the related Closing Date,
               such Collateral Term Sheets did not and will not include any
               untrue statement of a material fact or, when read in conjunction
               with the Prospectus and Prospectus Supplement, omit to state a
               material fact required to be stated therein or necessary to make
               the statements therein not misleading; and

                    (iii) the Underwriter has not represented to any prospective
               investor that any Collateral Term Sheets with respect to any
               Series were prepared or disseminated on behalf of the Company,
               and, except as otherwise disclosed by the Underwriter to the
               Company in writing prior to the date hereof, all Collateral Term
               Sheets previously furnished to prospective investors included a
               disclaimer to the effect set forth in Section 8(d).

          Notwithstanding the foregoing, the Underwriter makes no representation
          or warranty as to whether any Collateral Term Sheet included or will
          include any untrue statement or material omission resulting directly
          from any Mortgage Pool Error (except any Corrected Mortgage Pool
          Error, with respect to materials prepared after the receipt by the
          Underwriter from the Company of notice of such Corrected Mortgage Pool
          Error or materials superseding or correcting such Corrected Mortgage
          Pool Error).

               (c) The Underwriter acknowledges and agrees that any Collateral
          Term Sheets with respect to any Series of Certificates furnished to
          prospective investors from and after the date hereof shall include a
          disclaimer in form satisfactory to the Company to the effect set forth
          in Section 8(d) hereof, and to the effect that the information
          contained in such materials supersedes the information contained in
          any prior Collateral Term Sheet with respect to such Series of Offered
          Certificates and will be superseded by the description of the related
          Mortgage Loans in the related Prospectus Supplement and in the
          Detailed Description relating to such Prospectus Supplement to be
          filed under cover of Form 8-K. The Underwriter agrees that it will not
          represent to prosective investors that any Collateral Term Sheets were
          prepared or disseminated on behalf of the Company.

               (d) If, at any time when a prospectus relating to the Offered
          Certificates of a Series is required to be delivered under the Act, it
          shall be necessary to amend or supplement the related Prospectus as a
          result of an untrue statement of a material fact contained in any
          Collateral Term Sheets provided by the Underwriter pursuant to this
          Section 9 or the omission to state therein a material fact required,
          when considered in conjunction with the related Prospectus and
          Prospectus Supplement, to be stated therein or necessary to make the
          statements therein, when read in conjunction with the related
          Prospectus and Prospectus Supplement, not misleading, or if it shall
          be necessary to amend or supplement any Current Report relating to any
          Collateral Term Sheets to comply with the Act or the rules thereunder,
          the Underwriter promptly will prepare and furnish to the Company for
          filing with the Commission an amendment or supplement which will
          correct such statement or omission or an amendment which will effect
          such compliance. The Underwriter represents and warrants to the
          Company, as of the date of delivery of such amendment or supplement to
          the Company, that such amendment or supplement will not include any
          untrue statement of a material fact or, when read in conjunction with
          the related Prospectus and Prospectus Supplement, omit to state a
          material fact required to be stated therein or necessary to make the
          statements therein not misleading. The Company shall have no
          obligation to file such amendment or supplement if the Company
          determines that (i) such amendment or supplement contains any untrue
          statement of a material fact or, when read in conjunction with the
          related Prospectus and Prospectus Supplement, omits to state a
          material fact required to be stated therein or necessary to make the
          statements therein not misleading; it being understood, however, that
          the Company shall have no obligation to review or pass upon the
          accuracy or adequacy of, or to correct, any such amendment or
          supplement provided by the Underwriter to the Company pursuant to this
          paragraph (d) or (ii) such filing is not required under the Act.

          10. Termination. This Agreement (with respect to a particular
     Certificate Offering) and the related Terms Agreement shall be subject to
     termination in the absolute discretion of the Underwriter, by notice given
     to the Company prior to delivery of and payment for the related Offered
     Certificates, if prior to the related Closing Date (i) trading in
     securities generally on the New York Stock Exchange shall have been
     suspended or materially limited, (ii) a general moratorium on commercial
     banking activities in New York shall have been declared by either federal
     or New York State authorities, or (iii) there shall have occurred any
     outbreak or material escalation of hostilities or other calamity or crisis
     the effect of which on the financial markets of the United States is such
     as to make it, in the reasonable judgment of the Underwriter, impracticable
     to market such Offered Certificates.

          11. Representations and Indemnities to Survive Delivery. The
     agreements, representations, warranties, indemnities and other statements
     of the Company or its officers and of the Underwriter set forth in or made
     pursuant to this Agreement and the related Terms Agreement will remain in
     full force and effect, regardless of any investigation made by or on behalf
     of the Underwriter or the Company or any of the officers, directors or
     controlling persons referred to in Section 7 hereof, and will survive
     delivery of and payment for the related Offered Certificates. The
     provisions of Section 7 hereof shall survive the termination or
     cancellation of this Agreement and the related Terms Agreement.

          12. Successors. This Agreement and the related Terms Agreement will
     inure to the benefit of and be binding upon the parties hereto and thereto
     and their respective successors and the officers, directors and controlling
     persons referred to in Section 7 hereof, and their successors and assigns,
     and no other person will have any right or obligation hereunder or
     thereunder. No purchaser of any Offered Certificate from the Underwriter
     shall be deemed a successor or assign by reason of such purchase.

          13. APPLICABLE LAW. THIS AGREEMENT AND THE RELATED TERMS AGREEMENT
     WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
     STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
     THEREIN.

          14. Miscellaneous. This Agreement, as supplemented by the related
     Terms Agreement, supersedes all prior and contemporaneous agreements and
     understandings relating to the subject matter hereof. This Agreement and
     the related Terms Agreement or any term of each may not be changed, waived,
     discharged or terminated except by an affirmative written agreement made by
     the party against whom enforcement of the change, waiver, discharge or
     termination is sought. The headings in this Agreement and the related Terms
     Agreement are for purposes of reference only and shall not limit or
     otherwise affect the meaning hereof or thereof.

          15. Notices. All communications hereunder will be in writing and
     effective only on receipt, and, if sent to the Underwriter, will be
     delivered to it at the address first above written; or if sent to the
     Company, will be delivered to GE Capital Mortgage Services, Inc., Three
     Executive Campus, Post Office Box 5260, Cherry Hill, New Jersey 08002,
     Attention: General Counsel.

<PAGE>

     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the undersigned a counterpart hereof, whereupon this
letter and your acceptance shall represent a binding agreement between the
Company and the Underwriter.

                                        Very truly yours,

                                        GE CAPITAL MORTGAGE SERVICES, INC.



                                        By: ____________________________
                                             Name:
                                             Title:


The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.

PAINEWEBBER INCORPORATED


By: _____________________________
    Name:
    Title:
<PAGE>
                                                                       EXHIBIT A

                       GE CAPITAL MORTGAGE SERVICES, INC.

                   REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
                                 SERIES ____-__

                                 TERMS AGREEMENT
                           (to Underwriting Agreement,
                              dated April 24, 1995
                    between the Company and the Underwriter)


GE Capital Mortgage Services, Inc.                            New York, New York
Three Executive Campus                                                    [Date]
Cherry Hill, NJ 08034

     PaineWebber Incorporated (the "Underwriter") agrees, subject to the terms
and provisions herein and of the captioned Underwriting Agreement (the
"Underwriting Agreement"), to purchase such Classes of Series ____-__
Certificates specified in Section 2(a) hereof (the "Offered Certificates"). This
letter supplements and modifies the Underwriting Agreement solely as it relates
to the purchase and sale of the Offered Certificates described below. The Series
____-__ Certificates are registered with the Securities and Exchange Commission
by means of an effective Registration Statement (No. 33-___). Capitalized terms
used and not defined herein have the meanings given them in the Underwriting
Agreement.

     Section 1. The Mortgage Pool: The Series ____-__ Certificates shall
evidence the entire beneficial ownership interest in a mortgage pool (the
"Mortgage Pool") of conventional, fixed rate, fully amortizing one- to
four-family residential mortgage loans (the "Mortgage Loans") having the
following characteristics as of ________ __, ____ (the "Cut-off Date"):

          (a) Aggregate Principal Amount of the Mortgage Pool: $[ ] aggregate
     principal balance as of the Cutoff Date, subject to [an upward or downward
     variance of up to [ ]%, the precise aggregate principal balance to be
     determined by the Company][a permitted variance such that the aggregate
     Scheduled Principal Balance thereof will be not less than $[ ] or greater
     than $[ ]].

          (b) Original Terms to Maturity: The original term to maturity of each
     Mortgage Loan included in the Mortgage Pool shall be between ___ and ___
     years.

     Section 2. The Certificates: The Offered Certificates shall be issued as
follows:

          (a) Classes: The Offered Certificates shall be issued with the
     following Class designations, interest rates and principal balances,
     subject in the aggregate to the variance referred to in Section 1(a)[and,
     as to any particular Class, to an upward or downward variance of up to [
     ]%]:


Class          Principal      Interest        Class Purchase
                Balance         Rate         Price Percentage



          (b) The Offered Certificates shall have such other characteristics as
     described in the related Prospectus.

     Section 3. Purchase Price: The Purchase Price for each Class of the Offered
Certificates shall be the Class Purchase Price Percentage therefor (as set forth
in Section 2(a) above) of the initial Class Certificates Principal Balance
thereof plus accrued interest at the rate of [ ]% per annum from and including
the Cut-off Date up to, but not including, _________ __, ____ (the "Closing
Date").

     Section 4. Required Ratings: The Offered Certificates shall have received
Required Ratings of at least [ ] from [ ].

     Section 5. Tax Treatment: [One or more elections will be made to treat the
assets of the Trust Fund as a REMIC.] [The Trust Fund will be treated as a
"grantor trust" for federal income tax purposes.]

     [Section 6. Additional Expenses:]*





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

     * to be inserted if applicable.

<PAGE>

     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the undersigned a counterpart hereof, whereupon this
letter and your acceptance shall represent a binding agreement between the
Underwriter and the Company.

                                        Very truly yours,

                                        PAINEWEBBER INCORPORATED



                                        By:  ____________________________
                                             Name:
                                             Title:



The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.


GE CAPITAL MORTGAGE SERVICES, INC.



By:  ____________________________
     Name:
     Title:


<PAGE>

                                                                       Execution




                       GE CAPITAL MORTGAGE SERVICES, INC.

                   REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
                                 SERIES 1999-19

                                 TERMS AGREEMENT
                           (to Underwriting Agreement,
                              dated April 24, 1995,
                    between the Company and the Underwriter)



GE Capital Mortgage Services, Inc.                     New York, New York
Three Executive Campus                                    August 19, 1999
Cherry Hill, NJ  08002

     PaineWebber Incorporated (the "Underwriter") agrees, subject to the terms
and provisions herein and of the captioned Underwriting Agreement (the
"Underwriting Agreement"), to purchase the Classes of Series 1999-19
Certificates specified in Section 2(a) hereof (the "Offered Certificates"). This
Terms Agreement supplements and modifies the Underwriting Agreement solely as it
relates to the purchase and sale of the Offered Certificates described below.
The Series 1999-19 Certificates are registered with the Securities and Exchange
Commission by means of an effective Registration Statement (Nos. 333-68951 and
333-68951-01). Capitalized terms used and not defined herein have the meanings
given them in the Underwriting Agreement.

     Section 1. The Mortgage Pool: The Series 1999-19 Certificates shall
evidence the entire beneficial ownership interest in a mortgage pool (the
"Mortgage Pool") of conventional, fixed-rate, first-lien, fully-amortizing, one-
to four-family residential mortgage loans (the "Mortgage Loans") having the
following characteristics as of August 1, 1999 (the "Cut-off Date"):

     (a) Aggregate Principal Amount of the Mortgage Pool: $151,405,228.60
aggregate principal balance as of the Cut-off Date, subject to a permitted
variance such that the aggregate original Certificate Principal Balance will be
not less than $142,500,000 or greater than $157,500,000.

     (b) Original Terms to Maturity: The original term to maturity of
substantially all of the Mortgage Loans included in the Mortgage Pool shall be
between 10 and 15 years.

Section 2. The Certificates: The Offered Certificates shall be issued as
follows:

     (a) Classes: The Offered Certificates shall be issued with the following
Class designations, interest rates and principal balances, subject in the
aggregate to the variance referred to in Section 1(a):

                                                                 Class
            Principal                 Interest               Purchase Price
Class        Balance                    Rate                   Percentage
- -----        -------                    ----                   ----------

Class A     $147,370,00.00              6.50%                 95.2812500%
Class M       1,211,000.00              6.50%                 91.5113720
Class B1        454,000.00              6.50%                 90.5195550
Class B2        454,000.00              6.50%                 85.9797110
Class R             100.00              6.50%                 95.2812500

     (b) The Offered Certificates shall have such other characteristics as
described in the related Prospectus.

     Section 3. Purchase Price: The Purchase Price for each Class of the Offered
Certificates shall be the Class Purchase Price Percentage therefor (as set forth
in Section 2(a) above) of the initial Class Certificate Principal Balance
thereof plus accrued interest at the initial interest rate per annum from and
including the Cut-off Date up to, but not including, August 26, 1999 (the
"Closing Date").

     Section 4. Required Ratings: The Class A and Class R Certificates shall
have received Required Ratings of at least "AAA" from each of Fitch IBCA, Inc.
("Fitch") and Standard and Poor's Rating Services, a division of The McGraw-Hill
Companies, Inc. ("S&P"). The Class M, Class B1 and Class B2 Certificates shall
have received Required Ratings of "AA," "A" and "BBB," respectively, from Fitch.

     Section 5. Tax Treatment: One or more elections will be made to treat the
assets of the Trust Fund as a REMIC.



<PAGE>

     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the undersigned a counterpart hereof, whereupon this
letter and your acceptance shall represent a binding agreement between the
Underwriter and the Company.

                         Very truly yours,

                         PAINEWEBBER INCORPORATED



                         By: _____________________
                              Name:
                              Title:


The foregoing Agreement is hereby confirmed and accepted as of the date hereof.

GE CAPITAL MORTGAGE SERVICES, INC.



By: ________________________
     Name:
     Title:



<PAGE>



                                                                      Execution







================================================================================







                       GE CAPITAL MORTGAGE SERVICES, INC.,

                               Seller and Servicer


                                       and



                      STATE STREET BANK AND TRUST COMPANY,

                                     Trustee


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



                         POOLING AND SERVICING AGREEMENT

                           Dated as of August 1, 1999


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


                       GE Capital Mortgage Services, Inc.,

                                  1999-19 Trust






================================================================================


<PAGE>



                                Table of Contents
<TABLE>
<CAPTION>
<S>                                                                                                    <C>
                                                                                                       Page
                                                                                                       ----



                                   ARTICLE I
                                   DEFINITIONS
Section 1.01. Definitions................................................................................1


                                   ARTICLE II
         CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01. Conveyance of Mortgage Loans..............................................................33
Section 2.02. Acceptance by Trustee.....................................................................37
Section 2.03. Representations and Warranties of the Company; Mortgage Loan Repurchase...................38
Section 2.04. Execution of Certificates.................................................................43
Section 2.05. Designations under the REMIC Provisions...................................................43


                                   ARTICLE III
                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01. Company to Act as Servicer................................................................44
Section 3.02. Collection of Certain Mortgage Loan Payments; Mortgage Loan Payment Record;
                 Certificate Account....................................................................47
Section 3.03. Collection of Taxes, Assessments and Other Items..........................................50
Section 3.04. Permitted Debits to the Mortgage Loan Payment Record......................................50
Section 3.05. Maintenance of the Primary Insurance Policies.............................................51
Section 3.06. Maintenance of Hazard Insurance...........................................................52
Section 3.07. Assumption and Modification Agreements....................................................53
Section 3.08. Realization Upon Defaulted Mortgage Loans.................................................53
Section 3.09. Trustee to Cooperate; Release of Mortgage Files...........................................56
Section 3.10. Servicing Compensation; Payment of Certain Expenses by the Company........................57
Section 3.11. Reports to the Trustee....................................................................57
Section 3.12. Annual Statement as to Compliance.........................................................57
Section 3.13. Annual Independent Public Accountants' Servicing Report...................................58
Section 3.14. Access to Certain Documentation and Information Regarding the Mortgage Loans..............58
Section 3.15. Maintenance of Certain Servicing Policies.................................................58
Section 3.16. Optional Purchase of Defaulted Mortgage Loans.............................................59


                                   ARTICLE IV
                             PAYMENTS AND STATEMENTS

Section 4.01. Distributions.............................................................................59
Section 4.02. Method of Distribution....................................................................63
Section 4.03. Allocation of Losses......................................................................64
Section 4.04. Monthly Advances; Purchases of Defaulted Mortgage Loans...................................66
Section 4.05. Statements to Certificateholders..........................................................67
Section 4.06. Servicer's Certificate....................................................................69
Section 4.07. Reports of Foreclosures and Abandonments of Mortgaged Property............................69
Section 4.08. Reduction of Servicing Fees by Compensating Interest Payments.............................69
Section 4.09. Surety Bond...............................................................................69
Section 4.10. Distributions to Holders of Designated Retail Certificates................................69


                                    ARTICLE V
                                THE CERTIFICATES

Section 5.01. The Certificates..........................................................................74
Section 5.02. Registration of Transfer and Exchange of Certificates.....................................76
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.........................................81
Section 5.04. Persons Deemed Owners.....................................................................81
Section 5.05. Access to List of Certificateholders' Names and Addresses.................................81
Section 5.06. Representation of Certain Certificateholders..............................................82
Section 5.07. Determination of COFI.....................................................................82
Section 5.08. Determination of LIBOR....................................................................83


                                   ARTICLE VI
                                   THE COMPANY

Section 6.01. Liability of the Company..................................................................84
Section 6.02. Merger or Consolidation of, or Assumption of the Obligations of, the Company..............84
Section 6.03. Assignment................................................................................84
Section 6.04. Limitation on Liability of the Company and Others.........................................85
Section 6.05. The Company Not to Resign.................................................................85


                                   ARTICLE VII
                                     DEFAULT

Section 7.01. Events of Default.........................................................................86
Section 7.02. Trustee to Act; Appointment of Successor..................................................87
Section 7.03. Notification to Certificateholders........................................................88


                                  ARTICLE VIII
                                   THE TRUSTEE

Section 8.01. Duties of Trustee.........................................................................88
Section 8.02. Certain Matters Affecting the Trustee.....................................................89
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.....................................90
Section 8.04. Trustee May Own Certificates..............................................................90
Section 8.05. The Company to Pay Trustee's Fees and Expenses............................................91
Section 8.06. Eligibility Requirements for Trustee......................................................91
Section 8.07. Resignation or Removal of Trustee.........................................................91
Section 8.08. Successor Trustee.........................................................................92
Section 8.09. Merger or Consolidation of Trustee........................................................92
Section 8.10. Appointment of Co-Trustee or Separate Trustee.............................................93
Section 8.11. Compliance with REMIC Provisions; Tax Returns.............................................94


                                   ARTICLE IX
                                   TERMINATION

Section 9.01. Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans...........94
Section 9.02. Additional Termination Requirements.......................................................95


                                    ARTICLE X
                            MISCELLANEOUS PROVISIONS

Section 10.01. Amendment................................................................................96
Section 10.02. Recordation of Agreement.................................................................97
Section 10.03. Limitation on Rights of Certificateholders...............................................97
Section 10.04. Governing Law............................................................................98
Section 10.05. Notices..................................................................................98
Section 10.06. Notices to the Rating Agencies...........................................................98
Section 10.07. Severability of Provisions...............................................................99
Section 10.08. Certificates Nonassessable and Fully Paid................................................99
</TABLE>


<PAGE>


Exhibits
- --------

EXHIBIT A         Forms of Certificates
EXHIBIT B         Principal Balance Schedules
EXHIBIT C         Mortgage Loans (including list of Cooperative Loans)
EXHIBIT D         Form of Servicer's Certificate
EXHIBIT E         Form of Transfer Certificate as to ERISA Matters for
                           Definitive ERISA-Restricted Certificates
EXHIBIT F         Form of Residual Certificate Transferee Affidavit
EXHIBIT G         Form of Residual Certificate Transferor Letter
EXHIBIT H         Additional Servicer Compensation
EXHIBIT I         Form of Investment Letter for Definitive Restricted
                           Certificates
EXHIBIT J         Form of Distribution Date Statement
EXHIBIT K         Form of Special Servicing and Collateral Fund Agreement
EXHIBIT L         Form of Lost Note Affidavit and Agreement
EXHIBIT M         Schedule of Designated Loans
EXHIBIT N                  Schedule of Pledged Asset Mortgage Loans
EXHIBIT O                  Senior Principal Priorities



<PAGE>




     THIS POOLING AND SERVICING AGREEMENT, dated as of August 1, 1999, between
GE CAPITAL MORTGAGE SERVICES, INC., a corporation organized and existing under
the laws of the State of New Jersey, and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts banking corporation, as Trustee.

                          W I T N E S S E T H   T H A T :
                          - - - - - - - - - -   - - - -

     In consideration of the mutual agreements herein contained, GE Capital
Mortgage Services, Inc. and State Street Bank and Trust Company agree as
follows:

                                    ARTICLE I

                                   DEFINITIONS

     Section 1.01. Definitions. Whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires, shall have the
following meanings:

                  Accretion Directed Certificate:  None.

                  Accretion Directed Component:  None.

                  Accretion Termination Date:  None.

                  Accrual Amount: As to any Class of Accrual Certificates and
         any Accrual Component and each Distribution Date through the related
         Accretion Termination Date, the sum of (x) any amount of Accrued
         Certificate Interest allocable to such Class or Component pursuant to
         Section 4.01(a)(i) on such Distribution Date and (y) any amount of
         Unpaid Class Interest Shortfall allocable to such Class or Component
         pursuant to Section 4.01(a)(ii) on such Distribution Date, to the
         extent that such amounts are distributed to any Accretion Directed
         Certificates and any Accretion Directed Components pursuant to Section
         4.01(e). As to any Class of Accrual Certificates and any Accrual
         Component and each Distribution Date after the related Accretion
         Termination Date, zero.

                  Accrual Certificates:  None.

                  Accrual Component:  None.

                  Accrued Certificate Interest: As to any Distribution Date and
         any Class of Certificates (other than any Class of Principal Only
         Certificates and any Class of Certificates consisting of Specified
         Components), interest accrued during the related Interest Accrual
         Period at the applicable Certificate Interest Rate on the Class
         Certificate Principal Balance (or, in the case of any Class of Notional
         Certificates other than the Class S Certificates, on the aggregate
         Notional Principal Balance) thereof immediately prior to (or, in the
         case of the Class S Certificates, on the aggregate Notional Principal
         Balance thereof with respect to) such Distribution Date, calculated on
         the basis of a 360-day year consisting of twelve 30-day months. As to
         any Distribution Date and any Specified Component (other than any
         Principal Only Component), interest accrued during the related Interest
         Accrual Period at the applicable Component Interest Rate on the
         Component Principal Balance (or Notional Component Principal Balance)
         thereof immediately prior to such Distribution Date, calculated on the
         basis of a 360-day year consisting of twelve 30-day months. As to any
         Distribution Date and any Class of Certificates consisting of Specified
         Components, the aggregate of Accrued Certificate Interest on such
         Specified Components for such Distribution Date.

                  Accrued Certificate Interest on each Class of Certificates
         (other than any Class of Principal Only Certificates and any Class of
         Certificates consisting of Specified Components) and any Specified
         Component (other than any Principal Only Component) shall be reduced by
         such Class's or Specified Component's share of the amount of any Net
         Interest Shortfall and Interest Losses for such Distribution Date. Any
         Net Interest Shortfall and Interest Losses shall be allocated among (x)
         the Classes of Certificates (other than any Class of Principal Only
         Certificates and any Class of Certificates consisting of Specified
         Components) and (y) the Specified Components (other than any Principal
         Only Component) of any Component Certificate in proportion to the
         respective amounts of Accrued Certificate Interest that would have
         resulted absent such shortfall or losses.

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

                  Agreement: This Pooling and Servicing Agreement and all
         amendments hereof and supplements hereto.

                  Allocable Share: (a) As to any Distribution Date and amounts
         distributable pursuant to clauses (i) and (iii) of the definition of
         Junior Optimal Principal Amount, and as to each Class of Junior
         Certificates, the fraction, expressed as a percentage, the numerator of
         which is the Class Certificate Principal Balance of such Class and the
         denominator of which is the aggregate Class Certificate Principal
         Balance of the Junior Certificates.

                  (b) As to any Distribution Date and amounts distributable
         pursuant to clauses (ii), (iv) and (v) of the definition of Junior
         Optimal Principal Amount, and as to the Class M Certificates and each
         Class of Class B Certificates for which the related Prepayment
         Distribution Trigger has been satisfied on such Distribution Date, the
         fraction, expressed as a percentage, the numerator of which is the
         Class Certificate Principal Balance of such Class and the denominator
         of which is the aggregate Class Certificate Principal Balance of all
         such Classes. As to any Distribution Date and each Class of Class B
         Certificates for which the related Prepayment Distribution Trigger has
         not been satisfied on such Distribution Date, 0%.

                  Amortization Payment: As to any REO Mortgage Loan and any
         month, the payment of principal and accrued interest due in such month
         in accordance with the terms of the related Mortgage Note as
         contemplated by Section 3.08(b).

                  Amount Held for Future Distribution: As to each Distribution
         Date, the total of all amounts credited to the Mortgage Loan Payment
         Record as of the preceding Determination Date on account of (i)
         Principal Prepayments, Insurance Proceeds and Liquidation Proceeds
         received subsequent to the preceding Prepayment Period applicable to
         such receipts, and (ii) monthly payments of principal and interest due
         subsequent to the preceding Due Date.

                  Anniversary Determination Date: The Determination Date
         occurring in September of each year that the Certificates are
         outstanding, commencing in September 2000.

                  Assignment of Proprietary Lease: With respect to a Cooperative
         Loan, the assignment of the related Proprietary Lease from the
         Mortgagor to the originator of the Cooperative Loan.

                  Assumed Monthly Payment Reduction: As of any Anniversary
         Determination Date and as to any Non-Primary Residence Loan remaining
         in the Mortgage Pool whose original principal balance was 80% or
         greater of the Original Value thereof, the excess of (i) the Monthly
         Payment thereof calculated on the assumption that the Mortgage Rate
         thereon was equal to the weighted average (by principal balance) of the
         Net Mortgage Rates of all Outstanding Mortgage Loans (the "Weighted
         Average Rate") as of such Anniversary Determination Date over (ii) the
         Monthly Payment thereof calculated on the assumption that the Net
         Mortgage Rate thereon was equal to the Weighted Average Rate less 1.25%
         per annum.

                  Available Funds: As to each Distribution Date, an amount equal
         to the sum of (i) all amounts credited to the Mortgage Loan Payment
         Record pursuant to Section 3.02 as of the preceding Determination Date,
         (ii) any Monthly Advance and any Compensating Interest Payment for such
         Distribution Date, (iii) the Purchase Price of any Defective Mortgage
         Loans and Defaulted Mortgage Loans deposited in the Certificate Account
         on the Business Day preceding such Distribution Date (including any
         amounts deposited in the Certificate Account in connection with any
         substitution of a Mortgage Loan as specified in Section 2.03(b)), and
         (iv) the purchase price of any defaulted Mortgage Loan purchased under
         an agreement entered into pursuant to Section 3.08(e) as of the end of
         the preceding Prepayment Period less the sum of (x) the Amount Held for
         Future Distribution, (y) the amount of any Unanticipated Recovery
         credited to the Mortgage Loan Payment Record pursuant to clause (vi) of
         Section 3.02(b), and (z) amounts permitted to be debited from the
         Mortgage Loan Payment Record pursuant to clauses (i) through (vii) and
         (ix) of Section 3.04.

                  Bankruptcy Coverage Termination Date: The Distribution Date
         upon which the Bankruptcy Loss Amount has been reduced to zero or a
         negative number (or the Cross-Over Date, if earlier).

                  Bankruptcy Loss Amount: As of any Determination Date prior to
         the first Anniversary Determination Date, the Bankruptcy Loss Amount
         shall equal $100,000, as reduced by the aggregate amount of Deficient
         Valuations and Debt Service Reductions since the Cut-off Date. As of
         any Determination Date after the first Anniversary Determination Date,
         other than an Anniversary Determination Date, the Bankruptcy Loss
         Amount shall equal the Bankruptcy Loss Amount on the immediately
         preceding Anniversary Determination Date as reduced by the aggregate
         amount of Deficient Valuations and Debt Service Reductions since such
         preceding Anniversary Determination Date. As of any Anniversary
         Determination Date, the Bankruptcy Loss Amount shall equal the lesser
         of (x) the Bankruptcy Loss Amount as of the preceding Determination
         Date as reduced by any Deficient Valuations and Debt Service Reductions
         for the preceding Distribution Date, and (y) the greater of (i) the
         Fitch Formula Amount for such Anniversary Determination Date and (ii)
         the Formula Amount for such Anniversary Determination Date.

                  The Bankruptcy Loss Amount may be further reduced by the
         Company (including accelerating the manner in which such coverage is
         reduced) provided that prior to any such reduction, the Company shall
         obtain written confirmation from each Rating Agency that such reduction
         shall not adversely affect the then-current rating assigned to the
         related Classes of Certificates by such Rating Agency and shall provide
         a copy of such written confirmation to the Trustee.

                  BBA:  The British Bankers' Association.

                  BIF: The Bank Insurance Fund of the FDIC, or its successor in
         interest.

                  Book-Entry Certificate: Any Certificate registered in the name
         of the Depository or its nominee, ownership of which is reflected on
         the books of the Depository or on the books of a person maintaining an
         account with such Depository (directly or as an indirect participant in
         accordance with the rules of such Depository). As of the Closing Date,
         each Class of Certificates, other than the Class B3, Class B4, Class
         B5, Class R, Class PO and Class S Certificates, constitutes a Class of
         Book-Entry Certificates.

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

                  Business Day: Any day other than a Saturday or a Sunday, or a
         day on which banking institutions in New York City or the city in which
         the Corporate Trust Office is located are authorized or obligated by
         law or executive order to be closed.

                  Buydown Funds: Funds contributed by the Mortgagor or another
         source in order to reduce the interest payments required from the
         Mortgagor for a specified period in specified amounts.

                  Buydown Mortgage Loan: Any Mortgage Loan as to which the
         Mortgagor pays less than the full monthly payment specified in the
         Mortgage Note during the Buydown Period and the difference between the
         amount paid by the Mortgagor and the amount specified in the Mortgage
         Note is paid from the related Buydown Funds.

                  Buydown Period: The period during which Buydown Funds are
         required to be applied to the related Buydown Mortgage Loan.

                  Certificate: Any one of the certificates signed and
         countersigned by the Trustee in substantially the forms attached hereto
         as Exhibit A.

                  Certificate Account: The trust account or accounts created and
         maintained with the Trustee pursuant to Section 3.02 and which must be
         an Eligible Account.

                  Certificate Interest Rate: With respect to any Class of
         Certificates, other than the Class S Certificates or any LIBOR
         Certificates, and as of any Distribution Date, the per annum rate
         specified or described in Section 5.01(b). With respect to any Class of
         LIBOR Certificates, the per annum variable rate at any time at which
         interest accrues on the Certificates of such Class, as determined
         pursuant to Section 5.01(f). With respect to the Class S Certificates
         and any Distribution Date, the Strip Rate for such Distribution Date.

                  Certificate Owner: With respect to any Book-Entry Certificate,
         the person who is the beneficial owner thereof.

                  Certificate Principal Balance: As to any Certificate other
         than a Notional Certificate, and as of any Distribution Date, the
         Initial Certificate Principal Balance of such Certificate (plus, in the
         case of any Accrual Certificate, its Percentage Interest of any related
         Accrual Amount for each previous Distribution Date) less the sum of (i)
         all amounts distributed with respect to such Certificate in reduction
         of the Certificate Principal Balance thereof on previous Distribution
         Dates pursuant to Section 4.01, (ii) any Realized Losses allocated to
         such Certificate on previous Distribution Dates pursuant to Section
         4.03(b) and (c), and (iii) in the case of a Subordinate Certificate,
         such Certificate's Percentage Interest of the Subordinate Certificate
         Writedown Amount allocated to such Certificate on previous Distribution
         Dates. The Notional Certificates are issued without Certificate
         Principal Balances.

                  Certificate Register and Certificate Registrar: The register
         maintained and the registrar appointed pursuant to Section 5.02.

                  Certificateholder or Holder: The person in whose name a
         Certificate is registered in the Certificate Register, except that,
         solely for the purposes of giving any consent pursuant to this
         Agreement, a Certificate of any Class to the extent that the Company or
         any affiliate is the Certificate Owner or Holder thereof (except to the
         extent the Company or any affiliate thereof shall be the Certificate
         Owner or Holder of all Certificates of such Class), shall be deemed not
         to be outstanding and the Percentage Interest (or Voting Rights)
         evidenced thereby shall not be taken into account in determining
         whether the requisite amount of Percentage Interests (or Voting Rights)
         necessary to effect any such consent has been obtained; provided,
         however, that in determining whether the Trustee shall be protected in
         relying on such consent only the Certificates that the Trustee knows to
         be so held shall be so disregarded.

                  Class:  All Certificates bearing the same class designation.

                  Class B Certificate: Any Class B1, Class B2, Class B3, Class
         B4 or Class B5 Certificate.

                  Class Certificate Principal Balance: As to any Class of
         Certificates, other than any Class of Notional Certificates, and as of
         any date of determination, the aggregate of the Certificate Principal
         Balances of all Certificates of such Class. The Class Certificate
         Principal Balance of each such Class of Certificates as of the Closing
         Date is specified in Section 5.01(b).

                  Class Interest Shortfall: As to any Distribution Date and any
         Class of Certificates (other than any Class of Principal Only
         Certificates or any Class consisting of Specified Components) or any
         Specified Component, any amount by which the amount distributed to
         Holders of such Class of Certificates or in respect of such Specified
         Component (or added to the Class Certificate Principal Balance of any
         Class of Accrual Certificates or to the Component Principal Balance of
         any Accrual Component constituting a Specified Component) on such
         Distribution Date pursuant to Sections 4.01(a)(i), (a)(v), (a)(viii),
         (a)(xi), (a)(xiv), (a)(xvii) or (a)(xx), as applicable), is less than
         the Accrued Certificate Interest thereon or in respect thereof for such
         Distribution Date. As to any Distribution Date and any Class of
         Certificates consisting of Specified Components, the sum of the Class
         Interest Shortfalls for such Components on such date.

                  Class PO Deferred Amount: As to any Distribution Date on or
         prior to the Cross-Over Date, the aggregate of the applicable PO
         Percentage of the principal portion of each Realized Loss, other than
         any Excess Loss, to be allocated to the Class PO Certificates on such
         Distribution Date or previously allocated to the Class PO Certificates
         and not yet paid to the Holders of the Class PO Certificates pursuant
         to Section 4.01(a)(iv).

                  Class PO Principal Distribution Amount: As to any Distribution
         Date, an amount equal to the sum of the applicable PO Percentage of:

                  (i) the principal portion of each Monthly Payment due on the
         related Due Date on each Outstanding Mortgage Loan as of such Due Date
         as specified in the amortization schedule at the time applicable
         thereto (after adjustments for previous Principal Prepayments and the
         principal portion of Debt Service Reductions subsequent to the
         Bankruptcy Coverage Termination Date but before any adjustment to such
         amortization schedule by reason of any bankruptcy (except as aforesaid)
         or similar proceeding or any moratorium or similar waiver or grace
         period);

                  (ii) all principal prepayments in part received during the
         related Prepayment Period, together with the Scheduled Principal
         Balance (as reduced by any Deficient Valuation occurring on or prior to
         the Bankruptcy Coverage Termination Date) of each Mortgage Loan which
         was the subject of a Voluntary Principal Prepayment in full during the
         related Prepayment Period;

                  (iii) the sum of (A) all Net Liquidation Proceeds allocable to
         principal received in respect of each Mortgage Loan that became a
         Liquidated Mortgage Loan during the related Prepayment Period (other
         than Mortgage Loans described in clause (B)) and (B) the principal
         balance of each Mortgage Loan purchased by an insurer from the Trustee
         pursuant to the related Primary Insurance Policy, in each case during
         the related Prepayment Period;

                  (iv) the Scheduled Principal Balance (as reduced by any
         Deficient Valuation occurring on or prior to the Bankruptcy Coverage
         Termination Date) of each Mortgage Loan which was purchased on such
         Distribution Date pursuant to Section 2.02, 2.03(a) or 3.16; and

                  (v) the Substitution Amount for any Mortgage Loan substituted
         during the month of such Distribution Date; for purposes of this clause
         (v), the definition of "Substitution Amount" shall be modified to
         reduce the Scheduled Principal Balance of the Mortgage Loan that is
         substituted for by any Deficient Valuation occurring on or prior to the
         Bankruptcy Coverage Termination Date.

                  For purposes of clause (ii) above, a Voluntary Principal
         Prepayment in full with respect to a Mortgage Loan serviced by a
         Primary Servicer shall be deemed to have been received when the
         Company, as servicer, receives notice thereof.

                  Closing Date:  August 26, 1999.

                  Code: The Internal Revenue Code of 1986, as it may be amended
         from time to time, any successor statutes thereto, and applicable U.S.
         Department of the Treasury temporary or final regulations promulgated
         thereunder.

                  COFI: The monthly weighted average cost of funds for savings
         institutions the home offices of which are located in Arizona,
         California, or Nevada that are member institutions of the Eleventh
         Federal Home Loan Bank District, as computed from statistics tabulated
         and published by the Federal Home Loan Bank of San Francisco in its
         monthly Information Bulletin.

                  COFI Certificates:  None.

                  COFI Determination Date: As to each Interest Accrual Period
         for any COFI Certificates, the last Business Day of the calendar month
         preceding the commencement of such Interest Accrual Period.

                  Company: GE Capital Mortgage Services, Inc., a corporation
         organized and existing under the laws of the State of New Jersey, or
         its successor in interest or, if any successor servicer is appointed as
         herein provided, then such successor servicer.

                  Compensating Interest Payment: With respect to any
         Distribution Date, an amount equal to the aggregate of the Interest
         Shortfalls described in clauses (a) and (b) of the definition thereof
         with respect to such Distribution Date; provided, however, that such
         amount shall not exceed the lesser of (i) an amount equal to the
         product of (x) the Pool Scheduled Principal Balance with respect to
         such Distribution Date and (y) one-twelfth of 0.125%, and (ii) the
         aggregate of the Servicing Fees that the Company would be entitled to
         retain on such Distribution Date (less any portion thereof paid as
         servicing compensation to any Primary Servicer) without giving effect
         to any Compensating Interest Payment.

                  Component: Any of the components of a Class of Component
         Certificates having the designations and the initial Component
         Principal Balances as follows:

                                                 Initial Component
                        Designation              Principal Balance
                        -----------              -----------------

                            N/A                         N/A


                  Component Certificate:  None.

                  Component Interest Rate:  None.

                  Component Principal Balance: As of any Distribution Date, and
         with respect to any Component, other than any Notional Component, the
         initial Component Principal Balance thereof (as set forth, as
         applicable, in the definition of Component) (plus, in the case of any
         Accrual Component, any related Accrual Amount for each previous
         Distribution Date) less the sum of (x) all amounts distributed in
         reduction thereof on previous Distribution Dates pursuant to Section
         4.01 and (y) the amount of all Realized Losses allocated thereto
         pursuant to Section 4.03(d).

                  Confirmatory Mortgage Note: With respect to any Mortgage Loan,
         a note or other evidence of indebtedness executed by the Mortgagor
         confirming its obligation under the note or other evidence of
         indebtedness previously executed by the Mortgagor upon the origination
         of the related Mortgage Loan.

                  Cooperative: A private, cooperative housing corporation
         organized in accordance with applicable state laws which owns or leases
         land and all or part of a building or buildings located in the relevant
         state, including apartments, spaces used for commercial purposes and
         common areas therein and whose board of directors authorizes, among
         other things, the sale of Cooperative Stock.

                  Cooperative Apartment: A dwelling unit in a multi-dwelling
         building owned or leased by a Cooperative, which unit the Mortgagor has
         an exclusive right to occupy pursuant to the terms of one or more
         Proprietary Leases.

                  Cooperative Loans: Any of the Mortgage Loans made in respect
         of a Cooperative Apartment, evidenced by a Mortgage Note and secured by
         (i) a Security Agreement, (ii) the related Cooperative Stock
         Certificate(s), (iii) an assignment of the Proprietary Lease(s), (iv)
         financing statements and (v) a stock power (or other similar
         instrument), and in addition thereto, a recognition agreement between
         the Cooperative and the originator of the Cooperative Loan, each of
         which was transferred and assigned to the Trustee pursuant to Section
         2.01 and are from time to time held as part of the Trust Fund. The
         Mortgage Loans identified as such in Exhibit C hereto are Cooperative
         Loans.

                  Cooperative Stock: With respect to a Cooperative Loan, the
         single outstanding class of stock, partnership interest or other
         ownership instrument in the related Cooperative.

                  Cooperative Stock Certificate: With respect to a Cooperative
         Loan, the stock certificate(s) or other instrument evidencing the
         related Cooperative Stock.

                  Corporate Trust Office: The principal office of the Trustee at
         which at any particular time its corporate trust business shall be
         administered, which office at the date of the execution of this
         instrument is located at 225 Franklin Street, Boston, Massachusetts
         02110, Attention: Corporate Trust Department.

                  Cross-Over Date: The first Distribution Date on which the
         aggregate Class Certificate Principal Balance of the Junior
         Certificates has been reduced to zero (giving effect to all
         distributions on such Distribution Date).

                  Cut-off Date:  August 1, 1999.

                  Debt Service Reduction: As to any Mortgage Loan and any
         Determination Date, the excess of (a) the then current Monthly Payment
         for such Mortgage Loan over (b) the amount of the monthly payment of
         principal and interest required to be paid by the Mortgagor as
         established by a court of competent jurisdiction as a result of a
         proceeding initiated by or against the related Mortgagor under the
         Bankruptcy Code, as amended from time to time (11 U.S.C.).

                  Deceased Holder: With respect to a Holder of any Designated
         Retail Certificate, as defined in Section 4.10(b).

                  Defaulted Mortgage Loan: With respect to any Determination
         Date, a Mortgage Loan as to which the related Mortgagor has failed to
         make unexcused payment in full of a total of three or more consecutive
         installments of principal and interest, and as to which such delinquent
         installments have not been paid, as of the close of business on the
         last Business Day of the month next preceding the month of such
         Determination Date.

                  Defective Mortgage Loan: Any Mortgage Loan which is required
         to be purchased by the Company (or which the Company may replace with a
         substitute Mortgage Loan) pursuant to Section 2.02 or 2.03(a).

                  Deficient Valuation: As to any Mortgage Loan and any
         Determination Date, the excess of (a) the then outstanding indebtedness
         under such Mortgage Loan over (b) the valuation by a court of competent
         jurisdiction of the related Mortgaged Property as a result of a
         proceeding initiated by or against the related Mortgagor under the
         Bankruptcy Code, as amended from time to time (11 U.S.C.), pursuant to
         which such Mortgagor retained such Mortgaged Property.

                  Definitive Certificate: Any Certificate, other than a
         Book-Entry Certificate, issued in definitive, fully registered form.

                  Definitive Restricted Junior Certificate: Any Restricted
         Junior Certificate that is in the form of a Definitive Certificate.

                  Depository: The initial Depository shall be The Depository
         Trust Company, the nominee of which is CEDE & Co. The Depository shall
         at all times be a "clearing corporation" as defined in Section
         8-102(a)(5) of the Uniform Commercial Code of the State of New York, as
         amended, or any successor provisions thereto.

                  Depository Participant: A broker, dealer, bank or other
         financial institution or other Person for which, from time to time, the
         Depository effects book-entry transfers and pledges of securities
         deposited with such Depository.

                  Designated Loan Closing Documents: With respect to any
         Designated Loan, a Lost Note Affidavit substantially in the form of
         Exhibit L, and an assignment of the related Mortgage to the Trustee in
         recordable form (except for the omission therein of recording
         information concerning such Mortgage).

                  Designated Loans: The Mortgage Loans listed in Exhibit M
         hereto.

                  Designated Maturity:  Fifteen years.

                  Designated Rate:  6.50% per annum.

                  Designated Retail Certificate:  None.

                  Designated Telerate Page: The Dow Jones Telerate Service page
         3750 (or such other page as may replace page 3750 on that service or
         such other service as may be nominated by the BBA for the purpose of
         displaying the Interest Settlement Rates).

                  Determination Date: With respect to any Distribution Date, the
         fifth Business Day prior thereto.

                  Discount Mortgage Loan: Any Mortgage Loan with a Net Mortgage
         Rate less than the Designated Rate.

                  Disqualified Organization: Any of the following: (i) the
         United States, any State or political subdivision thereof, or any
         agency or instrumentality of any of the foregoing (including but not
         limited to state pension organizations); (ii) a foreign government,
         International Organization or any agency or instrumentality of either
         of the foregoing; (iii) an organization (except certain farmers'
         cooperatives described in Code section 521) which is exempt from tax
         imposed by Chapter 1 of the Code (including the tax imposed by section
         511 of the Code on unrelated business taxable income); and (iv) a rural
         electric and telephone cooperative described in Code section
         1381(a)(2)(C). The terms "United States," "State" and "International
         Organization" shall have the meanings set forth in Code section 7701 or
         successor provisions. A corporation will not be treated as an
         instrumentality of the United States or of any State or political
         subdivision thereof for these purposes if all of its activities are
         subject to tax and a majority of its board of directors is not selected
         by such governmental unit.

                  Distribution Date: The 25th day of each calendar month after
         the month of initial issuance of the Certificates, or, if such 25th day
         is not a Business Day, the next succeeding Business Day.

                  Distribution Date Statement: The statement referred to in
         Section 4.05(a).

                  Document File:  As defined in Section 2.01.

                  Due Date: The first day of the month of the related
         Distribution Date.

                  Eligible Account: An account that is either (i) maintained
         with a depository institution the debt obligations of which have been
         rated by each Rating Agency in one of its two highest long-term rating
         categories and has been assigned by S&P its highest short-term rating,
         (ii) an account or accounts the deposits in which are fully insured by
         either the BIF or the SAIF, (iii) an account or accounts, in a
         depository institution in which such accounts are insured by the BIF or
         the SAIF (to the limits established by the FDIC), the uninsured
         deposits in which accounts are either invested in Permitted Investments
         or are otherwise secured to the extent required by the Rating Agencies
         such that, as evidenced by an Opinion of Counsel delivered to the
         Trustee, the Certificateholders have a claim with respect to the funds
         in such account or a perfected first security interest against any
         collateral (which shall be limited to Permitted Investments) securing
         such funds that is superior to claims of any other depositors or
         creditors of the depository institution with which such account is
         maintained, (iv) a trust account maintained with the corporate trust
         department of a federal or state chartered depository institution or of
         a trust company with trust powers and acting in its fiduciary capacity
         for the benefit of the Trustee hereunder or (v) such account as will
         not cause either Rating Agency to downgrade or withdraw its
         then-current rating assigned to the Certificates, as evidenced in
         writing by the Rating Agencies.

                  ERISA: The Employee Retirement Income Security Act of 1974, as
         amended.

                  ERISA-Restricted Certificate:  Any Junior Certificate.

                  Event of Default:  An event described in Section 7.01.

                  Excess Bankruptcy Loss: Any Deficient Valuation or Debt
         Service Reduction, or portion thereof, (i) occurring after the
         Bankruptcy Coverage Termination Date or (ii) if on such date, in excess
         of the then-applicable Bankruptcy Loss Amount.

                  Excess Fraud Loss: Any Fraud Loss, or portion thereof, (i)
         occurring after the Fraud Coverage Termination Date or (ii) if on such
         date, in excess of the then-applicable Fraud Loss Amount.

                  Excess Loss: Any Excess Bankruptcy Loss, Excess Fraud Loss or
         Excess Special Hazard Loss.

                  Excess Special Hazard Loss: Any Special Hazard Loss, or
         portion thereof, (i) occurring after the Special Hazard Termination
         Date or (ii) if on such date, in excess of the then-applicable Special
         Hazard Loss Amount.

                  FDIC: The Federal Deposit Insurance Corporation, or its
         successor in interest.

                  FHLMC: The Federal Home Loan Mortgage Corporation or its
         successor in interest.

                  Financial Intermediary: A broker, dealer, bank or other
         financial institution or other Person that clears through or maintains
         a custodial relationship with a Depository Participant.

                  Fitch:  Fitch IBCA, Inc. and its successors.

                  Fitch Formula Amount: As to each Anniversary Determination
         Date, the greater of (i) $50,000 and (ii) the product of (x) the
         greatest Assumed Monthly Payment Reduction for any Non-Primary
         Residence Loan whose original principal balance was 80% or greater of
         the Original Value thereof, (y) the weighted average remaining term to
         maturity (expressed in months) of all the Non-Primary Residence Loans
         remaining in the Mortgage Pool as of such Anniversary Determination
         Date, and (z) the sum of (A) one plus (B) the number of all remaining
         Non-Primary Residence Loans divided by the total number of Outstanding
         Mortgage Loans as of such Anniversary Determination Date.

                  FNMA: The Federal National Mortgage Association or its
         successor in interest.

                  Formula Amount: As to each Anniversary Determination Date, the
         greater of (i) $100,000 and (ii) the product of (x) 0.06% and (y) the
         Scheduled Principal Balance of each Mortgage Loan remaining in the
         Mortgage Pool whose original principal balance was 75% or greater of
         the Original Value thereof.

                  Fraud Coverage Termination Date: The Distribution Date upon
         which the related Fraud Loss Amount has been reduced to zero or a
         negative number (or the Cross-Over Date, if earlier).

                  Fraud Loss: Any Realized Loss attributable to fraud in the
         origination of the related Mortgage Loan.

                  Fraud Loss Amount: As of any Distribution Date after the
         Cut-off Date, (x) prior to the first anniversary of the Cut-off Date,
         an amount equal to $1,514,052 minus the aggregate amount of Fraud
         Losses that would have been allocated to the Junior Certificates in
         accordance with Section 4.03 in the absence of the Loss Allocation
         Limitation since the Cut-off Date, and (y) from the first to the fifth
         anniversary of the Cut-off Date, an amount equal to (1) the lesser of
         (a) the Fraud Loss Amount as of the most recent anniversary of the
         Cut-off Date and (b) 1% (from the first to but excluding the third
         anniversaries of the Cut-off Date) or 0.5% (from and including the
         third to but excluding the fifth anniversaries of the Cut-off Date) of
         the aggregate outstanding principal balance of all of the Mortgage
         Loans as of the most recent anniversary of the Cut-off Date minus (2)
         the Fraud Losses that would have been allocated to the Junior
         Certificates in accordance with Section 4.03 in the absence of the Loss
         Allocation Limitation since the most recent anniversary of the Cut-off
         Date. On or after the fifth anniversary of the Cut-off Date the Fraud
         Loss Amount shall be zero.

                  Initial Certificate Principal Balance: With respect to any
         Certificate, other than a Notional Certificate, the Certificate
         Principal Balance of such Certificate or any predecessor Certificate on
         the Closing Date.

                  Initial LIBOR Rate:  None.

                  Insurance Proceeds: Proceeds paid pursuant to the Primary
         Insurance Policies, if any, and amounts paid by any insurer pursuant to
         any other insurance policy covering a Mortgage Loan.

                  Insured Expenses: Expenses covered by the Primary Insurance
         Policies, if any, or any other insurance policy or policies applicable
         to the Mortgage Loans.

                  Interest Accrual Period: With respect to any Distribution Date
         and any Class of Certificates (other than any Class of Principal Only
         Certificates) or Component, the one-month period ending on the last day
         of the month preceding the month in which such Distribution Date
         occurs.

                  Interest Losses: The interest portion of (i) on or prior to
         the Cross-Over Date, any Excess Losses and (ii) after the Cross-Over
         Date, any Realized Losses and Debt Service Reductions.

                  Interest Settlement Rate: With respect to any Interest Accrual
         Period, the rate (expressed as a percentage per annum) for one-month
         U.S. Dollar deposits reported by the BBA at 11:00 a.m. London time on
         the related LIBOR Determination Date and as it appears on the
         Designated Telerate Page.

                  Interest Shortfall: With respect to any Distribution Date and
         each Mortgage Loan that during the related Prepayment Period was the
         subject of a Voluntary Principal Prepayment or constitutes a Relief Act
         Mortgage Loan, an amount determined as follows:

                  (A) partial principal prepayments: one month's interest at the
         applicable Net Mortgage Rate on the amount of such prepayment;

                  (B) principal prepayments in full received on or after the
         sixteenth day of the month preceding the month of such Distribution
         Date (or, in the case of the first Distribution Date, on or after the
         Cut-off Date) but on or before the last day of the month preceding the
         month of such Distribution Date, the difference between (i) one month's
         interest at the applicable Net Mortgage Rate on the Scheduled Principal
         Balance of such Mortgage Loan immediately prior to such prepayment and
         (ii) the amount of interest for the calendar month of such prepayment
         (adjusted to the applicable Net Mortgage Rate) received at the time of
         such prepayment;

                  (C) principal prepayments in full received by the Company (or
         of which the Company receives notice, in the case of a Mortgage Loan
         serviced by a Primary Servicer) on or after the first day but on or
         before the fifteenth day of the month of such Distribution Date: none;
         and

                  (D) Relief Act Mortgage Loans: As to any Relief Act Mortgage
         Loan, the excess of (i) 30 days' interest (or, in the case of a
         Principal Prepayment in full, interest to the date of prepayment) on
         the Scheduled Principal Balance thereof (or, in the case of a Principal
         Prepayment in part, on the amount so prepaid) at the related Net
         Mortgage Rate over (ii) 30 days' interest (or, in the case of a
         Principal Prepayment in full, interest to the date of prepayment) on
         such Scheduled Principal Balance (or, in the case of a Principal
         Prepayment in part, on the amount so prepaid) at the Net Mortgage Rate
         required to be paid by the Mortgagor as limited by application of the
         Relief Act.

                  Junior Certificate:  Any Class M or Class B Certificate.

                  Junior Optimal Principal Amount: As to any Distribution Date,
         an amount equal to the sum of the following (but in no event greater
         than the aggregate Certificate Principal Balance of the Junior
         Certificates immediately prior to such Distribution Date):

                  (i) the Junior Percentage of the applicable Non-PO Percentage
         of the principal portion of each Monthly Payment due on the related Due
         Date on each Outstanding Mortgage Loan as of such Due Date as specified
         in the amortization schedule at the time applicable thereto (after
         adjustment for previous Principal Prepayments and the principal portion
         of Debt Service Reductions subsequent to the Bankruptcy Coverage
         Termination Date but before any adjustment to such amortization
         schedule by reason of any bankruptcy (other than as aforesaid) or
         similar proceeding or any moratorium or similar waiver or grace
         period);

                  (ii) the Junior Prepayment Percentage of the applicable Non-PO
         Percentage of all principal prepayments in part received during the
         related Prepayment Period, and 100% of any Senior Optimal Principal
         Amount not distributed to the Senior Certificates on such Distribution
         Date, together with the Junior Prepayment Percentage of the applicable
         Non-PO Percentage of the Scheduled Principal Balance of each Mortgage
         Loan which was the subject of a Voluntary Principal Prepayment in full
         during the related Prepayment Period;

                  (iii) the excess, if any, of (x) the applicable Non-PO
         Percentage of the sum of (A) all Net Liquidation Proceeds allocable to
         principal received during the related Prepayment Period (other than in
         respect of Mortgage Loans described in clause (B)) and (B) the
         principal balance of each Mortgage Loan that was purchased by an
         insurer from the Trustee during the related Prepayment Period pursuant
         to the related Primary Insurance Policy, over (y) the amount
         distributable pursuant to clause (iii) of the definition of Senior
         Optimal Principal Amount on such Distribution Date;

                  (iv) the Junior Prepayment Percentage of the applicable Non-PO
         Percentage of the Scheduled Principal Balance of each Mortgage Loan
         which was purchased on such Distribution Date pursuant to Section 2.02,
         2.03(a) or 3.16; and

                  (v) the Junior Prepayment Percentage of the applicable Non-PO
         Percentage of the Substitution Amount for any Mortgage Loan substituted
         during the month of such Distribution Date.

                  For purposes of clause (ii) above, a Voluntary Principal
         Prepayment in full with respect to a Mortgage Loan serviced by a
         Primary Servicer shall be deemed to have been received when the
         Company, as servicer, receives notice thereof.

                  After the Class Certificate Principal Balances of the Junior
         Certificates have been reduced to zero, the Junior Optimal Principal
         Amount shall be zero.

                  Junior Percentage: As to any Distribution Date, the excess of
         100% over the Senior Percentage for such Distribution Date.

                  Junior Prepayment Percentage: As to any Distribution Date, the
         excess of 100% over the Senior Prepayment Percentage for such
         Distribution Date, except that (i) after the aggregate Certificate
         Principal Balance of the Senior Certificates other than the Class PO
         Certificates has been reduced to zero, the Junior Prepayment Percentage
         shall be 100%, and (ii) after the Cross-Over Date, the Junior
         Prepayment Percentage shall be zero.

                  Latest Possible Maturity Date:  August 25, 2016.

                  LIBOR: With respect to any Interest Accrual Period, the per
         annum rate determined, pursuant to Section 5.08, on the basis of the
         Interest Settlement Rate or as otherwise provided in such Section.

                  LIBOR Certificate:  None.

                  LIBOR Determination Date: The second London Banking Day
         immediately preceding the commencement of each Interest Accrual Period
         for any LIBOR Certificates.

                  Liquidated Mortgage Loan: Any defaulted Mortgage Loan as to
         which the Company has determined that all amounts which it expects to
         recover on behalf of the Trust Fund from or on account of such Mortgage
         Loan have been recovered, including any Mortgage Loan with respect to
         which the Company determines not to foreclose upon the related
         Mortgaged Property based on its belief that such Mortgaged Property may
         be contaminated with or affected by hazardous or toxic wastes,
         materials or substances.

                  Liquidation Expenses: Expenses which are incurred by the
         Company in connection with the liquidation of any defaulted Mortgage
         Loan and not recovered by the Company under any Primary Insurance
         Policy for reasons other than the Company's failure to comply with
         Section 3.05, such expenses including, without limitation, legal fees
         and expenses, and, regardless of when incurred, any unreimbursed amount
         expended by the Company pursuant to Section 3.03 or Section 3.06
         respecting the related Mortgage Loan and any related and unreimbursed
         Property Protection Expenses.

                  Liquidation Proceeds: Cash (other than Insurance Proceeds)
         received in connection with the liquidation of any defaulted Mortgage
         Loan whether through judicial foreclosure or otherwise.

                  Living Holder: Any Certificate Owner of a Designated Retail
         Certificate, other than a Deceased Holder.

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

                  London Banking Day: Any day on which banks are open for
         dealing in foreign currency and exchange in London, England.

                  Loss Allocation Limitation:  As defined in Section 4.03(g).

                  Minimum Servicing Standards:  As defined in Section 3.13(a).

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

                  Monthly Advance: With respect to any Distribution Date, the
         aggregate of the advances required to be made by the Company pursuant
         to Section 4.04(a) (or by the Trustee pursuant to Section 4.04(b)) on
         such Distribution Date, the amount of any such Monthly Advance being
         equal to (a) the aggregate of payments of principal and interest
         (adjusted to the related Net Mortgage Rate) on the Mortgage Loans that
         were due on the related Due Date, without regard to any arrangements
         entered into by the Company with the related Mortgagors pursuant to
         Section 3.02(a)(ii), and delinquent as of the close of business on the
         Business Day next preceding the related Determination Date, less (b)
         the amount of any such payments which the Company or the Trustee, as
         applicable, in its reasonable judgment believes will not be ultimately
         recoverable by it either out of late payments by the Mortgagor, Net
         Liquidation Proceeds, Insurance Proceeds, REO Proceeds or otherwise.
         With respect to any Mortgage Loan, the portion of any such advance or
         advances made with respect thereto.

                  Monthly Payment: The scheduled monthly payment on a Mortgage
         Loan for any month allocable to principal or interest on such Mortgage
         Loan.

                  Moody's:  Moody's Investors Service, Inc. and its successors.

                  Mortgage: The mortgage or deed of trust creating a first lien
         on a fee simple interest or leasehold estate in real property securing
         a Mortgage Note.

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

                  Mortgage File: The mortgage documents listed in Section 2.01
         pertaining to a particular Mortgage Loan and any additional documents
         required to be added to such documents pursuant to this Agreement.

                  Mortgage Loan Payment Record: The record maintained by the
         Company pursuant to Section 3.02(b).

                  Mortgage Loan Schedule: As of any date of determination, the
         schedule of Mortgage Loans included in the Trust Fund. The initial
         schedule of Mortgage Loans as of the Cut-off Date is attached hereto as
         Exhibit C.

                  Mortgage Loans: As of any date of determination, each of the
         mortgage loans identified on the Mortgage Loan Schedule (as amended
         pursuant to Section 2.03(b)) delivered and assigned to the Trustee
         pursuant to Section 2.01 or 2.03(b), and not theretofore released from
         the Trust Fund by the Trustee.

                  Mortgage Note: With respect to any Mortgage Loan, the note or
         other evidence of indebtedness (which may consist of a Confirmatory
         Mortgage Note) evidencing the indebtedness of a Mortgagor under such
         Mortgage Loan.

                  Mortgage Pool: The aggregate of the Mortgage Loans identified
         in the Mortgage Loan Schedule.

                  Mortgage Rate: The per annum rate of interest borne by a
         Mortgage Loan as set forth in the related Mortgage Note.

                  Mortgaged Property: The underlying real property securing the
         Mortgage Loan, or with respect to a Cooperative Loan, the related
         Proprietary Lease and Cooperative Stock.

                  Mortgagor: With respect to any Mortgage Loan, each obligor on
         the related Mortgage Note.

                  Net Interest Shortfall: With respect to any Distribution Date,
         the excess, if any, of the aggregate Interest Shortfalls allocable to
         the Certificates (as determined in accordance with the definition of
         Interest Shortfall) for such Distribution Date over any Compensating
         Interest Payment for such date.

                  Net Liquidation Proceeds: As to any Liquidated Mortgage Loan,
         the sum of (i) any Liquidation Proceeds therefor less the related
         Liquidation Expenses, and (ii) any Insurance Proceeds therefor, other
         than any such Insurance Proceeds applied to the restoration of the
         related Mortgaged Property.

                  Net Mortgage Rate: With respect to any Mortgage Loan, the
         related Mortgage Rate less the applicable Servicing Fee Rate.

                  Non-Book-Entry Certificate: Any Certificate other than a
         Book-Entry Certificate.

                  Non-Discount Mortgage Loan: Any Mortgage Loan with a Net
         Mortgage Rate greater than or equal to the Designated Rate.

                  Non-permitted Foreign Holder:  As defined in Section 5.02(b).

                  Non-PO Percentage: As to any Discount Mortgage Loan, a
         fraction (expressed as a percentage), the numerator of which is the Net
         Mortgage Rate of such Discount Mortgage Loan and the denominator of
         which is the Designated Rate. As to any Non-Discount Mortgage Loan,
         100%.

                  Non-Primary Residence Loan: Any Mortgage Loan secured by a
         Mortgaged Property that is (on the basis of representations made by the
         Mortgagors at origination) a second home or investor-owned property.

                  Nonrecoverable Advance: All or any portion of any Monthly
         Advance or Monthly Advances previously made by the Company (or the
         Trustee) which, in the reasonable judgment of the Company (or, as
         applicable, the Trustee) will not be ultimately recoverable from
         related Net Liquidation Proceeds, Insurance Proceeds, REO Proceeds or
         otherwise. The determination by the Company that it has made a
         Nonrecoverable Advance or that any advance, if made, would constitute a
         Nonrecoverable Advance, shall be evidenced by an Officer's Certificate
         of the Company delivered to the Trustee and detailing the reasons for
         such determination.

                  Non-U.S. Person:  As defined in Section 4.02(c).

                  Notional Certificate:  Any Class S Certificate.

                  Notional Component:  None.

                  Notional Component Balance:  None.

                  Notional Principal Balance: As to any Distribution Date and
         the Class S Certificates, the aggregate Scheduled Principal Balance of
         the Outstanding Non-Discount Mortgage Loans as of the Due Date in the
         month preceding such Distribution Date. As to any Distribution Date and
         any Class S Certificate, such Certificate's Percentage Interest of the
         aggregate Notional Principal Balance of the Class S Certificates for
         such Distribution Date.

                  Officer's Certificate: A certificate signed by the President,
         a Senior Vice President or a Vice President of the Company and
         delivered to the Trustee.

                  Opinion of Counsel: A written opinion of counsel, who may be
         counsel for the Company; provided, however, that any Opinion of Counsel
         with respect to the interpretation or application of the REMIC
         Provisions or the status of an account as an Eligible Account shall be
         the opinion of independent counsel satisfactory to the Trustee.

                  Original Subordinate Principal Balance: As set forth in the
         definition of Senior Prepayment Percentage.

                  Original Value: The value of the property underlying a
         Mortgage Loan based, in the case of the purchase of the underlying
         Mortgaged Property, on the lower of an appraisal satisfactory to the
         Company or the sales price of such property or, in the case of a
         refinancing, on an appraisal satisfactory to the Company.

                  Outstanding Mortgage Loan: With respect to any Due Date, a
         Mortgage Loan which, prior to such Due Date, was not the subject of a
         Principal Prepayment in full, did not become a Liquidated Mortgage Loan
         and was not purchased pursuant to Section 2.02, 2.03(a) or 3.16 or
         replaced pursuant to Section 2.03(b).

                  Outstanding Non-Discount Mortgage Loan: Any Outstanding
         Mortgage Loan that is a Non-Discount Mortgage Loan.

                  PAC Balance: As to any Distribution Date and any Class of PAC
         Certificates and any PAC Component, the balance designated as such for
         such Distribution Date and such Class or Component as set forth in the
         Principal Balance Schedules.

                  PAC Certificate:  None.

                  PAC Component:  None.

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

                  Pay-out Rate: With respect to any Class of Certificates (other
         than any Class of Principal Only Certificates) and any Distribution
         Date, the rate at which interest is distributed on such Class on such
         Distribution Date and which is equal to a fraction (expressed as an
         annualized percentage) the numerator of which is the Accrued
         Certificate Interest for such Class and Distribution Date, and the
         denominator of which is the Class Certificate Principal Balance (or, in
         the case of the Notional Certificates, the Notional Principal Balance)
         of such Class immediately prior to such Distribution Date.

                  Percentage Interest: With respect to any Certificate, the
         percentage interest in the undivided beneficial ownership interest in
         the Trust Fund evidenced by Certificates of the same Class as such
         Certificate. With respect to any Certificate, the Percentage Interest
         evidenced thereby shall equal the Initial Certificate Principal Balance
         (or, in the case of a Notional Certificate, the initial Notional
         Principal Balance) thereof divided by the aggregate Initial Certificate
         Principal Balance (or, in the case of a Notional Certificate, the
         aggregate initial Notional Principal Balance) of all Certificates of
         the same Class.

                  Permitted Investments: One or more of the following; provided,
         however, that no such Permitted Investment may mature later than the
         Business Day preceding the Distribution Date after such investment
         except as otherwise provided in Section 3.02(e) hereof, provided,
         further, that such investments qualify as "cash flow investments" as
         defined in section 860G(a)(6) of the Code:

                  (i) obligations of, or guaranteed as to timely receipt of
         principal and interest by, the United States or any agency or
         instrumentality thereof when such obligations are backed by the full
         faith and credit of the United States;

                  (ii) repurchase agreements on obligations specified in clause
         (i) provided that the unsecured obligations of the party agreeing to
         repurchase such obligations are at the time rated by each Rating Agency
         in the highest long-term rating category;

                  (iii) federal funds, certificates of deposit, time deposits
         and banker's acceptances, of any U.S. depository institution or trust
         company incorporated under the laws of the United States or any state
         provided that the debt obligations of such depository institution or
         trust company at the date of acquisition thereof have been rated by
         each Rating Agency in the highest long-term rating category;

                  (iv) commercial paper of any corporation incorporated under
         the laws of the United States or any state thereof which on the date of
         acquisition has the highest short term rating of each Rating Agency;
         and

                  (v) other obligations or securities that are acceptable to
         each Rating Agency as a Permitted Investment hereunder and will not, as
         evidenced in writing, result in a reduction or withdrawal in the then
         current rating of the Certificates.

                  Notwithstanding the foregoing, Permitted Investments shall not
         include "stripped securities" and investments which contractually may
         return less than the purchase price therefor.

                  Person: Any legal person, including any individual,
         corporation, partnership, limited liability company, joint venture,
         association, joint-stock company, trust, unincorporated organization or
         government or any agency or political subdivision thereof.

                  Plan: Any Person which is an employee benefit plan subject to
         ERISA or a plan subject to section 4975 of the Code.

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

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

                  Pledged Asset Mortgage Servicing Agreement: The Amended and
         Restated Pledged Asset Mortgage Servicing Agreement, dated as of June
         2, 1998, between MLCC and the Company.

                  PO Percentage: As to any Discount Mortgage Loan, a fraction
         (expressed as a percentage), the numerator of which is the excess of
         the Designated Rate over the Net Mortgage Rate of such Discount
         Mortgage Loan and the denominator of which is the Designated Rate. As
         to any Non-Discount Mortgage Loan, 0%.

                  Pool Scheduled Principal Balance: With respect to any
         Distribution Date, the aggregate Scheduled Principal Balance of all the
         Mortgage Loans that were Outstanding Mortgage Loans on the Due Date in
         the month next preceding the month of such Distribution Date (or, in
         the case of the first Distribution Date, the Cut-off Date; or, if so
         specified, such other date).

                  Prepayment Assumption: The assumed fixed schedule of
         prepayments on a pool of new mortgage loans with such schedule given as
         a monthly sequence of prepayment rates, expressed as annualized percent
         values. These values start at 0.2% per year in the first month,
         increase by 0.2% per year in each succeeding month until month 30,
         ending at 6.0% per year. At such time, the rate remains constant at
         6.0% per year for the balance of the remaining term. Multiples of the
         Prepayment Assumption are calculated from this prepayment rate series.

                  Prepayment Assumption Multiple: 200% of the Prepayment
         Assumption.

                  Prepayment Distribution Trigger: As of any Distribution Date
         and as to each Class of Class B Certificates, the related Prepayment
         Distribution Trigger is satisfied if (x) the fraction, expressed as a
         percentage, the numerator of which is the aggregate Class Certificate
         Principal Balance of such Class and each Class subordinate thereto, if
         any, on such Distribution Date, and the denominator of which is the
         Pool Scheduled Principal Balance for such Distribution Date, equals or
         exceeds (y) such percentage calculated as of the Closing Date.

                  Prepayment Interest Excess: As to any Voluntary Principal
         Prepayment in full received from the first day through the fifteenth
         day of any calendar month (other than the calendar month in which the
         Cut-off Date occurs), all amounts paid in respect of interest on such
         Principal Prepayment. For purposes of determining the amount of
         Prepayment Interest Excess for any month, a Voluntary Principal
         Prepayment in full with respect to a Mortgage Loan serviced by a
         Primary Servicer shall be deemed to have been received when the
         Company, as servicer, receives notice thereof. All Prepayment Interest
         Excess shall be retained by the Company, as servicer, as additional
         servicing compensation.

                  Prepayment Period: With respect to any Distribution Date and
         any Voluntary Principal Prepayment in part or other Principal
         Prepayment other than a Voluntary Principal Prepayment in full, the
         calendar month preceding the month of such Distribution Date; with
         respect to any Distribution Date and any Voluntary Principal Prepayment
         in full, the period beginning on the sixteenth day of the calendar
         month preceding the month of such Distribution Date (or, in the case of
         the first Distribution Date, beginning on the Cut-off Date) and ending
         on the fifteenth day of the month in which such Distribution Date
         occurs.

                  Primary Insurance Policy: The certificate of private mortgage
         insurance relating to a particular Mortgage Loan, or an electronic
         screen print setting forth the information contained in such
         certificate of private mortgage insurance, including, without
         limitation, information relating to the name of the mortgage insurance
         carrier, the certificate number, the loan amount, the property address,
         the effective date of coverage, the amount of coverage and the
         expiration date of the policy. Each such policy covers defaults by the
         Mortgagor, which coverage shall equal the portion of the unpaid
         principal balance of the related Mortgage Loan that exceeds 75% (or
         such lesser coverage required or permitted by FNMA or FHLMC) of the
         Original Value of the underlying Mortgaged Property.

                  Primary Servicer: Any servicer with which the Company has
         entered into a servicing agreement, as described in Section 3.01(f).

                  Principal Balance Schedules: Any principal balance schedules
         attached hereto, if applicable, as Exhibit B, setting forth the PAC
         Balances of any PAC Certificates and PAC Components, the TAC Balances
         of any TAC Certificates and TAC Components and the Scheduled Balances
         of any Scheduled Certificates and Scheduled Components.

                  Principal Distribution Request: Any request for a distribution
         in reduction of the Class Certificate Principal Balance of any
         Designated Retail Certificate, submitted in writing to a Depository
         Participant or Financial Intermediary (or, if such Designated Retail
         Certificate is no longer represented by a Book-Entry Certificate, to
         the Trustee) by the Certificate Owner (or Certificateholder) of such
         Designated Retail Certificate pursuant to Section 4.10(c) or 4.10(g),
         as applicable.

                  Principal Only Certificate:  Any Class PO Certificate.

                  Principal Only Component:  None.

                  Principal Prepayment: Any payment or other recovery of
         principal on a Mortgage Loan (including, for this purpose, any
         refinancing permitted by Section 3.01 and any REO Proceeds treated as
         such pursuant to Section 3.08(b)) which is received in advance of its
         scheduled Due Date and is not accompanied by an amount of interest
         representing scheduled interest for any month subsequent to the month
         of prepayment.

                  Private Placement Memorandum: The Company's private placement
         memorandum relating to the placement of the Restricted Junior
         Certificates dated the date of the prospectus supplement referred to in
         the definition of Prospectus.

                  Prohibited Transaction Exemption: U.S. Department of Labor
         Prohibited Transaction Exemption 90-36, 55 Fed. Reg. 25903, June 25,
         1990, as amended.

                  Property Protection Expenses: With respect to any Mortgage
         Loan, expenses paid or incurred by or for the account of the Company in
         accordance with the related Mortgage for (a) real estate property taxes
         and property repair, replacement, protection and preservation expenses
         and (b) similar expenses reasonably paid or incurred to preserve or
         protect the value of such Mortgage to the extent the Company is not
         reimbursed therefor pursuant to the Primary Insurance Policy, if any,
         or any other insurance policy with respect thereto.

                  Proprietary Lease: With respect to a Cooperative Loan, the
         proprietary lease(s) or occupancy agreement with respect to the
         Cooperative Apartment occupied by the Mortgagor and relating to the
         related Cooperative Stock, which lease or agreement confers an
         exclusive right to the holder of such Cooperative Stock to occupy such
         apartment.

                  Prospectus: The Company's prospectus supplement dated August
         19, 1999, and the related prospectus dated August 19, 1999, relating to
         the public offering of the Certificates other than the Restricted
         Certificates.

                  Purchase Price: With respect to any Mortgage Loan required or
         permitted to be purchased hereunder from the Trust Fund, an amount
         equal to 100% of the unpaid principal balance thereof plus interest
         thereon at the applicable Mortgage Rate from the date to which interest
         was last paid to the first day of the month in which such purchase
         price is to be distributed; provided, however, that if the Company is
         the servicer hereunder, such purchase price shall be net of
         unreimbursed Monthly Advances with respect to such Mortgage Loan, and
         the interest component of the Purchase Price may be computed on the
         basis of the Net Mortgage Rate for such Mortgage Loan.

                  QIB: A "qualified institutional buyer" as defined in Rule 144A
         under the Securities Act of 1933, as amended.

                  Random Lot: With respect to any Distribution Date prior to the
         Cross-Over Date, if the amount available for distribution in reduction
         of the Class Certificate Principal Balance of any Class of Designated
         Retail Certificates on such Distribution Date exceeds the amount needed
         to honor all Principal Distribution Requests with respect to such Class
         on such date, the method by which the Depository will determine which
         Depository Participants holding interests in such Class of Certificates
         will receive payments of amounts distributable in respect of principal
         on such Class on such Distribution Date, using its established random
         lot procedures or, if such Class of Certificates is no longer
         represented by Book-Entry Certificates, the method by which the Trustee
         will determine which Certificates of such Class will receive payments
         of amounts distributable in respect of principal on such Class on such
         Distribution Date, using its own random lot procedures comparable to
         those used by the Depository.

                  Rating Agency: Any statistical credit rating agency, or its
         successor, that rated any of the Certificates at the request of the
         Company at the time of the initial issuance of the Certificates. If
         such agency or a successor is no longer in existence, "Rating Agency"
         shall be such statistical credit rating agency, or other comparable
         Person, designated by the Company, notice of which designation shall be
         given to the Trustee. References herein to the two highest long-term
         rating categories of a Rating Agency shall mean such ratings without
         any modifiers. As of the date of the initial issuance of the
         Certificates, the Rating Agencies are Fitch and S&P; except that for
         purposes of the Junior Certificates, other than the Class B5
         Certificates, Fitch shall be the sole Rating Agency. The Class B5
         Certificates are issued without ratings.

                  Realized Loss: Any (i) Deficient Valuation or (ii) as to any
         Liquidated Mortgage Loan, (x) the unpaid principal balance of such
         Liquidated Mortgage Loan plus accrued and unpaid interest thereon at
         the Net Mortgage Rate through the last day of the month of such
         liquidation less (y) the related Liquidation Proceeds and Insurance
         Proceeds (as reduced by the related Liquidation Expenses).

                  Record Date: The last Business Day of the month immediately
         preceding the month of the related Distribution Date.

                  Reference Banks:  As defined in Section 5.08.

                  Relief Act: The Soldiers' and Sailors' Civil Relief Act of
         1940, as amended.

                  Relief Act Mortgage Loan: Any Mortgage Loan as to which the
         Monthly Payment thereof has been reduced due to the application of the
         Relief Act.

                  REMIC: A "real estate mortgage investment conduit" within the
         meaning of section 860D of the Code.

                  REMIC Provisions: Provisions of the federal income tax law
         relating to real estate mortgage investment conduits, which appear at
         sections 860A through 860G of Part IV of Subchapter M of Chapter 1 of
         the Code, and related provisions, and U.S. Department of the Treasury
         temporary or final regulations promulgated thereunder, as the foregoing
         may be in effect from time to time, as well as provisions of applicable
         state laws.

                  REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated
         Mortgage Loan and as to which the related Mortgaged Property is held as
         part of the Trust Fund.

                  REO Proceeds: Proceeds, net of any related expenses of the
         Company, received in respect of any REO Mortgage Loan (including,
         without limitation, proceeds from the rental of the related Mortgaged
         Property).

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

                  Reserve Fund:  None.

                  Reserve Interest Rate:  As defined in Section 5.08.

                  Residual Certificate:  Any Class R Certificate.

                  Responsible Officer: When used with respect to the Trustee,
         any officer or assistant officer assigned to and working in the
         Corporate Trust Department of the Trustee and, also, with respect to a
         particular matter, any other officer to whom such matter is referred
         because of such officer's knowledge of and familiarity with the
         particular subject.

                  Restricted Certificate: Any Restricted Junior Certificate,
         Class PO Certificate or Class S Certificate.

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

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

                  Rounding Account Depositor:  None.

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

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

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

                  Scheduled Balance: As to any Distribution Date and any Class
         of Scheduled Certificates and any Scheduled Component, the balance
         designated as such for such Distribution Date and such Class or
         Component as set forth in the Principal Balance Schedules.

                  Scheduled Certificate:  None.

                  Scheduled Component:  None.

                  Scheduled Principal Balance: As to any Mortgage Loan and
         Distribution Date, the principal balance of such Mortgage Loan as of
         the Due Date in the month next preceding the month of such Distribution
         Date (or, if so specified, such other date) as specified in the
         amortization schedule at the time relating to such Mortgage Loan
         (before any adjustment to such amortization schedule by reason of any
         bankruptcy or similar proceeding or any moratorium or similar waiver or
         grace period) after giving effect to any previous Principal
         Prepayments, Deficient Valuations incurred subsequent to the Bankruptcy
         Coverage Termination Date, adjustments due to the application of the
         Relief Act and the payment of principal due on such Due Date,
         irrespective of any delinquency in payment by the related Mortgagor. As
         to any Mortgage Loan and the Cut-off Date, the "unpaid balance" thereof
         specified in the initial Mortgage Loan Schedule.

                  Security Agreement: With respect to a Cooperative Loan, the
         agreement creating a security interest in favor of the originator in
         the related Cooperative Stock and Proprietary Lease.

                  Senior Certificate: Any Certificate other than a Junior
         Certificate or Class S Certificate.

                  Senior Certificate Principal Balance: As of any Distribution
         Date, an amount equal to the sum of the Certificate Principal Balances
         of the Senior Certificates (other than any Class PO Certificates).

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

                  (i) the Senior Percentage of the applicable Non-PO Percentage
         of the principal portion of each Monthly Payment due on the related Due
         Date on each Outstanding Mortgage Loan as of such Due Date as specified
         in the amortization schedule at the time applicable thereto (after
         adjustments for previous Principal Prepayments and the principal
         portion of Debt Service Reductions subsequent to the Bankruptcy
         Coverage Termination Date but before any adjustment to such
         amortization schedule by reason of any bankruptcy (except as aforesaid)
         or similar proceeding or any moratorium or similar waiver or grace
         period);

                  (ii) the Senior Prepayment Percentage of the applicable Non-PO
         Percentage of all principal prepayments in part received during the
         related Prepayment Period, together with the Senior Prepayment
         Percentage of the applicable Non-PO Percentage of the Scheduled
         Principal Balance of each Mortgage Loan which was the subject of a
         Voluntary Principal Prepayment in full during the related Prepayment
         Period;

                  (iii) the lesser of (x) the Senior Percentage of the
         applicable Non-PO Percentage of the sum of (A) the Scheduled Principal
         Balance of each Mortgage Loan that became a Liquidated Mortgage Loan
         (other than Mortgage Loans described in clause (B)) during the related
         Prepayment Period and (B) the Scheduled Principal Balance of each
         Mortgage Loan that was purchased by an insurer from the Trustee during
         the related Prepayment Period pursuant to the related Primary Insurance
         Policy, as reduced in each case by the Senior Percentage of the
         applicable Non-PO Percentage of the principal portion of any Excess
         Losses (other than Excess Bankruptcy Losses attributable to Debt
         Service Reductions), and (y) the Senior Prepayment Percentage of the
         applicable Non-PO Percentage of the sum of (A) all Net Liquidation
         Proceeds allocable to principal received in respect of each such
         Liquidated Mortgage Loan (other than Mortgage Loans described in clause
         (B)) and (B) the principal balance of each such Mortgage Loan purchased
         by an insurer from the Trustee pursuant to the related Primary
         Insurance Policy, in each case during the related Prepayment Period;

                  (iv) the Senior Prepayment Percentage of the applicable Non-PO
         Percentage of the Scheduled Principal Balance of each Mortgage Loan
         which was purchased on such Distribution Date pursuant to Section 2.02,
         2.03(a) or 3.16; and

                  (v) the Senior Prepayment Percentage of the applicable Non-PO
         Percentage of the Substitution Amount for any Mortgage Loan substituted
         during the month of such Distribution Date.

                  For purposes of clause (ii) above, a Voluntary Principal
         Prepayment in full with respect to a Mortgage Loan serviced by a
         Primary Servicer shall be deemed to have been received when the
         Company, as servicer, receives notice thereof.

                  Senior Percentage: As to any Distribution Date, the lesser of
         (i) 100% and (ii) the percentage (carried to six places rounded up)
         obtained by dividing the Senior Certificate Principal Balance
         immediately prior to such Distribution Date by an amount equal to the
         sum of the Certificate Principal Balances of all the Certificates other
         than any Class PO Certificates immediately prior to such Distribution
         Date.

                  Senior Prepayment Percentage: For any Distribution Date
         occurring prior to the fifth anniversary of the first Distribution
         Date, 100%. For any Distribution Date occurring on or after the fifth
         anniversary of the first Distribution Date, an amount as follows:

                  (i) for any Distribution Date subsequent to August 2004 to and
         including the Distribution Date in August 2005, the Senior Percentage
         for such Distribution Date plus 70% of the Junior Percentage for such
         Distribution Date;

                  (ii) for any Distribution Date subsequent to August 2005 to
         and including the Distribution Date in August 2006, the Senior
         Percentage for such Distribution Date plus 60% of the Junior Percentage
         for such Distribution Date;

                  (iii) for any Distribution Date subsequent to August 2006 to
         and including the Distribution Date in August 2007, the Senior
         Percentage for such Distribution Date plus 40% of the Junior Percentage
         for such Distribution Date;

                  (iv) for any Distribution Date subsequent to August 2007 to
         and including the Distribution Date in August 2008, the Senior
         Percentage for such Distribution Date plus 20% of the Junior Percentage
         for such Distribution Date; and

                  (v) for any Distribution Date thereafter, the Senior
         Percentage for such Distribution Date.

                  Notwithstanding the foregoing, if on any Distribution Date the
         Senior Percentage exceeds the Senior Percentage as of the Closing Date,
         the Senior Prepayment Percentage for such Distribution Date will equal
         100%.

                  In addition, notwithstanding the foregoing, no reduction of
         the Senior Prepayment Percentage below the level in effect for the most
         recent prior period as set forth in clauses (i) through (iv) above
         shall be effective on any Distribution Date unless at least one of the
         following two tests is satisfied:

                  Test I: If, as of the last day of the month preceding such
         Distribution Date, (i) the aggregate Scheduled Principal Balance of
         Mortgage Loans delinquent 60 days or more (including for this purpose
         any Mortgage Loans in foreclosure and REO Mortgage Loans) as a
         percentage of the aggregate Class Certificate Principal Balance of the
         Junior Certificates as of such date, does not exceed 50%, and (ii)
         cumulative Realized Losses with respect to the Mortgage Loans do not
         exceed (a) 30% of the aggregate Class Certificate Principal Balance of
         the Junior Certificates as of the Closing Date (the "Original
         Subordinate Principal Balance") if such Distribution Date occurs
         between and including September 2004 and August 2005, (b) 35% of the
         Original Subordinate Principal Balance if such Distribution Date occurs
         between and including September 2005 and August 2006, (c) 40% of the
         Original Subordinate Principal Balance if such Distribution Date occurs
         between and including September 2006 and August 2007, (d) 45% of the
         Original Subordinate Principal Balance if such Distribution Date occurs
         between and including September 2007 and August 2008 and (e) 50% of the
         Original Subordinate Principal Balance if such Distribution Date occurs
         during or after September 2008; or

                  Test II: If, as of the last day of the month preceding such
         Distribution Date, (i) the aggregate Scheduled Principal Balance of
         Mortgage Loans delinquent 60 days or more (including for this purpose
         any Mortgage Loans in foreclosure and REO Mortgage Loans) averaged over
         the last three months, as a percentage of the aggregate Scheduled
         Principal Balance of Mortgage Loans averaged over the last three
         months, does not exceed 4%, and (ii) cumulative Realized Losses with
         respect to the Mortgage Loans do not exceed (a) 10% of the Original
         Subordinate Principal Balance if such Distribution Date occurs between
         and including September 2004 and August 2005, (b) 15% of the Original
         Subordinate Principal Balance if such Distribution Date occurs between
         and including September 2005 and August 2006, (c) 20% of the Original
         Subordinate Principal Balance if such Distribution Date occurs between
         and including September 2006 and August 2007, (d) 25% of the Original
         Subordinate Principal Balance if such Distribution Date occurs between
         and including September 2007 and August 2008 and (e) 30% of the
         Original Subordinate Principal Balance if such Distribution Date occurs
         during or after September 2008.

                  Senior Principal Priorities: The priorities for the
         distribution of principal to the Senior Certificates as set forth in
         Exhibit O hereto.

                  Servicer's Certificate: A certificate, completed by and
         executed on behalf of the Company by a Servicing Officer in accordance
         with Section 4.06, substantially in the form of Exhibit D hereto or in
         such other form as the Company and the Trustee shall agree.

                  Servicing Fee: As to any Mortgage Loan and Distribution Date,
         an amount equal to the product of (i) the Scheduled Principal Balance
         of such Mortgage Loan as of the Due Date in the preceding calendar
         month and (ii) the Servicing Fee Rate for such Mortgage Loan.

                  Servicing Fee Rate: As to any Mortgage Loan, the per annum
         rate identified as such for such Mortgage Loan and set forth in the
         Mortgage Loan Schedule.

                  Servicing Officer: Any officer of the Company involved in, or
         responsible for, the administration and servicing of the Mortgage Loans
         whose name appears on a list of servicing officers attached to an
         Officer's Certificate furnished to the Trustee by the Company, as such
         list may from time to time be amended.

                  Single Certificate: A Certificate with an Initial Certificate
         Principal Balance, or initial Notional Principal Balance, of $1,000 or,
         in the case of a Class of Certificates issued with an initial Class
         Certificate Principal Balance or initial Notional Principal Balance of
         less than $1,000, such lesser amount.

                  Special Event Loss: Any Fraud Loss, Special Hazard Loss or
         Deficient Valuation.

                  Special Hazard Loss: (i) A Realized Loss suffered by a
         Mortgaged Property on account of direct physical loss, exclusive of (a)
         any loss covered by a hazard policy or a flood insurance policy
         required to be maintained in respect of such Mortgaged Property under
         Section 3.06 and (b) any loss caused by or resulting from:

                  (A) normal wear and tear;

                  (B) conversion or other dishonest act on the part of the
         Trustee, the Company or any of their agents or employees; or

                  (C) errors in design, faulty workmanship or faulty materials,
         unless the collapse of the property or a part thereof ensues;

                  or (ii) any Realized Loss suffered by the Trust Fund arising
         from or related to the presence or suspected presence of hazardous
         wastes or hazardous substances on a Mortgaged Property unless such loss
         to a Mortgaged Property is covered by a hazard policy or a flood
         insurance policy required to be maintained in respect of such Mortgaged
         Property under Section 3.06.

                  Special Hazard Loss Amount: As of any Distribution Date, an
         amount equal to $1,714,862 minus the sum of (i) the aggregate amount of
         Special Hazard Losses that would have been allocated to the Junior
         Certificates in accordance with Section 4.03 in the absence of the Loss
         Allocation Limitation and (ii) the Adjustment Amount (as defined below)
         as most recently calculated. On each anniversary of the Cut-off Date,
         the "Adjustment Amount" shall be equal to the amount, if any, by which
         the amount calculated in accordance with the preceding sentence
         (without giving effect to the deduction of the Adjustment Amount for
         such anniversary) exceeds the lesser of (x) the greater of (A) the
         product of the Special Hazard Percentage for such anniversary
         multiplied by the outstanding principal balance of all the Mortgage
         Loans on the Distribution Date immediately preceding such anniversary
         and (B) twice the outstanding principal balance of the Mortgage Loan
         which has the largest outstanding principal balance on the Distribution
         Date immediately preceding such anniversary, and (y) an amount
         calculated by the Company and approved by each Rating Agency, which
         amount shall not be less than $500,000.

                  Special Hazard Percentage: As of each anniversary of the
         Cut-off Date, the greater of (i) 1.00% and (ii) the largest percentage
         obtained by dividing (x) the aggregate outstanding principal balance
         (as of the immediately preceding Distribution Date) of the Mortgage
         Loans secured by Mortgaged Properties located in a single, five-digit
         zip code area in the State of California by (y) the outstanding
         principal balance of all the Mortgage Loans as of the immediately
         preceding Distribution Date.

                  Special Hazard Termination Date: The Distribution Date upon
         which the Special Hazard Loss Amount has been reduced to zero or a
         negative number (or the Cross-Over Date, if earlier).

                  Specified Component: None.

                  Startup Day:  As defined in Section 2.05(b).

                  Strip Rate: With respect to the Class S Certificates and any
         Distribution Date, a variable rate per annum equal to the excess of (x)
         the weighted average (by Scheduled Principal Balance) carried to six
         decimal places, rounded down, of the Net Mortgage Rates of the
         Outstanding Non-Discount Mortgage Loans as of the Due Date in the
         preceding calendar month (or the Cut-off Date, in the case of the first
         Distribution Date) over (y) the Designated Rate; provided, however,
         that such calculation shall not include any Mortgage Loan that was the
         subject of a Voluntary Principal Prepayment in full received by the
         Company (or of which the Company received notice, in the case of a
         Mortgage Loan serviced by a Primary Servicer) on or after the first day
         but on or before the 15th day of such preceding calendar month.

                  Subordinate Certificates: As to any date of determination,
         first, the Class B5 Certificates until the Class Certificate Principal
         Balance thereof has been reduced to zero; second, the Class B4
         Certificates until the Class Certificate Principal Balance thereof has
         been reduced to zero; third, the Class B3 Certificates until the Class
         Certificate Principal Balance thereof has been reduced to zero; fourth,
         the Class B2 Certificates until the Class Certificate Principal Balance
         thereof has been reduced to zero; fifth, the Class B1 Certificates
         until the Class Certificate Principal Balance thereof has been reduced
         to zero; and sixth, the Class M Certificates until the Class
         Certificate Principal Balance thereof has been reduced to zero.

                  Subordinate Certificate Writedown Amount: As to any
         Distribution Date, first, any amount distributed to the Class PO
         Certificates on such Distribution Date pursuant to Section 4.01(a)(iv)
         and second, after giving effect to the application of clause first
         above, the amount by which (i) the sum of the Class Certificate
         Principal Balances of all the Certificates (after giving effect to the
         distribution of principal and the application of Realized Losses in
         reduction of the Certificate Principal Balances of the related
         Certificates on such Distribution Date) exceeds (ii) the Pool Scheduled
         Principal Balance on the first day of the month of such Distribution
         Date less any Deficient Valuations occurring on or prior to the
         Bankruptcy Coverage Termination Date.

                  Substitution Amount: With respect to any Mortgage Loan
         substituted pursuant to Section 2.03(b), the excess of (x) the
         Scheduled Principal Balance of the Mortgage Loan that is substituted
         for, over (y) the Scheduled Principal Balance of the related substitute
         Mortgage Loan, each balance being determined as of the date of
         substitution.

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

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

                  TAC Balance: As to any Distribution Date and any Class of TAC
         Certificates and any TAC Component, the balance designated as such for
         such Distribution Date and such Class or Component as set forth in the
         Principal Balance Schedules attached as Exhibit B hereto.

                  TAC Certificates:  None.

                  TAC Component:  None.

                  Trigger Event: Any one or more of the following: (i) if the
         Company is not a wholly-owned direct or indirect subsidiary of General
         Electric Company or if General Electric Capital Corporation shall not
         own (directly or indirectly) at least two-thirds of the voting shares
         of the capital stock of the Company, (ii) if the long-term senior
         unsecured rating of General Electric Capital Corporation is downgraded
         or withdrawn by Fitch or S&P below their two highest rating categories,
         (iii) if General Electric Capital Corporation is no longer obligated
         pursuant to the terms of the support agreement, dated as of October 1,
         1990, between General Electric Capital Corporation and the Company, to
         maintain the Company's net worth or liquidity (as such terms are
         defined therein) at the levels specified therein, or if such support
         agreement, including any amendment thereto, has been breached,
         terminated or otherwise held to be unenforceable and (iv) if such
         support agreement, including any amendment thereto, is amended or
         modified.

                  Trust Fund: The corpus of the trust created by this Agreement
         evidenced by the Certificates and consisting of:

                  (i) the Mortgage Loans;

                  (ii) all payments on or collections in respect of such
         Mortgage Loans, except as otherwise described in the first paragraph of
         Section 2.01, including the proceeds from the liquidation of any
         Additional Collateral for any Pledged Asset Mortgage Loan;

                  (iii) the obligation of the Company to deposit in the
         Certificate Account the amounts required by Sections 3.02(d), 3.02(e)
         and 4.04(a), and the obligation of the Trustee to deposit in the
         Certificate Account any amount required pursuant to Section 4.04(b);

                  (iv) the obligation of the Company to purchase or replace any
         Defective Mortgage Loan pursuant to Section 2.02 or 2.03;

                  (v) all property acquired by foreclosure or deed in lieu of
         foreclosure with respect to any REO Mortgage Loan;

                  (vi) the proceeds of the Primary Insurance Policies, if any,
         and the hazard insurance policies required by Section 3.06, in each
         case, in respect of the Mortgage Loans, and the Company's interest in
         the Surety Bond transferred to the Trustee pursuant to Section 2.01;

                  (vii) the Certificate Account established pursuant to Section
         3.02(d);

                  (viii) the Eligible Account or Accounts, if any, established
         pursuant to Section 3.02(e);

                  (ix) any collateral funds established to secure the
         obligations of the Holder of the Class B4 and Class B5 Certificates,
         respectively, under any agreements entered into between such holder and
         the Company pursuant to Section 3.08(e) (which collateral funds will
         not constitute a part of any REMIC established hereunder); and

                  (x) all rights of the Company as assignee under any security
         agreements, pledge agreements or guarantees relating to the Additional
         Collateral supporting any Pledged Asset Mortgage Loan (which rights
         will not constitute a part of any REMIC established hereunder).

                  Trustee: The institution executing this Agreement as Trustee,
         or its successor in interest, or if any successor trustee is appointed
         as herein provided, then such successor trustee so appointed.

                  Unanticipated Recovery:  As defined in Section 4.01(f) herein.

                  Uninsured Cause: Any cause of damage to property subject to a
         Mortgage such that the complete restoration of the property is not
         fully reimbursable by the hazard insurance policies required to be
         maintained pursuant to Section 3.06.

                  Unpaid Class Interest Shortfall: As to any Distribution Date
         and any Class of Certificates (other than any Class of Principal Only
         Certificates and any Class consisting of Specified Components) or any
         Specified Component (other than any Principal Only Component), the
         amount, if any, by which the aggregate of the Class Interest Shortfalls
         for such Class or in respect of such Specified Component for prior
         Distribution Dates is in excess of the aggregate amounts distributed on
         prior Distribution Dates to Holders of such Class of Certificates or in
         respect of such Specified Component (or added to the Class Certificate
         Principal Balance of any Class of Accrual Certificates, or to the
         Component Principal Balance of any Accrual Component constituting a
         Specified Component) pursuant to Section 4.01(a)(ii), in the case of
         the Senior Certificates (other than any Class of Principal Only
         Certificates) and any Specified Component thereof (other than any
         Principal Only Component) and the Class S Certificates, Section
         4.01(a)(vi), in the case of the Class M Certificates, Section
         4.01(a)(ix), in the case of the Class B1 Certificates, Section
         4.01(a)(xii), in the case of the Class B2 Certificates, Section
         4.01(a)(xv), in the case of the Class B3 Certificates, Section
         4.01(a)(xviii), in the case of the Class B4 Certificates, and Section
         4.01(a)(xxi), in the case of the Class B5 Certificates. As to any Class
         of Certificates consisting of Specified Components and any Distribution
         Date, the sum of the Unpaid Class Interest Shortfalls for the Specified
         Components thereof on such date.

                  Voluntary Principal Prepayment: With respect to any
         Distribution Date, any prepayment of principal received from the
         related Mortgagor on a Mortgage Loan.

                  Voting Rights: The portion of the voting rights of all the
         Certificates that is allocated to any Certificate for purposes of the
         voting provisions of Section 10.01. At all times during the term of
         this Agreement, 99% of all Voting Rights shall be allocated to the
         Certificates other than the Class S Certificates, and 1% of all Voting
         Rights shall be allocated to the Class S Certificates. Voting Rights
         allocated to the Class S Certificates shall be allocated among the
         Certificates of such Class in proportion to their Notional Principal
         Balances. Voting Rights allocated to the other Classes of Certificates
         shall be allocated among such Classes (and among the Certificates
         within each such Class) in proportion to their Class Certificate
         Principal Balances (or Certificate Principal Balances), as the case may
         be.

                                   ARTICLE II

         CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

     Section 2.01. Conveyance of Mortgage Loans. (a) The Company, concurrently
with the execution and delivery of this Agreement, does hereby transfer, assign,
set-over and otherwise convey to the Trustee without recourse (except as
provided herein) all the right, title and interest of the Company in and to the
Mortgage Loans, including all interest and principal received by the Company on
or with respect to the Mortgage Loans (other than payments of principal and
interest due and payable on the Mortgage Loans on or before, and all Principal
Prepayments received on or before, the Cut-off Date). The Company acknowledges
it has sold all right, title and interest in and to the Mortgage Loans to the
Trustee to the extent provided above and that retention of record title of
Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only
and that the Company holds record title solely as custodian for the Trustee for
benefit of the Certificateholders. The Company agrees that it will take no
action inconsistent with ownership of the Mortgage Loans by the Trustee and will
not deliver any instrument of satisfaction or conveyance with respect to a
Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a
Mortgage Loan, except in accordance with the terms and the intent of this
Agreement.

     In addition, with respect to any Pledged Asset Mortgage Loan, the Company
does hereby transfer, assign, set-over and otherwise convey to the Trustee
without recourse (except as provided herein) (i) its rights as assignee under
any security agreements, pledge agreements or guarantees relating to the
Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its
security interest in and to any Additional Collateral, (iii) its right to
receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the
Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary
under the Surety Bond in respect of any Pledged Asset Mortgage Loan.

     (b) In connection with such transfer and assignment, the Company does
hereby deliver to the Trustee the following documents or instruments with
respect to:

          (1) Each Mortgage Loan (other than any Cooperative Loan or Designated
     Loan) so transferred and assigned:

               (i) The Mortgage Note, endorsed without recourse in blank by the
          Company, including all intervening endorsements showing a complete
          chain of endorsement from the originator to the Company; provided,
          however, that if such Mortgage Note is a Confirmatory Mortgage Note,
          such Confirmatory Mortgage Note may be payable directly to the Company
          or may show a complete chain of endorsement from the named payee to
          the Company;

               (ii) Any assumption and modification agreement;

               (iii) An assignment in recordable form (which may be included in
          a blanket assignment or assignments) of the Mortgage to the Trustee;
          and

          (2) Each Cooperative Loan (other than a Designated Loan) so
     transferred and assigned:

               (i) The Mortgage Note, endorsed without recourse in blank by the
          Company and showing an unbroken chain of endorsements from the
          originator to the Company; provided, however, that if such Mortgage
          Note is a Confirmatory Mortgage Note, such Confirmatory Mortgage Note
          may be payable directly to the Company or may show a complete chain of
          endorsement from the named payee to the Company;

               (ii) A counterpart of the Proprietary Lease and the Assignment of
          Proprietary Lease executed in blank or to the originator of the
          Cooperative Loan;

               (iii) The related Cooperative Stock Certificate, together with an
          undated stock power (or other similar instrument) executed in blank;

               (iv) A counterpart of the recognition agreement by the
          Cooperative of the interests of the mortgagee with respect to the
          related Cooperative Loan;

               (v) The Security Agreement;

               (vi) Copies of the original UCC-1 financing statement, and any
          continuation statements, filed by the originator of such Cooperative
          Loan as secured party, each with evidence of recording thereof,
          evidencing the interest of the originator in the Cooperative Stock and
          the Proprietary Lease;

               (vii) If applicable, copies of the UCC-3 assignments of the
          security interest described in clause (vi) above, sent to the
          appropriate public office for filing, showing an unbroken chain of
          title from the originator to the Company, evidencing the security
          interest of the originator in the Cooperative Stock and the
          Proprietary Lease;

               (viii) An executed assignment (which may be a blanket assignment
          for all Cooperative Loans) of the interest of the Company in the
          Security Agreement, Assignment of Proprietary Lease and the
          recognition agreement described in clause (iv) above, showing an
          unbroken chain of title from the originator to the Trustee; and

               (ix) A UCC-3 assignment from the Company to the Trustee of the
          security interest described in clause (vi) above, in form suitable for
          filing, otherwise complete except for filing information regarding the
          original UCC-1 if unavailable (which may be included in a blanket
          assignment to the Trustee).

     In instances where a completed assignment of the Mortgage in recordable
form cannot be delivered by the Company to the Trustee in accordance with
Section 2.01(b)(1)(iii) prior to or concurrently with the execution and delivery
of this Agreement, due to a delay in connection with recording of the Mortgage,
the Company may, in lieu of delivering the completed assignment in recordable
form, deliver to the Trustee the assignment in such form, otherwise complete
except for recording information.

          (3) With respect to each Designated Loan, the Company does hereby
     deliver to the Trustee the Designated Loan Closing Documents.

     (c) In connection with each Mortgage Loan transferred and assigned to the
Trustee, the Company shall deliver to the Trustee the following documents or
instruments as promptly as practicable, but in any event within 30 days, after
receipt by the Company of all such documents and instruments for all of the
outstanding Mortgage Loans:

               (1) the Mortgage with evidence of recording indicated thereon
          (other than with respect to a Cooperative Loan);

               (2) a copy of the title insurance policy (other than with respect
          to a Cooperative Loan);

               (3) with respect to any Mortgage that has been assigned to the
          Company, the related recorded intervening assignment or assignments of
          Mortgage, showing a complete chain of assignment from the originator
          to the Company (other than with respect to a Cooperative Loan); and

               (4) with respect to any Cooperative Loan that has been assigned
          to the Company, the related filed intervening UCC-3 financing
          statements (not previously delivered pursuant to Section
          2.01(b)(2)(vii)), showing a complete chain of assignment from the
          named originator to the Company.

Pending such delivery, the Company shall retain in its files (a) copies of the
documents described in clauses (1) and (3) of the preceding sentence, without
evidence of recording thereon, and (b) title insurance binders with respect to
the Mortgage Loans (other than with respect to a Cooperative Loan). The Company
shall also retain in its files the Primary Insurance Policy evidencing any
primary mortgage insurance relating to the Mortgage Loans during the period when
the related insurance is in force. (The copies of the Mortgage, intervening
assignments of Mortgage, if any, title insurance binder and the Primary
Insurance Policy, if any, described in the two preceding sentences are
collectively referred to herein as the "Document File" with respect to each
Mortgage Loan.) The Company shall advise the Trustee in writing if such delivery
to the Trustee shall not have occurred on or before the first anniversary of the
Closing Date. The Company shall promptly furnish to the Trustee the documents
included in the Document Files (other than any such documents previously
delivered to the Trustee as originals or copies) either (a) upon the written
request of the Trustee or (b) when the Company or the Trustee obtains actual
notice or knowledge of a Trigger Event. The Trustee shall have no obligation to
request delivery of the Document Files unless a Responsible Officer of the
Trustee has actual notice or knowledge of the occurrence of a Trigger Event.

     In the case of Mortgage Loans which have been prepaid in full after the
Cut-off Date and prior to the date of execution and delivery of this Agreement,
the Company, in lieu of delivering the above documents to the Trustee, herewith
delivers to the Trustee a certification of a Servicing Officer of the nature set
forth in Section 3.09.

     (d) The Company shall not be required to record the assignments of the
Mortgages referred to in Section 2.01(b)(1)(iii) or file the UCC-3 assignments
referred to in Section 2.01(b)(2)(ix) to the Trustee unless the Company or the
Trustee obtains actual notice or knowledge of the occurrence of any Trigger
Event; provided, however, that such recording or filing shall not be required if
the Company delivers to the Trustee a letter from each Rating Agency to the
effect that the failure to take such action will not cause such Rating Agency to
reduce or withdraw its then current ratings of the Certificates. The party
obtaining actual notice or knowledge of any of such events shall give the other
party prompt written notice thereof. For purposes of the foregoing (as well as
for purposes of determining whether the Company shall be required to deliver the
Document Files to the Trustee following the occurrence of a Trigger Event), the
Company shall be deemed to have knowledge of any such downgrading referred to in
the definition of Trigger Event if, in the exercise of reasonable diligence, the
Company has or should have had knowledge thereof. As promptly as practicable
subsequent to the Company's delivery or receipt of such written notice, as the
case may be, the Company shall insert the recording or filing information in the
assignments of the Mortgages or UCC-3 assignments to the Trustee and shall cause
the same to be recorded or filed, at the Company's expense, in the appropriate
public office for real property records or UCC financing statements, except that
the Company need not cause to be so completed and recorded any assignment of
mortgage which relates to a Mortgage Loan secured by property in a jurisdiction
under the laws of which, on the basis of an Opinion of Counsel reasonably
satisfactory to the Trustee and satisfactory to each Rating Agency (as evidenced
in writing), recordation of such assignment is not necessary to protect the
Trustee against discharge of such Mortgage Loan by the Company or any valid
assertion that any Person other than the Trustee has title to or any rights in
such Mortgage Loan. In the event that the Company fails or refuses to record or
file the assignment of Mortgages or UCC-3 financing statement in the
circumstances provided above, the Trustee shall record or cause to be recorded
or filed such assignment or UCC-3 financing statement at the expense of the
Company. In connection with any such recording or filing, the Company shall
furnish such documents as may be reasonably necessary to accomplish such
recording or filing. Notwithstanding the foregoing, at any time the Company may
record or file, or cause to be recorded or filed, the assignments of Mortgages
or UCC-3 financing statement at the expense of the Company.

     Section 2.02. Acceptance by Trustee. Subject to the examination hereinafter
provided, the Trustee acknowledges receipt of the Mortgage Notes, the
assignments of the Mortgages to the Trustee, the assumption and modification
agreements, if any, the documents specified in Section 2.01(b)(2) (subject to
any permitted delayed delivery of the documents described in Section
2.01(c)(4)), and the Designated Loan Closing Documents, if any, delivered
pursuant to Section 2.01, and declares that the Trustee holds and will hold such
documents and each other document delivered to it pursuant to Section 2.01 in
trust, upon the trusts herein set forth, for the use and benefit of all present
and future Certificateholders. The Trustee agrees, for the benefit of the
Certificateholders, to review each Mortgage File within 45 days after (i) the
execution and delivery of this Agreement, in the case of the Mortgage Notes, the
assignments of the Mortgages to the Trustee, the assumption and modification
agreements, if any, the documents specified in Section 2.01(b)(2) (subject to
any permitted delayed delivery of the documents described in Section
2.01(c)(4)), and the Designated Loan Closing Documents, if any, (ii) delivery to
the Trustee after the Closing Date of the Mortgage Notes and the assumption and
modification agreements, if any, with respect to each Designated Loan, and (iii)
delivery of the recorded Mortgages, title insurance policies, recorded
intervening assignments of Mortgage, if any, and filed intervening UCC-3
financing statements, if any, with respect to any Cooperative Loan to ascertain
that all required documents set forth in Section 2.01 have been executed,
received and recorded, if applicable, and that such documents relate to the
Mortgage Loans identified in Exhibit C hereto. In performing such examination,
the Trustee may conclusively assume the due execution and genuineness of any
such document and the genuineness of any signature thereon. It is understood
that the scope of the Trustee's examination of the Mortgage Files is limited
solely to confirming, after receipt of the documents listed in Section 2.01,
that such documents have been executed, received and recorded, if applicable,
and relate to the Mortgage Loans identified in Exhibit C to this Agreement. If
in the course of such review the Trustee finds (1) that any document required to
be delivered as aforesaid has not been delivered, or (2) any such document has
been mutilated, defaced or physically altered without the borrower's
authorization or approval, or (3) based upon its examination of such documents,
the information with respect to any Mortgage Loan set forth on Exhibit C is not
accurate, the Trustee shall promptly so notify the Company in writing, which
shall have a period of 60 days after receipt of such notice to correct or cure
any such defect. The Company hereby covenants and agrees that, if any such
material defect cannot be corrected or cured, the Company will on a Distribution
Date which is not later than the first Distribution Date which is more than ten
days after the end of such 60-day period repurchase the related Mortgage Loan
from the Trustee at the Purchase Price therefor or replace such Mortgage Loan
pursuant to Section 2.03(b); provided, however, that if the defect (or breach
pursuant to Section 2.03(a)) is one that, had it been discovered before the
Startup Day, would have prevented the Mortgage Loan from being a "qualified
mortgage" within the meaning of the REMIC Provisions, such defect or breach
shall be cured, or the related Mortgage Loan shall be repurchased or replaced,
on a Distribution Date which falls within 90 days of the date of discovery of
such defect or breach. The Purchase Price for the repurchased Mortgage Loan, or
any amount required in respect of a substitution pursuant to Section 2.03(b),
shall be deposited by the Company in the Certificate Account pursuant to Section
3.02(d) on the Business Day prior to the applicable Distribution Date and, upon
receipt by the Trustee of written notification of such deposit signed by a
Servicing Officer, the Trustee shall release or cause to be released to the
Company the related Mortgage File and shall execute and deliver or cause to be
executed and delivered such instruments of transfer or assignment, in each case
without recourse, as shall be necessary to vest in the Company any Mortgage Loan
released pursuant hereto. It is understood and agreed that the obligation of the
Company to repurchase or replace any Mortgage Loan as to which a material defect
in a constituent document exists shall constitute the sole remedy respecting
such defect available to Certificateholders or the Trustee on behalf of
Certificateholders.

     Upon receipt by the Trustee of the Mortgage Note with respect to a
Designated Loan that is not defective in accordance with the fifth sentence of
the preceding paragraph, the related Lost Note Affidavit delivered pursuant to
Section 2.01 shall be void and the Trustee shall return it to the Company.

     Section 2.03. Representations and Warranties of the Company; Mortgage Loan
Repurchase. (a) The Company hereby represents and warrants to the Trustee that:

               (i) The information set forth in Exhibit C hereto was true and
          correct in all material respects at the date or dates respecting which
          such information is furnished;

               (ii) As of the date of the initial issuance of the Certificates,
          other than with respect to Cooperative Loans, each Mortgage is a valid
          and enforceable first lien on the property securing the related
          Mortgage Note subject only to (a) the lien of current real property
          taxes and assessments, (b) covenants, conditions and restrictions,
          rights of way, easements and other matters of public record as of the
          date of recording of such Mortgage, such exceptions appearing of
          record being acceptable to mortgage lending institutions generally in
          the area wherein the property subject to the Mortgage is located or
          specifically reflected in the appraisal obtained in connection with
          the origination of the related Mortgage Loan obtained by the Company
          and (c) other matters to which like properties are commonly subject
          which do not materially interfere with the benefits of the security
          intended to be provided by such Mortgage;

               (iii) Immediately prior to the transfer and assignment herein
          contemplated, the Company had good title to, and was the sole owner
          of, each Mortgage Loan and all action had been taken to obtain good
          record title to each related Mortgage. Each Mortgage Loan has been
          transferred free and clear of any liens, claims and encumbrances;

               (iv) As of the date of the initial issuance of the Certificates,
          no payment of principal of or interest on or in respect of any
          Mortgage Loan is 30 or more days past due and none of the Mortgage
          Loans have been past due 30 or more days more than once during the
          preceding 12 months;

               (v) As of the date of the initial issuance of the Certificates,
          other than with respect to Cooperative Loans, there is no mechanics'
          lien or claim for work, labor or material affecting the premises
          subject to any Mortgage which is or may be a lien prior to, or equal
          or coordinate with, the lien of such Mortgage except those which are
          insured against by the title insurance policy referred to in (x)
          below;

               (vi) As of the date of the initial issuance of the Certificates,
          other than with respect to Cooperative Loans, there is no delinquent
          tax or assessment lien against the property subject to any Mortgage;

               (vii) As of the date of the initial issuance of the Certificates,
          there is no valid offset, defense or counterclaim to any Mortgage Note
          or Mortgage, including the obligation of the Mortgagor to pay the
          unpaid principal and interest on such Mortgage Note;

               (viii) As of the date of the initial issuance of the
          Certificates, the physical property subject to any Mortgage (or, in
          the case of a Cooperative Loan, the related Cooperative Apartment) is
          free of material damage and is in good repair;

               (ix) Each Mortgage Loan at the time it was made complied in all
          material respects with applicable state and federal laws, including,
          without limitation, usury, equal credit opportunity and disclosure
          laws;

               (x) Other than with respect to Cooperative Loans, a lender's
          title insurance policy or binder, or other assurance of title
          insurance customary in the relevant jurisdiction therefor was issued
          on the date of the origination of each Mortgage Loan and each such
          policy or binder is valid and remains in full force and effect;

               (xi) Each Mortgage Loan (other than a Pledged Asset Mortgage
          Loan) that had, as of the Cut-off Date, a Loan-to-Value Ratio of more
          than 80% is covered by a Primary Insurance Policy so long as its then
          outstanding principal amount exceeds 80% of the greater of (a) the
          Original Value and (b) the then current value of the related Mortgaged
          Property as evidenced by an appraisal thereof satisfactory to the
          Company, except to the extent such coverage may otherwise be
          terminable under applicable law. Each Primary Insurance Policy is
          issued by a private mortgage insurer acceptable to FNMA or FHLMC;

               (xii) Each Mortgage Note is payable on the first day of each
          month in self-amortizing monthly installments of principal and
          interest, with interest payable in arrears, over an original term of
          not more than the Designated Maturity;

               (xiii) Other than with respect to Cooperative Loans, the
          improvements on the Mortgaged Properties are insured against loss
          under a hazard insurance policy with extended coverage and conforming
          to the requirements of Section 3.06 hereof. As of the date of initial
          issuance of the Certificates, all such insurance policies are in full
          force and effect;

               (xiv) As to each condominium securing a Mortgage Loan or the
          related Mortgage Loan, (a) the related condominium is in a project
          that is on the FNMA or FHLMC approved list, (b) the related
          condominium is in a project that, upon submission of appropriate
          application, could be so approved by either FNMA or FHLMC, (c) the
          related Mortgage Loan meets the requirements for purchase by FNMA or
          FHLMC, (d) the related Mortgage Loan is of the type that could be
          approved for purchase by FNMA or FHLMC but for the principal balance
          of the related Mortgage Loan or the pre-sale requirements or (e) the
          related Mortgage Loan has been approved by a nationally recognized
          mortgage pool insurance company for coverage under a mortgage pool
          insurance policy issued by such insurer;

               (xv) Other than with respect to Cooperative Loans, no Mortgage
          Loan is secured by a leasehold interest in the related Mortgaged
          Property and each Mortgagor holds fee title to the related Mortgaged
          Property;

               (xvi) The Mortgage Loans and the Mortgaged Properties,
          individually and in the aggregate, conform in all material respects to
          the applicable descriptions thereof contained in the Prospectus;

               (xvii) All appraisals have been prepared substantially in
          accordance with the description contained under the caption "The
          Trusts -- The Mortgage Loans" in the Prospectus;

               (xviii) No selection procedures, other than those necessary to
          comply with the representations and warranties set forth herein or the
          description of the Mortgage Loans made in any disclosure document
          delivered to prospective investors in the Certificates, have been
          utilized in selecting the Mortgage Loans from the Company's portfolio
          which would be adverse to the interests of the Certificateholders;

               (xix) Other than with respect to Cooperative Loans, to the best
          of the Company's knowledge, at origination no improvement located on
          or being part of a Mortgaged Property was in violation of any
          applicable zoning and subdivision laws and ordinances;

               (xx) None of the Mortgage Loans is a temporary construction loan.
          With respect to any Mortgaged Property which constitutes new
          construction, the related construction has been completed
          substantially in accordance with the specifications therefor and any
          incomplete aspect of such construction shall not be material or
          interfere with the habitability or legal occupancy of the Mortgaged
          Property. Mortgage Loan amounts sufficient to effect any such
          completion are in escrow for release upon or in connection with such
          completion or a performance bond or completion bond is in place to
          provide funds for this purpose and such completion shall be
          accomplished within 120 days after weather conditions permit the
          commencement thereof;

               (xxi) As of the Closing Date, each Mortgage Loan is a "qualified
          mortgage" as defined in Section 860G(a)(3) of the Code;

               (xxii) As of the Closing Date, the Company possesses the Document
          File with respect to each Mortgage Loan, and, other than with respect
          to Cooperative Loans, the related Mortgages and intervening assignment
          or assignments of Mortgages, if any, have been delivered to a title
          insurance company for recording;

               (xxiii) With respect to each Mortgage Loan identified in Exhibit
          C as a Cooperative Loan:

                    (A) The Security Agreement creates a first lien in the stock
               ownership and leasehold rights associated with the related
               Cooperative Apartment;

                    (B) The lien created by the related Security Agreement is a
               valid, enforceable and subsisting first priority security
               interest in the related Cooperative Stock securing the related
               Mortgage Note, subject only to (a) liens of the Cooperative for
               unpaid assessments representing the Mortgagor's pro rata share of
               the Cooperative's payments for its blanket mortgage, current and
               future real property taxes, insurance premiums, maintenance fees
               and other assessments to which like collateral is commonly
               subject and (b) other matters to which like collateral is
               commonly subject which do not materially interfere with the
               benefits of the security intended to be provided by the Security
               Agreement. There are no liens against or security interest in the
               Cooperative Stock relating to such Cooperative Loan (except for
               unpaid maintenance, assessments and other amounts owed to the
               related Cooperative which individually or in the aggregate do not
               have a material adverse effect on such Cooperative Loan), which
               have priority over the Trustee's security interest in such
               Cooperative Stock;

                    (C) The Cooperative Stock that is pledged as security for
               the Mortgage Loan is held by a person as a "tenant-stockholder"
               within the meaning of section 216 of the Code, the related
               Cooperative that owns title to the related cooperative apartment
               building is a "cooperative housing corporation" within the
               meaning of section 216 of the Code, and such Cooperative is in
               material compliance with applicable federal, state and local laws
               which, if not complied with, could have a material adverse effect
               on the Mortgaged Property; and

                    (D) There is no prohibition against pledging the Cooperative
               Stock or assigning the Proprietary Lease; and

               (xxiv) With respect to each Mortgage Loan identified on Exhibit C
          as having been originated or acquired under the Company's Enhanced
          Streamlined Refinance program, the value of the related Mortgaged
          Property, as of the date of such origination or acquisition under the
          Company's Enhanced Streamlined Refinance program, is no less than the
          value thereof established at the time the mortgage loan that is the
          subject of the refinancing was originated.

     It is understood and agreed that the representations and warranties set
forth in this Section 2.03(a) shall survive delivery of the respective Mortgage
Files to the Trustee. Upon discovery by either the Company or the Trustee of a
breach of any of the foregoing representations and warranties which materially
and adversely affects the interests of the Certificateholders in the related
Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other. Subject to the following sentence, within 60 days of its
discovery or its receipt of notice of breach, or, with the prior written consent
of a Responsible Officer of the Trustee, such longer period specified in such
consent, the Company shall cure such breach in all material respects or shall
repurchase such Mortgage Loan from the Trustee or replace such Mortgage Loan
pursuant to Section 2.03(b). Any such repurchase by the Company shall be
accomplished in the manner set forth in Section 2.02, subject to the proviso of
the third-to-last sentence thereof, and at the Purchase Price. It is understood
and agreed that the obligation of the Company to repurchase or replace any
Mortgage Loan as to which a breach occurred and is continuing shall constitute
the sole remedy respecting such breach available to Certificateholders or the
Trustee on behalf of Certificateholders and such obligation of the Company to
repurchase or replace any such Mortgage Loan shall not be assumed by any Person
which may succeed the Company as servicer hereunder, but shall continue as an
obligation of the Company. Notwithstanding the preceding sentence, if a breach
of the representation and warranty of the Company contained in Section
2.03(a)(ix) occurs as a result of a violation of the federal Truth in Lending
Act, 15 U.S.C. ss. 1601 et seq., as amended ("TILA") or any state truth-in
lending or similar statute, and the Trustee or the Trust Fund is named as a
defendant in a TILA suit or a suit under any such statutes in respect of such
violation and liability in respect thereof is imposed upon the Trustee or the
Trust Fund as assignees of the related Mortgage Loan pursuant to Section 1641 of
TILA, or any analogous provision of any such statute, the Company shall
indemnify the Trustee and the Trust Fund from, and hold them harmless against,
any and all losses, liabilities, damages, claims or expenses (including
reasonable attorneys' fees) to which the Trustee and the Trust Fund, or either
of them, become subject pursuant to TILA or any such statute, insofar as such
losses, damages, claims or expenses (including reasonable attorneys' fees)
result from such violation. The Company's obligations under the preceding
sentence shall not impair or derogate from the Company's obligations to the
Trustee under Section 8.05.

     (b) If the Company is required to repurchase any Mortgage Loan pursuant to
Section 2.02 or 2.03(a), the Company may, at its option, within the applicable
time period specified in such respective Sections, remove such Defective
Mortgage Loan from the terms of this Agreement and substitute one or more other
mortgage loans for such Defective Mortgage Loan, in lieu of repurchasing such
Defective Mortgage Loan, provided that no such substitution shall occur more
than two years after the Closing Date. Any substitute Mortgage Loan shall (a)
have a Scheduled Principal Balance (together with that of any other Mortgage
Loan substituted for the same Defective Mortgage Loan) as of the first
Distribution Date following the month of substitution not in excess of the
Scheduled Principal Balance of the Defective Mortgage Loan as of such date (the
amount of any difference, plus one month's interest thereon at the respective
Net Mortgage Rate, to be deposited by the Company in the Certificate Account
pursuant to Section 2.02), (b) have a Mortgage Rate not less than, and not more
than one percentage point greater than, the Mortgage Rate of the Defective
Mortgage Loan, (c) have the same Net Mortgage Rate as the Defective Mortgage
Loan, (d) have a remaining term to stated maturity not later than, and not more
than one year less than, the remaining term to stated maturity of the Defective
Mortgage Loan, (e) be, in the reasonable determination of the Company, of the
same type, quality and character as the Defective Mortgage Loan as if the defect
or breach had not occurred, (f) have a ratio of its current principal amount to
its Original Value not greater than that of the removed Mortgage Loan and (g)
be, in the reasonable determination of the Company, in compliance with the
representations and warranties contained in Section 2.03(a), other than
subparagraph (xvi) thereof, as of the date of substitution.

     The Company shall amend the Mortgage Loan Schedule to reflect the
withdrawal of any Defective Mortgage Loan and the substitution of a substitute
Mortgage Loan therefor. Upon such amendment the Company shall be deemed to have
made as to such substitute Mortgage Loan the representations and warranties set
forth in Section 2.03(a), other than subparagraph (xvi) thereof, as of the date
of such substitution, which shall be continuing as long as any Certificate shall
be outstanding or this Agreement has not been terminated, and the remedies for
breach of any such representation or warranty shall be as set forth in Section
2.03(a). Upon such amendment, the Trustee shall review the Mortgage File
delivered to it relating to the substitute Mortgage Loan, within the time and in
the manner and with the remedies specified in Section 2.02, except that for
purposes of this Section 2.03(b) (other than the two-year period specified in
the first sentence of the preceding paragraph of this Section 2.03(b)), such
time shall be measured from the date of the applicable substitution.

     Section 2.04. Execution of Certificates. The Trustee has caused to be
executed, countersigned and delivered to or upon the order of the Company, in
exchange for the Mortgage Loans, the Certificates in authorized denominations
evidencing the entire ownership of the Trust Fund.

     Section 2.05. Designations under the REMIC Provisions. (a) The Company
hereby designates the Classes of Certificates identified in Section 5.01(b),
other than the Residual Certificate, as "regular interests," and the Class R
Certificate as the single class of "residual interest," in the REMIC established
hereunder for purposes of the REMIC Provisions. The assets of the REMIC
established hereunder will consist of the assets and rights specified in clauses
(i) though (viii) of the definition of the term Trust Fund, and any Rounding
Accounts.

     (b) The Closing Date will be the "Startup Day" for the REMIC established
hereunder for purposes of the REMIC Provisions.

     (c) The "tax matters person" with respect to the REMIC established
hereunder for purposes of the REMIC Provisions shall be (i) the Company, if the
Company is the owner of a Class R Certificate, or (ii) in any other case, the
beneficial owner of the Class R Certificate having the largest Percentage
Interest of such Class; provided, however, that such largest beneficial owner
and, to the extent relevant, each other holder of a Class R Certificate, by its
acceptance thereof irrevocably appoints the Company as its agent and
attorney-in-fact to act as "tax matters person" with respect to the REMIC
established hereunder for purposes of the REMIC Provisions.

     (d) The "latest possible maturity date" of the regular interests in the
REMIC established hereunder is the Latest Possible Maturity Date for purposes of
section 860G(a)(1) of the Code.

     (e) In the event that the Servicing Fee exceeds the amount reasonable for
such services (within the meaning of Treasury Regulation 1.860D-1(b)(1)(ii)),
the portion or portions of such fee that can be measured as a fixed number of
basis points on some or all of the Mortgage Loans and can be treated as one or
more stripped coupons within the meaning of Treasury Regulation
1.860D-1(b)(2)(iii) shall be treated as such stripped coupons and shall not be
treated as a REMIC asset.

                                  ARTICLE III

                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

     Section 3.01. Company to Act as Servicer. (a) It is intended that the REMIC
established hereunder shall constitute, and that the affairs of the REMIC shall
be conducted so as to qualify the Trust Fund (other than any collateral fund
established under the agreement referred to in Section 3.08(e)) as, a "real
estate mortgage investment conduit" as defined in and in accordance with the
REMIC Provisions. In furtherance of such intention, the Company covenants and
agrees that it shall act as agent (and the Company is hereby appointed to act as
agent) on behalf of the Trust Fund and the Holders of the Residual Certificates
and that in such capacity it shall:

          (i) prepare and file, or cause to be prepared and filed, in a timely
     manner, a U.S. Real Estate Mortgage Investment Conduit Income Tax Return
     (Form 1066) and prepare and file or cause to be prepared and filed with the
     Internal Revenue Service and applicable state or local tax authorities
     income tax or information returns for each taxable year with respect to the
     REMIC established hereunder, using the calendar year as the taxable year
     and the accrual method of accounting, containing such information and at
     the times and in the manner as may be required by the Code or state or
     local tax laws, regulations, or rules, and shall furnish or cause to be
     furnished to Certificateholders the schedules, statements or information at
     such times and in such manner as may be required thereby;

          (ii) within thirty days of the Closing Date, shall furnish or cause to
     be furnished to the Internal Revenue Service, on Form 8811 or as otherwise
     may be required by the Code, the name, title, address, and telephone number
     of the person that the holders of the Certificates may contact for tax
     information relating thereto (and the Company shall act as the
     representative of the REMIC established hereunder for this purpose),
     together with such additional information as may be required by such Form,
     and shall update such information at the time or times and in the manner
     required by the Code;

          (iii) make or cause to be made an election, on behalf of the REMIC
     established hereunder, to be treated as a REMIC, and make the appropriate
     designations, if applicable, in accordance with Section 2.05 hereof on the
     federal tax return of the Trust Fund for its first taxable year (and, if
     necessary, under applicable state law);

          (iv) prepare and forward, or cause to be prepared and forwarded, to
     the Certificateholders and to the Internal Revenue Service and, if
     necessary, state tax authorities, all information returns or reports, or
     furnish or cause to be furnished by telephone, mail, publication or other
     appropriate method such information, as and when required to be provided to
     them in accordance with the REMIC Provisions, including without limitation,
     the calculation of any original issue discount using the Prepayment
     Assumption Multiple;

          (v) provide information necessary for the computation of tax imposed
     on the transfer of a Residual Certificate to a Disqualified Organization,
     or an agent (including a broker, nominee or other middleman) of a
     Disqualified Organization, or a pass-through entity in which a Disqualified
     Organization is the record holder of an interest (the reasonable cost of
     computing and furnishing such information may be charged to the Person
     liable for such tax);

          (vi) use its best reasonable efforts to conduct the affairs of the
     REMIC established hereunder at all times that any Certificates are
     outstanding so as to maintain the status thereof as a REMIC under the REMIC
     Provisions;

          (vii) not knowingly or intentionally take any action or omit to take
     any action that would cause the termination of the REMIC status of the
     REMIC or that would subject the Trust Fund to tax;

          (viii) exercise reasonable care not to allow the creation of any
     "interests" in the REMIC within the meaning of section 860D(a)(2) of the
     Code other than the interests represented by the Classes of Certificates
     identified in Section 5.01(b);

          (ix) exercise reasonable care not to allow the occurrence of any
     "prohibited transactions" within the meaning of section 860F of the Code,
     unless the Company shall have provided an Opinion of Counsel to the Trustee
     that such occurrence would not (a) result in a taxable gain, (b) otherwise
     subject the Trust Fund to tax, or (c) cause any REMIC established hereunder
     to fail to qualify as a REMIC;

          (x) exercise reasonable care not to allow the Trust Fund to receive
     income from the performance of services or from assets not permitted under
     the REMIC Provisions to be held by a REMIC;

          (xi) pay the amount of any federal or state tax, including prohibited
     transaction taxes, taxes on certain contributions to the REMIC after the
     Startup Day, and taxes on net income from foreclosure property, imposed on
     the Trust Fund when and as the same shall be due and payable (but such
     obligation shall not prevent the Company or any other appropriate Person
     from contesting any such tax in appropriate proceedings and shall not
     prevent the Company from withholding payment of such tax, if permitted by
     law, pending the outcome of such proceedings);

          (xii) ensure that federal, state or local income tax or information
     returns shall be signed by the Trustee or such other person as may be
     required to sign such returns by the Code or state or local laws,
     regulations or rules; and

          (xiii) maintain such records relating to the REMIC established
     hereunder, including but not limited to the income, expenses, individual
     Mortgage Loans (including Mortgaged Property), other assets and liabilities
     thereof, and the fair market value and adjusted basis of the property of
     each determined at such intervals as may be required by the Code, as may be
     necessary to prepare the foregoing returns, schedules, statements or
     information.

     The Company shall be entitled to be reimbursed pursuant to Section 3.04 for
any federal income taxes paid by it pursuant to clause (xi) of the preceding
sentence, except to the extent that such taxes are imposed as a result of the
bad faith, misfeasance or negligence of the Company in the performance of its
obligations hereunder. With respect to any reimbursement of prohibited
transaction taxes, the Company shall inform the Trustee of the circumstances
under which such taxes were incurred.

     (b) The Company shall service and administer the Mortgage Loans and shall
have full power and authority, acting alone or through one or more Primary
Servicers, to do any and all things in connection with such servicing and
administration which it may deem necessary or desirable. Without limiting the
generality of the foregoing, the Company shall continue, and is hereby
authorized and empowered by the Trustee, to execute and deliver, or file, as
appropriate, on behalf of itself, the Certificateholders and the Trustee or any
of them, any and all continuation statements, termination statements,
instruments of satisfaction or cancellation, or of partial or full release or
discharge and all other comparable instruments, with respect to the Mortgage
Loans and with respect to the properties subject to the Mortgages. Without
limitation of the foregoing, if the Company in its individual capacity agrees to
refinance any Mortgage Loan upon the request of the related Mortgagor, the
Company, as servicer hereunder, may execute an instrument of assignment in
customary form to the Company in its individual capacity. In connection with any
such refinancing, the Trustee shall, upon certification of a Servicing Officer
to the effect that an amount equal to the principal balance of the related
Mortgage Loan together with accrued and unpaid interest thereon at the
applicable Net Mortgage Rate to the date of such certification has been credited
to the Mortgage Loan Payment Record, release the related Mortgage File to the
Company whereupon the Company may cancel the related Mortgage Note. Upon request
by the Company after the execution and delivery of this Agreement, the Trustee
shall furnish the Company with any powers of attorney and other documents
necessary or appropriate to enable the Company to carry out its servicing and
administrative duties hereunder. Except as otherwise provided herein, the
Company shall maintain servicing standards substantially equivalent to those
required for approval by FNMA or FHLMC. The Company shall not agree to any
modification of the material terms of any Mortgage Loan except as provided in
the second sentence of Section 3.02(a) and in Section 3.07. The Company shall
not release any portion of any Mortgaged Property from the lien of the related
Mortgage unless the related Mortgage Loan would be a "qualified mortgage" within
the meaning of the REMIC Provisions following such release.

     (c) [Intentionally Omitted.]

     (d) The relationship of the Company (and of any successor to the Company as
servicer under this Agreement) to the Trustee under this Agreement is intended
by the parties to be that of an independent contractor and not that of a joint
venturer, partner or agent.

     (e) All costs incurred by the Company in effecting the timely payment of
taxes and assessments on the properties subject to the Mortgage Loans shall not,
for the purpose of calculating monthly distributions to Certificateholders, be
added to the amount owing under the related Mortgage Loans, notwithstanding that
the terms of such Mortgage Loans so permit, and such costs shall be recoverable
by the Company to the extent permitted by Section 3.04. The Company shall
collect such amounts from the Mortgagor and shall credit the Mortgage Loan
Payment Record accordingly.

     (f) If the Company enters into a servicing agreement with any servicer (a
"Primary Servicer") pursuant to which such Primary Servicer shall directly
service certain Mortgage Loans and the Company shall perform master servicing
with respect thereto, the Company shall not be released from its obligations to
the Trustee and Certificateholders with respect to the servicing and
administration of the Mortgage Loans in accordance with the provisions of
Article III hereof and such obligations shall not be diminished by virtue of any
such servicing agreement or arrangement and the Company shall be obligated to
the same extent and under the same terms and conditions as if the Company alone
were servicing and administering the Mortgage Loans. Any amounts received by a
Primary Servicer in respect of a Mortgage Loan shall be deemed to have been
received by the Company whether or not actually received by it. Any servicing
agreement that may be entered into and any transactions or services relating to
the Mortgage Loans involving a Primary Servicer in its capacity as such shall be
deemed to be between the Company and the Primary Servicer alone, and the Trustee
and the Certificateholders shall have no claims, obligations, duties or
liabilities with respect thereto. Notwithstanding the foregoing, in the event
the Company has been removed as the servicer hereunder pursuant to Section 6.04
or Section 7.01, the Trustee or any successor servicer appointed pursuant to
Section 7.02 shall succeed to all of the Company's rights and interests (but not
to any obligations or liabilities of the Company arising prior to the date of
succession) under any servicing agreement with any Primary Servicer in respect
of the Mortgage Loans, subject to the limitation on the Trustee's
responsibilities under Section 7.02.

     (g) In no event shall any collateral fund established under the agreement
referred to in Section 3.08(e) constitute an asset of any REMIC established
hereunder.

     Section 3.02. Collection of Certain Mortgage Loan Payments; Mortgage Loan
Payment Record; Certificate ACCOUNT. (a) The Company shall make reasonable
efforts to collect all payments called for under the terms and provisions of the
Mortgage Loans, and shall, to the extent such procedures shall be consistent
with this Agreement, follow such collection procedures as it follows with
respect to mortgage loans comparable to the Mortgage Loans in its servicing
portfolio. Consistent with the foregoing, the Company may in its discretion (i)
waive any late payment charge or any assumption fees or other fees which may be
collected in the ordinary course of servicing such Mortgage Loan and (ii) if a
default on the Mortgage Loan has occurred or is reasonably foreseeable, arrange
at any time prior to foreclosure with a Mortgagor a schedule for the payment of
due and unpaid principal and interest for a period extending not longer than two
years after the date that such schedule is arranged. Any arrangement of the sort
described in clause (ii) above shall not affect the amount or timing of the
Company's obligation to make Monthly Advances with respect to any Mortgage Loan
which Monthly Advances shall be made pursuant to the original amortization
schedule applicable to such Mortgage Loan.

     (b) The Company shall establish and maintain a Mortgage Loan Payment Record
in which the following payments on and collections in respect of each Mortgage
Loan shall as promptly as practicable be credited by the Company for the account
of the Holders of the Certificates:

          (i) All payments on account of principal, including Principal
     Prepayments (other than (A) payments of principal due and payable on the
     Mortgage Loans on or before, and all Principal Prepayments received before,
     the Cut-off Date, (B) in the case of a substitute Mortgage Loan, payments
     of principal due and payable on such Mortgage Loan on or before the
     Determination Date in the month of substitution, and all Principal
     Prepayments received before the first day of the month of substitution, and
     (C) in the case of a replaced Mortgage Loan, payments of principal due and
     payable on such Mortgage Loan after the Determination Date in the month of
     substitution, and all Principal Prepayments received in the month of
     substitution);

          (ii) All payments (other than (A) those due and payable on or before
     the Cut-off Date, (B) in the case of a substitute Mortgage Loan, those due
     and payable on such Mortgage Loan on or before the Determination Date in
     the month of substitution, and (C) in the case of a replaced Mortgage Loan,
     those due and payable on such Mortgage Loan after the Determination Date in
     the month of substitution) on account of interest at the applicable Net
     Mortgage Rate on the Mortgage Loan received from the related Mortgagor,
     including any Buydown Funds applied with respect to interest at the
     applicable Net Mortgage Rate on any Buydown Mortgage Loan;

          (iii) All Liquidation Proceeds received by the Company with respect to
     such Mortgage Loan and the Purchase Price for any Mortgage Loan purchased
     by the Company pursuant to Sections 2.02, 2.03 and 3.16 (including any
     amounts received in respect of a substitution of a Mortgage Loan);

          (iv) All Insurance Proceeds (including, for this purpose, any amounts
     required to be credited by the Company pursuant to the last sentence of
     Section 3.06) received by the Company for the benefit of the Trust Fund,
     other than proceeds to be applied to the restoration or repair of the
     property subject to the related Mortgage or released, or to be released, to
     the related Mortgagor in accordance with the normal servicing procedures of
     the Company;

          (v) All REO Proceeds;

          (vi) All Unanticipated Recoveries; and

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

     The foregoing requirements respecting credits to the Mortgage Loan Payment
Record are exclusive, it being understood that, without limiting the generality
of the foregoing, the Company need not enter in the Mortgage Loan Payment Record
collections, Liquidation Proceeds or Insurance Proceeds in respect of Mortgage
Loans which have been previously released from the terms of this Agreement,
amounts representing fees or late charge penalties payable by Mortgagors, or
amounts received by the Company for the account of Mortgagors for application
towards the payment of taxes, insurance premiums, assessments and similar items.

     (c) Subject to subsection (e) below, until the Business Day prior to each
Distribution Date on which amounts are required to be transferred to the
Certificate Account pursuant to subsection (d) of this Section 3.02, the Company
may retain and commingle such amounts with its own funds and shall be entitled
to retain for its own account any gain or investment income thereon, and any
such investment income shall not be subject to any claim of the Trustee or
Certificateholders. To the extent that the Company realizes any net loss on any
such investments, the Company shall deposit in the Certificate Account an amount
equal to such net loss at the time the Company is required to deposit amounts in
the Certificate Account pursuant to subsection (d) of this section 3.02. Any
such deposit shall not increase the Company's obligation under said subsection
(d).

     (d) The Trustee shall establish and maintain with the Trustee in its
corporate trust department a single separate trust account designated in the
name of the Trustee for the benefit of the Holders of the Certificates issued
hereunder (the "Certificate Account") into which the Company shall transfer, not
later than 11:00 a.m. New York time on the Business Day prior to each
Distribution Date, an amount in next day funds equal to the sum of Available
Funds for such Distribution Date and any Unanticipated Recoveries received in
the calendar month preceding the month of such Distribution Date. If the Trustee
does not receive such transfer by 2:00 p.m. on such Business Day, it shall give
the Company written notice thereof.

     (e) If the Company or a Responsible Officer of the Trustee obtains actual
notice of or knowledge of the occurrence of either (x) any Trigger Event or (y)
the downgrade by S&P of General Electric Capital Corporation's short-term senior
unsecured debt rating below A-1+ then, notwithstanding subsection (c) above, the
Company shall promptly establish, and thereafter maintain, one or more Eligible
Accounts in the name of the Trustee and bearing a designation indicating that
amounts therein are held for the benefit of the Trustee and the
Certificateholders, into which the Company and any Primary Servicer shall
deposit within two Business Days after receipt, all amounts otherwise required
to be credited to the Mortgage Loan Payment Record pursuant to Section 3.02(b);
provided, however, that such action shall not be required if the Company
delivers to the Trustee a letter from each Rating Agency to the effect that the
failure to take such action will not cause such Rating Agency to withdraw or
reduce its then current ratings of the Certificates. All amounts so deposited
shall be held in trust for the benefit of Certificateholders. Amounts so
deposited may be invested at the written instruction of the Company in Permitted
Investments in the name of the Trustee maturing no later than the Business Day
preceding the Distribution Date following the date of such investment; provided,
however, that any such Permitted Investment which is an obligation of State
Street Bank and Trust Company, in its individual capacity and not in its
capacity as Trustee, may mature on such Distribution Date; and, provided
further, that no such Permitted Investment shall be sold before the maturity
thereof if the sale thereof would result in the realization of gain prior to
maturity unless the Company has obtained an Opinion of Counsel that such sale or
disposition will not cause the Trust Fund to be subject to the tax on prohibited
transactions under section 860F of the Code, or otherwise subject the Trust Fund
to tax or cause the REMIC established hereunder to fail to qualify as a REMIC.
The Trustee shall maintain physical possession of all Permitted Investments,
other than Permitted Investments maintained in book-entry form. The Company, as
servicer, shall be entitled to retain for its own account any gain or other
income from Permitted Investments, and neither the Trustee nor
Certificateholders shall have any right or claim with respect to such income.
The Company shall deposit an amount equal to any loss realized on any Permitted
Investment as soon as any such loss is realized. If the provisions in this
subsection (e) become operable, references in this Agreement to the Mortgage
Loan Payment Record and credits and debits to such Record shall be deemed to
refer to Eligible Accounts and transfers to and withdrawals from such Eligible
Accounts. Any action which may be necessary to establish the terms of an account
pursuant to this Section 3.02(e) may be taken by an amendment or supplement to
this Agreement or pursuant to a written order of the Company, which amendment,
supplement or order shall not require the consent of Certificateholders,
provided that the Company has delivered to the Trustee a letter from each Rating
Agency to the effect that such amendment, supplement or order will not cause
such Rating Agency to withdraw or reduce its then current ratings of the
Certificates.

     Section 3.03. Collection of Taxes, Assessments and Other Items. Other than
with respect to any Cooperative Loan, the Company shall establish and maintain
with one or more depository institutions one or more accounts into which it
shall deposit all collections of taxes, assessments, private mortgage or hazard
insurance premiums or comparable items for the account of the Mortgagors. As
servicer, the Company shall effect the timely payment of all such items for the
account of Mortgagors. Withdrawals from such account or accounts may be made
only to effect payment of taxes, assessments, private mortgage or standard
hazard insurance premiums or comparable items, to reimburse the Company out of
related collections for any payments made regarding taxes and assessments or for
any payments made pursuant to Section 3.05 regarding premiums on Primary
Insurance Policies and Section 3.06 regarding premiums on standard hazard
insurance policies, to refund to any Mortgagors any sums determined to be
overages, or to pay interest owed to Mortgagors to the extent required by law.

     Section 3.04. Permitted Debits to the Mortgage Loan Payment Record. The
Company (or any successor servicer pursuant to Section 7.02) may, from time to
time, make debits to the Mortgage Loan Payment Record for the following
purposes:

          (i) To reimburse the Company or the applicable Primary Servicer for
     Liquidation Expenses theretofore incurred in respect of any Mortgage Loan
     in an amount not to exceed the amount of the related Liquidation Proceeds
     credited to the Mortgage Loan Payment Record pursuant to Section
     3.02(b)(iii); provided that the Company or the applicable Primary Servicer
     shall not be entitled to reimbursement for Liquidation Expenses incurred
     after the initiation of foreclosure proceedings in respect of any Defaulted
     Mortgage Loan that is repurchased pursuant to Section 3.16;

          (ii) To reimburse the Company or the applicable Primary Servicer for
     Insured Expenses and amounts expended by it pursuant to Section 3.08 in
     good faith in connection with the restoration of property damaged by an
     Uninsured Cause, in an amount not to exceed the amount of the related
     Insurance Proceeds and Liquidation Proceeds (net of any debits pursuant to
     clause (i) above) and amounts representing proceeds of other insurance
     policies covering the property subject to the related Mortgage credited to
     the Mortgage Loan Payment Record pursuant to Section 3.02(b) (iii) and
     (iv);

          (iii) To reimburse the Company to the extent permitted by Sections
     3.01(a) and 6.04;

          (iv) To pay to the Company amounts received in respect of any
     Defective Mortgage Loan or Defaulted Mortgage Loan purchased by the Company
     to the extent that the distribution of any such amounts on the Distribution
     Date upon which the proceeds of such purchase are distributed would make
     the total amount distributed in respect of any such Mortgage Loan on such
     Distribution Date greater than the Purchase Price therefor, net of any
     unreimbursed Monthly Advances made by the Company;

          (v) To reimburse the Company (or the Trustee, as applicable) for
     Monthly Advances theretofore made in respect of any Mortgage Loan to the
     extent of late payments, REO Proceeds, Insurance Proceeds and Liquidation
     Proceeds in respect of such Mortgage Loan;

          (vi) To reimburse the Company from any Mortgagor payment of interest
     or other recovery with respect to a particular Mortgage Loan, to the extent
     not previously retained by the Company, for unpaid Servicing Fees with
     respect to such Mortgage Loan, subject to Section 3.08(d);

          (vii) To reimburse the Company (or the Trustee, as applicable) for any
     Nonrecoverable Advance (which right of reimbursement of the Trustee
     pursuant to this clause shall be prior to such right of the Company);

          (viii) To make transfers of funds to the Certificate Account pursuant
     to Section 3.02(d);

          (ix) To pay to the Company amounts received in respect of any Mortgage
     Loan purchased by the Company pursuant to Section 9.01 to the extent that
     the distribution of any such amounts on the final Distribution Date upon
     which the proceeds of such purchase are distributed would make the total
     amount distributed in respect of any such Mortgage Loan on such
     Distribution Date greater than the purchase price therefor specified in
     clause (x) of the first sentence of Section 9.01; and

          (x) To deduct any amount credited to the Mortgage Loan Payment Record
     in error.

     The Company shall keep and maintain separate accounting records, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of accounting for debits
to the Mortgage Loan Payment Record pursuant to clauses (i), (ii), (iv), (v) and
(vi) of this Section 3.04; provided, however, that it is understood and agreed
that the records of such accounting need not be retained by the Company for a
period longer than the five most recent fiscal years.

     Section 3.05. Maintenance of the Primary Insurance Policies. (a) The
Company shall not take any action which would result in non-coverage under any
applicable Primary Insurance Policy of any loss which, but for the actions of
the Company, would have been covered thereunder. To the extent coverage is
available, the Company shall keep or cause to be kept in full force and effect
each such Primary Insurance Policy until the principal balance of the related
Mortgage Note is 80% or less of the greater of (i) the related Original Value
and (ii) the then current value of the property underlying the related Mortgage
Note as evidenced by an appraisal thereof satisfactory to the Company; provided
that no such Primary Insurance Policy shall be kept in effect if doing so would
violate applicable law, including, without limitation, the Federal Homeowners
Protection Act of 1998. The Company shall not cancel or refuse to renew any such
Primary Insurance Policy applicable to a Mortgage Loan that is in effect at the
Closing Date and is required to be kept in force hereunder unless the
replacement Primary Insurance Policy for such canceled or non-renewed policy is
maintained with an insurer whose claims-paying ability is acceptable to each
Rating Agency for mortgage pass-through certificates having ratings equal to or
better than the ratings then assigned to the Certificates by such Rating Agency.
The Company agrees to effect the timely payment of the premium on each Primary
Insurance Policy, and such costs not otherwise recoverable shall be recoverable
by the Company from related Insurance Proceeds and Liquidation Proceeds pursuant
to Section 3.04.

     (b) In connection with its activities as administrator and servicer of the
Mortgage Loans, the Company agrees to present, on behalf of itself, the Trustee
and the Certificateholders, claims to the insurer under each Primary Insurance
Policy and, in this regard, to take such reasonable action as shall be necessary
to permit recovery under any Primary Insurance Policy respecting a related
defaulted Mortgage Loan. To the extent provided in Section 3.02(b), any amounts
collected by the Company under any Primary Insurance Policy in respect of the
Mortgage Loans (including, without limitation, a Mortgage Loan purchased by a
related insurer) shall be credited to the Mortgage Loan Payment Record.

     Section 3.06. Maintenance of Hazard Insurance. The Company shall cause to
be maintained for each Mortgage Loan, other than a Cooperative Loan, hazard
insurance with a standard mortgagee clause and with extended coverage in an
amount which is at least equal to the maximum insurable value of the
improvements securing such Mortgage Loan from time to time or the principal
balance owing on such Mortgage Loan from time to time, whichever is less. The
Company shall also maintain on property (other than Cooperative Apartments)
acquired upon foreclosure, or by deed in lieu of foreclosure, hazard insurance
with extended coverage in an amount which is at least equal to the lesser of (i)
the maximum insurable value from time to time of the improvements which are a
part of such property or (ii) the unpaid principal balance of such Mortgage Loan
at the time of such foreclosure or deed in lieu of foreclosure plus accrued
interest and the good-faith estimate of the Company of related Liquidation
Expenses to be incurred in connection therewith. To the extent provided in
Section 3.02(b)(iv), amounts collected by the Company under any such policies in
respect of the Mortgage Loans shall be credited to the Mortgage Loan Payment
Record. Such costs shall be recoverable by the Company pursuant to Sections 3.03
and 3.04. In cases in which property securing any Mortgage Loan other than a
Cooperative Loan is located in a federally designated flood area, the hazard
insurance to be maintained for such Mortgage Loan shall include flood insurance.
All such flood insurance shall be in such amounts as are required under
applicable guidelines of FNMA. The Company shall be under no obligation to
require that any Mortgagor maintain earthquake or other additional insurance and
shall be under no obligation itself to maintain any such additional insurance on
property acquired in respect of a Mortgage Loan, other than pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance. If the Company shall obtain and maintain a
blanket policy insuring against hazard losses on all of the Mortgage Loans
(whether or not including Cooperative Loans), it shall conclusively be deemed to
have satisfied its obligations as set forth in the first sentence of this
Section 3.06, it being understood and agreed that such policy may contain a
deductible clause, in which case the Company shall, in the event that there
shall not have been maintained on the related Mortgaged Property a policy
complying with the first sentence of this Section 3.06, and there shall have
been a loss which would have been covered by such policy, credit to the Mortgage
Loan Payment Record the amount not otherwise payable under the blanket policy
because of such deductible clause.

     Section 3.07. Assumption and Modification Agreements. (a) In any case in
which property subject to a Mortgage has been or is about to be conveyed by the
Mortgagor, the Company shall exercise its right to accelerate the maturity of
such Mortgage Loan under any "due-on-sale" clause applicable thereto, unless in
the reasonable discretion of the Company, such exercise would adversely affect
or jeopardize coverage under the related Primary Insurance Policy, if any;
provided, however, that if the Company is prevented, as provided in Section
3.07(b), from enforcing any such clause, the Company is authorized to make or
enter into an assumption and modification agreement from or with the Person to
whom such property has been or is about to be conveyed, pursuant to which such
Person becomes liable under the Mortgage Note and the Mortgagor remains liable
thereon. In connection with any such assumption and modification agreement, the
Company shall apply its then current underwriting standards to such Person. The
Company shall not make or enter into any such assumption and modification
agreement, however, unless (to the extent practicable in the circumstances) it
shall have received confirmation of the continued effectiveness of any
applicable Primary Insurance Policy and hazard insurance policy. The Company
shall notify the Trustee that any assumption and modification agreement has been
completed by forwarding to the Trustee the original copy thereof, which copy
shall be added by the Trustee to the related Mortgage File and shall, for all
purposes, be considered a part of such Mortgage File to the same extent as all
other documents and instruments constituting a part thereof. In connection with
any such agreement, the Mortgage Rate, mortgage term and any other material term
of such Mortgage Loan shall not be changed. Any fee collected by the Company for
entering into any such agreement will be retained by the Company as additional
servicing compensation.

     (b) Notwithstanding Section 3.07(a) or any other provision of this
Agreement, the Company shall not be deemed to be in default, breach or any other
violation of its obligations hereunder by reason of any assumption of a Mortgage
Loan, or transfer of the property subject to a Mortgage without the assumption
thereof, by operation of law or any assumption or transfer which the Company
reasonably believes it may be restricted by law from preventing, for any reason
whatsoever.

     Section 3.08. Realization Upon Defaulted Mortgage Loans. (a) The Company
shall foreclose upon or otherwise comparably convert the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.02. In connection with such foreclosure or other
conversion the Company shall, consistent with Section 3.05, follow such
practices and procedures as it shall deem necessary or advisable and as shall be
normal and usual in its general mortgage servicing activities. The foregoing is
subject to the proviso that the Company shall not be required to expend its own
funds in connection with any foreclosure or towards the restoration of any
property unless it shall determine (i) that such restoration or foreclosure will
increase the proceeds of liquidation of the Mortgage Loan to Certificateholders
after reimbursement to itself for such expenses and (ii) that such expenses will
be recoverable to it either through Liquidation Proceeds or Insurance Proceeds.
Notwithstanding the foregoing, the Company shall not be entitled to recover
legal expenses incurred in connection with foreclosure proceedings where the
Mortgage Loan is reinstated and such foreclosure proceedings are terminated
prior to completion, other than sums received from the Mortgagor for such
expenses.

     Notwithstanding anything to the contrary contained herein, the Company
shall be under no obligation to foreclose upon or otherwise convert the
ownership of any Mortgaged Property which it believes may be contaminated with
or affected by hazardous or toxic wastes, materials or substances. The Company
may, but shall not be obligated to, make such determination on the basis of a
Phase I environmental assessment with respect to the related Mortgaged Property.
Neither the Trustee nor the Company shall be liable to the Trust Fund or the
Certificateholders if, based on the Company's belief that such contamination or
effect exists, the Company does not foreclose upon or otherwise convert the
ownership of a Mortgaged Property. In addition, neither the Trustee nor the
Company shall be liable to the Trust Fund or the Certificateholders if, based on
the Company's belief that no such contamination or effect exists, the Company
forecloses upon a Mortgaged Property and the Trustee or its nominee on behalf of
the Trust Fund takes title to such Mortgaged Property, and thereafter such
Mortgaged Property is determined to be so contaminated or affected.

     (b) In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
shall be issued to the Trustee, or to its nominee on behalf of the Trust Fund.
Notwithstanding any such acquisition of title and cancellation of the related
Mortgage Loan, such Mortgage Loan shall (except for purposes of Section 9.01) be
considered to be an Outstanding Mortgage Loan until such time as the Mortgaged
Property shall be sold and such Mortgage Loan becomes a Liquidated Mortgage
Loan. Consistent with the foregoing, for purposes of all calculations hereunder
so long as such Mortgage Loan shall be considered to be an Outstanding Mortgage
Loan, it shall be assumed that the related Mortgage Note and its amortization
schedule in effect on and after such acquisition of title (after giving effect
to any previous Principal Prepayments and Deficient Valuations incurred
subsequent to the related Bankruptcy Coverage Termination Date and before any
adjustment thereto by reason of any bankruptcy (other than as aforesaid) or any
similar proceeding or any moratorium or similar waiver or grace period) remain
in effect (notwithstanding that the indebtedness evidenced by such Mortgage Note
shall have been discharged), subject to adjustment to reflect the application of
REO Proceeds received in any month. REO Proceeds received in any month shall be
applied to the payment of the installments of principal due and interest accrued
on the related REO Mortgage Loan in accordance with the terms of such Mortgage
Note. REO Proceeds received in any month in excess of the Amortization Payment
for such month due on any REO Mortgage Loan shall be treated as a Principal
Prepayment received in respect of such Mortgage Loan.

     (c) In the event that the Trust Fund acquires any Mortgaged Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Company shall dispose of such Mortgaged Property prior to the
close of the third calendar year after the year of its acquisition by the Trust
Fund unless (a) the Trustee shall have been supplied with an Opinion of Counsel
to the effect that the holding by the Trust Fund of such Mortgaged Property
subsequent to such period (and specifying the period beyond such period for
which the Mortgaged Property may be held) will not result in the imposition of
taxes on "prohibited transactions" of the Trust Fund as defined in section 860F
of the Code, or cause the REMIC established hereunder to fail to qualify as a
REMIC at any time that any Certificates are outstanding, in which case the Trust
Fund may continue to hold such Mortgaged Property (subject to any conditions
contained in such Opinion of Counsel), or (b) the Trustee (at the Company's
expense) or the Company shall have applied for, not later than 61 days prior to
the expiration of such period, an extension of such period in the manner
contemplated by section 856(e)(3) of the Code, in which case such period shall
be extended by the time period permitted by section 856(e)(3) of the Code.
Notwithstanding any other provision of this Agreement, no Mortgaged Property
acquired by the Trust Fund shall be rented (or allowed to continue to be rented)
or otherwise used for the production of income by or on behalf of the Trust Fund
or sold in such a manner or pursuant to any terms that would (i) cause such
Mortgaged Property to fail to qualify at any time as "foreclosure property"
within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust
Fund to the imposition of any federal or state income taxes on "net income from
foreclosure property" with respect to such Mortgaged Property within the meaning
of section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged
Property to result in the receipt by the Trust Fund of any income from
non-permitted assets as described in section 860F(a)(2)(B) of the Code, unless
the Company has agreed to indemnify and hold harmless the Trust Fund with
respect to the imposition of any such taxes.

     (d) Any collection of Insurance Proceeds or Liquidation Proceeds will be
applied in the following order of priority: first, to reimburse the Company for
any related unreimbursed Liquidation Expenses and to reimburse the Company or
the Trustee, as applicable, for any related unreimbursed Monthly Advances;
second, to accrued and unpaid interest on the Mortgage Loan at the Mortgage Rate
from the date to which interest was last paid or advanced to the Due Date prior
to the Distribution Date on which such amounts are to be distributed; and third,
as a recovery of principal of the Mortgage Loan. If the amount so allocated to
interest is less than the full amount of accrued and unpaid interest due on such
Mortgage Loan, the amount of such recovery will be allocated between the
Servicing Fee and interest at the Net Mortgage Rate in proportion to the amount
of such accrued interest which would have been allocated to each such category
in the absence of any shortfall.

     (e) Notwithstanding anything to the contrary contained herein, the Company
shall have the right to enter into an agreement substantially in the form of
Exhibit K hereto with any Person that is the Holder of 100% of the Class B5
Certificates (provided that such form may be revised to delete the option on the
part of such Person to purchase a defaulted Mortgage Loan as set forth in
Section 2.02(f) thereof). Prior to entering into any such agreement with any
Person, the Company shall obtain a certification from such Person to the effect
that (i) such Person is not an "affiliate" (within the meaning of the Prohibited
Transaction Exemption) of the Trustee and (ii) such Person will not purchase any
Certificates if such purchase would cause such Person to hold more than a ten
percent interest in the Mortgage Pool. It is understood that the right of the
Company to be reimbursed for Monthly Advances and Nonrecoverable Advances under
this Agreement shall not be affected in any way by the provisions of any such
agreement. The Trustee hereby agrees to perform such obligations as may be
expressly required of it pursuant to the provisions of such agreement and to
promptly notify each party to such agreement if a Responsible Officer of the
Trustee (with direct responsibility for administration of this Agreement)
becomes aware of any discussions, plans or events that might lead to the
Trustee's becoming an "affiliate" (within the meaning of the Prohibited
Transaction Exemption) of any Person with which the Company has entered into
such agreement, provided that the contents of any such notification shall be
kept confidential by the parties to such agreement. The Company agrees to
promptly notify the Trustee upon entering into any such agreement. In addition,
the Company shall provide the Trustee with such information as may be necessary
for the Trustee to perform its obligations thereunder, including written
instructions, clearly identifying the source, amount and application of funds to
be deposited or withdrawn from the Collateral Fund (as defined in such
agreement). The Trustee shall provide the Company with such information
concerning credits and debits to the Collateral Fund on account of income, gains
and losses realized from Collateral Fund Permitted Investments (as defined in
such agreement), and costs associated with the purchase and sale thereof, as the
Company may request in order to prepare the instructions described in the
preceding sentence.

     In addition, subject to the provisions of the preceding paragraph, the
Company shall have the right to enter into an agreement substantially in the
form of Exhibit K hereto with the Person that is the Holder of 100% of the Class
B4 Certificates, provided that (i) such Person is also the Holder of 100% of the
Class B5 Certificates, (ii) such Person shall have no rights under such
agreement until the date on which the Class Certificate Principal Balance of the
Class B5 Certificates has been reduced to zero, and (iii) any rights of such
Person under such agreement shall terminate in the event that such Person
transfers, directly or indirectly, the Class B4 Certificates to any other
Person.

     Section 3.09. Trustee to Cooperate; Release of Mortgage Files. Upon the
payment in full of any Mortgage Loan, the Company will immediately notify the
Trustee by a certification (which certification shall include a statement to the
effect that all amounts received in connection with such payment which are
required to be credited to the Mortgage Loan Payment Record pursuant to Section
3.02 have been so credited) of a Servicing Officer and shall request delivery to
it of the Mortgage File. If a Buydown Mortgage Loan is the subject of a
Principal Prepayment in full during the related Buydown Period, the related
Buydown Funds will be applied or returned to the Person entitled thereto in
accordance with the terms of such Buydown Mortgage Loan. Upon receipt of such
certification and request in form satisfactory to the Trustee, the Trustee shall
promptly, but in any event within five Business Days, release the related
Mortgage File to the Company; provided, that the Trustee shall not be
responsible for any delay in the release of a Mortgage File resulting from acts
beyond its control, including without limitation, acts of God, strikes,
lockouts, riots, acts of war or terrorism, epidemics, nationalization,
governmental regulations imposed after the fact, fire, communication line
failures, computer viruses, power failures, earthquakes or other disasters. Upon
any such payment in full, the Company is authorized to execute, pursuant to the
authorization contained in Section 3.01, an instrument of satisfaction regarding
such Mortgage, which instrument of satisfaction shall be recorded by the Company
if required by applicable law and be delivered to the Person entitled thereto,
it being understood and agreed that no expenses incurred in connection with such
instrument of satisfaction shall be reimbursed from amounts at the time credited
to the Mortgage Loan Payment Record. From time to time and as appropriate for
the servicing or foreclosure of any Mortgage Loan (including, without
limitation, collection under any Primary Insurance Policy), the Trustee shall,
upon request of the Company and delivery to the Trustee of a receipt signed by a
Servicing Officer, release the related Mortgage File to the Company and shall
execute such documents as shall be necessary to the prosecution of any such
proceedings. Such receipt shall obligate the Company to return the Mortgage File
to the Trustee when the need therefor by the Company no longer exists unless the
Mortgage Loan shall be liquidated, in which case, upon receipt of a certificate
of a Servicing Officer similar to that hereinabove specified, the receipt shall
be released by the Trustee to the Company.

     Section 3.10. Servicing Compensation; Payment of Certain Expenses by the
Company. (a) As compensation for its activities and obligations hereunder, the
Company shall be entitled to withhold and pay to itself out of each payment
received by it on account of interest on each Mortgage Loan (including the
portion of any Buydown Funds applied to the related Buydown Mortgage Loan for
the applicable period) an amount equal to the Servicing Fee. The aggregate of
the Servicing Fees payable to the Company on any Distribution Date shall be
reduced by the amount of any Compensating Interest Payment for such Distribution
Date. Additional servicing compensation in the form of Prepayment Interest
Excess, assumption fees, modification fees, late payment charges, interest
income or gain with respect to amounts deposited in the Certificate Account and
invested by the Company or otherwise shall be retained by the Company, subject
to Section 3.10(b), if applicable. The Company shall be required to pay all
expenses incurred by it in connection with its activities hereunder (including
payment of Trustee fees and all other fees and expenses not expressly stated
hereunder to be for the account of the Certificateholders) and shall not be
entitled to reimbursement therefor except as provided in Sections 3.01, 3.03,
3.04 and 3.08.

     (b) The Company may, as a condition to granting any request by a Mortgagor
for any consent, modification, waiver or amendment or any other matter or thing,
the granting of which is in the Company's discretion pursuant to the terms of
the instruments evidencing or securing the related Mortgage Loan and is
permitted by other sections of this Agreement, require (to the extent permitted
by applicable law) that such Mortgagor pay to it a reasonable or customary fee
in accordance with the schedule set forth as Exhibit H (which may be amended
from time to time by provision of a revised schedule of such fees to the
Trustee, whereupon such revised schedule shall be deemed to be Exhibit H
hereunder) for the additional services performed in connection with such
request, together with any related costs and expenses incurred by it. Such fees
shall be additional servicing compensation to the Company.

     Section 3.11. Reports to the Trustee. Not later than 15 days after each
Distribution Date, the Company shall forward to the Trustee a statement,
certified by a Servicing Officer, setting forth the status of the Mortgage Loan
Payment Record as of the close of business on such Distribution Date and
showing, for the period covered by such statement, the aggregate of credits to
the Mortgage Loan Payment Record for each category of credit specified in
Section 3.02 and each category of debit specified in Section 3.04.

     Section 3.12. Annual Statement as to Compliance. The Company will deliver
to the Trustee, on or before March 31 of each year, beginning with March 31,
2000, an Officer's Certificate stating that (a) a review of the activities of
the Company during the preceding calendar year and of its performance under this
Agreement has been made under such Officer's supervision and (b) to the best of
such Officer's knowledge, based on such review, the Company has fulfilled all
its material obligations under this Agreement throughout such year, or, if there
has been a default in the fulfillment of any such obligation, specifying each
such default known to such Officer and the nature and status thereof.

     Section 3.13. Annual Independent Public Accountants' Servicing Report. On
or before March 31 of each year, beginning with March 31, 2000, the Company
shall:

     (a) furnish to a firm of independent public accountants (which may also
render other services to the Company) a statement substantially to the effect
that the Company has complied in all material respects with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers (the "Minimum Servicing Standards") with respect to the
mortgage loans in the Company's servicing portfolio (which may exclude home
equity loans) or, if there has been material noncompliance with such servicing
standards, containing a description of such noncompliance; and

     (b) at its expense cause such firm of independent public accountants to
furnish a report to the Trustee stating its opinion as to the Company's
assertion contained in the statement delivered pursuant to Section 3.13(a),
which opinion shall be based on an examination conducted by such firm in
accordance with the standards established by the American Institute of Certified
Public Accountants, including examining, on a test basis, evidence about the
Company's compliance with the Minimum Servicing Standards. Such opinion shall be
to the effect that the Company has complied in all material respects with the
Minimum Servicing Standards with respect to the mortgage loan portfolio
described in the Company's statement delivered pursuant to Section 3.13(a)
hereof or if there has been material noncompliance with the Minimum Servicing
Standards, shall contain a description of such noncompliance in accordance with
applicable accounting standards. In rendering such report, such firm may rely,
as to matters relating to direct servicing of Mortgage Loans by any primary
servicer, upon comparable reports of independent public accountants with respect
to such primary servicer.

     Section 3.14. Access to Certain Documentation and Information Regarding the
Mortgage Loans. To the extent permitted by applicable law, the Company shall
provide to the Trustee, Certificateholders which are regulated insurance
entities and the applicable insurance regulatory agencies thereof,
Certificateholders which are federally insured savings and loan associations,
the Office of Thrift Supervision, the FDIC and the supervisory agents and
examiners thereof access to the documentation regarding the Mortgage Loans
required by applicable regulations of the Office of Thrift Supervision or of
such insurance regulatory agencies, as the case may be, such access being
afforded without charge but only upon reasonable request and during normal
business hours at the offices of the Company. Nothing in this Section 3.14 shall
derogate from the obligation of the Company to observe any applicable law
prohibiting disclosure of information regarding the Mortgagors and the failure
of the Company to provide access as provided in this Section 3.14 as a result of
such obligation shall not constitute a breach of this Section 3.14.

     Section 3.15. Maintenance of Certain Servicing Policies. The Company shall
during the term of its service as servicer maintain in force (i) a policy or
policies of insurance covering errors and omissions in the performance of its
obligations as servicer hereunder and (ii) a fidelity bond in respect of its
officers, employees or agents. Each such policy or policies and bond shall,
together, comply with the requirements from time to time of FNMA for persons
performing servicing for mortgage loans purchased by such association.

     Section 3.16. Optional Purchase of Defaulted Mortgage Loans. The Company
shall have the right, but not the obligation, to purchase any Defaulted Mortgage
Loan for a price equal to the Purchase Price therefor. Any such purchase shall
be accomplished as provided in Section 4.04(a) hereof.

                                   ARTICLE IV

                             PAYMENTS AND STATEMENTS

     Section 4.01. Distributions. (a) On each Distribution Date, the Trustee
shall withdraw the Available Funds from the Certificate Account and shall make
distributions to Holders of the Certificates as of the preceding Record Date in
the following order of priority, to the extent of the remaining Available Funds:

          (i) to each Class of Senior Certificates (other than any Class of
     Principal Only Certificates) and the Class S Certificates, the Accrued
     Certificate Interest thereon for such Distribution Date; provided, however,
     that any shortfall in available amounts shall be allocated among such
     Classes in proportion to the amount of Accrued Certificate Interest that
     would otherwise be distributable thereto;

          (ii) to each Class of Senior Certificates (other than any Class of
     Principal Only Certificates) and the Class S Certificates, any related
     Unpaid Class Interest Shortfall for such Distribution Date; provided,
     however, that any shortfall in available amounts shall be allocated among
     such Classes in proportion to the Unpaid Class Interest Shortfall for each
     such Class on such Distribution Date;

          (iii) to the Classes of Senior Certificates in reduction of the Class
     Certificate Principal Balances thereof, as set forth in the Senior
     Principal Priorities hereto; provided, however, that defined terms used in
     the Senior Principal Priorities shall have the meanings assigned thereto in
     Article I hereof;

          (iv) to the Class PO Certificates, any Class PO Deferred Amount for
     such Distribution Date, up to an amount not to exceed the Junior Optimal
     Principal Amount for such Distribution Date, until the Class Certificate
     Principal Balance of such Class has been reduced to zero; provided, that
     any such amounts distributed to the Class PO Certificates pursuant to this
     clause (iv) shall not reduce the Class Certificate Principal Balance
     thereof;

          (v) to the Class M Certificates, the Accrued Certificate Interest
     thereon for such Distribution Date;

          (vi) to the Class M Certificates, any Unpaid Class Interest Shortfall
     therefor on such Distribution Date;

          (vii) to the Class M Certificates, in reduction of the Class
     Certificate Principal Balance thereof, such Class's Allocable Share of the
     Junior Optimal Principal Amount on such Distribution Date;

          (viii) to the Class B1 Certificates, the Accrued Certificate Interest
     thereon for such Distribution Date;

          (ix) to the Class B1 Certificates, any Unpaid Class Interest Shortfall
     therefor on such Distribution Date;

          (x) to the Class B1 Certificates, in reduction of the Class
     Certificate Principal Balance thereof, such Class's Allocable Share of the
     Junior Optimal Principal Amount on such Distribution Date;

          (xi) to the Class B2 Certificates, the Accrued Certificate Interest
     thereon for such Distribution Date;

          (xii) to the Class B2 Certificates, any Unpaid Class Interest
     Shortfall therefor on such Distribution Date;

          (xiii) to the Class B2 Certificates, in reduction of the Class
     Certificate Principal Balance thereof, such Class's Allocable Share of the
     Junior Optimal Principal Amount on such Distribution Date;

          (xiv) to the Class B3 Certificates, the Accrued Certificate Interest
     thereon for such Distribution Date;

          (xv) to the Class B3 Certificates, any Unpaid Class Interest Shortfall
     therefor on such Distribution Date;

          (xvi) to the Class B3 Certificates, in reduction of the Class
     Certificate Principal Balance thereof, such Class's Allocable Share of the
     Junior Optimal Principal Amount on such Distribution Date;

          (xvii) to the Class B4 Certificates, the Accrued Certificate Interest
     thereon for such Distribution Date;

          (xviii) to the Class B4 Certificates, any Unpaid Class Interest
     Shortfall therefor on such Distribution Date;

          (xix) to the Class B4 Certificates, in reduction of the Class
     Certificate Principal Balance thereof, such Class's Allocable Share of the
     Junior Optimal Principal Amount on such Distribution Date;

          (xx) to the Class B5 Certificates, the Accrued Certificate Interest
     thereon for such Distribution Date;

          (xxi) to the Class B5 Certificates, any Unpaid Class Interest
     Shortfall therefor on such Distribution Date; and

          (xxii) to the Class B5 Certificates, in reduction of the Class
     Certificate Principal Balance thereof, such Class's Allocable Share of the
     Junior Optimal Principal Amount on such Distribution Date.

Notwithstanding the foregoing, amounts otherwise distributable pursuant to
clauses (vii), (x), (xiii), (xvi), (xix) and (xxii) on any Distribution Date
shall be reduced, in inverse order of priority, by any amount distributed
pursuant to clause (iv) on such date, such that such amount distributed pursuant
to clause (iv) on such date shall be applied first to reduce the amount
distributable pursuant to clause (xxii), and then, to the extent of any excess,
applied second, to reduce the amount distributable pursuant to clause (xix),
third, to reduce the amount distributable pursuant to clause (xvi), fourth, to
reduce the amount distributable pursuant to clause (xiii), fifth, to reduce the
amount distributable pursuant to clause (x) and sixth, to reduce the amount
distributable pursuant to clause (vii).

     (b) On each Distribution Date, the Trustee shall distribute to the holder
of the Class R Certificate any remaining Available Funds for such Distribution
Date after application of all amounts described in clause (a) of this Section
4.01, together with any Unanticipated Recoveries received by the Company in the
calendar month preceding the month of such Distribution Date and not distributed
on such Distribution Date to the holders of outstanding Certificates of any
other Class pursuant to Section 4.01(f), plus any amounts distributable to the
holder of the Class R Certificate pursuant to Sections 4.01(e). Any
distributions pursuant to this clause (b) shall not reduce the Class Certificate
Principal Balance of the Class R Certificate.

     (c) If on any Distribution Date the Class Certificate Principal Balances of
the Junior Certificates have each been reduced to zero, the amount distributable
to the Senior Certificates other than the Class PO Certificates pursuant to
Section 4.01(a)(iii) for such Distribution Date and each succeeding Distribution
Date shall be allocated among such Classes of Senior Certificates, pro rata, on
the basis of their respective Class Certificate Principal Balances immediately
prior to such Distribution Date, regardless of the priorities and amounts set
forth in Section 4.01(a)(iii).

     (d) If on any Distribution Date (i) the Class Certificate Principal Balance
of the Class M Certificates or any Class of Class B Certificates for which the
related Prepayment Distribution Trigger was satisfied on such Distribution Date
is reduced to zero and (ii) amounts distributable pursuant to clauses (ii), (iv)
and (v) of the Junior Optimal Principal Amount remain undistributed on such
Distribution Date after all amounts otherwise distributable on such date
pursuant to clauses (iv) through (xxii) of Section 4.01(a) have been
distributed, such amounts shall be distributed on such Distribution Date to the
remaining Classes of Junior Certificates in order of priority, such that no such
distribution shall be made to any Class of Junior Certificates while a prior
such Class is outstanding.

     (e) (i) On each Distribution Date prior to the Cross-Over Date,
distributions in reduction of the Class Certificate Principal Balances of any
Designated Retail Certificates will be made in accordance with the provisions of
Section 4.10.

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

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

     (f) In the event that in any calendar month the Company recovers an amount
(an "Unanticipated Recovery") in respect of principal of a Mortgage Loan which
had previously been allocated as a Realized Loss to any Class of Certificates
pursuant to Section 4.03, on the Distribution Date in the next succeeding
calendar month the Trustee shall withdraw from the Certificate Account and
distribute to the holders of each outstanding Class to which such Realized Loss
had previously been allocated its share (determined as described in the
succeeding paragraph) of such Unanticipated Recovery in an amount not to exceed
the amount of such Realized Loss previously allocated to such Class. When the
Class Certificate Principal Balance of a Class of Certificates has been reduced
to zero, the holders of such Class shall not be entitled to any share of an
Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among
all outstanding Classes of Certificates entitled thereto in accordance with the
preceding sentence, subject to the remainder of this subsection (f). In the
event that (i) any Unanticipated Recovery remains undistributed in accordance
with the preceding sentence or (ii) the amount of an Unanticipated Recovery
exceeds the amount of the Realized Loss previously allocated to any outstanding
Classes with respect to the related Mortgage Loan, on the applicable
Distribution Date the Trustee shall distribute to the holders of all outstanding
Classes of the related Certificates to which Realized Losses had previously been
allocated and not reimbursed their pro rata share (determined as described
below) of such excess in an amount not to exceed the aggregate amount of any
Realized Loss previously allocated to such Class with respect to any other
Mortgage Loan that has not been recovered in accordance with this subsection
(f). Any distributions made pursuant to this subsection (f) shall not reduce the
Class Certificate Principal Balance of the related Certificate.

     For purposes of the preceding paragraph, the share of an Unanticipated
Recovery allocable to any Class of Certificates with respect to a Mortgage Loan
shall be (i) with respect to the Class PO Certificates, based on the applicable
PO Percentage of the principal portion of the Realized Loss previously allocated
thereto with respect to such Mortgage Loan (or all Mortgage Loans for purposes
of the next to last sentence of the preceding paragraph), and (ii) with respect
to any other Class of Certificates, based on its pro rata share (in proportion
to the Class Certificate Principal Balances thereof with respect to such
Distribution Date) of the applicable Non-PO Percentage of the principal portion
of any such Realized Loss previously allocated with respect to such Mortgage
Loan (or Loans); provided, however, that (i) the share of an Unanticipated
Recovery allocable to a Class PO Certificate with respect to any Mortgage Loan
(or Loans) shall be reduced by the aggregate amount previously distributed to
such Class on account of the applicable Class PO Deferred Amount in respect of
such Mortgage Loan (or Loans) and (ii) the amount by which the distributions to
the Class PO Certificates have been so reduced shall be distributed to the
Classes of Certificates described in clause (ii) of the preceding paragraph in
the same proportion as described in such clause (ii). For purposes of the
preceding sentence, any Class PO Deferred Amount distributed to a Class PO
Certificate on previous Distribution Dates shall be deemed to have been
allocated in respect of the Mortgage Loans as to which the applicable PO
Percentage of the principal portion of Realized Losses has previously been
allocated to such Class on a pro rata basis (based on the amount of Realized
Losses so allocated).

     Section 4.02. Method of Distribution. (a) Except as set forth in Section
4.10 in respect of any Designated Retail Certificates, all distributions with
respect to each Class of Certificates on each Distribution Date shall be made
pro rata among the outstanding Certificates of such Class, based on the
Percentage Interest in such Class represented by each Certificate. Payments to
the Certificateholders on each Distribution Date will be made by the Trustee to
the Certificateholders of record on the related Record Date (other than as
provided in Section 9.01 respecting the final distribution) by check or money
order mailed to a Certificateholder at the address appearing in the Certificate
Register, or upon written request by such Certificateholder to the Trustee made
not later than the applicable Record Date, by wire transfer to a U.S. depository
institution acceptable to the Trustee, or by such other means of payment as such
Certificateholder and the Trustee shall agree.

     (b) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, which shall credit the amount of such distribution to
the accounts of its Depository Participants in accordance with its normal
procedures. Each Depository Participant shall be responsible for disbursing such
distribution to the Certificate Owners that it represents and to each Financial
Intermediary for which it acts as agent. Each Financial Intermediary shall be
responsible for disbursing funds to the Certificate Owners that it represents.
Except as otherwise provided in Section 4.10(g), the Depository shall be
responsible for the allocation of the aggregate amount of distributions in
reduction of the Class Certificate Principal Balances of any Class of Designated
Retail Certificates among the Depository Participants in accordance with Section
4.10, and each Depository Participant (and each respective Financial
Intermediary for which such Depository Participant acts as agent) shall be
responsible for the allocation of the amount allocated thereto among the related
Certificate Owners. All such credits and disbursements with respect to a
Book-Entry Certificate are to be made by the Depository and the Depository
Participants in accordance with the provisions of the applicable Certificates.
Neither the Trustee nor the Company shall have any responsibility therefor
except as otherwise provided by applicable law.

     (c) The Trustee shall withhold or cause to be withheld such amounts as it
reasonably determines are required by the Code (giving full effect to any
exemptions from withholding and related certifications required to be furnished
by Certificateholders or Certificate Owners and any reductions to withholding by
virtue of any bilateral tax treaties and any applicable certification required
to be furnished by Certificateholders or Certificate Owners with respect
thereto) from distributions to be made to Non-U.S. Persons. If the Trustee
reasonably determines that a more accurate determination of the amount required
to be withheld for a distribution can be made within a reasonable period after
the scheduled date for such distribution, it may hold such distribution in trust
for a holder of a Residual Certificate until such determination can be made. For
the purposes of this paragraph, a "Non-U.S. Person" is (i) an individual other
than a citizen or resident of the United States, (ii) a partnership, corporation
or entity treated as a partnership or corporation for U.S. federal income tax
purposes not formed under the laws of the United States, any state thereof or
the District of Columbia (unless, in the case of a partnership, Treasury
regulations provide otherwise), (iii) any estate, the income of which is not
subject to U.S. federal income taxation, regardless of source, and (iv) any
trust, other than a trust that a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more U.S. Persons have the authority to control all substantial decisions of the
trust.

     Section 4.03. Allocation of Losses. (a) On or prior to each Determination
Date, the Company shall determine the amount of any Realized Loss in respect of
each Mortgage Loan that occurred during the immediately preceding calendar
month.

     (b) With respect to any Distribution Date, the principal portion of each
Realized Loss (other than any Excess Loss) shall be allocated as follows:

          (i) the applicable PO Percentage of the principal portion of any such
     Realized Loss shall be allocated to the Class PO Certificates until the
     Class Certificate Principal Balance thereof has been reduced to zero; and

          (ii) the applicable Non-PO Percentage of the principal portion of any
     such Realized Loss shall be allocated in the following order of priority:

               first, to the Class B5 Certificates until the Class Certificate
          Principal Balance thereof has been reduced to zero;

               second, to the Class B4 Certificates until the Class Certificate
          Principal Balance thereof has been reduced to zero;

               third, to the Class B3 Certificates until the Class Certificate
          Principal Balance thereof has been reduced to zero;

               fourth, to the Class B2 Certificates until the Class Certificate
          Principal Balance thereof has been reduced to zero;

               fifth, to the Class B1 Certificates until the Class Certificate
          Principal Balance thereof has been reduced to zero;

               sixth, to the Class M Certificates until the Class Certificate
          Principal Balance thereof has been reduced to zero; and

               seventh, to the Classes of Senior Certificates other than the
          Class PO Certificates, pro rata, in accordance with their Class
          Certificate Principal Balances; provided, that any such loss allocated
          to any Class of Accrual Certificates (and any Accrual Component) shall
          be allocated (subject to Section 4.03(d)) on the basis of the lesser
          of (x) the Class Certificate Principal Balance (or Component Principal
          Balance) thereof immediately prior to the applicable Distribution Date
          and (y) the Class Certificate Principal Balance (or Component
          Principal Balance) thereof on the Closing Date (as reduced by any
          Realized Losses previously allocated thereto).

     (c) With respect to any Distribution Date, the principal portion of any
Excess Loss (other than Excess Bankruptcy Losses attributable to Debt Service
Reductions) shall be allocated as follows: (1) the PO Percentage of any such
loss shall be allocated to the Class PO Certificates, and (2) the Non-PO
Percentage of any such loss shall be allocated to each Class of Certificates
other than the Class PO Certificates, pro rata, based on the respective Class
Certificate Principal Balances thereof; provided, that any such loss allocated
to any Class of Accrual Certificates (and any Accrual Component) shall be
allocated (subject to Section 4.03(d)) on the basis of the lesser of (x) the
Class Certificate Principal Balance (or Component Principal Balance) thereof
immediately prior to the applicable Distribution Date and (y) the Class
Certificate Principal Balance (or Component Principal Balance) thereof on the
Closing Date (as reduced by any Realized Losses previously allocated thereto).

     (d) Any Realized Losses allocated to a Class of Certificates pursuant to
Section 4.03(b) or (c) shall be allocated among the Certificates of such Class
in proportion to their respective Certificate Principal Balances. In addition,
any Realized Losses allocated to any Class of Component Certificates on a
Distribution Date shall be allocated in reduction of the Component Principal
Balances of the related Components (other than any Notional Component) in
proportion to their respective Component Principal Balances immediately prior to
such Distribution Date. Any allocation of Realized Losses pursuant to this
paragraph (d) shall be accomplished by reducing the Certificate Principal
Balance (or, in the case of any Component, the Component Principal Balance) of
the related Certificates (or Components) on the related Distribution Date in
accordance with Section 4.03(e).

     (e) Realized Losses allocated in accordance with this Section 4.03 shall be
allocated on the Distribution Date in the month following the month in which
such loss was incurred and, in the case of the principal portion thereof, after
giving effect to distributions made on such Distribution Date, except that the
aggregate amount of Realized Losses to be allocated to the Class PO Certificates
on such Distribution Date will be taken into account in determining
distributions in respect of any Class PO Deferred Amount for such date.

     (f) On each Distribution Date, the Company shall determine the Subordinate
Certificate Writedown Amount, if any. Any such Subordinate Certificate Writedown
Amount shall effect, without duplication of any other provision in this Section
4.03 that provides for a reduction in the Certificate Principal Balance of the
Subordinate Certificates, a corresponding reduction in the Certificate Principal
Balance of the Subordinate Certificates, which reduction shall occur on such
Distribution Date after giving effect to distributions made on such Distribution
Date.

     (g) Notwithstanding the foregoing, no such allocation of any Realized Loss
shall be made on a Distribution Date to a Class of Certificates to the extent
that such allocation would result in the reduction of the aggregate Certificate
Principal Balances of all the Certificates as of such Distribution Date, after
giving effect to all distributions and prior allocations of Realized Losses on
such date, to an amount less than the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the first day of the month of such Distribution Date,
less any Deficient Valuations occurring on or prior to the Bankruptcy Coverage
Termination Date (such limitation, the "Loss Allocation Limitation").

     Section 4.04. Monthly Advances; Purchases of Defaulted Mortgage Loans. (a)
The Company shall be required to make Monthly Advances in the manner and to the
extent provided herein. Prior to the close of business on each Determination
Date, the Company shall determine (i) the amount of the Monthly Advance which it
is required to make on the related Distribution Date and (ii) whether it has
elected to purchase any Defaulted Mortgage Loan or Loans on such Distribution
Date. If the Company so elects to purchase any Defaulted Mortgage Loans (or is
required to purchase any Mortgage Loan pursuant to Section 2.02 or 2.03(a)), no
Monthly Advance shall be required with respect thereto for the month in which
such purchase occurs. The Company shall include information as to each of such
determinations in the Servicer's Certificate furnished by it to the Trustee in
accordance with Section 4.06 and shall be obligated to transfer to the
Certificate Account pursuant to Section 3.02(d) on or before 11:00 a.m. New York
time on the Business Day next preceding the following Distribution Date in
next-day funds the respective amounts applicable to such determinations
appearing in such Servicer's Certificate. Upon receipt by the Trustee of written
notification signed by a Servicing Officer of any such deposit relating to the
purchase by the Company of such a Mortgage Loan, the Trustee shall release to
the Company the related Mortgage File and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in the Company any Mortgage Loan released pursuant hereto.

     (b) In the event that the Company transfers or expects to transfer less
than the Available Funds required to be deposited by it pursuant to Section
3.02(d), the Company shall so notify the Trustee no later than 9:00 a.m. on the
Business Day preceding the related Distribution Date, and the amount so
transferred, if any, shall be deemed to have been transferred first pursuant to
clause (i) of the definition of Available Funds, second pursuant to clause (iii)
of the definition of Available Funds, and third pursuant to clause (ii) of the
definition of Available Funds. Such notice shall specify each Mortgage Loan
delinquent as of the preceding Determination Date. In such event, the Trustee
shall make any Monthly Advance required to be made hereunder, in the manner and
to the extent required; provided, the Trustee shall not be so obligated if
prohibited by applicable law.

     (c) In the event that the Company is succeeded hereunder as servicer, the
obligation to make Monthly Advances in the manner and to the extent required by
Section 4.04(a) shall be assumed by the successor servicer (subject to Section
7.02).

     Section 4.05. Statements to Certificateholders. Each month, at least two
Business Days prior to each Distribution Date, the Company shall deliver to the
Trustee a statement (each, a "Distribution Date Statement") substantially in the
form of Exhibit J hereto. On the first two Distribution Dates immediately
following the Closing Date, the Trustee shall mail to each Certificateholder the
related Distribution Date Statement. Beginning on the second (or on any
succeeding) Distribution Date immediately following the Closing Date, the
Trustee may provide a notice that future Distribution Date Statements shall be
made available on the Trustee's website maintained on the internet; such notice
shall (a) specify the Trustee's website address, and (b) provide for any
Certificateholder to request any future Distribution Date Statement(s) to be
mailed to such requesting Certificateholder. If on the third (or on any
succeeding) Distribution Date immediately following the Closing Date the Trustee
elects to make available such Distribution Date Statements on the Trustee's
website maintained on the internet, on each Distribution Date the Trustee shall
(y) make such Distribution Date Statements available on the Trustee's website,
and (z) mail the applicable Distribution Date Statement to any such
Certificateholder who so requests or has previously so requested. In addition,
the Trustee shall promptly notify the Certificateholders of any changes in the
internet address of the Trustee's website. If on any Distribution Date the
Trustee is unable to make or otherwise determines not to make the applicable
Distribution Date Statement available on the Trustee's website, then the Trustee
shall mail such Distribution Date Statement to each Certificateholder on such
Distribution Date. Each Distribution Date Statement shall set forth:

          (i) The amount of such distribution to the Certificateholders of each
     Class (and in respect of any Component), other than any Notional
     Certificates (and any Notional Component), allocable to principal,
     separately identifying the aggregate amount of any Principal Prepayments
     included therein (including, for this purpose, the Scheduled Principal
     Balances of all Defaulted Mortgage Loans and Defective Mortgage Loans
     purchased pursuant to Section 2.02, 2.03(b) or 3.16, respectively, and any
     amounts deposited pursuant to Section 2.03(b) in connection with the
     substitution of any Mortgage Loans pursuant to Section 2.02 or 2.03(a), the
     proceeds of which purchases or substitutions are being distributed on such
     Distribution Date);

          (ii) The amount of such distribution to the Certificateholders of each
     Class (other than any Class of Principal Only Certificates) allocable to
     interest, including any Accrual Amount added to the Class Certificate
     Principal Balance or Component Principal Balance of any Class of Accrual
     Certificates or any Accrual Components;

          (iii) The amount of servicing compensation paid to the Company during
     the month preceding the month of distribution in respect of the Mortgage
     Loans and such other customary information as the Company deems necessary
     or desirable to enable Certificateholders to prepare their tax returns;

          (iv) The Pool Scheduled Principal Balance and the aggregate number of
     the Mortgage Loans on the preceding Due Date after giving effect to all
     distributions allocable to principal made on such Distribution Date;

          (v) The Class Certificate Principal Balance (or Notional Principal
     Balance) of each Class, the Component Principal Balance of each Component
     and the Certificate Principal Balance (or Notional Principal Balance) of a
     Single Certificate of each Class after giving effect to (i) all
     distributions allocable to principal (or reductions in the Notional
     Principal Balance, in the case of the Notional Certificates, or the
     addition of any Accrual Amount, in the case of any Class of Accrual
     Certificates) made on such Distribution Date and (ii) the allocation of any
     Realized Losses and any Subordinate Certificate Writedown Amount for such
     Distribution Date;

          (vi) The Pay-out Rate applicable to each Class of Certificates;

          (vii) The book value and unpaid principal balance of any real estate
     acquired on behalf of Certificateholders through foreclosure, or grant of a
     deed in lieu of foreclosure or otherwise, of any REO Mortgage Loan, and the
     number of the related Mortgage Loans;

          (viii) The aggregate Scheduled Principal Balances and number of
     Mortgage Loans which, as of the close of business on the last day of the
     month preceding the related Distribution Date, were (a) delinquent as to a
     total of (x) 30-59 days, (y) 60-89 days and (z) 90 days or more, and (b) in
     foreclosure;

          (ix) The Scheduled Principal Balance of any Mortgage Loan replaced
     pursuant to Section 2.03(b);

          (x) The Certificate Interest Rates of any LIBOR Certificates, any COFI
     Certificates and the Class S Certificates applicable to the Interest
     Accrual Period relating to such Distribution Date and such Class;

          (xi) The Senior Percentage and the Junior Percentage for such
     Distribution Date;

          (xii) The Senior Prepayment Percentage and the Junior Prepayment
     Percentage for such Distribution Date; and

          (xiii) The amount of such distribution to the Certificateholders of
     each Class allocable to Unanticipated Recoveries.

     In the case of information furnished pursuant to clauses (i) through (iii)
above, the amounts shall be expressed as a dollar amount per Single Certificate.

     In connection with any proposed transfer of a Certificate that is purported
to be made in reliance on Rule 144A under the Securities Act, the Company shall
be responsible for furnishing such information as may be required thereunder to
a proposed transferee. In furtherance of the Company's obligations hereunder,
the Company hereby instructs the Trustee, at the Company's expense and on its
behalf, and the Trustee agrees, to promptly make available to the proposed
transferee, upon request of the holder, (i) all statements furnished or made
available to Certificateholders pursuant to this Section 4.05 on previous
Distribution Dates, (ii) all certificates furnished to the Trustee pursuant to
Section 4.06 in prior months, (iii) Officer's Certificates furnished to the
Trustee pursuant to Section 3.12 for the two years preceding such request, (iv)
reports of independent accountants furnished to the Trustee pursuant to Section
3.13 for the two years preceding such request, (v) a copy of the Private
Placement Memorandum relating to such Certificate, together with any amendments
or supplements thereto issued by the Company, which may be accompanied by a
legend to the effect that the information contained in the Private Placement
Memorandum and any amendment or supplement thereto is current only as of its
date and the delivery thereof does not create an implication that such
information is correct as of any subsequent date of delivery (it being
understood that the Company has no obligation hereunder to update or supplement
the Private Placement Memorandum unless otherwise required pursuant to Rule
144A(d)(4)) (which copy and legend shall be furnished to the Trustee by the
Company), and (vi) the Company's Current Report on Form 8-K, dated the Closing
Date, relating to the Mortgage Loans; provided, however, that the Trustee shall
in no event be required to make available such statements or certificates
pursuant to clauses (i) and (ii) above relating to Distribution Dates occurring
more than twenty-four months preceding the month in which such request was
received; provided, further, however, that notwithstanding the Trustee's
agreement as aforesaid to provide such materials to a proposed transferee, the
Trustee does not assume, and shall not thereby be deemed to have assumed, any
responsibility for compliance by the Company with Rule 144A (subject to the
Trustee's agreement set forth in the second sentence of this paragraph) and
shall be entitled to include a notice with such statements or certificates to
the effect that such materials have not been prepared or assembled by the
Trustee and that the Trustee assumes no responsibility for the adequacy,
sufficiency or contents thereof. In connection with any such proposed transfer,
the Company shall make available to the proposed holder, at the request of the
related transferor, such additional information, if any, as may be required to
be delivered pursuant to Rule 144A(d)(4).

     Section 4.06. Servicer's Certificate. Each month, not later than the second
Business Day next preceding each Distribution Date, the Company shall deliver to
the Trustee a completed Servicer's Certificate.

     Section 4.07. Reports of Foreclosures and Abandonments of Mortgaged
Property. The Trustee (or the Company on behalf of the Trustee) shall, in each
year beginning after 1999, make the reports of foreclosures and abandonments of
any Mortgaged Property as required by section 6050J of the Code. In order to
facilitate this reporting process, the Company, on or before January 15th of
each year, shall provide to the Trustee reports relating to each instance
occurring during the previous calendar year in which the Company (i) on behalf
of the Trustee acquires an interest in a Mortgaged Property through foreclosure
or other comparable conversion in full or partial satisfaction of a Mortgage
Loan, or (ii) knows or has reason to know that a Mortgaged Property has been
abandoned. Reports from the Company shall be in form and substance sufficient to
meet the reporting requirements imposed by section 6050J of the Code.

     Section 4.08. Reduction of Servicing Fees by Compensating Interest
Payments. The aggregate amount of the Servicing Fees subject to retention by the
Company as servicer in respect of any Distribution Date shall be reduced by the
amount of any Compensating Interest Payment for such Distribution Date.

     Section 4.09. Surety Bond. (a) If a Required Surety Payment is payable
pursuant to the Surety Bond with respect to any Pledged Asset Mortgage Loan, the
Company shall so notify the Trustee as soon as reasonably practicable and shall,
on behalf of the Trustee for the benefit of the Certificateholders, promptly
complete the notice in the form of Attachment 1 to the Surety Bond and shall
promptly submit such notice to the Surety as a claim for a Required Surety
Payment.

     (b) Upon receipt of a Required Surety Payment from the Surety on behalf of
the Certificateholders, the Company shall promptly credit such amount to the
Mortgage Loan Payment Record.

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

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

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

     Thereafter, distributions in respect of such Class submitted on behalf of
each Deceased Holder will be made as provided in clause (i) above up to a second
$100,000 per request and distributions in respect of such Class submitted on
behalf of each Living Holder will be made as provided in clause (ii) above up to
a second $10,000 per request. This sequence of priorities will be repeated until
all such requests have been honored to the extent of amounts available for
distribution in reduction of the Class Certificate Principal Balance of such
Class of Designated Retail Certificates.

     Principal Distribution Requests presented on behalf of Deceased Holders in
accordance with the provisions of clause (i) above will be accepted in the order
of their receipt by the Depository. Principal Distribution Requests presented in
accordance with the provisions of clause (ii) above will be accepted in the
order of their receipt by the Depository after all requests presented in
accordance with clause (i) have been honored. All Principal Distribution
Requests with respect to any Distribution Date shall be made in accordance with
Section 4.10(c) below and must be received by the Depository no later than the
close of business on the related Record Date. Principal Distribution Requests
that are received by the Depository after the related Record Date and requests,
in either case, for distributions timely received but not accepted with respect
to any Distribution Date, will be treated as Principal Distribution Requests on
the next succeeding Distribution Date, and each succeeding Distribution Date
thereafter, until each such request is accepted or is withdrawn as provided in
Section 4.10(c). Requests on behalf of Deceased Holders that are not so
withdrawn shall retain their order of priority, all in accordance with the
procedures of the Depository and the Trustee. Upon the transfer of beneficial
ownership of any Designated Retail Certificate, any Principal Distribution
Request previously submitted with respect to such Certificate will be deemed to
have been withdrawn only upon the receipt by the Trustee of notification of such
withdrawal using a form required by the Depository.

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

     (b) A "Deceased Holder" is a beneficial owner of a Designated Retail
Certificate who was living at the time such interest was acquired and whose
authorized personal representative, surviving tenant by the entirety, surviving
joint tenant or surviving tenant in common or other Person empowered to act on
behalf of such beneficial owner upon his or her death, causes to be furnished to
the Trustee a certified copy of the death certificate of such Deceased Holder,
evidence of such person's status as an authorized representative of the Deceased
Holder, such as surviving tenant (whether by the entirety, joint tenancy or
tenancy in common), which evidence shall be satisfactory to the Trustee, and any
additional evidence of death required by and satisfactory to the Trustee and any
tax waivers requested by the Trustee. Designated Retail Certificates
beneficially owned by tenants by the entirety, joint tenants or tenants in
common will be considered to be beneficially owned by a single owner. The death
of a tenant by the entirety, joint tenant or tenant in common will be deemed to
be the death of the beneficial owner, and any Designated Retail Certificates so
beneficially owned will be eligible for priority with respect to distributions
in reduction of the Class Certificate Principal Balance of such Class of
Certificates, subject to the limitations contained in this Section 4.10.
Designated Retail Certificates beneficially owned by a trust will be considered
to be beneficially owned by each beneficiary of the trust to the extent of such
beneficiary's beneficial interest therein, but in no event will a trust's
beneficiaries collectively be deemed to be beneficial owners of a number of
individual Designated Retail Certificates greater than the number of individual
Designated Retail Certificates of which such trust is the beneficial owner. The
death of a beneficiary of a trust will be deemed to be the death of a beneficial
owner of the Designated Retail Certificates beneficially owned by the trust to
the extent of such beneficiary's beneficial interest in such trust. The death of
an individual who was a tenant by the entirety, joint tenant or tenant in common
in a tenancy that is the beneficiary of a trust will be deemed to be the death
of the beneficiary of the trust. The death of a person who, immediately prior to
his or her death, was entitled to substantially all of the beneficial ownership
interest in a Designated Retail Certificate will be deemed to be the death of
the beneficial owner of such Certificate regardless of the registration of
ownership of such Certificate, if such beneficial ownership interest can be
established to the satisfaction of the Trustee. The Trustee's decision regarding
whether a Deceased Holder's beneficial interest is substantial for purposes of
the preceding sentence shall be conclusive and binding. Such beneficial interest
will be deemed to exist in typical cases of street name or nominee ownership,
ownership by a trustee, ownership under the Uniform Gifts to Minors Act and
community property or other joint ownership arrangements between a husband and
wife. Beneficial interests shall include the power to sell, transfer or
otherwise dispose of a Designated Retail Certificate, and the right to receive
the proceeds therefrom, as well as interest and distributions in reduction of
the Certificate Principal Balance of such Certificates payable with respect
thereto. The Trustee shall not be under any duty to determine independently the
occurrence of the death of any beneficial owner. The Trustee may rely entirely
upon documentation delivered to it in establishing the eligibility of any
beneficial owner to receive the priority accorded Deceased Holders in Section
4.10(a). Expenses incurred by the Trustee in an effort to determine the
beneficial ownership interest with respect to any Principal Distribution Request
presented on behalf of a Deceased Holder, including, without limitation,
attorneys fees, shall be paid by the Person presenting such Principal
Distribution Request.

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

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

     The Trustee shall maintain a list of those Depository Participants
representing the Certificate Owners of Designated Retail Certificates that have
submitted Principal Distribution Requests, together with the order of receipt
and the amounts of such requests. The Trustee shall notify the Depository and
the appropriate Depository Participants as to which requests should be honored
on each Distribution Date. Requests shall be honored by the Depository in
accordance with the procedures, and subject to the priorities and limitations,
described in this Section 4.10. The exact procedures to be followed by the
Trustee and the Depository for purposes of determining such priorities and
limitations shall be those established from time to time by the Trustee or the
Depository, as the case may be. The decisions of the Trustee and the Depository
concerning such matters shall be final and binding on all affected Persons.

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

     (d) To the extent, if any, that amounts available for distribution in
reduction of the Class Certificate Principal Balance of a Class of Designated
Retail Certificates on a Distribution Date pursuant to Section 4.01(a) exceed
the dollar amount of Principal Distribution Requests that have been received in
respect of such Class by the related Record Date, as provided in Section 4.10(c)
above, distributions in reduction of the Class Certificate Principal Balance of
such Class of Certificates will be made by mandatory distributions on a Random
Lot basis, in integral multiples equal to $1,000, in reduction thereof without
regard to whether such Certificate Owners have submitted Principal Distribution
Requests. The Trustee shall notify the Depository of the aggregate amount of the
mandatory distribution by Random Lot in reduction of the Class Certificate
Principal Balance of such Designated Retail Certificates to be made on the next
Distribution Date. The Depository shall then allocate such aggregate amount
among its Depository Participants on a Random Lot basis. Each Depository
Participant and, in turn, each Financial Intermediary, will then select, in
accordance with its own procedures, Designated Retail Certificates of such Class
from among those held in its accounts to receive mandatory distributions in
reduction of the Class Certificate Principal Balance of such Certificates, such
that the total amount so selected is equal to the aggregate amount of such
mandatory distributions allocated to such Depository Participant by the
Depository and to such Financial Intermediary by its related Depository
Participant, as the case may be. Depository Participants and Financial
Intermediaries that hold a Class of Designated Retail Certificates selected for
mandatory distributions in reduction of the Class Certificate Principal Balance
thereof should provide notice of such mandatory distributions to the affected
Certificate Owners.

     (e) On the Closing Date, a separate Rounding Account shall be established
with the Trustee for each Class of Designated Retail Certificates and the
Rounding Account Depositor for such Rounding Account shall cause to be initially
deposited the sum of $999.99 in each such Rounding Account. On each Distribution
Date on which a distribution is to be made in reduction of the Class Certificate
Principal Balance of a Class of Designated Retail Certificates pursuant to
Section 4.01(a), funds on deposit in the related Rounding Account shall be, to
the extent needed, withdrawn by the Trustee and applied to round upward to an
integral multiple of $1,000 the aggregate distribution in reduction of the Class
Certificate Principal Balance to be made on such Class of Certificates. Rounding
of such distribution on such Class of Designated Retail Certificates shall be
accomplished, on the first such Distribution Date, by withdrawing from the
related Rounding Account the amount of funds, if any, needed to round the amount
otherwise available for such distribution in reduction of the Class Certificate
Principal Balance of such Certificates upward to the next integral multiple of
$1,000. On each succeeding Distribution Date on which distributions in reduction
of the Class Certificate Principal Balance of such Class of Designated Retail
Certificates are to be made pursuant to Section 4.01(a), the aggregate amount of
such distributions allocable to such Certificates shall be applied first to
repay any funds withdrawn from the related Rounding Account and not previously
repaid, and then the remainder of such allocable amount, if any, shall be
similarly rounded upward to the next integral multiple of $1,000 and applied as
distributions in reduction of the Class Certificate Principal Balance of the
related Class of Certificates; this process shall continue on succeeding
principal Distribution Dates prior to the Cross-Over Date until the Class
Certificate Principal Balance of each such Class of Certificates has been
reduced to zero. Each Rounding Account shall be maintained as a non-interest
bearing account; the Rounding Accounts shall not be an asset of the Trust Fund,
but shall be an asset in the REMIC. On the earlier of (1) the Cross-Over Date
and (2) the first Distribution Date after the Class Certificate Principal
Balance of any Class of Designated Retail Certificates has been reduced to zero,
any remaining amounts in the related Rounding Account shall be distributed to
the Class R Certificate.

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

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

                                   ARTICLE V

                                THE CERTIFICATES

     Section 5.01. The Certificates. (a) The Certificates shall be substantially
in the forms set forth in Exhibit A hereto, as applicable, and shall, on
original issue, be executed by the Trustee, not in its individual capacity but
solely as Trustee, and countersigned and delivered by the Trustee to or upon the
order of the Company as provided in Article II.

     (b) The Certificates shall be issued in an aggregate Initial Certificate
Principal Balance of $151,405,228.60. Such aggregate original principal balance
shall be divided among the Classes having the designations, Class Certificate
Principal Balances, Certificate Interest Rates and minimum denominations as
follows:



<PAGE>






                     Initial Class
                      Certificate        Certificate
                       Principal           Interest            Minimum
Designation             Balance             Rate            Denominations
- -----------          -------------       -----------        -------------

Class A             147,370,000.00          6.50%               $25,000
Class PO              1,006,172.13          0.00%                    (1)
Class M               1,211,000.00          6.50%               100,000
Class B1                454,000.00          6.50%               100,000
Class B2                454,000.00          6.50%               100,000
Class B3                454,000.00          6.50%                    (1)
Class B4                228,000.00          6.50%                    (1)
Class B5                227,956.47          6.50%                    (1)
Class S                      (2)            (2)                      (3)
Class R                     100.00          6.50%                   100
- -------------------

(1)      This Class of Certificates will be issued as a single Certificate
         evidencing the entire Class Certificate Principal Balance of such
         Class.

(2)      The Class S Certificates are issued with an initial Notional Principal
         Balance of $108,120,968.69 and shall bear interest at the Strip Rate.

(3)      The Class S Certificates will be issued in minimum denominations of
         Notional Principal Balance of $25,000,000.


     (c) The Certificates shall be issuable in registered form only. The
Book-Entry Certificates will be evidenced by one or more certificates,
beneficial ownership of which will be held in the minimum dollar denominations
in Certificate Principal Balance or Notional Principal Balance, as applicable,
specified in Section 5.01(b), and integral multiples of $1,000 in excess
thereof. The Non-Book-Entry Certificates other than the Residual Certificate
shall each be issued in the minimum dollar denominations in Certificate
Principal Balance or Notional Principal Balance, as applicable, specified in
Section 5.01(b), and integral multiples of $1,000 in excess thereof (and, if
necessary, in the amount of the remaining Class Certificate Principal Balance or
Notional Principal Balance, as applicable, of each Class, in the case of one
Certificate of such Class). The Residual Certificate shall be issued as a single
certificate evidencing the entire Class Certificate Principal Balance of such
Class and having a Percentage Interest of 100%. If necessary, one Certificate of
each Class of Book-Entry Certificates may evidence an additional amount equal to
the remainder of the Class Certificate Principal Balance of such Class.

     (d) The Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee by an authorized officer under its seal, which may be in
facsimile form and be imprinted or otherwise reproduced thereon. Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures were affixed, authorized to sign on behalf of the Trustee
shall bind the Trustee, notwithstanding that such individuals or any of them
have ceased to be so authorized prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of such Certificate. No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless such Certificate shall have been manually countersigned
by the Trustee substantially in the forms set forth in Exhibit A hereto, and
such countersignature upon any Certificate shall be conclusive evidence, and the
only evidence, that such Certificate has been duly executed and delivered
hereunder. All Certificates issued on the Closing Date shall be dated the
Closing Date; all Certificates issued thereafter shall be dated the date of
their countersignature.

     (e) The Strip Rate for each Interest Accrual Period shall be determined by
the Company and included in the Servicer's Certificate for the related
Distribution Date.

     Section 5.02. Registration of Transfer and Exchange of Certificates. (a)
The Trustee shall cause to be kept at an office or agency in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
New York a Certificate Register in which, subject to such reasonable regulations
as it may prescribe, the Trustee shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trustee shall initially serve as Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of Certificates as herein
provided.

     Subject to Sections 5.02(b) and 5.02(c), upon surrender for registration of
transfer of any Certificate at the Corporate Trust Office, the Trustee shall
execute, authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of the same Class in authorized
denominations of a like Percentage Interest.

     At the option of a Certificateholder, Certificates may be exchanged for
other Certificates of authorized denominations of a like Class and Percentage
Interest, upon surrender of the Certificates to be exchanged at any such office
or agency. Whenever any Certificates are so surrendered for exchange the Trustee
shall execute, countersign and deliver the Certificates which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for registration of transfer or exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder thereof or his
attorney duly authorized in writing.

     No service charge shall be made for any registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

     All Certificates surrendered for registration of transfer and exchange
shall be canceled and subsequently destroyed by the Trustee and a certificate of
destruction shall be delivered by the Trustee to the Company.

     (b) No legal or beneficial interest in all or any portion of the Residual
Certificates may be transferred directly or indirectly to (i) a Disqualified
Organization or an agent of a Disqualified Organization (including a broker,
nominee, or middleman), (ii) an entity that holds REMIC residual securities as
nominee to facilitate the clearance and settlement of such securities through
electronic book-entry changes in accounts of participating organizations (a
"Book-Entry Nominee"), or (iii) an individual, corporation, partnership or other
person unless such transferee (A) is not a Non-U.S. Person or (B) is a Non-U.S.
Person that holds a Residual Certificate in connection with the conduct of a
trade or business within the United States and has furnished the transferor and
the Trustee with an effective Internal Revenue Service Form 4224 or (C) is a
Non-U.S. Person that has delivered to both the transferor and the Trustee an
opinion of a nationally recognized tax counsel to the effect that the transfer
of a Residual Certificate to it is in accordance with the requirements of the
Code and the regulations promulgated thereunder and that such transfer of a
Residual Certificate will not be disregarded for federal income tax purposes
(any such person who is not covered by clause (A), (B) or (C) above being
referred to herein as a "Non-permitted Foreign Holder"), and any such purported
transfer shall be void and have no effect. The Trustee shall not execute, and
shall not authenticate and deliver, a Residual Certificate in connection with
any transfer thereof unless the transferor shall have provided to the Trustee an
affidavit, substantially in the form attached as Exhibit F hereto, signed by the
transferee, to the effect that the transferee is not such a Disqualified
Organization, an agent (including a broker, nominee, or middleman) for any
entity as to which the transferee has not received a substantially similar
affidavit, a Book-Entry Nominee or a Non-permitted Foreign Holder, which
affidavit shall contain the consent of the transferee to any such amendments of
this Agreement as may be required to further effectuate the foregoing
restrictions on transfer of the Residual Certificates to Disqualified
Organizations, Book-Entry Nominees or Non-permitted Foreign Holders, and an
agreement by the Transferee that it will not transfer a Residual Certificate
without providing to the Trustee an affidavit substantially in the form attached
as Exhibit F hereto and a letter substantially in the form attached as Exhibit G
hereto. Such affidavit shall also contain the statement of the transferee that
(i) it does not have the intention to impede the assessment or collection of any
federal, state or local taxes legally required to be paid with respect to the
Residual Certificates and (ii) it understands that it may incur tax liabilities
in excess of cash flows generated by a Residual Certificate and that it intends
to pay taxes associated with holding a Residual Certificate as they become due.

     The affidavit described in the preceding paragraph, if not executed in
connection with the initial issuance of the Residual Certificates, shall be
accompanied by a written statement in the form attached as Exhibit G hereto,
signed by the transferor, to the effect that as of the time of the transfer, the
transferor has (i) no actual knowledge that the transferee is a Disqualified
Organization, Book-Entry Nominee or Non-permitted Foreign Holder, (ii) no reason
to believe that the transferee has the intention to impede the assessment or
collection of any federal, state or local taxes legally required to be paid with
respect to a Residual Certificate, and (iii) conducted a reasonable
investigation and found that the transferee had historically paid its debts as
they came due and found no significant evidence to indicate that the transferee
will not continue to pay its debts as they become due. The Residual Certificates
shall bear a legend referring to the foregoing restrictions contained in this
paragraph and the preceding paragraph.

     Upon notice to the Company that any legal or beneficial interest in any
portion of the Residual Certificates has been transferred, directly or
indirectly, to a Disqualified Organization or agent thereof (including a broker,
nominee, or middleman) in contravention of the foregoing restrictions, (i) such
transferee shall be deemed to hold the Residual Certificate in constructive
trust for the last transferor who was not a Disqualified Organization or agent
thereof, and such transferor shall be restored as the owner of such Residual
Certificate as completely as if such transfer had never occurred, provided that
the Company may, but is not required to, recover any distributions made to such
transferee with respect to the Residual Certificate and return such recovery to
the transferor, and (ii) the Company agrees to furnish to the Internal Revenue
Service and to any transferor of the Residual Certificate or such agent (within
60 days of the request therefor by the transferor or agent) such information
necessary to the application of section 860E(e) of the Code as may be required
by the Code, including but not limited to the present value of the total
anticipated excess inclusions with respect to the Residual Certificate (or
portion thereof) for periods after such transfer. At the election of the
Company, the cost to the Company of computing and furnishing such information
may be charged to the transferor or such agent referred to above; however, the
Company shall in no event be excused from furnishing such information.

     The restrictions on transfers of the Residual Certificates set forth in the
preceding three paragraphs shall cease to apply to transfers (and the applicable
portions of the legend to the Residual Certificates may be deleted) after
delivery to the Trustee of an Opinion of Counsel to the effect that the
elimination of such restrictions will not cause the REMIC established hereunder
to fail to qualify as a REMIC at any time that the Certificates are outstanding.

     No transfer of a Restricted Certificate shall be made unless such transfer
is made pursuant to an effective registration statement under the Securities Act
of 1933, as amended (the "Act"), and any applicable state securities laws, in
each case as evidenced by an Officer's Certificate, or is exempt from the
registration requirements of the Act and any applicable state securities laws.
In the event of such registration, any restrictive legends set forth in the form
of the relevant Restricted Certificate in Exhibit A hereto with respect to the
Act and state securities law restrictions shall be removed by the Trustee upon
request of the Holder thereof and automatically upon exchange or registration of
transfer thereof. As a condition to any transfer that is to be made in reliance
upon an exemption from the Act and such laws of a (i) Class PO or Class S
Certificate or (ii) Restricted Junior Certificate to any person other than a QIB
(as certified by the proposed transferee in the form of assignment attached to
the related Certificate), either (x) the Trustee shall require the transferee to
execute an investment letter in the form substantially as set forth in Exhibit I
hereto or in such other form as may be acceptable to the Trustee, certifying as
to the facts surrounding such transfer, or (y) in lieu of such investment
letter, the Trustee may accept a written Opinion of Counsel (in form and
substance acceptable to the Trustee) that such proposed transfer may be made
pursuant to an exemption from the Act. As an additional condition to any
transfer of a Restricted Certificate, either (i) the transferor and the
transferee shall complete the form of assignment attached to the Certificate
proposed to be transferred, or (ii) the Trustee shall have received the
above-referenced Opinion of Counsel. The holder of any Restricted Certificate
desiring to effect the transfer thereof to a person other than a QIB shall, and
hereby agrees to, comply with any applicable conditions set forth in the
preceding two sentences and indemnify the Trustee and the Company against any
liability that may result if the transfer thereof is not so exempt or is not
made in accordance with such federal and state laws. Such agreement to so
indemnify the Trustee and the Company shall survive the termination of this
Agreement. Notwithstanding the foregoing, no Opinion of Counsel or investment
letter shall be required upon the original issuance of (i) the Restricted Junior
Certificates to the Initial Purchaser (as defined in the Private Placement
Memorandum) or its nominee and (ii) the Class PO or Class S Certificates to the
Company or upon any subsequent transfer of any Class PO or Class S Certificate
by the Company, provided that if any Restricted Junior Certificates are, at the
request of the Initial Purchaser, registered in the name of its nominee, the
Initial Purchaser shall be deemed to acknowledge and agree with the Company and
the Trustee that no transfer of a beneficial interest in such Certificates will
be made without registering such Certificates in the name of the transferee,
which shall be a Person other than such nominee. Any opinion or letter required
pursuant to this paragraph shall not be at the expense of the Trust Fund or the
Trustee.

     (c) (i) No transfer of an ERISA-Restricted Certificate in the form of a
Definitive Certificate shall be made to any Person unless the Trustee has
received (A) a certificate (substantially in the form of Exhibit E or such other
form as is acceptable to the Company and the Trustee) from such transferee to
the effect that such transferee (i) is not a Plan or a Person that is using the
assets of a Plan to acquire such ERISA-Restricted Certificate or (ii) is an
insurance company investing assets of its general account and the exemptions
provided by Section III(a) of Department of Labor Prohibited Transaction Class
Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemptions") apply to
the transferee's acquisition and holding of any ERISA-Restricted Certificate or
(B) an opinion of counsel satisfactory to the Trustee and the Company to the
effect that the purchase and holding of such a Certificate will not constitute
or result in the assets of the Trust Fund being deemed to be "plan assets"
subject to the prohibited transactions provisions of ERISA or Section 4975 of
the Code and will not subject the Trustee or the Company to any obligation in
addition to those undertaken in the Agreement; provided, however, that the
Trustee will not require such certificate or opinion in the event that, as a
result of a change of law or otherwise, counsel satisfactory to the Trustee has
rendered an opinion to the effect that the purchase and holding of an
ERISA-Restricted Certificate by a Plan or a Person that is purchasing or holding
such a Certificate with the assets of a Plan will not constitute or result in a
prohibited transaction under ERISA or Section 4975 of the Code. The preparation
and delivery of the certificate and opinions referred to above shall not be an
expense of the Trust Fund, the Trustee or the Company. Notwithstanding the
foregoing, no opinion or certificate shall be required for the initial issuance
of the ERISA-Restricted Certificates.

          (ii) No transfer of a Residual Certificate shall be made to any Person
     unless the Trustee has received a certification (substantially in the form
     of paragraph 4 of Exhibit F) from such transferee to the effect that, among
     other things, such transferee is not a Plan or a Person that is using the
     assets of a Plan to acquire any such Certificate. The preparation and
     delivery of such certificate shall not be an expense of the Trust Fund, the
     Trustee or the Company.

     (d) Subject to Section 8.01(i) hereof, the Trustee may conclusively rely
upon any certificate, affidavit or opinion delivered pursuant to Section 5.02(b)
or (c). Any certificate or affidavit required to be delivered by a transferee
under this Section 5.02 may be executed and delivered in the name of such
transferee by its attorney-in-fact duly authorized in writing in form and
substance satisfactory to the Trustee.

     (e) Except as to any additional Certificate of any Class of Book-Entry
Certificates held in physical certificated form pursuant to Section 5.02(g) or
any Restricted Junior Certificate of any Class of Book-Entry Certificates that
is transferred to an entity other than a QIB, the Book-Entry Certificates shall,
subject to Section 5.02(f), at all times remain registered in the name of the
Depository or its nominee and at all times: (i) registration thereof may not be
transferred by the Trustee except to another Depository; (ii) the Depository
shall maintain book-entry records with respect to the Certificate Owners and
with respect to ownership and transfers of such Certificates; (iii) ownership
and transfers of registration of the Certificates issued in book-entry form on
the books of the Depository shall be governed by applicable rules established by
the Depository and the rights of Certificate Owners with respect to Book-Entry
Certificates shall be governed by applicable law and agreements between such
Certificate Owners and the Depository, Depository Participants, and indirect
participating firms; (iv) the Depository may collect its usual and customary
fees, charges and expenses from its Depository Participants; (v) the Trustee
shall deal with the Depository, Depository Participants and indirect
participating firms as authorized representatives of the Certificate Owners of
the Certificates issued in book-entry form for all purposes including the making
of payments due on the Book-Entry Certificates and exercising the rights of
Holders under this Agreement, and requests and directions for and votes of such
representatives shall not be deemed to be inconsistent if they are made with
respect to different Certificate Owners; (vi) the Trustee may rely and shall be
fully protected in relying upon information furnished by the Depository with
respect to its Depository Participants and furnished by the Depository
Participants with respect to indirect participating firms and persons shown on
the books of such indirect participating firms as direct or indirect Certificate
Owners; (vii) Certificate Owners shall not be entitled to certificates for the
Book-Entry Certificates and (viii) the Trustee may establish a reasonable record
date in connection with solicitations of consents from or voting by
Certificateholders and give notice to the Depository of such record date.

     All transfers by Certificate Owners of Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository Participant
or brokerage firm representing such Certificate Owner. Each Depository
Participant shall only transfer Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository's normal procedures. Except as provided herein, the Trustee shall
have no duty to monitor or restrict the transfer of Certificates or interests
therein, and shall have no liability for any transfer, including any transfer
made through the book-entry facilities of the Depository or between or among
Depository Participants or Certificate Owners, made in violation of applicable
restrictions set forth herein, except in the event of the failure of the Trustee
to perform its duties and fulfill its obligations under this Agreement.

     (f) If (x)(i) the Company or the Depository advises the Trustee in writing
that the Depository is no longer willing, qualified or able to properly
discharge its responsibilities as Depository, and (ii) the Trustee or the
Company is unable to locate a qualified successor, (y) the Company at its option
advises the Trustee in writing that it elects to terminate the book-entry system
through the Depository or (z) after the occurrence of an Event of Default,
Certificate Owners representing not less than 51% of the aggregate Voting Rights
allocated to the Book-Entry Certificates together advise the Trustee and the
Depository through the Depository Participants in writing that the continuation
of a book-entry system through the Depository is no longer in the best interests
of the Certificate Owners, the Trustee shall notify all Certificate Owners,
through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to Certificate Owners requesting the
same. Upon surrender to the Trustee of such Certificates by the Depository,
accompanied by registration instructions from the Depository for registration,
the Trustee shall issue the Definitive Certificates. Neither the Company nor the
Trustee shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates all references herein to
obligations imposed upon or to be performed by the Depository shall be deemed to
be imposed upon and performed by the Trustee, to the extent applicable with
respect to such Definitive Certificates and the Trustee shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder.

     (g) On or prior to the Closing Date, there shall be delivered to the
Depository (or to State Street Bank and Trust Company acting as custodian for
the Depository pursuant to the Depository's procedures) one certificate for each
Class of Book-Entry Certificates registered in the name of the Depository's
nominee, Cede & Co. The face amount of each such Certificate shall represent
100% of the initial Class Certificate Principal Balance thereof, except for such
amount that does not constitute an acceptable denomination to the Depository. An
additional Certificate of each Class of Book-Entry Certificates may be issued
evidencing such remainder and, if so issued, will be held in physical
certificated form by the Holders thereof. Each Certificate issued in book-entry
form shall bear the following legend:

     "Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein."

     Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any
mutilated Certificate is surrendered to the Certificate Registrar, or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate and (b) there is delivered to the Company, the
Certificate Registrar and the Trustee such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Certificate Registrar or the Trustee that such Certificate has been
acquired by a bona fide purchaser, the Trustee shall execute, countersign and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor, Class and Percentage
Interest. In connection with the issuance of any new Certificate under this
Section 5.03, the Trustee may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Trustee and the
Certificate Registrar) connected therewith. Any duplicate Certificate issued
pursuant to this Section 5.03 shall constitute complete and indefeasible
evidence of ownership in the Trust Fund, as if originally issued, whether or not
the lost, stolen or destroyed Certificate shall be found at any time.

     Section 5.04. Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Company, the Trustee, the
Certificate Registrar and any agent of the Company, the Trustee or the
Certificate Registrar may treat the person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01 and for all other purposes whatsoever,
and neither the Company, the Trustee, the Certificate Registrar nor any agent of
the Company, the Trustee or the Certificate Registrar shall be affected by any
notice to the contrary.

     Section 5.05. Access to List of Certificateholders' Names and Addresses.
The Certificate Registrar will furnish or cause to be furnished to the Company,
within 15 days after receipt by the Certificate Registrar of request therefor
from the Company in writing, a list, in such form as the Company may reasonably
require, of the names and addresses of the Certificateholders as of the most
recent Record Date for payment of distributions to Certificateholders. If three
or more Certificateholders (hereinafter referred to as "applicants") apply in
writing to the Trustee, and such application states that the applicants desire
to communicate with other Certificateholders with respect to their rights under
this Agreement or under the Certificates and is accompanied by a copy of the
communication which such applicants propose to transmit, then the Trustee shall,
within five Business Days after the receipt of such application, afford such
applicants access during normal business hours to the most recent list of
Certificateholders held by the Trustee. If such list is as of a date more than
90 days prior to the date of receipt of such applicants' request, the Trustee
shall promptly request from the Certificate Registrar a current list as provided
above, and shall afford such applicants access to such list promptly upon
receipt. Every Certificateholder, by receiving and holding a Certificate, agrees
with the Certificate Registrar and the Trustee that neither the Certificate
Registrar nor the Trustee shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information was derived.

     Section 5.06. Representation of Certain Certificateholders. The fiduciary
of any Plan which becomes a Holder of a Certificate, by virtue of its acceptance
of such Certificate, will be deemed to have represented and warranted to the
Trustee and the Company that such Plan is an "accredited investor" as defined in
Rule 501(a)(1) of Regulation D promulgated by the Securities and Exchange
Commission under the Securities Act of 1933.

     Section 5.07. Determination of COFI. (a) If the outstanding Certificates
include any COFI Certificates, then on each COFI Determination Date the Trustee
shall determine the value of COFI on the basis of the most recently available
Information Bulletin referred to in the definition of "COFI". The establishment
of COFI by the Trustee and the Trustee's subsequent calculation of the rates of
interest applicable to the COFI Certificates for each Interest Accrual Period
shall (in the absence of manifest error) be final and binding. During each
Interest Accrual Period, the Certificate Interest Rate for the COFI Certificates
for the current and immediately preceding Interest Accrual Period shall be made
available by the Trustee to Certificate Owners and Certificateholders at the
following telephone number: (617) 664-5500.

     (b) The failure by the Federal Home Loan Bank of San Francisco to publish
COFI for a period of 65 calendar days will constitute an "Alternative Rate
Event" for purposes hereof. Upon the occurrence of an Alternative Rate Event,
the Company will calculate the Certificate Interest Rates for the COFI
Certificates for the subsequent Interest Accrual Periods by using, in place of
COFI, (i) the replacement index, if any, published or designated by the Federal
Home Loan Bank of San Francisco or (ii) if no replacement index is so published
or designated, an alternative index to be selected by the Company that has
performed, or that the Company expects to perform, in a manner substantially
similar to COFI. At the time an alternative index is first selected by the
Company, the Company shall determine the average number of basis points, if any,
by which the alternative index differed from COFI for such period as the
Company, in its sole discretion, reasonably determines to reflect fairly the
long-term difference between COFI and the alternative index, and shall adjust
the alternative index by such average. The Company shall select a particular
index as an alternative only if it receives an Opinion of Counsel to the effect
that the selection of such index will not cause any REMIC established hereunder
to fail to qualify as a REMIC for federal income tax purposes. In the absence of
manifest error, the selection of any alternative index as provided by this
Section 5.07(b) shall be final and binding for each subsequent Interest Accrual
Period. Upon the occurrence of an Alternative Rate Event, the Trustee shall have
no responsibility for the determination of any alternative index or the
calculation of the Certificate Interest Rates for the COFI Certificates.

     (c) If at any time after the occurrence of an Alternative Rate Event the
Federal Home Loan Bank of San Francisco resumes publication of COFI, the
Certificate Interest Rates for the COFI Certificates for each Interest Accrual
Period commencing thereafter will be calculated by reference to COFI.

     Section 5.08. Determination of LIBOR. (a) If the outstanding Certificates
include any LIBOR Certificates, then on each LIBOR Determination Date the
Trustee shall determine LIBOR for the related Interest Accrual Period as such
rate equal to the Interest Settlement Rate. If such rate does not appear on the
Designated Telerate Page as of 11:00 a.m., London time, on the applicable LIBOR
Determination Date:

          (i) The Trustee will request the principal London office of each
     Reference Bank (as defined in Section 5.08(e)) to provide such bank's
     offered quotation (expressed as a percentage per annum) to prime banks in
     the London interbank market for one-month U.S. Dollar deposits as of 11:00
     a.m., London time, on the applicable LIBOR Determination Date.

          (ii) If on any LIBOR Determination Date, two or more of the Reference
     Banks provide such offered quotations, LIBOR for the next Interest Accrual
     Period will be the arithmetic mean of such offered quotations (rounding
     such arithmetic mean upwards, if necessary, to the nearest whole multiple
     of 1/16%). If on any LIBOR Determination Date only one or none of the
     Reference Banks provide such offered quotations, LIBOR for the next
     Interest Accrual Period will be the rate per annum the Trustee determines
     to be the arithmetic mean (rounding such arithmetic mean upwards, if
     necessary, to the nearest whole multiple of 1/16%) of the one-month
     Eurodollar lending rate that three major banks in New York City selected by
     the Trustee are quoting as of approximately 11:00 a.m., New York City time,
     on the first day of the applicable Interest Accrual Period.

          (iii) If on any LIBOR Determination Date the Trustee is required but
     unable to determine LIBOR in the manner provided in subparagraph (ii) of
     this Section 5.08(a), LIBOR for the next Interest Accrual Period will be
     LIBOR as determined on the previous LIBOR Determination Date, or, in the
     case of the first LIBOR Determination Date, the Initial LIBOR Rate.

     (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent
calculation of the Certificate Interest Rates applicable to the LIBOR
Certificates for the relevant Interest Accrual Period, in the absence of
manifest error, will be final and binding.

     (c) Within five Business Days of the Trustee's calculation of the
Certificate Interest Rates of the LIBOR Certificates, the Trustee shall furnish
to the Company by telecopy (or by such other means as the Trustee and the
Company may agree from time to time) such Certificate Interest Rates.

     (d) The Trustee shall provide to Certificateholders who inquire of it by
telephone the Certificate Interest Rates of the LIBOR Certificates for the
current and immediately preceding Interest Accrual Period.

     (e) As used herein, "Reference Banks" shall mean no more than four leading
banks engaged in transactions in Eurodollar deposits in the international
Eurocurrency market (i) with an established place of business in London,
England, (ii) whose quotations appear on the display designated "LIBO" on the
Reuters Monitor Money Rates Service (the "Reuters Screen LIBO Page") on the
applicable LIBOR Determination Date and (iii) which have been designated as such
by the Trustee and are able and willing to provide such quotations to the
Trustee on each LIBOR Determination Date. The Reference Banks initially shall
be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company
and Bankers Trust Company. If any of the initial Reference Banks should be
removed from the Reuters Screen LIBO Page or in any other way fail to meet the
qualifications of a Reference Bank, or if such page is no longer published, the
Trustee, after consultation with the Company, shall use its best efforts to
designate alternate Reference Banks.

                                   ARTICLE VI

                                   THE COMPANY

     Section 6.01. Liability of the Company. The Company shall be liable in
accordance herewith only to the extent of the obligations specifically imposed
upon and undertaken by the Company herein.

     Section 6.02. Merger or Consolidation of, or Assumption of the Obligations
of, the Company. Any corporation into which the Company may be merged or
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Company shall be a party, or any corporation
succeeding to the business of the Company, or any corporation, more than 50% of
the voting stock of which is, directly or indirectly, owned by General Electric
Company, or any limited partnership, the sole general partner of which is either
the Company or a corporation, more than 50% of the voting stock of which is
owned, directly or indirectly, by General Electric Company, which executes an
agreement of assumption to perform every obligation of the Company hereunder,
shall be the successor of the Company hereunder, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.

     Section 6.03. Assignment. The Company may assign its rights and delegate
its duties and obligations as servicer under this Agreement; provided, that (i)
the purchaser or transferee accepting such assignment or delegation is qualified
to service mortgage loans for FNMA or FHLMC, is reasonably satisfactory to the
Trustee and executes and delivers to the Trustee an agreement, in form and
substance reasonably satisfactory to the Trustee, which contains an assumption
by such purchaser or transferee of the due and punctual performance and
observance of each covenant and condition to be performed or observed by the
Company as servicer hereunder from and after the date of such agreement and (ii)
each Rating Agency's rating of any Classes of Certificates in effect immediately
prior to such assignment or delegation would not be qualified, downgraded or
withdrawn as a result thereof. In the case of any such assignment or delegation,
the Company will be released from its obligations as servicer hereunder except
for liabilities and obligations as servicer incurred prior to such assignment or
delegation.

     Section 6.04. Limitation on Liability of the Company and Others. Neither
the Company nor any of the directors or officers or employees or agents of the
Company shall be under any liability to the Trust Fund or the Certificateholders
for any action taken or for refraining from the taking of any action by the
Company pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Company or any such person
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties of the
Company or by reason of reckless disregard of obligations and duties of the
Company hereunder. The Company and any director or officer or employee or agent
of the Company may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder. The Company and any director or officer or employee or agent of the
Company shall be indemnified by the Trust Fund and held harmless against any
loss, liability or expense incurred in connection with any legal action relating
to this Agreement or the Certificates, other than any loss, liability or expense
related to any specific Mortgage Loan or Mortgage Loans (except as any such
loss, liability or expense shall be otherwise reimbursable pursuant to this
Agreement) and any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder. The Company shall be under no obligation to appear in, prosecute or
defend any legal action which is not incidental to its duties to service the
Mortgage Loans in accordance with this Agreement and which in its opinion may
involve it in any expense or liability; provided, however, that the Company may
in its sole discretion undertake any such action which it may deem necessary or
desirable in respect of this Agreement, and the rights and duties of the parties
hereto and the interests of the Certificateholders hereunder. In such event, the
legal expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities of the Trust Fund and the Company shall
be entitled to be reimbursed therefor from amounts credited to the Mortgage Loan
Payment Record as provided by Section 3.04.

     Section 6.05. The Company Not to Resign. Subject to the provisions of
Sections 6.02 and 6.03, the Company shall not resign from the obligations and
duties hereby imposed on it except upon determination that the performance of
its duties hereunder is no longer permissible under applicable law. Any such
determination permitting the resignation of the Company shall be evidenced by an
Opinion of Counsel to such effect delivered to the Trustee. No such resignation
shall become effective until the Trustee or a successor servicer shall have
assumed the responsibilities and obligations of the Company in accordance with
Section 7.02.

                                   ARTICLE VII

                                     DEFAULT

     Section 7.01. Events of Default. If any one of the following events
("Events of Default") shall occur and be continuing:

          (i) Any failure by the Company to make any payment to the Trustee of
     funds pursuant to Section 3.02(d) out of which distributions to
     Certificateholders of any Class are required to be made under the terms of
     the Certificates and this Agreement which failure continues unremedied for
     a period of three Business Days after the date upon which written notice of
     such failure shall have been given to the Company by the Trustee or to the
     Company and the Trustee by Holders of Certificates of each Class affected
     thereby evidencing, as to each such Class, Percentage Interests aggregating
     not less than 25%; or

          (ii) Failure on the part of the Company duly to observe or perform in
     any material respect any other covenants or agreements of the Company set
     forth in the Certificates or in this Agreement, which covenants and
     agreements (A) materially affect the rights of Certificateholders and (B)
     continue unremedied for a period of 60 days after the date on which written
     notice of such failure, requiring the same to be remedied, shall have been
     given to the Company by the Trustee, or to the Company and the Trustee by
     the Holders of Certificates of each Class affected thereby evidencing, as
     to each such Class, Percentage Interests aggregating not less than 25%; or

          (iii) The entry of a decree or order by a court or agency or
     supervisory authority having jurisdiction in the premises for the
     appointment of a conservator, receiver or liquidator in any insolvency,
     readjustment of debt, marshalling of assets and liabilities or similar
     proceedings of or relating to the Company, or for the winding up or
     liquidation of the Company's affairs, and the continuance of any such
     decree or order unstayed and in effect for a period of 60 consecutive days;
     or

          (iv) The consent by the Company to the appointment of a conservator or
     receiver or liquidator in any insolvency, readjustment of debt, marshalling
     of assets and liabilities or similar proceedings of or relating to the
     Company or of or relating to substantially all of its property; or the
     Company shall admit in writing its inability to pay its debts generally as
     they become due, file a petition to take advantage of any applicable
     insolvency or reorganization statute, make an assignment for the benefit of
     its creditors, or voluntarily suspend payment of its obligations;

then, and in each and every such case, so long as an Event of Default shall not
have been remedied by the Company, either the Trustee, or the Holders of
Certificates of each Class affected thereby evidencing, as to each such Class,
Percentage Interests aggregating not less than 51%, by notice then given in
writing to the Company (and to the Trustee if given by the Certificateholders)
may terminate all of the rights and obligations of the Company as servicer under
this Agreement. On or after the receipt by the Company of such written notice,
all authority and power of the Company under this Agreement, whether with
respect to the Certificates or the Mortgage Loans or otherwise, shall pass to
and be vested in the Trustee pursuant to and under this Section 7.01; and,
without limitation, the Trustee is hereby authorized and empowered to execute
and deliver, on behalf of the Company, as attorney-in-fact or otherwise, any and
all documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement of the Mortgage
Loans and related documents, or otherwise, including, without limitation, the
recordation of the assignments of the Mortgage Loans to it. The Company agrees
to cooperate with the Trustee in effecting the termination of the
responsibilities and rights of the Company hereunder, including, without
limitation, the transfer to the Trustee for the administration by it of all cash
amounts that shall at the time be held by the Company and that have been or
should have been credited by it to the Mortgage Loan Payment Record, or that
have been deposited by the Company in the Certificate Account or are thereafter
received by the Company with respect to the Mortgage Loans. In addition to any
other amounts which are then, or, notwithstanding the termination of its
activities as servicer, may become, payable to the Company under this Agreement,
the Company shall be entitled to receive out of any delinquent payment on
account of interest on a Mortgage Loan, due during the period prior to the
notice pursuant to this Section 7.01 which terminates the obligation and rights
of the Company hereunder and received after such notice, that portion of such
payment which it would have been entitled to retain pursuant to Section 3.04(vi)
if such notice had not been given.

     Section 7.02. Trustee to Act; Appointment of Successor. (a) On and after
the time the Company receives a notice of termination pursuant to Section 7.01,
the Trustee shall be the successor in all respects to the Company in its
capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall succeed to all the rights of and be subject to all
the responsibilities, duties and liabilities relating thereto placed on the
Company in its capacity as servicer by the terms and provisions hereof;
provided, however, that the responsibilities and duties of the Company pursuant
to Sections 2.02 and 2.03(a) and, if the Trustee is prohibited by law or
regulation from making Monthly Advances, the responsibility to make Monthly
Advances pursuant to Section 4.04, shall not be the responsibilities, duties or
obligations of the Trustee; and provided further, that any failure of the
Trustee to perform such duties and responsibilities that is caused by the
Company's failure to cooperate with the Trustee as required by Section 7.01
shall not be considered a default by the Trustee hereunder. As compensation
therefor, the Trustee shall, except as provided in Section 7.01, be entitled to
such compensation as the Company would have been entitled to hereunder if no
such notice of termination had been given. Notwithstanding the above, the
Trustee may, if it shall be unwilling so to act, or shall, if it is legally
unable so to act, appoint, or petition a court of competent jurisdiction to
appoint, any established housing and home finance institution approved to
service mortgage loans for either FNMA or FHLMC, having a net worth of not less
than $10,000,000, as the successor to the Company hereunder in the assumption of
all or any part of the responsibilities, duties or liabilities of the Company
hereunder. Pending appointment of a successor to the Company pursuant to this
Article VII, unless the Trustee is prohibited by law from so acting, the Trustee
shall act in such capacity as hereinabove provided. In connection with such
appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans as it and such
successor shall agree; provided, however, that no such compensation shall be in
excess of that permitted the Company hereunder. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession.

     (b) Any successor, including the Trustee, to the Company as servicer
pursuant to this Article VII shall during the term of its service as servicer
maintain in force (i) a policy or policies of insurance covering errors and
omissions in the performance of its obligations as servicer hereunder, and (ii)
a fidelity bond in respect of its officers, employees and agents to the same
extent as the Company is so required pursuant to Section 3.15.

     Section 7.03. Notification to Certificateholders. Upon any termination or
appointment of a successor to the Company pursuant to this Article VII, the
Trustee shall give prompt written notice thereof to the Certificateholders at
their respective addresses appearing in the Certificate Register.

                                  ARTICLE VIII

                                   THE TRUSTEE

     Section 8.01. Duties of Trustee. The Trustee, prior to the occurrence of an
Event of Default and after the curing of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. If an Event of Default has occurred
(which has not been cured), the Trustee shall exercise such of the rights and
powers vested in it by this Agreement, and use the same degree of care and skill
in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

     The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement.

     No provision of this Agreement shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own misconduct; provided, however, that:

          (i) Prior to the occurrence of an Event of Default, and after the
     curing of all such Events of Default which may have occurred, the duties
     and obligations of the Trustee shall be determined solely by the express
     provisions of this Agreement, the Trustee shall not be liable except for
     the performance of such duties and obligations as are specifically set
     forth in this Agreement, no implied covenants or obligations shall be read
     into this Agreement against the Trustee and, in the absence of bad faith on
     the part of the Trustee, the Trustee may conclusively rely, as to the truth
     of the statements and the correctness of the opinions expressed therein,
     upon any certificates or opinions furnished to the Trustee and conforming
     to the requirements of this Agreement;

          (ii) The Trustee shall not be personally liable for an error of
     judgment made in good faith by a Responsible Officer of the Trustee, unless
     it shall be proved that the Trustee was negligent in performing its duties
     in accordance with the terms of this Agreement;

          (iii) The Trustee shall not be personally liable with respect to any
     action taken, suffered or omitted to be taken by it in good faith in
     accordance with the direction of the Holders of Certificates of each Class
     affected thereby evidencing, as to each such Class, Percentage Interests
     aggregating not less than 25%, relating to the time, method and place of
     conducting any proceeding for any remedy available to the Trustee, or
     exercising any trust or power conferred upon the Trustee, under this
     Agreement; and

          (iv) The Trustee shall not be charged with knowledge of (A) any
     failure by the Company to comply with the obligations of the Company
     referred to in clauses (i) and (ii) of Section 7.01, (B) the rating
     downgrade referred to in the definition of "Trigger Event" or (C) any
     failure by the Company to comply with the obligations of the Company to
     record the assignments of Mortgages referred to in Section 2.01 unless a
     Responsible Officer of the Trustee at the Corporate Trust Office obtains
     actual knowledge of such failures, occurrence or downgrade or the Trustee
     receives written notice of such failures, occurrence or downgrade from the
     Company or the Holders of Certificates of each Class affected thereby
     evidencing, as to each such Class, Percentage Interests aggregating not
     less than 25%.

     Subject to any obligation of the Trustee to make Monthly Advances as
provided herein, the Trustee shall not be required to expend or risk its own
funds or otherwise incur financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it, and
none of the provisions contained in this Agreement shall in any event require
the Trustee to perform, or be responsible for the manner of performance of, any
of the obligations of the Company under this Agreement, except during such time,
if any, as the Trustee shall be the successor to, and be vested with the rights,
duties, powers and privileges of, the Company in accordance with the terms of
this Agreement.

     Section 8.02. Certain Matters Affecting the Trustee. Except as otherwise
provided in Section 8.01:

          (i) The Trustee may conclusively rely and shall be protected in acting
     or refraining from acting upon any resolution, Officer's Certificate,
     certificate of auditors or any other certificate, statement, instrument,
     opinion, report, notice, request, consent, order, appraisal, bond or other
     paper or document believed by it to be genuine and to have been signed or
     presented by the proper party or parties;

          (ii) The Trustee may consult with counsel and any Opinion of Counsel
     shall be full and complete authorization and protection in respect of any
     action taken or suffered or omitted by it hereunder in good faith and in
     accordance with such Opinion of Counsel;

          (iii) The Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by this Agreement, or to institute, conduct
     or defend any litigation hereunder or in relation hereto, at the request,
     order or direction of any of the Certificateholders, pursuant to the
     provisions of this Agreement, unless such Certificateholders shall have
     offered to the Trustee reasonable security or indemnity against the costs,
     expenses and liabilities which may be incurred therein or thereby; nothing
     contained herein shall, however, relieve the Trustee of the obligations,
     upon the occurrence of an Event of Default (which has not been cured), to
     exercise such of the rights and powers vested in it by this Agreement, and
     to use the same degree of care and skill in their exercise as a prudent
     person would exercise or use under the circumstances in the conduct of his
     or her own affairs;

          (iv) The Trustee shall not be personally liable for any action taken,
     suffered or omitted by it in good faith and believed by it to be authorized
     or within the discretion or rights or powers conferred upon it by this
     Agreement;

          (v) Prior to the occurrence of an Event of Default and after the
     curing of all Events of Default which may have occurred, the Trustee shall
     not be bound to make any investigation into the facts or matters stated in
     any resolution, certificate, statement, instrument, opinion, report,
     notice, request, consent, order, approval, bond or other paper or
     documents, unless requested in writing so to do by Holders of Certificates
     of each Class affected thereby evidencing, as to each such Class,
     Percentage Interests aggregating not less than 25%; provided, however, that
     if the payment within a reasonable time to the Trustee of the costs,
     expenses or liabilities likely to be incurred by it in the making of such
     investigation is, in the opinion of the Trustee, not reasonably assured to
     the Trustee by the security afforded to it by the terms of this Agreement,
     the Trustee may require reasonable indemnity against such cost, expense or
     liability as a condition to such proceeding. The reasonable expense of
     every such investigation shall be paid by the Company or, if paid by the
     Trustee, shall be reimbursed by the Company upon demand. Nothing in this
     clause (v) shall derogate from the obligation of the Company to observe any
     applicable law prohibiting disclosure of information regarding the
     Mortgagors; and

          (vi) The Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys or a custodian.

     Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans. The
recitals contained herein and in the Certificates (other than the signature and
countersignature of the Trustee on the Certificates) shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representations as to the validity
or sufficiency of this Agreement or of the Certificates (other than the
signature and countersignature of the Trustee on the Certificates) or of any
Mortgage Loan or related document. The Trustee shall not be accountable for the
use or application by the Company of any of the Certificates or of the proceeds
of such Certificates, or for the use or application of any funds paid to the
Company in respect of the Mortgage Loans or deposited in or withdrawn from the
Certificate Account by the Company.

     Section 8.04. Trustee May Own Certificates. The Trustee in its individual
or any other capacity may become the owner or pledgee of Certificates with the
same rights as it would have if it were not Trustee.

     Section 8.05. The Company to Pay Trustee's Fees and Expenses. The Company
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by it in the execution of the trusts hereby created
and in the exercise and performance of any of the powers and duties hereunder of
the Trustee, and the Company will pay or reimburse the Trustee upon its request
for all reasonable expenses, disbursements and advances (including any Monthly
Advances of the Trustee not previously reimbursed thereto pursuant to Section
3.04) incurred or made by the Trustee in accordance with any of the provisions
of this Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its
negligence or bad faith or which is the responsibility of Certificateholders
hereunder. In addition, the Company covenants and agrees to indemnify the
Trustee from, and hold it harmless against, any and all losses, liabilities,
damages, claims or expenses other than those resulting from the negligence or
bad faith of the Trustee. From time to time, the Trustee may request that the
Company debit the Mortgage Loan Payment Record pursuant to Section 3.04 to
reimburse the Trustee for any Monthly Advances and Nonrecoverable Advances.

     Section 8.06. Eligibility Requirements for Trustee. The Trustee hereunder
shall at all times be a corporation having its principal office either in the
State of New York or in the same state as that in which the initial Trustee
under this Agreement has its principal office and organized and doing business
under the laws of such State or the United States of America, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority. If such corporation publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section 8.06,
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. The Trustee shall not be an affiliate of the Company. In case at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 8.06, the Trustee shall resign immediately in the
manner and with the effect specified in Section 8.07.

     Section 8.07. Resignation or Removal of Trustee. The Trustee may at any
time resign and be discharged from the trusts hereby created by giving written
notice thereof to the Company. Upon receiving such notice of resignation, the
Company shall promptly appoint a successor Trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor Trustee. If no successor Trustee shall
have been so appointed and having accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

     If the conditions in any of the following clauses (i), (ii) or (iii) shall
occur at any time, the Company may remove the Trustee: (i) the Trustee shall
cease to be eligible in accordance with the provisions of Section 8.06 and shall
fail to resign after written request therefor by the Company; (ii) the Trustee
shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or
a receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation; or (iii)
the replacement of the Trustee with a successor Trustee will enable the Company
to avoid (and should, based on the information included in the notice referred
to below, result in the avoidance of) a downgrading of the ratings assigned to
the Certificates by the Rating Agencies (whether or not other actions could
avoid such downgrading) and no Event of Default, as provided by Section 7.01
hereof, shall have occurred or be continuing; provided, however, that no action
shall be taken pursuant to this clause (iii) unless reasonable notice shall have
been provided to the Trustee, which notice shall set forth the basis for any
rating downgrade as contemplated by the Rating Agencies and shall also indicate
the manner in which such proposed action is intended to avoid such downgrade. If
it removes the Trustee under the authority of the immediately preceding
sentence, the Company shall promptly appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee.

     Any resignation or removal of the Trustee and appointment of a successor
Trustee pursuant to any of the provisions of this Section 8.07 shall not become
effective until acceptance of appointment by the successor Trustee as provided
in Section 8.08.

     Section 8.08. Successor Trustee. Any successor Trustee appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the Company
and to its predecessor Trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee. The predecessor Trustee shall deliver to the successor Trustee
all Mortgage Files and related documents and statements held by it hereunder;
and the Company and the predecessor Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for fully and
certainly vesting and confirming in the successor Trustee all such rights,
powers, duties and obligations.

     No successor Trustee shall accept appointment as provided in this Section
8.08 unless at the time of such acceptance such successor Trustee shall be
eligible under the provisions of Section 8.06.

     Upon acceptance of appointment by a successor Trustee as provided in this
Section 8.08, the Company shall mail notice of the succession of such Trustee
hereunder to all holders of Certificates at their addresses as shown in the
Certificate Register. If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor Trustee, the successor Trustee
shall cause such notice to be mailed at the expense of the Company.

     Section 8.09. Merger or Consolidation of Trustee. Any corporation into
which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided that such corporation shall be
eligible under the provisions of Section 8.06, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.

     Section 8.10. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing any Mortgage Note may at the time be
located, the Company and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly with the
Trustee, of all or any part of the Trust Fund, or separate trustee or separate
trustees of any part of the Trust Fund, and to vest in such Person or Persons,
in such capacity and for the benefit of the Certificateholders, such title to
the Trust Fund, or any part thereof, and, subject to the other provisions of
this Section 8.10, such powers, duties, obligations, rights and trusts as the
Company and the Trustee may consider necessary or desirable. If the Company
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 and no notice to
Certificateholders of the appointment of any co-trustee or separate trustee
shall be required under Section 8.08.

     Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:

          (i) All rights, powers, duties and obligations conferred or imposed
     upon the Trustee shall be conferred or imposed upon and exercised or
     performed by the Trustee and such separate trustee or co-trustee jointly
     (it being understood that such separate trustee or co-trustee is not
     authorized to act separately without the Trustee joining in such act),
     except to the extent that under any law of any jurisdiction in which any
     particular act or acts are to be performed (whether as Trustee hereunder or
     as successor to the Company hereunder), the Trustee shall be incompetent or
     unqualified to perform such act or acts, in which event such rights,
     powers, duties and obligations (including the holding of title to the Trust
     Fund or any portion thereof in any such jurisdiction) shall be exercised
     and performed singly by such separate trustee or co-trustee, but solely at
     the direction of the Trustee;

          (ii) No trustee hereunder shall be held personally liable by reason of
     any act or omission of any other trustee hereunder; and

          (iii) The Company and the Trustee acting jointly may at any time
     accept the resignation of or remove any separate trustee or co-trustee.

     Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to the
Company.

     Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.

     Section 8.11. Compliance with REMIC Provisions; Tax Returns. The Trustee
shall at all times act in such a manner in the performance of its duties
hereunder as shall be necessary to prevent the Trust Fund from failing to
qualify as a REMIC and to prevent the imposition of a tax on the Trust Fund or
the REMIC established hereunder. The Trustee, upon request, will furnish the
Company with all such information within its possession as may be reasonably
required in connection with the preparation of all tax returns of the Trust Fund
and any Reserve Fund, and shall, upon request, execute such returns.

                                   ARTICLE IX

                                   TERMINATION

     Section 9.01. Termination upon Repurchase by the Company or Liquidation of
All Mortgage Loans. Subject to Section 9.02, the respective obligations and
responsibilities of the Company and the Trustee created hereby (other than the
obligation of the Trustee to make certain payments to Certificateholders after
the final Distribution Date and the obligation of the Trustee to send certain
notices as hereinafter set forth) shall terminate upon the last action required
to be taken by the Trustee on the final Distribution Date pursuant to this
Article IX following the earlier of (a) the repurchase by the Company of all
Mortgage Loans and all REO Mortgage Loans remaining in the Trust Fund at a price
equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage
Loan (other than any REO Mortgage Loans described in the following clause) as of
the first day of the month in which such purchase price is to be distributed to
Certificateholders plus accrued and unpaid interest thereon at the applicable
Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly
Advances) to the first day of the month in which such purchase price is to be
distributed to Certificateholders and (y) the appraised value of any REO
Mortgage Loan (less the good faith estimate of the Company of Liquidation
Expenses to be incurred in connection with its disposal thereof), such appraisal
to be conducted by an appraiser mutually agreed upon by the Company and the
Trustee, and (b) the later of the final payment or other liquidation (or any
Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund or the disposition of all property acquired upon foreclosure or by
deed in lieu of foreclosure of any Mortgage Loan; provided, however, that in no
event shall the Trust Fund created hereby continue beyond the expiration of 21
years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States of America to the Court of St.
James's, living on the date of this Agreement. The right of the Company to
repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned
upon the aggregate of the Scheduled Principal Balance of the Outstanding
Mortgage Loans, at the time of any such repurchase, aggregating less than 10
percent of the aggregate of the Scheduled Principal Balance of the Mortgage
Loans as of the Cut-off Date.

     Notice of any termination, specifying the Distribution Date upon which the
Certificateholders may surrender their Certificates to the Trustee for payment
of the final distribution and cancellation, shall be given promptly by the
Trustee by letter to Certificateholders mailed not earlier than the 15th day and
not later than the 25th day of the month next preceding the month of such final
distribution specifying (A) the Distribution Date upon which final payment of
the Certificates will be made upon presentation and surrender of the
Certificates at the office of the Trustee therein designated, (B) the amount of
any such final payment and (C) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon presentation
and surrender of the Certificates at the office of the Trustee therein
specified. The Trustee shall give such notice to the Certificate Registrar at
the time such notice is given to Certificateholders. In the event such notice is
given in connection with the exercise by the Company of its right of repurchase,
the Company shall deposit in the Certificate Account not later than 11:00 a.m.
on the Business Day prior to the final Distribution Date in next-day funds an
amount equal to the price described above. Upon presentation and surrender of
the Certificates, the Trustee shall cause to be distributed to
Certificateholders an amount equal to the price calculated as above provided,
any such repurchase being in lieu of the distribution otherwise required to be
made on the Distribution Date upon which the repurchase is effected. Upon
certification to the Trustee by a Servicing Officer following such final
deposit, the Trustee shall promptly release to the Company the Mortgage Files
for the repurchased Mortgage Loans.

     On the final Distribution Date, the Trustee shall distribute amounts on
deposit in the Certificate Account and, if applicable, in any Rounding Account,
in accordance with the applicable priorities and uses provided by Sections 4.01
and 4.10. Distributions on each Certificate shall be made on the final
Distribution Date in the manner specified in Section 4.02 but only upon
presentation and surrender of the Certificates.

     In the event that all of the Certificateholders shall not surrender their
Certificates for cancellation within six months after the date specified in the
above-mentioned written notice, the Trustee shall give a second written notice
to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
one year after the second notice all the Certificates shall not have been
surrendered for cancellation, the Trustee may take appropriate steps, or may
appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds and other assets which remain subject
hereto.

     Section 9.02. Additional Termination Requirements. (a) In the event the
Company exercises its purchase option as provided in Section 9.01, the Trust
Fund and the REMIC established hereunder shall be terminated in accordance with
the following additional requirements, unless the Trustee has been supplied with
an Opinion of Counsel to the effect that the failure to comply with the
requirements of this Section 9.02 will not (i) result in the imposition of taxes
on "prohibited transactions" of any such REMIC as defined in section 860F of the
Code, or (ii) cause the Trust Fund to fail to qualify as a REMIC at any time
that any Certificates are outstanding:

          (i) Within 90 days prior to the final Distribution Date set forth in
     the notice given by the Trustee under Section 9.01, the Company shall
     prepare and the Trustee shall execute and adopt a plan of complete
     liquidation for such REMIC within the meaning of section 860F(a)(4)(A)(i)
     of the Code, which shall be evidenced by such notice; and

          (ii) Within 90 days after the time of adoption of such a plan of
     complete liquidation, the Trustee shall sell all of the assets of the Trust
     Fund to the Company for cash in accordance with Section 9.01.

     (b) By their acceptance of the Residual Certificates, the Holders thereof
hereby authorize the Trustee to adopt such a plan of complete liquidation which
authorization shall be binding on all successor Holders of the Residual
Certificates.

     (c) On the final federal income tax return for the REMIC established
hereunder, the Trustee will attach a statement specifying the date of the
adoption of the plan of liquidation.

                                   ARTICLE X

                            MISCELLANEOUS PROVISIONS

     Section 10.01. Amendment. This Agreement may be amended from time to time
by the Company and the Trustee, without the consent of any of the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions herein or therein which may be defective or inconsistent with any
other provisions herein, or to surrender any right or power herein conferred
upon the Company, or to add any other provisions with respect to matters or
questions arising under this Agreement, which shall not be materially
inconsistent with the provisions of this Agreement; provided, however, that such
action shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder. Notwithstanding the
foregoing, without the consent of the Certificateholders, the Trustee and the
Company may at any time and from time to time amend this Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
or appropriate to maintain the qualification of the Trust Fund as a REMIC under
the Code or to avoid or minimize the risk of the imposition of any tax on the
Trust Fund pursuant to the Code that would be a claim against the Trust Fund at
any time prior to the final redemption of the Certificates, provided that the
Trustee has obtained an opinion of independent counsel (which opinion also shall
be addressed to the Company) to the effect that such action is necessary or
appropriate to maintain such qualification or to avoid or minimize the risk of
the imposition of such a tax.

     This Agreement may also be amended from time to time by the Company and the
Trustee with the consent of Holders of Certificates evidencing (i) not less than
66% of the Voting Rights of all the Certificates or (ii) Percentage Interests
aggregating not less than 66% of each Class affected by such amendment, for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement, or of modifying in any manner the rights of
the Holders of Certificates; provided, however, that no such amendment shall (a)
reduce in any manner the amount of, or delay the timing of, collections of
payments on the Mortgage Loans or distributions which are required to be made on
any Certificate without the consent of the Holder of such Certificate, (b)
adversely affect in any material respects the interests of the Holders of any
Class of Certificates in any manner other than as described in (a), without the
consent of the Holders of Certificates evidencing Percentage Interests
aggregating not less than 66% of such Class, or (c) reduce the aforesaid
percentages of Certificates of any Class required to consent to any such
amendment, without the consent of the Holders of all Certificates of such Class
then outstanding. For purposes of this paragraph, references to "Holder" or
"Holders" shall be deemed to include, in the case of any Class of Book-Entry
Certificates, the related Certificate Owners.

     Notwithstanding any contrary provision of this Agreement, the Trustee shall
not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel to the effect that such amendment will not
subject the Trust Fund to tax or cause the Trust Fund to fail to qualify as a
REMIC at any time that any Certificates are outstanding.

     Promptly after the execution of any such amendment or consent the Trustee
shall furnish written notification of the substance of such amendment to each
Certificateholder.

     It shall not be necessary for the consent of Certificateholders under this
Section 10.01 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
requirements as the Trustee may prescribe.

     Section 10.02. Recordation of Agreement. This Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Company and at its expense on direction by the Trustee, but only upon direction
of the Trustee accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of
Certificateholders.

     For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.

     Section 10.03. Limitation on Rights of Certificateholders. The death or
incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust
Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

     No Certificateholder shall have any right to vote (except as provided in
Section 10.01) or in any manner otherwise control the operation and management
of the Trust Fund, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.

     No Certificateholder shall have any right by virtue or by availing itself
of any provisions of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates of each Class affected thereby evidencing, as to each
such Class, Percentage Interests aggregating not less than 25% shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding; it being
understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner whatever
by virtue or by availing itself or themselves of any provisions of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of the Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, or to enforce any right under this Agreement, except
in the manner herein provided and, subject to the priority of payments pursuant
to Section 4.01 and the allocation of losses pursuant to Section 4.03, for the
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section 10.03, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

     Section 10.04. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.

     Section 10.05. Notices. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by certified mail, return receipt requested, (a) in the
case of the Company, to GE Capital Mortgage Services, Inc., 3 Executive Campus,
Cherry Hill, New Jersey 08002, Attention: General Counsel, (b) in the case of
the Trustee, to State Street Bank and Trust Company, Corporate Trust Department,
225 Franklin Street, Boston, Massachusetts 02110, (c) in the case of Fitch, to
Fitch IBCA, Inc., One State Street Plaza, New York, New York 10004, Attention:
Structured Finance Surveillance, and (d) in the case of S&P, Standard and Poor's
Ratings Services, 26 Broadway, 10th Floor, New York, New York 10004, Attention:
Residential Mortgage Surveillance, or, as to each such Person, at such other
address as shall be designated by such Person in a written notice to each other
named Person. Any notice required or permitted to be mailed to a
Certificateholder shall be given by first class mail, postage prepaid, at the
address of such Holder as shown in the Certificate Register. Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives
such notice.

     Section 10.06. Notices to the Rating Agencies. The Company shall deliver
written notice of the following events to each Rating Agency promptly following
the occurrence thereof: material amendment to this Agreement; any Event of
Default; any Trigger Event; change in or termination of the Trustee; removal of
the Company or any successor servicer as servicer; repurchase or replacement of
any Defective Mortgage Loan pursuant to Section 2.03; and final payment to
Certificateholders. In addition, the Company shall deliver copies of the
following documents to each Rating Agency at the time such documents are
required to be delivered pursuant to this Agreement: monthly statements to
Certificateholders pursuant to Section 4.05, annual report of independent
accountants pursuant to Section 3.13 and annual servicer compliance report
pursuant to Section 3.12. Notwithstanding the foregoing, the failure to deliver
such notices or copies shall not constitute an Event of Default under this
Agreement.

     Section 10.07. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then to the extent permitted by law such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

     Section 10.08. Certificates Nonassessable and Fully Paid. It is the
intention of the Trustee that Certificateholders shall not be personally liable
for obligations of the Trust Fund, that the beneficial ownership interests
represented by the Certificates shall be nonassessable for any losses or
expenses of the Trust Fund or for any reason whatsoever, and that Certificates
upon execution, countersignature and delivery thereof by the Trustee are and
shall be deemed fully paid.

                                  *    *    *



<PAGE>



     IN WITNESS WHEREOF, the Company and the Trustee have caused this Agreement
to be duly executed by their respective officers and their respective seals,
duly attested, to be hereunto affixed, all as of the day and year first above
written.

                                     GE CAPITAL MORTGAGE SERVICES, INC.



                                     By:____________________________________
                                        Name:
                                        Title:

[SEAL]

Attest:


By:____________________________________
   Name:
   Title:


                                     STATE STREET BANK AND
                                          TRUST COMPANY,
                                          as Trustee


                                     By:______________________________________
                                        Name:
                                        Title:

[SEAL]

Attest:


By:____________________________________
   Name:
   Title:



<PAGE>


State of New Jersey  )
                     ) ss.:
County of Camden     )


     On the day of August, 1999 before me, a notary public in and for the State
of New Jersey, personally appeared _______________________, known to me who,
being by me duly sworn, did depose and say that he/she resides at
_______________________________________________________________________________;
that he/she is a(n) _________________________ of GE Capital Mortgage Services,
Inc., a corporation formed under the laws of the State of New Jersey, one of the
parties that executed the foregoing instrument; that he/she knows the seal of
said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by order of the Board of Directors of said
corporation; and that he/she signed his/her name thereto by like order.





                                         __________________________________
                                                    Notary Public





[Notarial Seal]



<PAGE>


The Commonwealth of Massachusetts )
                                  ) ss.:
County of Suffolk                 )


     On the day of August, 1999 before me, a notary public in and for the
Commonwealth of Massachusetts, personally appeared ____________________, known
to me who, being by me duly sworn, did depose and say that he/she resides at
____________________________________________________________________________
that he/she is a(n) __________________________________ of State Street Bank and
Trust Company, one of the parties that executed the foregoing instrument; that
he/she knows the seal of said Bank; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by order of the Board of Directors
of said Bank; and that he/she signed his/her name thereto by order of the Board
of Directors of said Bank.




                                    __________________________________
                                               Notary Public




[Notarial Seal]




<PAGE>



                                    EXHIBIT A

                              FORMS OF CERTIFICATES


PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).

THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.



<PAGE>


             REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-19


                 evidencing a beneficial ownership interest in a
                trust fund which consists primarily of a pool of
                  conventional, fixed rate, one- to four-family
                       mortgage loans sold and serviced by


                       GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                                           Initial Class A Certificate
                                                 Principal Balance:
Class A1                                         $147,370,000

Certificate Interest                             Initial Certificate Principal
Rate per annum: 6.50%                            Balance of this Certificate:
                                                 $
Cut-off Date:
August 1, 1999

First Distribution Date:                         CUSIP:36157R4Q5
September 27, 1999


<PAGE>


THIS CERTIFIES THAT



is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
A Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
August 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in September 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.

     Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.

     This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Mortgage Pass-Through Certificates, Series 1999-19, issued
in ten Classes (Class A, Class R, Class PO, Class S, Class M, Class B1, Class
B2, Class B3, Class B4 and Class B5, herein called the "Certificates").

     The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

     As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.

     This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

     No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class
B5 Certificate which is in the form of a Definitive Certificate shall be made to
any Person unless the Trustee has received (i) a certificate from such
transferee to the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended ("Section 4975") (a "Plan") or a Person that is using the
assets of a Plan to acquire such Certificate or (y) is an insurance company
investing assets of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed.
Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's
acquisition and holding of such Certificate, or (ii) an opinion of counsel
satisfactory to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the prohibited transaction provisions
of ERISA or Section 4975 and will not subject the Trustee or the Company to any
obligation in addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in the event that,
as a result of a change of law or otherwise, counsel satisfactory to the Trustee
has rendered an opinion to the effect that the purchase and holding of a Class
M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a
Person that is purchasing or holding such Certificate with the assets of a Plan
will not constitute or result in a prohibited transaction under ERISA or Section
4975.

     No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.

     As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.

     The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.

     No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.

     The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.

     Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.



<PAGE>



     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.

                                            STATE STREET BANK AND TRUST
                                            COMPANY, not in its individual
                                            capacity but solely as Trustee



(SEAL)
                                            By:____________________________
                                            Name:
                                            Title:



Countersigned:


By__________________________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee

Dated:________________________


<PAGE>


                                   ASSIGNMENT

     FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto

Please insert social security
   or other identifying number of assignee
_______________________________________________________________________________

_______________________________________________________________________________
                   (Please print or typewrite name and address
                     including postal zip code of assignee)


_______________________________________________________________________________
this Certificate evidencing a Percentage Interest in certain distributions with
respect to the Trust Fund and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of said Trust Fund.

     I (we) further direct the Certificate Registrar to issue a new Certificate
of like Class and Percentage Interest, to the above named assignee and deliver
such Certificate to the following address:

_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________



Dated:____________________



_____________________________________
Signature by or on behalf of assignor




___________________________
*Signature Guaranteed*

*The signature hereon must be guaranteed by a bank, trust company or broker of
the signatory who is a member of a signature guarantee medallion program.



<PAGE>


PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).

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

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

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



<PAGE>


THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY DISQUALIFIED
ORGANIZATION, BOOK-ENTRY NOMINEE OR NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN
THE AGREEMENT OR TO ANY EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR A PLAN SUBJECT TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ("SECTION 4975") (A
"PLAN") OR A PERSON THAT IS USING THE ASSETS OF A PLAN TO ACQUIRE THIS
CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE TRANSFER OF THIS CERTIFICATE IS
SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET FORTH HEREIN.

             REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-19


                 evidencing a beneficial ownership interest in a
                trust fund which consists primarily of a pool of
                  conventional, fixed rate, one- to four-family
                       mortgage loans sold and serviced by


                       GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                                           Initial Class R Certificate
                                                 Principal Balance:
Class R                                          $100

Certificate Interest                             Initial Certificate Principal
Rate per annum: 6.50%                            Balance of this Certificate:
                                                 $
Cut-off Date:
August 1, 1999

First Distribution Date:                         CUSIP:36157R4R3
September 27, 1999


<PAGE>


THIS CERTIFIES THAT



is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
R Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
August 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in September 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.

     Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.

     This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Mortgage Pass-Through Certificates, Series 1999-19, issued
in ten Classes (Class A, Class R, Class PO, Class S, Class M, Class B1, Class
B2, Class B3, Class B4 and Class B5, herein called the "Certificates").

     The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

     As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.

     This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

     No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class
B5 Certificate which is in the form of a Definitive Certificate shall be made to
any Person unless the Trustee has received (i) a certificate from such
transferee to the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended ("Section 4975") (a "Plan") or a Person that is using the
assets of a Plan to acquire such Certificate or (y) is an insurance company
investing assets of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed.
Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's
acquisition and holding of such Certificate, or (ii) an opinion of counsel
satisfactory to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the prohibited transaction provisions
of ERISA or Section 4975 and will not subject the Trustee or the Company to any
obligation in addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in the event that,
as a result of a change of law or otherwise, counsel satisfactory to the Trustee
has rendered an opinion to the effect that the purchase and holding of a Class
M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a
Person that is purchasing or holding such Certificate with the assets of a Plan
will not constitute or result in a prohibited transaction under ERISA or Section
4975.

     No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.

     As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.

     The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.

     No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.

     The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.

     Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.



<PAGE>



     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.

                                            STATE STREET BANK AND TRUST
                                            COMPANY, not in its individual
                                            capacity but solely as Trustee



(SEAL)
                                            By:___________________________
                                            Name:
                                            Title:



Countersigned:


By__________________________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee

Dated:______________________________


<PAGE>


                                   ASSIGNMENT

     FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto

Please insert social security
   or other identifying number of assignee

_______________________________________________________________________________

_______________________________________________________________________________
                   (Please print or typewrite name and address
                     including postal zip code of assignee)


_______________________________________________________________________________
this Certificate evidencing a Percentage Interest in certain distributions with
respect to the Trust Fund and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of said Trust Fund.

     I (we) further direct the Certificate Registrar to issue a new Certificate
of like Class and Percentage Interest, to the above named assignee and deliver
such Certificate to the following address:

_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________


Dated:__________________



_____________________________________
Signature by or on behalf of assignor




__________________________
*Signature Guaranteed*

         *The signature hereon must be guaranteed by a bank, trust company or
         broker of the signatory who is a member of a signature guarantee
         medallion program.



<PAGE>


PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE SECURITIES ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN ACCORDANCE WITH SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).




<PAGE>



             REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-19

                 evidencing a beneficial ownership interest in a
                trust fund which consists primarily of a pool of
                  conventional, fixed rate, one- to four-family
                       mortgage loans sold and serviced by


                       GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                                           Initial Class PO Certificate
                                                 Principal Balance:
Class PO                                         $1,006,172.13

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

Cut-off Date:
August 1, 1999

First Distribution Date:
September 27, 1999



<PAGE>


THIS CERTIFIES THAT



is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
PO Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
August 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in September 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.

     Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.

     This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Mortgage Pass-Through Certificates, Series 1999-19, issued
in ten Classes (Class A, Class R, Class PO, Class S, Class M, Class B1, Class
B2, Class B3, Class B4 and Class B5, herein called the "Certificates").

     The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

     As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.

     This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

     No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class
B5 Certificate which is in the form of a Definitive Certificate shall be made to
any Person unless the Trustee has received (i) a certificate from such
transferee to the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended ("Section 4975") (a "Plan") or a Person that is using the
assets of a Plan to acquire such Certificate or (y) is an insurance company
investing assets of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Class Exemption 95-60, 60
Fed. Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's
acquisition and holding of such Certificate, or (ii) an opinion of counsel
satisfactory to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the prohibited transaction provisions
of ERISA or Section 4975 and will not subject the Trustee or the Company to any
obligation in addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in the event that,
as a result of a change of law or otherwise, counsel satisfactory to the Trustee
has rendered an opinion to the effect that the purchase and holding of a Class
M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a
Person that is purchasing or holding such Certificate with the assets of a Plan
will not constitute or result in a prohibited transaction under ERISA or Section
4975.

     No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.

     As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.

     The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.

     No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.

     The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.

     Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.



<PAGE>



     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.

                                            STATE STREET BANK AND TRUST
                                            COMPANY, not in its individual
                                            capacity but solely as Trustee



(SEAL)
                                            By:___________________________
                                            Name:
                                            Title:



Countersigned:


By__________________________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee

Dated:________________


<PAGE>



                                   ASSIGNMENT

     FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto

Please insert social security
   or other identifying number of assignee

_______________________________________________________________________________

_______________________________________________________________________________
                   (Please print or typewrite name and address
                     including postal zip code of assignee)


_______________________________________________________________________________
this Certificate evidencing a Percentage Interest in certain distributions with
respect to the Trust Fund and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of said Trust Fund.

     I (we) further direct the Certificate Registrar to issue a new Certificate
of like Class and Percentage Interest, to the above named assignee and deliver
such Certificate to the following address:

_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________


Dated:_______________



_____________________________________
Signature by or on behalf of assignor




________________________
*Signature Guaranteed*

*The signature hereon must be guaranteed by a bank, trust company or broker of
the signatory who is a member of a signature guarantee medallion program.



<PAGE>


PRINCIPAL WILL NOT BE DISTRIBUTABLE IN RESPECT OF THIS CERTIFICATE. INTEREST IS
CALCULATED ON THIS CERTIFICATE BASED ON THE CLASS S NOTIONAL PRINCIPAL BALANCE,
WHICH, AS OF ANY DISTRIBUTION DATE, IS EQUAL TO THE AGGREGATE SCHEDULED
PRINCIPAL BALANCE OF THE OUTSTANDING NON-DISCOUNT MORTGAGE LOANS AS SET FORTH IN
THE AGREEMENT (AS DEFINED HEREIN). CONSEQUENTLY, THE NOTIONAL PRINCIPAL BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE SECURITIES ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN ACCORDANCE WITH SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).



<PAGE>


             REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-19


                 evidencing a beneficial ownership interest in a
                trust fund which consists primarily of a pool of
                  conventional, fixed rate, one- to four-family
                       mortgage loans sold and serviced by


                       GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                                Initial Class S Notional
                                      Certificate Principal Balance:
Class S                               $108,120,968.69

Certificate Interest                  Initial Notional Certificate
Rate per annum: variable              Principal Balance of this Certificate:
                                      $
Cut-off Date:
August 1, 1999

First Distribution Date:
September 27, 1999


<PAGE>


THIS CERTIFIES THAT



is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Notional Principal Balance of this Certificate
by the aggregate initial Notional Principal Balance of all Class S Certificates,
both as specified above) in certain distributions with respect to the Trust
Fund, consisting primarily of a pool (the "Pool") of conventional, fixed rate,
one- to four-family mortgage loans (the "Mortgage Loans"), sold and serviced by
GE Capital Mortgage Services, Inc., a corporation organized and existing under
the laws of the State of New Jersey (the "Company"). The Trust Fund was created
pursuant to a Pooling and Servicing Agreement dated as of August 1, 1999 (the
"Agreement"), between the Company and State Street Bank and Trust Company, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth herein below. To the extent not defined herein, the terms
used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

     The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in September 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.

     Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.

     This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Mortgage Pass-Through Certificates, Series 1999-19, issued
in ten Classes (Class A, Class R, Class PO, Class S, Class M, Class B1, Class
B2, Class B3, Class B4 and Class B5, herein called the "Certificates").

     The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

     As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.

     This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

     As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees. The Certificates are issuable only as
registered Certificates without coupons in denominations specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class of authorized denominations evidencing the same aggregate Percentage
Interest as requested by the Holder surrendering the same.

     No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.

     The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.

     Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.



<PAGE>


     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.

                           STATE STREET BANK AND TRUST
                           COMPANY, not in its individual
(SEAL)                     capacity but solely as Trustee
                           By:____________
                           Name:
                           Title:
Countersigned:


By__________________________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee

Dated: ________________



<PAGE>



                                   ASSIGNMENT

     FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto

Please insert social security or other identifying number of assignee

_______________________________________________________________________________

_______________________________________________________________________________
        (Please print or typewrite name and address including postal zip
                               code of assignee)


_______________________________________________________________________________
this Certificate evidencing a Percentage Interest in certain distributions with
respect to the Trust Fund and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of said Trust Fund.

     I (we) further direct the Certificate Registrar to issue a new Certificate
of like Class and Percentage Interest, to the above named assignee and deliver
such Certificate to the following address:

_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________


Dated:_______________


_______________________________________
Signature by or on behalf of assignor


_________________________
*Signature Guaranteed*

*The signature hereon must be guaranteed by a bank, trust company or broker of
the signatory who is a member of a signature guarantee medallion program.






<PAGE>


THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.

PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).

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

THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.



<PAGE>


             REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-19


                 evidencing a beneficial ownership interest in a
                trust fund which consists primarily of a pool of
                  conventional, fixed rate, one- to four-family
                       mortgage loans sold and serviced by


                       GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                                           Initial Class M Certificate
                                                 Principal Balance:
Class M                                          $1,211,000

Certificate Interest                             Initial Certificate Principal
Rate per annum: 6.50%                            Balance of this Certificate:
                                                 $
Cut-off Date:
August 1, 1999

First Distribution Date:                         CUSIP:36157R4S1
September 27, 1999


<PAGE>


THIS CERTIFIES THAT



is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
M Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
August 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in September 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.

     Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.

     This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Mortgage Pass-Through Certificates, Series 1999-19, issued
in ten Classes (Class A, Class R, Class PO, Class S, Class M, Class B1, Class
B2, Class B3, Class B4 and Class B5, herein called the "Certificates").

     The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

     As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.

     This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

     No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class
B5 Certificate which is in the form of a Definitive Certificate shall be made to
any Person unless the Trustee has received (i) a certificate from such
transferee to the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended ("Section 4975") (a "Plan") or a Person that is using the
assets of a Plan to acquire such Certificate or (y) is an insurance company
investing assets of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed.
Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's
acquisition and holding of such Certificate, or (ii) an opinion of counsel
satisfactory to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the prohibited transaction provisions
of ERISA or Section 4975 and will not subject the Trustee or the Company to any
obligation in addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in the event that,
as a result of a change of law or otherwise, counsel satisfactory to the Trustee
has rendered an opinion to the effect that the purchase and holding of a Class
M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a
Person that is purchasing or holding such Certificate with the assets of a Plan
will not constitute or result in a prohibited transaction under ERISA or Section
4975.

     No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.

     As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.

     The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.

     No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.

     The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.

     Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.



<PAGE>



     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.

                                            STATE STREET BANK AND TRUST
                                            COMPANY, not in its individual
                                            capacity but solely as Trustee



(SEAL)
                                            By:___________________________
                                            Name:
                                            Title:



Countersigned:


By__________________________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee

Dated:_____________________


<PAGE>


                                   ASSIGNMENT

     FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto

Please insert social security
   or other identifying number of assignee

_______________________________________________________________________________

_______________________________________________________________________________
                   (Please print or typewrite name and address
                     including postal zip code of assignee)


_______________________________________________________________________________
this Certificate evidencing a Percentage Interest in certain distributions with
respect to the Trust Fund and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of said Trust Fund.

     I (we) further direct the Certificate Registrar to issue a new Certificate
of like Class and Percentage Interest, to the above named assignee and deliver
such Certificate to the following address:

_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________


Dated:________________



________________________________________
Signature by or on behalf of assignor




___________________________
*Signature Guaranteed*

*The signature hereon must be guaranteed by a bank, trust company or broker of
the signatory who is a member of a signature guarantee medallion program.



<PAGE>


THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.

PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).

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

THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.

             REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-19


                 evidencing a beneficial ownership interest in a
                trust fund which consists primarily of a pool of
                  conventional, fixed rate, one- to four-family
                       mortgage loans sold and serviced by


                       GE CAPITAL MORTGAGE SERVICES, INC.


No. R-1                                          Initial Class B1 Certificate
                                                 Principal Balance:
Class B                                          $454,000

Certificate Interest                             Initial Certificate Principal
Rate per annum: 6.50%                            Balance of this Certificate:
                                                 $
Cut-off Date:
August 1, 1999

First Distribution Date:                         CUSIP:36157R4T9
September 27, 1999


<PAGE>


THIS CERTIFIES THAT



is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
B1 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
August 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in September 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.

Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on this Certificate
will be made in the applicable manner described above, after due notice by the
Trustee of the pendency of such distribution and only upon presentation and



<PAGE>


THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.

PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).

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

THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.



<PAGE>


             REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-19


                 evidencing a beneficial ownership interest in a
                trust fund which consists primarily of a pool of
                  conventional, fixed rate, one- to four-family
                       mortgage loans sold and serviced by


                       GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                                           Initial Class B2 Certificate
                                                 Principal Balance:
Class B2                                         $454,000

Certificate Interest                             Initial Certificate Principal
Rate per annum: 6.50%                            Balance of this Certificate:
                                                 $
Cut-off Date:
August 1, 1999

First Distribution Date:                         CUSIP:36157R4U6
September 27, 1999


<PAGE>


THIS CERTIFIES THAT



is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
B2 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
August 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in September 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.

Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on this Certificate
will be made in the applicable manner described above, after due notice by the
Trustee of the pendency of such distribution and only upon presentation and



<PAGE>



THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES ("BLUE SKY LAWS"), AND SUCH CERTIFICATE MAY NOT BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C) TO AN
INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, IN EACH CASE IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
ANY APPLICABLE BLUE SKY LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY
OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THIS CERTIFICATE.

PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).

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

THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.



             REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-19


                 evidencing a beneficial ownership interest in a
                trust fund which consists primarily of a pool of
                  conventional, fixed rate, one- to four-family
                       mortgage loans sold and serviced by


                       GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                                           Initial Class B3 Certificate
                                                 Principal Balance:
Class B3                                         $454,000

Certificate Interest                             Initial Certificate Principal
Rate per annum: 6.50%                            Balance of this Certificate:
                                                 $
Cut-off Date:
August 1, 1999

First Distribution Date:                         CUSIP:36157R4Y8
September 27, 1999


<PAGE>


THIS CERTIFIES THAT



is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
B3 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
August 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in September 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.

     Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.

     This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Mortgage Pass-Through Certificates, Series 1999-19, issued
in ten Classes (Class A, Class R, Class PO, Class S, Class M, Class B1, Class
B2, Class B3, Class B4 and Class B5, herein called the "Certificates").

     The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

     As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.

     This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

     No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class
B5 Certificate which is in the form of a Definitive Certificate shall be made to
any Person unless the Trustee has received (i) a certificate from such
transferee to the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended ("Section 4975") (a "Plan") or a Person that is using the
assets of a Plan to acquire such Certificate or (y) is an insurance company
investing assets of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed.
Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's
acquisition and holding of such Certificate, or (ii) an opinion of counsel
satisfactory to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the prohibited transaction provisions
of ERISA or Section 4975 and will not subject the Trustee or the Company to any
obligation in addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in the event that,
as a result of a change of law or otherwise, counsel satisfactory to the Trustee
has rendered an opinion to the effect that the purchase and holding of a Class
M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a
Person that is purchasing or holding such Certificate with the assets of a Plan
will not constitute or result in a prohibited transaction under ERISA or Section
4975.

     No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.

     As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.

     The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.

     No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.

     The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.

     Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.



<PAGE>



     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.

                                            STATE STREET BANK AND TRUST
                                            COMPANY, not in its individual
                                            capacity but solely as Trustee



(SEAL)
                                            By:___________________________
                                            Name:
                                            Title:



Countersigned:


By__________________________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee

Dated:______________________


<PAGE>


                                   ASSIGNMENT

     FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto

Please insert social security
   or other identifying number of assignee

_______________________________________________________________________________

_______________________________________________________________________________
                   (Please print or typewrite name and address
                     including postal zip code of assignee)


_______________________________________________________________________________
this Certificate evidencing a Percentage Interest in certain distributions with
respect to the Trust Fund and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of said Trust Fund.

     I (we) further direct the Certificate Registrar to issue a new Certificate
of like Class and Percentage Interest, to the above named assignee and deliver
such Certificate to the following address:

_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________


Dated:________________



________________________________________
Signature by or on behalf of assignor




__________________________
*Signature Guaranteed*

*The signature hereon must be guaranteed by a bank, trust company or broker of
the signatory who is a member of a signature guarantee medallion program.



<PAGE>


     In connection with any transfer of this Certificate, the undersigned
registered holder hereof confirms that without utilizing any general
solicitation or general advertising:

(Check One) -

                                            |_| (a) This Certificate is being
                                    transferred by the undersigned to a person
                                    whom the undersigned reasonably believes is
                                    a "qualified institutional buyer" (as
                                    defined in Rule 144A under the Securities
                                    Act of 1933, as amended) pursuant to the
                                    exemption from registration under the
                                    Securities Act of 1933, as amended, provided
                                    by Rule 144A thereunder.

                                            |_| (b) This Certificate is being
                                    transferred by the undersigned to an
                                    institutional "accredited investor" (as
                                    defined in Rule 501(a)(1), (2), (3) or (7)
                                    of Regulation D under the Securities Act of
                                    1933, as amended) and that the undersigned
                                    has been advised by the prospective
                                    purchaser that it intends to hold this
                                    Certificate for investment and not for
                                    distribution or resale.


Dated
- -----------------
(Signature)

If none of the foregoing boxes is checked, the Trustee shall not be obligated to
register this Certificate in the name of any person other than the registered
holder thereof unless and until the conditions to any such transfer of
registration set forth herein, and in the Pooling and Servicing Agreement have
been satisfied.

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED:

     The undersigned represents and warrants that (i) it is a "qualified
institutional buyer" (as defined in Rule 144A under the Securities Act of 1933,
as amended) and acknowledges that it has received such information as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the registered holder is relying upon
the undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A, and (ii) the undersigned (x) is not an
employee benefit plan subject to the Employee Retirement Income Security Act of
1974, as amended, or a plan subject to Section 4975 of the Internal Revenue Code
of 1986, as amended, and is not using the assets of any such employee benefit or
other plan to acquire this Certificate or (y) is an insurance company investing
assets of its general account and the exemptions provided by Section III(a) of
Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed. Reg. 35925
(July 12, 1995), apply to the acquisition and holding by the undersigned of this
Certificate.

Dated
- --------------------
(Signature)

TO BE COMPLETED BY PURCHASER IF (b) ABOVE IS CHECKED:

     The undersigned represents and warrants that (i) it is an institutional
"accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of
Regulation D under the Securities Act of 1933, as amended), and (ii) the
undersigned (x) is not an employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended, or a plan subject to Section
4975 of the Internal Revenue Code of 1986, as amended, and is not using the
assets of any such employee benefit or other plan to acquire this Certificate or
(y) is an insurance company investing assets of its general account and the
exemptions provided by Section III(a) of Department of Labor Prohibited
Transaction Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995), apply to the
acquisition and holding by the undersigned of this Certificate.

Dated
- ---------------------
(Signature)





<PAGE>


THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES ("BLUE SKY LAWS"), AND SUCH CERTIFICATE MAY NOT BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C) TO AN
INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, IN EACH CASE IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
ANY APPLICABLE BLUE SKY LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY
OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THIS CERTIFICATE.

PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).

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

THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.



             REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-19


                 evidencing a beneficial ownership interest in a
                trust fund which consists primarily of a pool of
                  conventional, fixed rate, one- to four-family
                       mortgage loans sold and serviced by


                       GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                                           Initial Class B4 Certificate
                                                 Principal Balance:
Class B4                                         $228,000

Certificate Interest                             Initial Certificate Principal
Rate per annum: 6.50%                            Balance of this Certificate:
                                                 $
Cut-off Date:
August 1, 1999

First Distribution Date:                         CUSIP:36157R4Z5
September 27, 1999


<PAGE>


THIS CERTIFIES THAT



is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
B4 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
August 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in September 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.

Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on this Certificate
will be made in the applicable manner described above, after due notice by the
Trustee of the pendency of such distribution and only upon presentation and



<PAGE>


THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES ("BLUE SKY LAWS"), AND SUCH CERTIFICATE MAY NOT BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C) TO AN
INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, IN EACH CASE IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
ANY APPLICABLE BLUE SKY LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY
OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THIS CERTIFICATE.

PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).

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

THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.



             REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-19


                 evidencing a beneficial ownership interest in a
                trust fund which consists primarily of a pool of
                  conventional, fixed rate, one- to four-family
                       mortgage loans sold and serviced by


                       GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                                           Initial Class B5 Certificate
                                                 Principal Balance:
Class B5                                         $227,956.47

Certificate Interest                             Initial Certificate Principal
Rate per annum: 6.50%                            Balance of this Certificate:
                                                 $
Cut-off Date:
August 1, 1999

First Distribution Date:                         CUSIP:36157R5A9
September 27, 1999


<PAGE>


THIS CERTIFIES THAT



is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
B5 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
August 1, 1999 (the "Agreement"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in September 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.

Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on this Certificate
will be made in the applicable manner described above, after due notice by the
Trustee of the pendency of such distribution and only upon presentation and




<PAGE>



                                    EXHIBIT B

                           PRINCIPAL BALANCE SCHEDULES


                                      None.





<PAGE>



                                    EXHIBIT C

                                 MORTGAGE LOANS


  GE Capital Mortgages Services, Inc.               EXHIBIT C
  \
  Issue Date:  August 1, 1999\
  P.O. Box 5260\
  Cherry Hill, N.J. 08034\
  (800) -257-7818\

                                             DELIVERY ID:     0004991915
<TABLE>
<CAPTION>

  ---------------------------------------------------------------------------------------------------------------PAGE:
  --------------------------------------------------------------------------------
  LN # 0007618846               MORTGAGORS:        MOORE, THERESA

                                                   MOORE, ZACHARY
<S>                   <C>                    <C>             <C>                                                <C>
                                            ADDRESS     :    3405 CANBERRA STREET
  MORTGAGE AMT:       171,000.00            CITY               SILVER SPRING
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               MD   20904
  UNPAID BALANCE:    159,003.480            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,561.00            ANNUAL RATE ADJUST:      0.000
  LTV :                 92.43243            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           11/01/12
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:001
  --------------------------------------------------------------------------------

  LN # 0007784457               MORTGAGORS:        O'ROURKE, DONALD

                                                   O'ROURKE, ELAINE
                                            ADDRESS     :    285 BATTERY AVENUE
  MORTGAGE AMT:       216,000.00            CITY               BROOKLYN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               NY   11209
  UNPAID BALANCE:    209,241.680            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,987.03            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           11/01/13
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
  --------------------------------------------------------------------------------

  LN # 0007784465               MORTGAGORS:        POUNDS, MORRIS
                                            ADDRESS     :    3587 MOUNT TABOR ROAD
  MORTGAGE AMT:       200,000.00            CITY               RED SPRINGS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               NC   28377
  UNPAID BALANCE:    194,002.360            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,755.99            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           11/01/13
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
  --------------------------------------------------------------------------------

  LN # 0031739386               MORTGAGORS:        BLAICHMAN, FRANK

                                                   BLAICHMAN, CESIA
                                            ADDRESS     :    875 5TH AVENUE 4A/5H
  MORTGAGE AMT:       650,000.00            CITY               NEW YORK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               NY   10022
  UNPAID BALANCE:    637,907.210            OPTION TO CONVERT :      No
  MONTHLY P&I:          5,979.51            ANNUAL RATE ADJUST:      0.000
  LTV :                 50.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           02/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
  --------------------------------------------------------------------------------

  LN # 0031830342               MORTGAGORS:        BHULLER, GURPAL

                                                   SINGH, NEENA
                                            ADDRESS     :    402 RIVER'S BEND CIRCLE
  MORTGAGE AMT:       600,000.00            CITY               CHESTER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               VA   23836
  UNPAID BALANCE:    598,127.510            OPTION TO CONVERT :      No
  MONTHLY P&I:          5,434.99            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.17500            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
  --------------------------------------------------------------------------------

  LN # 0031904071               MORTGAGORS:        PATEL, CHAITANYA

                                                   PATEL, URVASHI
                                            ADDRESS     :    12608 INVERNESS PLACE
  MORTGAGE AMT:       372,400.00            CITY               CHESTER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               VA   23836
  UNPAID BALANCE:    372,400.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,399.50            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.74300            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
  --------------------------------------------------------------------------------

  LN # 0031930308               MORTGAGORS:        CHIN, BONG

                                                   CHIN, JANICE
                                            ADDRESS     :    4 TREELINE TERRACE
  MORTGAGE AMT:       203,000.00            CITY               UPPER GRANDVIEW
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               NY   10960
  UNPAID BALANCE:    199,828.650            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,853.11            ANNUAL RATE ADJUST:      0.000
  LTV :                 37.59259            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           03/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
  --------------------------------------------------------------------------------

  LN # 0031951635               MORTGAGORS:        NGUYEN, RICHARD

                                                   NGUYEN, CINDY
                                            ADDRESS     :    10459 PLACER RIVES
  MORTGAGE AMT:       282,000.00            CITY               FOUNTAIN VALLEY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   90208
  UNPAID BALANCE:    276,525.690            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,515.03            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.21000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           02/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
  --------------------------------------------------------------------------------

  LN # 0031989700               MORTGAGORS:        METREY, GEORGE

                                                   METREY, CHERYL
                                            ADDRESS     :    540 WAVERLY ROAD
  MORTGAGE AMT:       376,000.00            CITY               WYCKOFF
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               NJ   07481
  UNPAID BALANCE:    371,161.780            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,353.38            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           04/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
  --------------------------------------------------------------------------------

  LN # 0032001786               MORTGAGORS:        BRUNST, STEVEN
                                            ADDRESS     :    101 CALIFORNIA AVENUE #80
  MORTGAGE AMT:       258,500.00            CITY               SANTA MONICA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   90403
  UNPAID BALANCE:    254,504.700            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,378.00            ANNUAL RATE ADJUST:      0.000
  LTV :                 43.08300            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           03/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
  --------------------------------------------------------------------------------

  LN # 0032033748               MORTGAGORS:        BOGIS, JOHN

                                                   CAULFIELD, ZOE
                                            ADDRESS     :    12 RANGELEY ROAD
  MORTGAGE AMT:       340,000.00            CITY               WINCHESTER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MA   01890
  UNPAID BALANCE:    336,763.130            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,056.02            ANNUAL RATE ADJUST:      0.000
  LTV :                 66.01900            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
  --------------------------------------------------------------------------------

  LN # 0032041758               MORTGAGORS:        HEJA, ZITA
                                            ADDRESS     :    42-30 DOUGLASTON PARKWAY
  MORTGAGE AMT:        74,000.00            CITY               DOUGLASTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.90000                               NY   11363
  UNPAID BALANCE:     72,597.160            OPTION TO CONVERT :      No
  MONTHLY P&I:            661.00            ANNUAL RATE ADJUST:      0.000
  LTV :                 45.55200            OUTSIDE CONV DATE:
  CURRENT INT           6.90000             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
  --------------------------------------------------------------------------------

  LN # 0032043200               MORTGAGORS:        BONNER, JOHN

                                                   BONNER, MARIA
                                            ADDRESS     :    2511 GLENCOR ROAD
  MORTGAGE AMT:       109,000.00            CITY               BALTIMORE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MD   21234
  UNPAID BALANCE:    107,962.310            OPTION TO CONVERT :      No
  MONTHLY P&I:            979.72            ANNUAL RATE ADJUST:      0.000
  LTV :                 94.78200            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
  --------------------------------------------------------------------------------

  LN # 0032067951               MORTGAGORS:        GREER, HOWARD

                                                   GREER, DIANE
                                            ADDRESS     :    136 OLIVER ROAD
  MORTGAGE AMT:       283,000.00            CITY               NEWTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               MA   02468
  UNPAID BALANCE:    280,361.620            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,583.40            ANNUAL RATE ADJUST:      0.000
  LTV :                 59.57800            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
  --------------------------------------------------------------------------------

  LN # 0032070419               MORTGAGORS:        WAITES, LOYD

                                                   WAITES, MEREDITH
                                            ADDRESS     :    2 MOSES LANE
  MORTGAGE AMT:       288,000.00            CITY               ESSEX
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.50000                               MA   01929
  UNPAID BALANCE:    285,138.180            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,508.79            ANNUAL RATE ADJUST:      0.000
  LTV :                 76.80000            OUTSIDE CONV DATE:
  CURRENT INT           6.50000             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
  --------------------------------------------------------------------------------

  LN # 0032080764               MORTGAGORS:        DEVLIN, ROBERT

                                                   DEVLIN, CLARE
                                            ADDRESS     :    14611 PHILPOT ROAD
  MORTGAGE AMT:       300,000.00            CITY               PHOENIX
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               MD   21131
  UNPAID BALANCE:    295,782.480            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,654.73            ANNUAL RATE ADJUST:      0.000
  LTV :                 63.15700            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           04/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
  --------------------------------------------------------------------------------

  LN # 0032085649               MORTGAGORS:        CHO, KUM

                                                   PARK, KEUN
                                            ADDRESS     :    1957 BENEDICT DRIVE
  MORTGAGE AMT:       169,000.00            CITY               SAN LEANDRO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   94577
  UNPAID BALANCE:    166,848.510            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,519.02            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.77800            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           04/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
  --------------------------------------------------------------------------------

  LN # 0032085854               MORTGAGORS:        GINSBURG, GEOFFREY

                                                   DOUGLAS, PAMELA
                                            ADDRESS     :    55 YORKSHIRE ROAD
  MORTGAGE AMT:       538,000.00            CITY               DOVER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               MA   02030
  UNPAID BALANCE:    529,321.730            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,798.17            ANNUAL RATE ADJUST:      0.000
  LTV :                 43.73983            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           04/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
  --------------------------------------------------------------------------------

  LN # 0032085920               MORTGAGORS:        DANIEL, R.

                                                   DANIEL, R.
                                            ADDRESS     :    7515 ARDEN ROAD
  MORTGAGE AMT:       243,750.00            CITY               CABIN JOHN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               MD   20818
  UNPAID BALANCE:    239,733.860            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,140.11            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           03/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
  --------------------------------------------------------------------------------

  LN # 0032086068               MORTGAGORS:        YETRA, RICHARD

                                                   YETRA, KAREN
                                            ADDRESS     :    9 LIBERTY RD
  MORTGAGE AMT:       325,000.00            CITY               MEDFIELD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               MA   02052
  UNPAID BALANCE:    319,665.370            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,875.96            ANNUAL RATE ADJUST:      0.000
  LTV :                 54.16600            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           03/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:002
  --------------------------------------------------------------------------------

  LN # 0070033568               MORTGAGORS:        FERREYRA, G

                                                   FERREYRA, AGNES
                                            ADDRESS     :    27274 BLAKELY PLACE
  MORTGAGE AMT:       219,500.00            CITY               VALENCIA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   91355
  UNPAID BALANCE:    201,753.610            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,003.73            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.39286            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           02/01/13
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:001
  --------------------------------------------------------------------------------

  LN # 0070742283               MORTGAGORS:        SPENCER, MICHAEL

                                                   SPENCER, VALERIE
                                            ADDRESS     :    10 WILKINSON DRIVE
  MORTGAGE AMT:       301,700.00            CITY               LANDENBERG
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               PA   19350
  UNPAID BALANCE:    301,700.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,711.76            ANNUAL RATE ADJUST:      0.000
  LTV :                 77.95866            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070816194               MORTGAGORS:        MOE, PAUL

                                                   MOE, SUZANNE
                                            ADDRESS     :    1580 OXFORD AVENUE
  MORTGAGE AMT:       580,000.00            CITY               DELANO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MN   55328
  UNPAID BALANCE:    580,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          5,213.20            ANNUAL RATE ADJUST:      0.000
  LTV :                 71.60494            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070823141               MORTGAGORS:        DAVIS, WILLIAM

                                                   DAVIS, MAXANN
                                            ADDRESS     :    5628 BROADMOOR TERRACE NO
  MORTGAGE AMT:       273,600.00            CITY               IJAMSVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MD   21754
  UNPAID BALANCE:    271,608.760            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,459.19            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070827043               MORTGAGORS:        GUSTAFSON, TODD

                                                   GUSTAFSON, JANET
                                            ADDRESS     :    22 ROLFE'S LANE
  MORTGAGE AMT:       302,300.00            CITY               NEWBURY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MA   01950
  UNPAID BALANCE:    301,346.260            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,717.16            ANNUAL RATE ADJUST:      0.000
  LTV :                 69.49425            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070832746               MORTGAGORS:        GRAHAM, THOMAS

                                                   GRAHAM, KAREN
                                            ADDRESS     :    17 SPRING OAK DRIVE
  MORTGAGE AMT:       260,400.00            CITY               NEWTOWN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               PA   18940
  UNPAID BALANCE:    260,400.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,304.30            ANNUAL RATE ADJUST:      0.000
  LTV :                 34.03922            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070837695               MORTGAGORS:        FORD WEBB, THEODORE

                                                   FORD WEBB, JEAN
                                            ADDRESS     :    422 EAST RIDING STREET
  MORTGAGE AMT:       500,000.00            CITY               CARLISLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               MA   01741
  UNPAID BALANCE:    498,439.590            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,529.16            ANNUAL RATE ADJUST:      0.000
  LTV :                 66.66667            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070838412               MORTGAGORS:        WASSELL, JAMES

                                                   WASSELL, GWENDOLYN
                                            ADDRESS     :    2 OVER ROCK LANE
  MORTGAGE AMT:       294,000.00            CITY               WESTPORT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CT   06880
  UNPAID BALANCE:    294,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,622.05            ANNUAL RATE ADJUST:      0.000
  LTV :                 57.64706            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070840947               MORTGAGORS:        WATERS, CALVIN
                                                   WATERS, KAREN

                                                   WATERS, KAREN
                                            ADDRESS     :    1569 ASHEFORDE DRIVE
  MORTGAGE AMT:       261,400.00            CITY               MARRIETA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               GA   30068
  UNPAID BALANCE:    261,400.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,331.31            ANNUAL RATE ADJUST:      0.000
  LTV :                 58.21826            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070850748               MORTGAGORS:        ALCORN, STEVEN
                                            ADDRESS     :    9209 LAKE MABEL DRIVE
  MORTGAGE AMT:       413,000.00            CITY               ORLANDO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               FL   32836
  UNPAID BALANCE:    413,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,683.36            ANNUAL RATE ADJUST:      0.000
  LTV :                 59.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070851381               MORTGAGORS:        CZYZ, THOMAS

                                                   CZYZ, WENDY
                                            ADDRESS     :    5704 GRAND
  MORTGAGE AMT:       288,750.00            CITY               WESTERN SPR
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               IL   60558
  UNPAID BALANCE:    288,750.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,334.06            ANNUAL RATE ADJUST:      0.000
  LTV :                 73.10127            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           08/01/09
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:111
  --------------------------------------------------------------------------------

  LN # 0070852926               MORTGAGORS:        VENDITTI, RICHARD

                                                   VENDITTI, ANNE
                                            ADDRESS     :    9 HILLINGTON DRIVE
  MORTGAGE AMT:       277,000.00            CITY               NORTH EASTO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               MA   02356
  UNPAID BALANCE:    276,106.930            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,451.20            ANNUAL RATE ADJUST:      0.000
  LTV :                 58.31579            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070856299               MORTGAGORS:        TANNER, CRAIG

                                                   TANNER, DIANA
                                            ADDRESS     :    3401 EAST TERE STREET
  MORTGAGE AMT:       309,300.00            CITY               PHOENIX
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               AZ   85044
  UNPAID BALANCE:    309,300.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,571.34            ANNUAL RATE ADJUST:      0.000
  LTV :                 57.27778            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           08/01/09
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:111
  --------------------------------------------------------------------------------

  LN # 0070863295               MORTGAGORS:        CALOMIRIS, GEORGE

                                                   CALOMIRIS, JO ANN
                                            ADDRESS     :    4823 SEDGWICK STREET NORT
  MORTGAGE AMT:       471,800.00            CITY               WASHINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               DC   20016
  UNPAID BALANCE:    471,800.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,240.67            ANNUAL RATE ADJUST:      0.000
  LTV :                 64.89684            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070863915               MORTGAGORS:        PICKERING, SHANDRA
                                            ADDRESS     :    3687 MANCHESTER AVENUE
  MORTGAGE AMT:       395,000.00            CITY               ENCINITAS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   92024
  UNPAID BALANCE:    393,740.200            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,522.82            ANNUAL RATE ADJUST:      0.000
  LTV :                 63.20000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070864038               MORTGAGORS:        DESUMMA, ROBERT

                                                   DESUMMA, ANN
                                            ADDRESS     :    170 PHEASANT FIELD LANE
  MORTGAGE AMT:       300,000.00            CITY               MOORESTOWN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               NJ   08057
  UNPAID BALANCE:    300,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,696.48            ANNUAL RATE ADJUST:      0.000
  LTV :                 46.15385            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070867510               MORTGAGORS:        BOHLENDER, MILO

                                                   BOHLENDER, GWEN
                                            ADDRESS     :    8876 NORTH COUNTY ROAD
  MORTGAGE AMT:       495,000.00            CITY               FORT COLLIN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CO   80524
  UNPAID BALANCE:    495,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,449.20            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070869425               MORTGAGORS:        NIYAREPOLA, ANANDA

                                                   NIYAREPOLA, C
                                            ADDRESS     :    2250 LUANA LANE
  MORTGAGE AMT:       275,000.00            CITY               MONTROSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   91020
  UNPAID BALANCE:    273,168.200            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,491.04            ANNUAL RATE ADJUST:      0.000
  LTV :                 76.38889            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070870522               MORTGAGORS:        BAGEAC, MICHAEL
                                                   BAGEAC, MARY

                                                   BAGEAC, MARY
                                            ADDRESS     :    73 CRANMOOR DRIVE
  MORTGAGE AMT:       375,200.00            CITY               TOMS RIVER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               NJ   08753
  UNPAID BALANCE:    375,200.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,372.40            ANNUAL RATE ADJUST:      0.000
  LTV :                 76.57143            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070874185               MORTGAGORS:        THOMAS, BRENDA

                                                   ALGEE, WILLIAM
                                            ADDRESS     :    32 LAKEWOOD CIRCLE
  MORTGAGE AMT:       308,000.00            CITY               NEWARK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               DE   19711
  UNPAID BALANCE:    308,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,768.39            ANNUAL RATE ADJUST:      0.000
  LTV :                 61.47705            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070880182               MORTGAGORS:        CASE, JOHN

                                                   CASE, SCOTT
                                            ADDRESS     :    16273 SKI SLOPE WAY
  MORTGAGE AMT:       373,000.00            CITY               TRUCKEE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   96161
  UNPAID BALANCE:    370,613.900            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,326.62            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.87152            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070907829               MORTGAGORS:        QUIGLEY, MICHAEL
                                                   QUIGLEY, ANNA MAY
                                                   QUIGLEY, GEORGE
                                                   CARDENAS, MYRIAM
                                            ADDRESS     :    833 AVENUE A
  MORTGAGE AMT:       389,950.00            CITY               REDONDO BEA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               CA   90277
  UNPAID BALANCE:    389,950.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,423.74            ANNUAL RATE ADJUST:      0.000
  LTV :                 76.46078            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070910328               MORTGAGORS:        BRIGGS, WILLIAM
                                            ADDRESS     :    5231 GLASGOW DRIVE
  MORTGAGE AMT:       144,000.00            CITY               SAN DIEGO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   92117
  UNPAID BALANCE:    143,545.690            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,294.31            ANNUAL RATE ADJUST:      0.000
  LTV :                 60.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070912001               MORTGAGORS:        BALAGNO, WILLIAM
                                            ADDRESS     :    1581 NORTH BRIDGET AVENUE
  MORTGAGE AMT:       123,000.00            CITY               SIMI VALLEY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   93065
  UNPAID BALANCE:    122,611.940            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,105.56            ANNUAL RATE ADJUST:      0.000
  LTV :                 60.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070912191               MORTGAGORS:        LIBRETTO, JOHN

                                                   LIBRETTO, KRISTIN
                                            ADDRESS     :    32 ISABELLA PLACE
  MORTGAGE AMT:       276,100.00            CITY               GLEN ROCK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               NJ   07452
  UNPAID BALANCE:    276,100.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,539.91            ANNUAL RATE ADJUST:      0.000
  LTV :                 63.47126            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070922075               MORTGAGORS:        PERSICO, LOUIS

                                                   PERSICO, WILVIA
                                            ADDRESS     :    110 HILTON AVENUE
  MORTGAGE AMT:       261,375.00            CITY               BALTIMORE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MD   21228
  UNPAID BALANCE:    261,375.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,349.31            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.69505            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070923123               MORTGAGORS:        EISENSTEIN, RONALD

                                                   CADOGAN, CAROL
                                            ADDRESS     :    107 OLD SUDBURY ROAD
  MORTGAGE AMT:       345,000.00            CITY               SUDBURY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               MA   01776
  UNPAID BALANCE:    345,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,076.90            ANNUAL RATE ADJUST:      0.000
  LTV :                 67.64706            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070923313               MORTGAGORS:        TALLMAN, GEORGE

                                                   TALLMAN, DIANE
                                            ADDRESS     :    567 FOXWOOD LANE
  MORTGAGE AMT:       152,950.00            CITY               PAOLI
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.87500                               PA   19301
  UNPAID BALANCE:    152,503.070            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,450.65            ANNUAL RATE ADJUST:      0.000
  LTV :                 95.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.87500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070925151               MORTGAGORS:        KUO, PEI JUN
                                            ADDRESS     :    846 WOODWARD BLVD
  MORTGAGE AMT:       450,000.00            CITY               PASADENA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   91107
  UNPAID BALANCE:    448,595.640            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,076.24            ANNUAL RATE ADJUST:      0.000
  LTV :                 60.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070927868               MORTGAGORS:        COZZI, ANGELA
                                            ADDRESS     :    5450 CORBIN AVENUE
  MORTGAGE AMT:       280,000.00            CITY               LOS ANGELES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               CA   91356
  UNPAID BALANCE:    278,962.340            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,615.56            ANNUAL RATE ADJUST:      0.000
  LTV :                 56.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070928189               MORTGAGORS:        WESSINGER, STEVEN

                                                   WESSINGER, LAUREN
                                            ADDRESS     :    3000 DEERWOOD DRIVE
  MORTGAGE AMT:       354,800.00            CITY               WACO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               TX   76710
  UNPAID BALANCE:    354,800.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,189.04            ANNUAL RATE ADJUST:      0.000
  LTV :                 64.50909            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070937479               MORTGAGORS:        GOODMAN, JAMES

                                                   GOODMAN, ROXANNE
                                            ADDRESS     :    8620 CRESTVIEW DRIVE
  MORTGAGE AMT:       240,000.00            CITY               FRISCO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               TX   75034
  UNPAID BALANCE:    240,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,190.87            ANNUAL RATE ADJUST:      0.000
  LTV :                 73.84615            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070952627               MORTGAGORS:        ADATTO, RICHARD

                                                   REYNOLDS, SALLIE
                                            ADDRESS     :    1500 MAGNOLIA BLVD WEST
  MORTGAGE AMT:       340,000.00            CITY               SEATTLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               WA   98199
  UNPAID BALANCE:    340,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,151.84            ANNUAL RATE ADJUST:      0.000
  LTV :                 39.53488            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070959564               MORTGAGORS:        MC NULTY, CHRISTOPHE
                                            ADDRESS     :    6530 LAKEHURST AVENUE
  MORTGAGE AMT:       420,000.00            CITY               DALLAS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               TX   75230
  UNPAID BALANCE:    420,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,834.02            ANNUAL RATE ADJUST:      0.000
  LTV :                 65.11628            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070966197               MORTGAGORS:        GILIN, GREGORY

                                                   GILIN, NINA
                                            ADDRESS     :    11A BIGELOW DR
  MORTGAGE AMT:       288,000.00            CITY               SOUTHBOROUG
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.87500                               MA   01745
  UNPAID BALANCE:    288,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,731.54            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.87500             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070966221               MORTGAGORS:        FAKHRAI, MEHDI
                                            ADDRESS     :    3457 ALANA DR
  MORTGAGE AMT:       433,600.00            CITY               LOS ANGELES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   91403
  UNPAID BALANCE:    433,600.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,988.79            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070969571               MORTGAGORS:        RUSSELL, ROBERT

                                                   RUSSELL, PAMELA
                                            ADDRESS     :    8316 LOCH RAVEN BLVD
  MORTGAGE AMT:        64,500.00            CITY               TOWSON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MD   21286
  UNPAID BALANCE:     64,500.000            OPTION TO CONVERT :      No
  MONTHLY P&I:            579.74            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.88235            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0070970132               MORTGAGORS:        CHOI, NAK

                                                   CHOI, KYUNG
                                            ADDRESS     :    6191 118TH AVENUE SE
  MORTGAGE AMT:       281,000.00            CITY               BELLEVUE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               WA   98006
  UNPAID BALANCE:    281,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,604.90            ANNUAL RATE ADJUST:      0.000
  LTV :                 73.36815            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080019078               MORTGAGORS:        DEWEY, ROBERT

                                                   DEWEY, EILEEN
                                            ADDRESS     :    11311 BUCKLEBERRY PATH
  MORTGAGE AMT:       348,000.00            CITY               COLUMBIA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MD   21044
  UNPAID BALANCE:    344,686.960            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,127.93            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080019706               MORTGAGORS:        KRYSICKI, JANUSZ

                                                   KRYSICKI, BOZENNA
                                            ADDRESS     :    188 COGNEWAUGH ROAD
  MORTGAGE AMT:       241,000.00            CITY               GREENWICH
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CT   06807
  UNPAID BALANCE:    238,680.870            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,149.37            ANNUAL RATE ADJUST:      0.000
  LTV :                  4.01667            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080022213               MORTGAGORS:        WELSH, MARTIN

                                                   WELSH, BETTINA
                                            ADDRESS     :    6834 CARAVAN COURT
  MORTGAGE AMT:       223,000.00            CITY               COLUMBIA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               MD   21044
  UNPAID BALANCE:    220,876.680            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,035.68            ANNUAL RATE ADJUST:      0.000
  LTV :                 64.63768            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080036304               MORTGAGORS:        VENNOS, ANDREW

                                                   KIM, JENNY
                                            ADDRESS     :    14 KENSINGTON LN
  MORTGAGE AMT:       400,000.00            CITY               SALISBURY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               MD   21801
  UNPAID BALANCE:    398,724.250            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,567.42            ANNUAL RATE ADJUST:      0.000
  LTV :                 88.88889            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080036817               MORTGAGORS:        LAMBERT, ROBERT
                                                   LAMBERT, SANDRA

                                                   LAMBERT, SANDRA
                                            ADDRESS     :    24911 PINECONE LANE
  MORTGAGE AMT:       607,000.00            CITY               PLAINFIELD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               IL   60544
  UNPAID BALANCE:    596,998.760            OPTION TO CONVERT :      No
  MONTHLY P&I:          5,329.42            ANNUAL RATE ADJUST:      0.000
  LTV :                 66.34000            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           03/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080036916               MORTGAGORS:        HARRIS, BROCK

                                                   HARRIS, JENNIFER
                                            ADDRESS     :    3501 Lacoste Drive
  MORTGAGE AMT:       351,000.00            CITY               JONESBORO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               AR   72404
  UNPAID BALANCE:    344,113.880            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,106.03            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           02/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080036940               MORTGAGORS:        SIFFERMAN, ROGER
                                            ADDRESS     :    4183 E. CANYON DRIVE
  MORTGAGE AMT:       600,000.00            CITY               SPRINGFIELD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               MO   65809
  UNPAID BALANCE:    590,218.280            OPTION TO CONVERT :      No
  MONTHLY P&I:          5,309.46            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.59000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           03/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080036965               MORTGAGORS:        RECKMEYER, MARY
                                                   RECKMEYER, MATTHEW

                                                   RECKMEYER, MATTHEW
                                            ADDRESS     :    3600 SOUTH 84TH STREET
  MORTGAGE AMT:       647,500.00            CITY               LINCOLN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               NE   68506
  UNPAID BALANCE:    639,168.240            OPTION TO CONVERT :      No
  MONTHLY P&I:          5,774.76            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           04/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080036973               MORTGAGORS:        COHEN, MADELYN
                                            ADDRESS     :    88 OXFORD BOULEVARD
  MORTGAGE AMT:       300,000.00            CITY               GREAT NECK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               NY   11023
  UNPAID BALANCE:    244,477.600            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,781.04            ANNUAL RATE ADJUST:      0.000
  LTV :                 58.25000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           03/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080037005               MORTGAGORS:        MILLER, ELLEN
                                            ADDRESS     :    1228 WEST NELSON
  MORTGAGE AMT:       344,000.00            CITY               CHICAGO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               IL   60657
  UNPAID BALANCE:    338,391.810            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,044.09            ANNUAL RATE ADJUST:      0.000
  LTV :                 48.79000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           03/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080037062               MORTGAGORS:        VOLK, ALBERT
                                                   VOLK, CAROLINE

                                                   VOLK, CAROLINE
                                            ADDRESS     :    5143 HOLLY ROAD
  MORTGAGE AMT:       328,000.00            CITY               ST AUGUSTINE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               FL   32084
  UNPAID BALANCE:    322,652.670            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,902.50            ANNUAL RATE ADJUST:      0.000
  LTV :                 69.05000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           03/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080037112               MORTGAGORS:        CANNARELLA, PAUL
                                                   CANNARELLA, SARAH

                                                   CANNARELLA, SARAH
                                            ADDRESS     :    7677 SUMMERFIELD DRIVE
  MORTGAGE AMT:       320,000.00            CITY               VERONA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               WI   53593
  UNPAID BALANCE:    314,838.210            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,853.93            ANNUAL RATE ADJUST:      0.000
  LTV :                 77.11000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           03/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080037161               MORTGAGORS:        GIANNOS, DENNIS
                                                   GIANNOS, MARILYN

                                                   GIANNOS, MARILYN
                                            ADDRESS     :    12 SILVER LAKES DR
  MORTGAGE AMT:       330,000.00            CITY               DARIEN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.50000                               CT   06820
  UNPAID BALANCE:    324,504.990            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,874.65            ANNUAL RATE ADJUST:      0.000
  LTV :                 50.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.50000             MATURITY DATE:           03/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080038110               MORTGAGORS:        KLEIN, DAVID

                                                   KLEIN, MICHELE
                                            ADDRESS     :    8311 AQUEDUCT ROAD
  MORTGAGE AMT:       297,000.00            CITY               POTOMAC
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MD   20854
  UNPAID BALANCE:    291,295.250            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,669.52            ANNUAL RATE ADJUST:      0.000
  LTV :                 87.35294            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           02/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080040561               MORTGAGORS:        ELSTOB, MARK
                                            ADDRESS     :    1937 CHAMBERS CIRCLE
  MORTGAGE AMT:       348,000.00            CITY               BRENTWOOD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   94513
  UNPAID BALANCE:    344,686.960            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,127.93            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.54286            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080053143               MORTGAGORS:        HERTZOG, STEPHEN

                                                   HERTZOG, JUDI
                                            ADDRESS     :    98 TRAILS END ROAD
  MORTGAGE AMT:       268,000.00            CITY               MAMMOTH LAK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   93546
  UNPAID BALANCE:    267,145.250            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,390.17            ANNUAL RATE ADJUST:      0.000
  LTV :                 67.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080055684               MORTGAGORS:        SILVERIA, RICHARD

                                                   SILVERIA, CHARLENE
                                            ADDRESS     :    6283 CAMENO VERDE DRIVE
  MORTGAGE AMT:       246,000.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   95119
  UNPAID BALANCE:    244,190.790            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,193.96            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.28571            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080056195               MORTGAGORS:        KING, JAMES

                                                   KING, KAY
                                            ADDRESS     :    24881 LARGO DR
  MORTGAGE AMT:       264,800.00            CITY               LAGUNA HILL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   92653
  UNPAID BALANCE:    262,251.780            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,361.64            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080066194               MORTGAGORS:        HORMOZI, ALEXANDER

                                                   HORMOZI, AYLIN
                                            ADDRESS     :    1133 CRYSTAL DOWNS DRIVE
  MORTGAGE AMT:       244,000.00            CITY               CHULA VISTA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   91915
  UNPAID BALANCE:    242,499.940            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,244.61            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:352
  --------------------------------------------------------------------------------

  LN # 0080070097               MORTGAGORS:        DUNLEAVY, JIM

                                                   DUNLEAVY, LINDA
                                            ADDRESS     :    4334 EAST TERRA VISTA LAN
  MORTGAGE AMT:       264,000.00            CITY               ANAHEIM
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   92807
  UNPAID BALANCE:    262,311.180            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,354.50            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080073935               MORTGAGORS:        KNOX, JAMES
                                            ADDRESS     :    3434 HENNEBERRY ROAD
  MORTGAGE AMT:        75,000.00            CITY               JAMESVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               NY   13078
  UNPAID BALANCE:     75,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:            684.65            ANNUAL RATE ADJUST:      0.000
  LTV :                 48.38710            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080075229               MORTGAGORS:        LENHOFF, SCOTT

                                                   LENHOFF, BETH
                                            ADDRESS     :    22500 MARILLA STREET
  MORTGAGE AMT:       355,200.00            CITY               CHATSWORTH
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   91311
  UNPAID BALANCE:    351,854.660            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,217.52            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.82022            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080078363               MORTGAGORS:        HARRIS, MICHAEL

                                                   HARRIS, PAMELA
                                            ADDRESS     :    920 ROMONA ROAD
  MORTGAGE AMT:       300,000.00            CITY               WILMETTE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.37500                               IL   60091
  UNPAID BALANCE:    300,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,592.75            ANNUAL RATE ADJUST:      0.000
  LTV :                 30.61224            OUTSIDE CONV DATE:
  CURRENT INT           6.37500             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080082209               MORTGAGORS:        NOONAN, TIMOTHY

                                                   HAUSMANN, LORRAINE
                                            ADDRESS     :    9 AURORA LANE
  MORTGAGE AMT:       380,000.00            CITY               CONCORD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.37500                               MA   01742
  UNPAID BALANCE:    380,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,284.15            ANNUAL RATE ADJUST:      0.000
  LTV :                 59.38428            OUTSIDE CONV DATE:
  CURRENT INT           6.37500             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080082480               MORTGAGORS:        Vignetti, Vivian

                                                   BROWN, DAVID
                                            ADDRESS     :    1012 Woodmill Trace
  MORTGAGE AMT:       300,000.00            CITY               Ponte Vedra Beach
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               FL   32082
  UNPAID BALANCE:    299,063.750            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,717.49            ANNUAL RATE ADJUST:      0.000
  LTV :                 93.17000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080086648               MORTGAGORS:        FREEMAN, ALAN

                                                   FREEMAN, ARLLYN
                                            ADDRESS     :    16319 LAKESIDE RD
  MORTGAGE AMT:       600,000.00            CITY               LAKESIDE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               MI   49116
  UNPAID BALANCE:    584,380.440            OPTION TO CONVERT :      No
  MONTHLY P&I:          5,351.13            ANNUAL RATE ADJUST:      0.000
  LTV :                 66.66667            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           12/01/13
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080092356               MORTGAGORS:        ROHRBACH, JOHN

                                                   ROHRBACH, ANH
                                            ADDRESS     :    3695 LONE DOVE LANE
  MORTGAGE AMT:       700,000.00            CITY               ENCINITAS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   92024
  UNPAID BALANCE:    697,767.430            OPTION TO CONVERT :      No
  MONTHLY P&I:          6,242.99            ANNUAL RATE ADJUST:      0.000
  LTV :                 60.08584            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:109
  --------------------------------------------------------------------------------

  LN # 0080094345               MORTGAGORS:        COLEMAN, JOHN
                                            ADDRESS     :    1829 HIDDEN POINT ROAD
  MORTGAGE AMT:       365,000.00            CITY               ANNAPOLIS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               MD   21401
  UNPAID BALANCE:    362,715.030            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,306.29            ANNUAL RATE ADJUST:      0.000
  LTV :                 63.47826            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080097371               MORTGAGORS:        MCGOVERN, KEVIN

                                                   MCGOVERN, DENISE
                                            ADDRESS     :    11356 HOMEWOOD ROAD
  MORTGAGE AMT:       492,500.00            CITY               ELLICOTT CI
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               MD   21042
  UNPAID BALANCE:    481,313.840            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,392.38            ANNUAL RATE ADJUST:      0.000
  LTV :                 41.56118            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           01/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080099278               MORTGAGORS:        CARSON, KENT

                                                   CARSON, TERESE
                                            ADDRESS     :    117 ALERCHE DRIVE
  MORTGAGE AMT:       649,000.00            CITY               LOS GATOS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   95032
  UNPAID BALANCE:    640,648.970            OPTION TO CONVERT :      No
  MONTHLY P&I:          5,788.13            ANNUAL RATE ADJUST:      0.000
  LTV :                 40.56250            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           04/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080099831               MORTGAGORS:        SADLER, KENNETH

                                                   SADLER, BRENDA
                                            ADDRESS     :    8519 BROOK MEADOW LANE
  MORTGAGE AMT:       266,850.00            CITY               LEWISVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.12500                               NC   27023
  UNPAID BALANCE:    266,850.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,269.89            ANNUAL RATE ADJUST:      0.000
  LTV :                 56.89765            OUTSIDE CONV DATE:
  CURRENT INT           6.12500             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080101546               MORTGAGORS:        CLEWETT, FRANCES
                                            ADDRESS     :    13000 THUNDERBOLT DRIVE
  MORTGAGE AMT:       307,450.00            CITY               RENO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               NV   89511
  UNPAID BALANCE:    305,525.310            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,784.98            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99781            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080102924               MORTGAGORS:        FORMICA, JEFFERY

                                                   FORMICA, ELIZABETH
                                            ADDRESS     :    16 NIGHTINGALE ROAD
  MORTGAGE AMT:       300,000.00            CITY               WALPOLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MA   02081
  UNPAID BALANCE:    299,053.520            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,696.48            ANNUAL RATE ADJUST:      0.000
  LTV :                 58.82353            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080111388               MORTGAGORS:        MORGENSTERN, CLAUDIA
                                            ADDRESS     :    5312 MACARTHUR BOULEVARD
  MORTGAGE AMT:       303,900.00            CITY               WASHINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               DC   20016
  UNPAID BALANCE:    302,951.590            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,752.82            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99474            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080114556               MORTGAGORS:        HOLLAND, MICHAEL

                                                   HOLLAND, AMY
                                            ADDRESS     :    110 VALLEY SUMMIT COURT
  MORTGAGE AMT:       320,000.00            CITY               ROSWELL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.50000                               GA   30075
  UNPAID BALANCE:    318,945.780            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,787.55            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.50000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080115066               MORTGAGORS:        ROACHE, DAVID

                                                   ROACHE, ELIZABETH
                                            ADDRESS     :    60 HYANNIS AVENUE
  MORTGAGE AMT:       454,000.00            CITY               HYANNIS POR
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               MA   02647
  UNPAID BALANCE:    452,520.370            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,986.09            ANNUAL RATE ADJUST:      0.000
  LTV :                 41.27273            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080115397               MORTGAGORS:        KENMORE, CLAY
                                            ADDRESS     :    2500 NEW LAKE ROAD
  MORTGAGE AMT:       650,000.00            CITY               STOCKBRIDGE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               GA   30281
  UNPAID BALANCE:    647,926.910            OPTION TO CONVERT :      No
  MONTHLY P&I:          5,797.05            ANNUAL RATE ADJUST:      0.000
  LTV :                 72.22222            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080116395               MORTGAGORS:        ROSS, RONALD

                                                   ROSS, GINA
                                            ADDRESS     :    43418 TURNBERRY ISLE COUR
  MORTGAGE AMT:       315,000.00            CITY               LEESBURG
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               VA   20176
  UNPAID BALANCE:    313,995.350            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,809.34            ANNUAL RATE ADJUST:      0.000
  LTV :                 76.82927            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080116817               MORTGAGORS:        REED, JOHN

                                                   REED, LYNETTE
                                            ADDRESS     :    180 MINE HILL ROAD
  MORTGAGE AMT:       315,000.00            CITY               RIEGELSVILL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               PA   18077
  UNPAID BALANCE:    314,048.660            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,920.09            ANNUAL RATE ADJUST:      0.000
  LTV :                 68.47826            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080119449               MORTGAGORS:        MALECKI, ANDREW

                                                   MALECKI, JANE
                                            ADDRESS     :    2 DAYTON ROAD
  MORTGAGE AMT:       309,300.00            CITY               MENDHAM
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               NJ   07945
  UNPAID BALANCE:    309,300.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,823.48            ANNUAL RATE ADJUST:      0.000
  LTV :                 83.59459            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080119761               MORTGAGORS:        KINNEY, JAMES

                                                   EKINGS, LESLIE
                                            ADDRESS     :    36 BOLTON ROAD
  MORTGAGE AMT:       361,600.00            CITY               HARVARD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MA   01451
  UNPAID BALANCE:    361,600.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,250.16            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080119795               MORTGAGORS:        CHATTERJEE, JYOTI

                                                   CHATTERJEE, MOHUA
                                            ADDRESS     :    742 S ROCK GARDEN CIRCLE
  MORTGAGE AMT:       460,000.00            CITY               ANAHEIM
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   92808
  UNPAID BALANCE:    458,580.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,199.17            ANNUAL RATE ADJUST:      0.000
  LTV :                 69.69697            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080126584               MORTGAGORS:        BARAJAS, ARNULFO

                                                   BARAJAS, SOCORRO
                                            ADDRESS     :    1017 MAPLE STREET
  MORTGAGE AMT:       124,150.00            CITY               SANTA MONIC
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.12500                               CA   90405
  UNPAID BALANCE:    122,876.390            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,056.06            ANNUAL RATE ADJUST:      0.000
  LTV :                 17.73571            OUTSIDE CONV DATE:
  CURRENT INT           6.12500             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080126675               MORTGAGORS:        GUNNING, WENDEL
                                            ADDRESS     :    39 CLARK ROAD
  MORTGAGE AMT:       370,000.00            CITY               BERNARDSVIL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               NJ   07924
  UNPAID BALANCE:    366,431.540            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,351.58            ANNUAL RATE ADJUST:      0.000
  LTV :                 43.52941            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080131279               MORTGAGORS:        BRADEN, GERALD

                                                   BRADEN, HELEN
                                            ADDRESS     :    1068 CASCADE COURT
  MORTGAGE AMT:       600,000.00            CITY               MENLO PARK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   94025
  UNPAID BALANCE:    598,086.370            OPTION TO CONVERT :      No
  MONTHLY P&I:          5,351.13            ANNUAL RATE ADJUST:      0.000
  LTV :                 50.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080133341               MORTGAGORS:        SENGE, GEORGE

                                                   GOLDSMITH, SANDRA
                                            ADDRESS     :    312 AND 314 S GRETNA GREE
  MORTGAGE AMT:       420,000.00            CITY               LOS ANGELES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   90049
  UNPAID BALANCE:    418,703.480            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,834.02            ANNUAL RATE ADJUST:      0.000
  LTV :                 60.43165            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080139231               MORTGAGORS:        MARKHONKO, VLADIMIR

                                                   MARKHONKO, SVETLANA
                                            ADDRESS     :    413 ROSSWAY ROAD
  MORTGAGE AMT:       251,460.00            CITY               LAGRANGEVIL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.37500                               NY   12540
  UNPAID BALANCE:    250,622.640            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,173.24            ANNUAL RATE ADJUST:      0.000
  LTV :                 89.99742            OUTSIDE CONV DATE:
  CURRENT INT           6.37500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080141591               MORTGAGORS:        MYERS, MARY
                                            ADDRESS     :    8520  S ROSS AVE
  MORTGAGE AMT:        59,000.00            CITY               OKLAHOMA CI
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               OK   73159
  UNPAID BALANCE:     58,135.580            OPTION TO CONVERT :      No
  MONTHLY P&I:            534.44            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.66667            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080142193               MORTGAGORS:        COMBS, ROBERT

                                                   COMBS, MARGARET
                                            ADDRESS     :    200 VIEWPOINT DRIVE
  MORTGAGE AMT:       284,000.00            CITY               DANVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   94506
  UNPAID BALANCE:    282,183.230            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,532.87            ANNUAL RATE ADJUST:      0.000
  LTV :                 44.03101            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080142425               MORTGAGORS:        GUTH, KATHRYN
                                            ADDRESS     :    125B COUNTRY RIDGE ROAD
  MORTGAGE AMT:        40,000.00            CITY               HENDERSONVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               NC   28739
  UNPAID BALANCE:     40,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:            365.15            ANNUAL RATE ADJUST:      0.000
  LTV :                 38.83495            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080142854               MORTGAGORS:        BODMER TURNE, SANDRA

                                                   BODMER TURNE, JEFFREY
                                            ADDRESS     :    89 SCHOOL STREET
  MORTGAGE AMT:       260,000.00            CITY               GROVELAND
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               MA   01834
  UNPAID BALANCE:    259,161.730            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,300.76            ANNUAL RATE ADJUST:      0.000
  LTV :                 61.03286            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080143472               MORTGAGORS:        HAGGERTY, SHERMAN

                                                   HAGGERTY, RITA
                                            ADDRESS     :    287 MUSE DRIVE
  MORTGAGE AMT:       390,000.00            CITY               EL DORADO H
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   95762
  UNPAID BALANCE:    388,756.150            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,478.23            ANNUAL RATE ADJUST:      0.000
  LTV :                 73.58491            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080144033               MORTGAGORS:        NAEOLE, CHRISTOPHER

                                                   NAEOLE, TARA
                                            ADDRESS     :    149 POIPU DRIVE
  MORTGAGE AMT:       650,000.00            CITY               Honolulu
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               HI   96825
  UNPAID BALANCE:    642,073.750            OPTION TO CONVERT :      No
  MONTHLY P&I:          6,025.58            ANNUAL RATE ADJUST:      0.000
  LTV :                 72.22000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           04/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080144124               MORTGAGORS:        HALL, JOE
                                            ADDRESS     :    2075 OLD COUNTRY PLACE
  MORTGAGE AMT:       750,000.00            CITY               Woodstock
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               GA   30188
  UNPAID BALANCE:    742,626.460            OPTION TO CONVERT :      No
  MONTHLY P&I:          6,584.95            ANNUAL RATE ADJUST:      0.000
  LTV :                 62.50000            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080147051               MORTGAGORS:        ZIEGLER, ERIC

                                                   ZIEGLER, DEBRA
                                            ADDRESS     :    248 GOLDEN HIND PASSAGE
  MORTGAGE AMT:       300,000.00            CITY               CORTE MADER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CA   94925
  UNPAID BALANCE:    300,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,654.73            ANNUAL RATE ADJUST:      0.000
  LTV :                 64.51613            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080149594               MORTGAGORS:        RIFENBURG, ROBERT

                                                   RIFENBURG, CHERRI
                                            ADDRESS     :    6414 WEST BUCKSKIN TRAIL
  MORTGAGE AMT:       255,300.00            CITY               PHOENIX
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               AZ   85310
  UNPAID BALANCE:    254,528.970            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,366.66            ANNUAL RATE ADJUST:      0.000
  LTV :                 94.98863            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080155955               MORTGAGORS:        GIRARDI, JOHN

                                                   GIRARDI, DENISE
                                            ADDRESS     :    5 BURRELL LANE
  MORTGAGE AMT:       830,000.00            CITY               RANCHO PALO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   90275
  UNPAID BALANCE:    827,493.290            OPTION TO CONVERT :      No
  MONTHLY P&I:          7,694.21            ANNUAL RATE ADJUST:      0.000
  LTV :                 59.28571            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:109
  --------------------------------------------------------------------------------

  LN # 0080157035               MORTGAGORS:        JUST, DAVID

                                                   JUST, KAREN
                                            ADDRESS     :    7 CLAY LANE
  MORTGAGE AMT:       280,000.00            CITY               ROWLEY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               MA   01969
  UNPAID BALANCE:    279,145.040            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,575.79            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.54545            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080160971               MORTGAGORS:        ZAYAN, AHMED

                                                   ZAYAN, MARGARET
                                            ADDRESS     :    18 INDIAN LEDGE ROAD
  MORTGAGE AMT:       300,000.00            CITY               MONROE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CT   06468
  UNPAID BALANCE:    297,113.100            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,675.56            ANNUAL RATE ADJUST:      0.000
  LTV :                 55.05597            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080162787               MORTGAGORS:        TRAINOR, CHARLES

                                                   TRAINOR, PAULETTE
                                            ADDRESS     :    617 SHANGRI LANE
  MORTGAGE AMT:       360,000.00            CITY               SACRAMENTO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CA   95825
  UNPAID BALANCE:    358,839.330            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,185.67            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.31381            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080173214               MORTGAGORS:        BODLEY, ERIC

                                                   BODLEY, SUZANNE
                                            ADDRESS     :    9251 CEDAR CREEK DRIVE
  MORTGAGE AMT:       310,000.00            CITY               BONITA SPRI
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.75000                               FL   34135
  UNPAID BALANCE:    309,084.130            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,917.95            ANNUAL RATE ADJUST:      0.000
  LTV :                 89.53870            OUTSIDE CONV DATE:
  CURRENT INT           7.75000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080177835               MORTGAGORS:        MITCHELL, CHERYL
                                            ADDRESS     :    3445 LAKEMIST CIRCLE
  MORTGAGE AMT:       440,000.00            CITY               STOCKTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   95219
  UNPAID BALANCE:    438,656.510            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,047.66            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080180425               MORTGAGORS:        ANDAAS, GARY
                                            ADDRESS     :    19035 META ROAD
  MORTGAGE AMT:       447,000.00            CITY               CORNELIUS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               NC   28031
  UNPAID BALANCE:    445,650.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,143.75            ANNUAL RATE ADJUST:      0.000
  LTV :                 84.33962            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080189467               MORTGAGORS:        HSU, JOHN

                                                   HSU, GRACE
                                            ADDRESS     :    6 WOODSPRING COVE
  MORTGAGE AMT:       286,950.00            CITY               BUENA PARK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   90621
  UNPAID BALANCE:    286,054.480            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,599.29            ANNUAL RATE ADJUST:      0.000
  LTV :                 63.75802            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080191539               MORTGAGORS:        MILES, JOHN

                                                   MILES, CAROLYN
                                            ADDRESS     :    6254 KINGFISHER LANE
  MORTGAGE AMT:       294,000.00            CITY               ALEXANDRIA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               VA   22312
  UNPAID BALANCE:    293,062.320            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,622.06            ANNUAL RATE ADJUST:      0.000
  LTV :                 69.79643            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080192206               MORTGAGORS:        HALIM WALUJO, GENOVEVA

                                                   WALUJONO, HANTORO
                                            ADDRESS     :    6 INDIGO
  MORTGAGE AMT:       300,000.00            CITY               IRVINE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CA   92620
  UNPAID BALANCE:    298,060.100            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,654.73            ANNUAL RATE ADJUST:      0.000
  LTV :                 62.30659            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080192628               MORTGAGORS:        KLEIN, SPENCER

                                                   EHRENKRANTZ, RUTH
                                            ADDRESS     :    968 KEELER AVENUE
  MORTGAGE AMT:       380,800.00            CITY               BERKELEY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               CA   94708
  UNPAID BALANCE:    377,056.200            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,343.40            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080194053               MORTGAGORS:        KIM, CONNIE
                                                   KIM, JENNY
                                                   KIM, STEVEN
                                            ADDRESS     :    2645 2647 30TH STREET
  MORTGAGE AMT:       434,000.00            CITY               SANTA MONIC
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   90405
  UNPAID BALANCE:    432,689.270            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,023.23            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.56911            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080199789               MORTGAGORS:        VROMAN, TRUEMAN
                                            ADDRESS     :    1950 & 1880 HOOKTON ROAD
  MORTGAGE AMT:       400,000.00            CITY               LOLETA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CA   95551
  UNPAID BALANCE:    396,109.280            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,539.64            ANNUAL RATE ADJUST:      0.000
  LTV :                 69.57000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080199797               MORTGAGORS:        NOVINBAKHT, BIJAN

                                                   MEHRDAD, MOJGAN
                                            ADDRESS     :    268 SOUTH LA PEER DRIVE
  MORTGAGE AMT:       350,000.00            CITY               BEVERLY HILLS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               CA   90211
  UNPAID BALANCE:    346,559.010            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,072.98            ANNUAL RATE ADJUST:      0.000
  LTV :                 50.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080204191               MORTGAGORS:        WOOD, WILLIAM

                                                   WOOD, JANET
                                            ADDRESS     :    1621 KALISPELL COURT
  MORTGAGE AMT:       275,000.00            CITY               SUNNYVALE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   94087
  UNPAID BALANCE:    274,122.920            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,452.60            ANNUAL RATE ADJUST:      0.000
  LTV :                 45.83333            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080204514               MORTGAGORS:        AUYANG, HUNTER

                                                   AUYANG, ANETTE
                                            ADDRESS     :    491 TILLER LANE
  MORTGAGE AMT:       478,100.00            CITY               REDWOOD CITy
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               CA   94065
  UNPAID BALANCE:    478,100.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,197.69            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.99608            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080206022               MORTGAGORS:        DONTANVELLE, STEVEN
                                            ADDRESS     :    2844 HUTTON DRIVE
  MORTGAGE AMT:       860,000.00            CITY               BEVERLY HIL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               CA   90210
  UNPAID BALANCE:    857,431.050            OPTION TO CONVERT :      No
  MONTHLY P&I:          8,033.53            ANNUAL RATE ADJUST:      0.000
  LTV :                 47.77778            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:109
  --------------------------------------------------------------------------------

  LN # 0080206410               MORTGAGORS:        COTE, DENNIS

                                                   COTE, JONI
                                            ADDRESS     :    3020 BOWLING GREEN DRIVE
  MORTGAGE AMT:       330,000.00            CITY               WALNUT CREEk
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   94598
  UNPAID BALANCE:    328,981.300            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,012.45            ANNUAL RATE ADJUST:      0.000
  LTV :                 64.07767            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080207210               MORTGAGORS:        TORKAMANHA, HAMID

                                                   TOUTOUNCHI, MAHROKH
                                            ADDRESS     :    45 FEATHER RIDGE
  MORTGAGE AMT:       345,000.00            CITY               MISSION VIE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   92692
  UNPAID BALANCE:    343,899.660            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,076.90            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080214646               MORTGAGORS:        AKHAVI, MAHMOUD
                                            ADDRESS     :    681 SPRUCE STREET
  MORTGAGE AMT:       300,000.00            CITY               BERKELEY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   94707
  UNPAID BALANCE:    299,083.970            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,759.78            ANNUAL RATE ADJUST:      0.000
  LTV :                 51.72414            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080214653               MORTGAGORS:        ALAVI, MOSTAFA

                                                   ALAVI, AFSANEH
                                            ADDRESS     :    7 MOTT LANE
  MORTGAGE AMT:       399,950.00            CITY               HOUSTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.37500                               TX   77024
  UNPAID BALANCE:    397,279.250            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,456.57            ANNUAL RATE ADJUST:      0.000
  LTV :                 53.32667            OUTSIDE CONV DATE:
  CURRENT INT           6.37500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080214661               MORTGAGORS:        ALTMAN, VINCENT

                                                   ALTMAN, NANCY
                                            ADDRESS     :    101 MOORE CREEK ROAD
  MORTGAGE AMT:       300,000.00            CITY               SANTA CRUZ
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   95060
  UNPAID BALANCE:    298,080.880            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,675.57            ANNUAL RATE ADJUST:      0.000
  LTV :                 50.84746            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080214679               MORTGAGORS:        BORNEMAN, JEFFREY

                                                   BORNEMAN, CAROLYN
                                            ADDRESS     :    4736 MANITOU ROAD
  MORTGAGE AMT:       385,900.00            CITY               TONKA BAY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               MN   55331
  UNPAID BALANCE:    383,484.190            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,495.61            ANNUAL RATE ADJUST:      0.000
  LTV :                 35.08182            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080214695               MORTGAGORS:        CARROLL, THOMAS

                                                   CARROLL, SUSAN
                                            ADDRESS     :    1720 WEST FIRTH ROAD
  MORTGAGE AMT:       294,000.00            CITY               INVERNESS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               IL   60067
  UNPAID BALANCE:    292,139.470            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,642.56            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080214703               MORTGAGORS:        CHANG, JOAO

                                                   MAHASUCON, THIDA
                                            ADDRESS     :    1810 COUNTRY KNOLL PLACE
  MORTGAGE AMT:       550,000.00            CITY               LOS ANGELES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CA   91745
  UNPAID BALANCE:    546,443.510            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,867.01            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.69409            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080214711               MORTGAGORS:        CHEN, DAVID

                                                   CHEN, ANITA
                                            ADDRESS     :    21 TAMARISK
  MORTGAGE AMT:       357,600.00            CITY               MORAGA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.50000                               CA   94556
  UNPAID BALANCE:    355,237.440            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,115.09            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.50000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080214745               MORTGAGORS:        ESFANDI, JAHANGUIR

                                                   ESFANDI, EDNA
                                            ADDRESS     :    718 WARNER AVENUE
  MORTGAGE AMT:       650,000.00            CITY               LOS ANGELES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   90024
  UNPAID BALANCE:    645,844.930            OPTION TO CONVERT :      No
  MONTHLY P&I:          5,933.61            ANNUAL RATE ADJUST:      0.000
  LTV :                 36.11111            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080214760               MORTGAGORS:        FORGERON, DANIEL

                                                   FORGERON, MARY ANN
                                            ADDRESS     :    2123 BRIDGEPORT WAY
  MORTGAGE AMT:       299,500.00            CITY               TORRANCE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   90503
  UNPAID BALANCE:    297,585.460            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,734.03            ANNUAL RATE ADJUST:      0.000
  LTV :                 72.16867            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080214778               MORTGAGORS:        GOLDING, DAVID

                                                   GOLDING, JOAN
                                            ADDRESS     :    10040 EAST HAPPY VALLEY R
  MORTGAGE AMT:       339,000.00            CITY               SCOTTSDALE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               AZ   85255
  UNPAID BALANCE:    336,854.700            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,047.03            ANNUAL RATE ADJUST:      0.000
  LTV :                 32.28571            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080214794               MORTGAGORS:        HAIL, JOHN
                                            ADDRESS     :    6000 LA QUINTA DRIVE
  MORTGAGE AMT:       300,000.00            CITY               EDMOND
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               OK   73003
  UNPAID BALANCE:    297,557.290            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,654.73            ANNUAL RATE ADJUST:      0.000
  LTV :                 68.96552            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080214802               MORTGAGORS:        HANAUER, STEPHEN

                                                   HANAUER, BARBARA
                                            ADDRESS     :    38 ERICKSON DRIVE
  MORTGAGE AMT:       425,000.00            CITY               STAMFORD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CT   06903
  UNPAID BALANCE:    423,673.650            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,849.79            ANNUAL RATE ADJUST:      0.000
  LTV :                 64.78659            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080214810               MORTGAGORS:        HOLLAND, CRAIG
                                            ADDRESS     :    308 PACIFIC DRIVE
  MORTGAGE AMT:       300,000.00            CITY               MOUNTAIN VI
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   94043
  UNPAID BALANCE:    298,080.880            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,675.57            ANNUAL RATE ADJUST:      0.000
  LTV :                 60.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080214828               MORTGAGORS:        HUANG, ZHISONG

                                                   ZHANG, YUAN
                                            ADDRESS     :    2243 PASEO JACINTA
  MORTGAGE AMT:       297,600.00            CITY               SAN DIMAS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CA   91773
  UNPAID BALANCE:    295,675.600            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,633.50            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080214836               MORTGAGORS:        HUGHES, ROBERT

                                                   HUGHES, DIANNE
                                            ADDRESS     :    1503 EL PRADO AVE
  MORTGAGE AMT:       268,000.00            CITY               TORRANCE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   90501
  UNPAID BALANCE:    267,145.250            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,390.17            ANNUAL RATE ADJUST:      0.000
  LTV :                 73.42466            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080214844               MORTGAGORS:        JACOBS, ARTHUR

                                                   JACOBS, KATHRYN
                                            ADDRESS     :    6320 WATERFORD ROAD
  MORTGAGE AMT:       375,000.00            CITY               BRENTWOOD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               TN   37027
  UNPAID BALANCE:    372,803.470            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,305.91            ANNUAL RATE ADJUST:      0.000
  LTV :                 44.91018            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           07/01/09
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080214869               MORTGAGORS:        KONDA, VENKAT

                                                   KONDA, VL
                                            ADDRESS     :    6278 GRAND OAK WAY
  MORTGAGE AMT:       370,000.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   95135
  UNPAID BALANCE:    355,513.480            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,299.87            ANNUAL RATE ADJUST:      0.000
  LTV :                 61.87291            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080214877               MORTGAGORS:        LADNER, MICHAEL

                                                   HOMAN, COLBY
                                            ADDRESS     :    4050 BRIDGE STREET
  MORTGAGE AMT:       297,600.00            CITY               FAIR OAKS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   95628
  UNPAID BALANCE:    296,671.240            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,695.76            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080214885               MORTGAGORS:        LARSEN, WILLAM

                                                   LARSEN, PEGGY
                                            ADDRESS     :    6456 WEST 10760 NORTH
  MORTGAGE AMT:       256,500.00            CITY               HIGHLAND
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               UT   84003
  UNPAID BALANCE:    254,859.750            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,287.61            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080214893               MORTGAGORS:        LIOS, PETER

                                                   LIOS, MARINA
                                            ADDRESS     :    1720 SHORE ROAD
  MORTGAGE AMT:       178,500.00            CITY               LINWOOD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               NJ   08221
  UNPAID BALANCE:    177,358.110            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,591.97            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080214901               MORTGAGORS:        LIU, JENNIFER
                                            ADDRESS     :    1382 24TH AVENUE
  MORTGAGE AMT:       327,600.00            CITY               SAN FRANCISCO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   94122
  UNPAID BALANCE:    326,566.430            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,944.57            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080214935               MORTGAGORS:        MATZ, DOV

                                                   MATZ, BETH
                                            ADDRESS     :    10 CAPRICORN LANE
  MORTGAGE AMT:       291,000.00            CITY               MT KISCO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               NY   10549
  UNPAID BALANCE:    289,138.460            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,595.30            ANNUAL RATE ADJUST:      0.000
  LTV :                 28.39024            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080214950               MORTGAGORS:        NEL, ANDRE

                                                   GARDINER, MARGARET
                                            ADDRESS     :    4212 MURIETTA AVENUE
  MORTGAGE AMT:       300,000.00            CITY               SHERMAN OAK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CA   91423
  UNPAID BALANCE:    297,657.850            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,654.73            ANNUAL RATE ADJUST:      0.000
  LTV :                 56.28518            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080214968               MORTGAGORS:        PAYNE, MICHAEL

                                                   PAYNE, JULIE
                                            ADDRESS     :    323 HIGH STREET
  MORTGAGE AMT:       600,000.00            CITY               DENVER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CO   80218
  UNPAID BALANCE:    596,203.020            OPTION TO CONVERT :      No
  MONTHLY P&I:          5,392.97            ANNUAL RATE ADJUST:      0.000
  LTV :                 35.64306            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080214976               MORTGAGORS:        PHILLIPS, HAROLD

                                                   PHILLIPS, CARRIE
                                            ADDRESS     :    28942 WELCOME VIEW
  MORTGAGE AMT:       356,000.00            CITY               ESCONDIDO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   92026
  UNPAID BALANCE:    348,705.510            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,249.80            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080214984               MORTGAGORS:        PISHEV, BRANKO

                                                   PISHEV, ALIKI
                                            ADDRESS     :    55 MERIAM STREET
  MORTGAGE AMT:       385,000.00            CITY               LEXINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               MA   02420
  UNPAID BALANCE:    382,537.140            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,433.64            ANNUAL RATE ADJUST:      0.000
  LTV :                 47.53086            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080215007               MORTGAGORS:        PRYOR, GARY
                                            ADDRESS     :    250 WEBNEY DRIVE
  MORTGAGE AMT:       328,000.00            CITY               MARIETTA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               GA   30068
  UNPAID BALANCE:    325,879.030            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,902.51            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.22705            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080215015               MORTGAGORS:        PULLEN, GRACE

                                                   PULLEN, STEPHEN
                                            ADDRESS     :    48 PARADISE LANE
  MORTGAGE AMT:       160,000.00            CITY               WARWICK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               NY   10990
  UNPAID BALANCE:    158,987.460            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,438.13            ANNUAL RATE ADJUST:      0.000
  LTV :                 57.14286            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080215023               MORTGAGORS:        SHIRINIAN, MIHRAN

                                                   SHIRINIAN, ANNIE
                                            ADDRESS     :    1967 ASHINGTON DRIVE
  MORTGAGE AMT:       500,000.00            CITY               GLENDALE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   91206
  UNPAID BALANCE:    498,405.300            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,459.28            ANNUAL RATE ADJUST:      0.000
  LTV :                 76.92308            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080216930               MORTGAGORS:        SPICER, DONALD

                                                   SPICER, SUE
                                            ADDRESS     :    2019 HUNTWOOD DRIVE
  MORTGAGE AMT:       330,000.00            CITY               GAMBRILLS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               MD   21054
  UNPAID BALANCE:    328,947.510            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,943.12            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.15730            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080219421               MORTGAGORS:        LOCKRIDGE, RICHARD

                                                   LOCKRIDGE, MARYLOUISE
                                            ADDRESS     :    6613 IROQUOIS TR
  MORTGAGE AMT:       325,000.00            CITY               EDINA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               MN   55439
  UNPAID BALANCE:    322,920.960            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,898.53            ANNUAL RATE ADJUST:      0.000
  LTV :                 65.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080219439               MORTGAGORS:        HOYT, LESLIE

                                                   HOYT, CARLOS
                                            ADDRESS     :    6 PEACOCK FARM ROAD
  MORTGAGE AMT:       360,000.00            CITY               LEXINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               MA   02173
  UNPAID BALANCE:    357,697.060            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,210.68            ANNUAL RATE ADJUST:      0.000
  LTV :                 69.90291            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080219447               MORTGAGORS:        FERRARA, ROBERT

                                                   FERRARA, DEENA
                                            ADDRESS     :    10 WACHUSETT DRIVE
  MORTGAGE AMT:       325,000.00            CITY               ACTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               MA   01720
  UNPAID BALANCE:    321,939.120            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,943.95            ANNUAL RATE ADJUST:      0.000
  LTV :                 89.53168            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080219454               MORTGAGORS:        PERKINS, SUSAN
                                            ADDRESS     :    8250 SOUTH FALLCREEK ROAD
  MORTGAGE AMT:       446,800.00            CITY               WILSON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               WY   83014
  UNPAID BALANCE:    443,941.800            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,984.81            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080219462               MORTGAGORS:        BARREIRO, FELISBERTO

                                                   BARREIRO, DONNA
                                            ADDRESS     :    253 FIFTH AVE
  MORTGAGE AMT:       395,600.00            CITY               WEST HYANNI
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               MA   02672
  UNPAID BALANCE:    393,069.330            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,528.18            ANNUAL RATE ADJUST:      0.000
  LTV :                 46.54118            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080219470               MORTGAGORS:        RAPP, CARL
                                            ADDRESS     :    3130 3RD STREET
  MORTGAGE AMT:       317,000.00            CITY               BOULDER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.50000                               CO   80304
  UNPAID BALANCE:    314,905.690            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,761.41            ANNUAL RATE ADJUST:      0.000
  LTV :                 68.91304            OUTSIDE CONV DATE:
  CURRENT INT           6.50000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080219488               MORTGAGORS:        OHRMUNDT, DAVID P

                                                   OHRMUNDT, MARIAN
                                            ADDRESS     :    2220 N PENINSULA ROAD
  MORTGAGE AMT:       431,000.00            CITY               OCONOMOWOC
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               WI   53066
  UNPAID BALANCE:    397,038.640            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,813.96            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.96289            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080219496               MORTGAGORS:        SCHWARTZ, DAVID

                                                   SCHWARTZ, DEBRA
                                            ADDRESS     :    54 REDWOOD ROAD
  MORTGAGE AMT:       300,000.00            CITY               NEWTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               MA   02459
  UNPAID BALANCE:    298,080.900            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,675.56            ANNUAL RATE ADJUST:      0.000
  LTV :                 54.54545            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080219504               MORTGAGORS:        BRAVEMAN, THEODORE
                                            ADDRESS     :    12 MYSTIC BANK
  MORTGAGE AMT:       404,000.00            CITY               ARLINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               MA   02474
  UNPAID BALANCE:    401,359.390            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,547.09            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.75244            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080219512               MORTGAGORS:        WRIGHT, LEONARD
                                            ADDRESS     :    5300 HAYNES HALL
  MORTGAGE AMT:       348,000.00            CITY               CHARLOTTE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.50000                               NC   28270
  UNPAID BALANCE:    345,700.880            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,031.46            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.50000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080219520               MORTGAGORS:        STORNACH, SAMUEL
                                            ADDRESS     :    1606 STRONWOOD DRIVE
  MORTGAGE AMT:       300,000.00            CITY               WILSON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               NC   27893
  UNPAID BALANCE:    298,039.130            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,633.99            ANNUAL RATE ADJUST:      0.000
  LTV :                 43.47826            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080219538               MORTGAGORS:        LANGE, WALDEN

                                                   LANGE, ALICE
                                            ADDRESS     :    3633 MONTE REAL
  MORTGAGE AMT:       330,000.00            CITY               ESCONDIDO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CA   92029
  UNPAID BALANCE:    327,866.120            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,920.20            ANNUAL RATE ADJUST:      0.000
  LTV :                 66.66667            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080219553               MORTGAGORS:        PLOTSKY, DAVID

                                                   PLOTSKY, NANCY
                                            ADDRESS     :    40175 CC GRAY ROAD
  MORTGAGE AMT:       307,500.00            CITY               AVON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               NC   27915
  UNPAID BALANCE:    305,636.830            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,850.56            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.87013            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080219561               MORTGAGORS:        DICKSTEIN, STEVEN

                                                   DICKSTEIN, CAROLE
                                            ADDRESS     :    18852 LA AMISTAD PLACE
  MORTGAGE AMT:       404,000.00            CITY               TARZANA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   91356
  UNPAID BALANCE:    401,470.890            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,659.56            ANNUAL RATE ADJUST:      0.000
  LTV :                 57.71429            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080219579               MORTGAGORS:        LEFF, W
                                            ADDRESS     :    10435 BRIAR COURT
  MORTGAGE AMT:       290,000.00            CITY               BLOOMINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               MN   55435
  UNPAID BALANCE:    288,124.760            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,566.24            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.35897            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080219587               MORTGAGORS:        MACHOLZ, FREDRIC

                                                   MACHOLZ, JULE
                                            ADDRESS     :    310 SARDIS POINTE ROAD
  MORTGAGE AMT:       287,000.00            CITY               MATTHEWS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               NC   28105
  UNPAID BALANCE:    285,124.100            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,519.85            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.82200            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080219603               MORTGAGORS:        GROLMAN, DENNIS

                                                   GROLMAN, LEONA
                                            ADDRESS     :    1660 STARCROSS ROAD
  MORTGAGE AMT:       295,000.00            CITY               YORK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               PA   17403
  UNPAID BALANCE:    293,056.450            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,713.77            ANNUAL RATE ADJUST:      0.000
  LTV :                 38.81579            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080219611               MORTGAGORS:        BAMBEI, PAUL

                                                   BAMBEI, CANDACE
                                            ADDRESS     :    394 CASTLE PINES DRIVE SO
  MORTGAGE AMT:       325,000.00            CITY               CASTLE ROCK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               CO   80104
  UNPAID BALANCE:    322,875.730            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,853.48            ANNUAL RATE ADJUST:      0.000
  LTV :                 37.79070            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080219629               MORTGAGORS:        MAZHARI, ASSADOLLAH

                                                   MAZHARI, NAHID
                                            ADDRESS     :    1645 KIRKWAY LANE
  MORTGAGE AMT:       595,000.00            CITY               BLOOMFIELD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               MI   48302
  UNPAID BALANCE:    591,110.970            OPTION TO CONVERT :      No
  MONTHLY P&I:          5,224.06            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080219637               MORTGAGORS:        GARVEY, HOWARD

                                                   GARVEY, SHIRLEY
                                            ADDRESS     :    213 BAYLEAF DRIVE
  MORTGAGE AMT:       410,000.00            CITY               RALEIGH
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.50000                               NC   27615
  UNPAID BALANCE:    407,291.270            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,571.54            ANNUAL RATE ADJUST:      0.000
  LTV :                 65.07937            OUTSIDE CONV DATE:
  CURRENT INT           6.50000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080219645               MORTGAGORS:        HAEFELE, ROBERT
                                            ADDRESS     :    19451 SOUTH MESA DRIVE
  MORTGAGE AMT:       650,000.00            CITY               VILLA PARK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   92861
  UNPAID BALANCE:    645,841.940            OPTION TO CONVERT :      No
  MONTHLY P&I:          5,797.05            ANNUAL RATE ADJUST:      0.000
  LTV :                 56.52174            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080219660               MORTGAGORS:        LANG, KATHRYN
                                            ADDRESS     :    417 DEWEY BLVD
  MORTGAGE AMT:       386,000.00            CITY               SAN FRANSIS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   94116
  UNPAID BALANCE:    383,608.310            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,523.65            ANNUAL RATE ADJUST:      0.000
  LTV :                 63.27869            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080219686               MORTGAGORS:        JADDOU, SALAM

                                                   JADDOU, DINA
                                            ADDRESS     :    1874 Canterberry Ct.
  MORTGAGE AMT:       290,000.00            CITY               BLOOMFIELD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               MI   48302
  UNPAID BALANCE:    288,144.860            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,586.38            ANNUAL RATE ADJUST:      0.000
  LTV :                 72.50000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080221898               MORTGAGORS:        VIRTUE, THOMAS

                                                   VIRTUE, ROBIN
                                            ADDRESS     :    4050 ORTEGA FOREST DRIVE
  MORTGAGE AMT:       340,450.00            CITY               JACKSONVILL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               FL   32210
  UNPAID BALANCE:    337,138.530            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,012.67            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.92708            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080221989               MORTGAGORS:        CANTRELL, W

                                                   CANTRELL, HOPE
                                            ADDRESS     :    1853 COLWOOD COURT
  MORTGAGE AMT:       260,000.00            CITY               JACKSONVILL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               FL   32217
  UNPAID BALANCE:    258,354.650            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,336.95            ANNUAL RATE ADJUST:      0.000
  LTV :                 55.91398            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080222037               MORTGAGORS:        ZAHNEN, JOSEPH
                                            ADDRESS     :    716 HAMPTON ROADS DRIVE
  MORTGAGE AMT:       310,500.00            CITY               KNOXVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               TN   37922
  UNPAID BALANCE:    309,541.500            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,834.44            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080222151               MORTGAGORS:        BANKOFF, JOSEPH

                                                   BANKOFF, LISA
                                            ADDRESS     :    102 BRIGHTON ROAD NE
  MORTGAGE AMT:       357,500.00            CITY               ATLANTA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.50000                               GA   30309
  UNPAID BALANCE:    355,138.120            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,114.21            ANNUAL RATE ADJUST:      0.000
  LTV :                 50.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.50000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080222185               MORTGAGORS:        HUDSON, ROBERT

                                                   HUDSON, ELEANOR
                                            ADDRESS     :    12799 DOVER DRIVE
  MORTGAGE AMT:       300,000.00            CITY               APPLE VALLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               MN   55124
  UNPAID BALANCE:    297,050.580            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,633.98            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080222243               MORTGAGORS:        BERRY, MICHAEL

                                                   BERRY, TRICIA
                                            ADDRESS     :    309 MEADOW DRIVE
  MORTGAGE AMT:       262,600.00            CITY               SUNNYVALE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               TX   75182
  UNPAID BALANCE:    260,901.950            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,323.77            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.98782            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080222284               MORTGAGORS:        KNECHT, DENNIS

                                                   KNECHT, PATRICIA
                                            ADDRESS     :    3018 NORTHWOOD
  MORTGAGE AMT:       344,000.00            CITY               PASCAGOULA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MS   39567
  UNPAID BALANCE:    341,823.070            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,091.97            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080222334               MORTGAGORS:        TOUR, JAMES

                                                   TOUR, SHIREEN
                                            ADDRESS     :    4625 SPRUCE STREET
  MORTGAGE AMT:       285,000.00            CITY               BELLAIRE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.50000                               TX   77401
  UNPAID BALANCE:    282,111.680            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,482.66            ANNUAL RATE ADJUST:      0.000
  LTV :                 77.02703            OUTSIDE CONV DATE:
  CURRENT INT           6.50000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080223241               MORTGAGORS:        WILSON, ROBIN
                                            ADDRESS     :    105 PROMETHEAN WAY
  MORTGAGE AMT:       369,600.00            CITY               MOUNTAIN VIew
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.87500                               CA   94043
  UNPAID BALANCE:    369,600.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,505.47            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.87500             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080223258               MORTGAGORS:        WALLACE, GUY

                                                   WALLACE, MARGARET
                                            ADDRESS     :    1043 STOCKTON COURT
  MORTGAGE AMT:       287,000.00            CITY               AURORA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               IL   60504
  UNPAID BALANCE:    286,104.320            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,599.74            ANNUAL RATE ADJUST:      0.000
  LTV :                 71.75000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080223746               MORTGAGORS:        MC BRIDE, CHARLES

                                                   MC BRIDE, CLAIRE
                                            ADDRESS     :    3 WELLINGTON AVENUE
  MORTGAGE AMT:       500,000.00            CITY               ROSS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CA   94957
  UNPAID BALANCE:    495,136.590            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,424.55            ANNUAL RATE ADJUST:      0.000
  LTV :                 51.28000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080223753               MORTGAGORS:        STAUFFER, DAVID
                                            ADDRESS     :    2485 MARINEVIEW DRIVE
  MORTGAGE AMT:       306,400.00            CITY               SAN LEANDRO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               CA   94577
  UNPAID BALANCE:    303,387.670            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,690.17            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080223761               MORTGAGORS:        SHEN, ZHI-FANG

                                                   SHEN, LUCY CHONG-HUI
                                            ADDRESS     :    2777 GLAUSER DRIVE
  MORTGAGE AMT:       280,000.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   95133
  UNPAID BALANCE:    278,266.070            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,556.02            ANNUAL RATE ADJUST:      0.000
  LTV :                 60.54000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080223779               MORTGAGORS:        SEXTON, WILLIAM

                                                   SEXTON, EUNA
                                            ADDRESS     :    15135 WEST CATALINA DRIVE
  MORTGAGE AMT:       263,700.00            CITY               GOODYEAR
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               AZ   85338
  UNPAID BALANCE:    262,031.230            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,370.21            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080223787               MORTGAGORS:        KEPROS, JOHN

                                                   KEPROS, MICHELE
                                            ADDRESS     :    8861 SOUTH CHESTNUT HILL
  MORTGAGE AMT:       303,050.00            CITY               HIGHLANDS RANCH
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CO   80126
  UNPAID BALANCE:    302,083.460            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,702.76            ANNUAL RATE ADJUST:      0.000
  LTV :                 95.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080223795               MORTGAGORS:        GASPAR, DAVID

                                                   GASPAR, LAURIE
                                            ADDRESS     :    6363 EAST STANFORD AVENUE
  MORTGAGE AMT:       500,000.00            CITY               ENGLEWOOD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CO   80111
  UNPAID BALANCE:    498,422.530            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,494.14            ANNUAL RATE ADJUST:      0.000
  LTV :                 57.47000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080223829               MORTGAGORS:        DILLOW, JOHN

                                                   DILLOW, ALISON
                                            ADDRESS     :    1005 EVERGREEN POINT ROAD
  MORTGAGE AMT:       536,800.00            CITY               MEDINA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               WA   98039
  UNPAID BALANCE:    525,876.970            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,824.91            ANNUAL RATE ADJUST:      0.000
  LTV :                 13.09000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           04/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080223837               MORTGAGORS:        OSTROW, JAY

                                                   OSTROW, JUDITH
                                            ADDRESS     :    3604 N.W. 60TH STREET
  MORTGAGE AMT:       282,000.00            CITY               SEATTLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               WA   98107
  UNPAID BALANCE:    279,227.550            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,475.94            ANNUAL RATE ADJUST:      0.000
  LTV :                 65.28000            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080223878               MORTGAGORS:        MOWERY, THOMAS

                                                   MOWERY, CINDY
                                            ADDRESS     :    2809 LONG GROVE COURT
  MORTGAGE AMT:       300,000.00            CITY               MARIETTA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.50000                               GA   30062
  UNPAID BALANCE:    295,004.570            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,613.32            ANNUAL RATE ADJUST:      0.000
  LTV :                 54.51000            OUTSIDE CONV DATE:
  CURRENT INT           6.50000             MATURITY DATE:           03/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080223886               MORTGAGORS:        SQUIRES, BOB

                                                   SQUIRES, MYRA
                                            ADDRESS     :    3118 TIMBER RIDGE DRIVE
  MORTGAGE AMT:       248,000.00            CITY               SPRINGDALE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               AR   72762
  UNPAID BALANCE:    246,396.340            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,194.58            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080223910               MORTGAGORS:        HARDISON, PHILIP

                                                   HARDISON, DEBORAH
                                            ADDRESS     :    3543 ISKAGNA DRIVE
  MORTGAGE AMT:       382,500.00            CITY               KNOXVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               TN   37919
  UNPAID BALANCE:    381,266.780            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,384.78            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080223928               MORTGAGORS:        PATY, RALPH

                                                   PATY, LISA
                                            ADDRESS     :    7905 WOLFTEVER LANE
  MORTGAGE AMT:       250,000.00            CITY               OOLTEWAH
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               TN   37363
  UNPAID BALANCE:    248,493.980            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,212.27            ANNUAL RATE ADJUST:      0.000
  LTV :                 84.75000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080223936               MORTGAGORS:        SHEALY, JOHN

                                                   SHEALY, DONNA
                                            ADDRESS     :    349 BRANTLEY CLUB PLACE
  MORTGAGE AMT:       372,000.00            CITY               LONGWOOD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               FL   32779
  UNPAID BALANCE:    369,696.360            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,395.85            ANNUAL RATE ADJUST:      0.000
  LTV :                 76.70000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080223944               MORTGAGORS:        BUCHAS, CHARLES

                                                   BUCHAS, LINDLEY
                                            ADDRESS     :    830 GULF SHORE DRIVE UNIT
  MORTGAGE AMT:       368,000.00            CITY               DESTIN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               FL   32541
  UNPAID BALANCE:    365,671.180            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,307.69            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080223969               MORTGAGORS:        RENEHAN, BRYAN

                                                   RENEHAN, ALEXA A
                                            ADDRESS     :    14814 KELLEY FARM DRIVE
  MORTGAGE AMT:       400,000.00            CITY               GERMANTOWN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               MD   20874
  UNPAID BALANCE:    397,172.310            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,651.45            ANNUAL RATE ADJUST:      0.000
  LTV :                 66.12000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080223993               MORTGAGORS:        FEARING, MITCHEL

                                                   FEARING, PATRICIA
                                            ADDRESS     :    134 WYNDHAM DRIVE
  MORTGAGE AMT:       500,000.00            CITY               WINTER HAVEN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               FL   33884
  UNPAID BALANCE:    496,801.470            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,459.28            ANNUAL RATE ADJUST:      0.000
  LTV :                 81.97000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080224017               MORTGAGORS:        FORD, RUSSELL

                                                   WILSON, LAURIE
                                            ADDRESS     :    4335 LAKE FORREST COURT
  MORTGAGE AMT:       256,800.00            CITY               ATLANTA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               GA   30342
  UNPAID BALANCE:    255,980.960            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,290.29            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080224025               MORTGAGORS:        MIELE, LINDA

                                                   MIELE, TIMOTHY
                                            ADDRESS     :    241 GOVERNORS WAY
  MORTGAGE AMT:       250,000.00            CITY               BRENTWOOD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.50000                               TN   37027
  UNPAID BALANCE:    247,515.790            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,177.77            ANNUAL RATE ADJUST:      0.000
  LTV :                 18.87000            OUTSIDE CONV DATE:
  CURRENT INT           6.50000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080224033               MORTGAGORS:        SCOTT, MARK
                                            ADDRESS     :    12 TOKONEKE TRAIL
  MORTGAGE AMT:       550,000.00            CITY               DARIEN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.37500                               CT   06820
  UNPAID BALANCE:    544,476.250            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,753.38            ANNUAL RATE ADJUST:      0.000
  LTV :                 32.35000            OUTSIDE CONV DATE:
  CURRENT INT           6.37500             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080224058               MORTGAGORS:        PHILLIPS, JAMES

                                                   PHILLIPS, MEREDITH
                                            ADDRESS     :    9922 36TH STREET NORTHWES
  MORTGAGE AMT:       403,800.00            CITY               GIG HARBOR
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               WA   98335
  UNPAID BALANCE:    400,037.820            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,686.14            ANNUAL RATE ADJUST:      0.000
  LTV :                 42.06000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080224124               MORTGAGORS:        MILTON, WALTER
                                            ADDRESS     :    3421 PARTRIDGE ROAD
  MORTGAGE AMT:       283,700.00            CITY               OKLAHOMA CITY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               OK   73120
  UNPAID BALANCE:    279,074.870            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,510.49            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.93000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           04/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080224140               MORTGAGORS:        HALL, WILLIAM
                                            ADDRESS     :    103 FORREST HILLS CIRCLE
  MORTGAGE AMT:       264,000.00            CITY               DICKSON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               TN   37055
  UNPAID BALANCE:    262,292.890            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,336.16            ANNUAL RATE ADJUST:      0.000
  LTV :                 72.33000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080224173               MORTGAGORS:        COUSSENS, ROBERT

                                                   COUSSENS, SUSAN
                                            ADDRESS     :    463 OCEAN AVENUE
  MORTGAGE AMT:       327,150.00            CITY               CANNON BEACH
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               OR   97110
  UNPAID BALANCE:    325,011.670            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,872.36            ANNUAL RATE ADJUST:      0.000
  LTV :                 42.21000            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080224199               MORTGAGORS:        CALDER, WAYNE

                                                   CALDER, GAIL
                                            ADDRESS     :    1305 SOUTH COURTLAND AVEN
  MORTGAGE AMT:       300,000.00            CITY               PARK RIDGE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               IL   60068
  UNPAID BALANCE:    297,081.960            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,654.73            ANNUAL RATE ADJUST:      0.000
  LTV :                 65.22000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080224207               MORTGAGORS:        MCGREGOR, QUENTIN

                                                   MCGREGOR, VIRGINIA
                                            ADDRESS     :    14300 CERVANTES AVENUE
  MORTGAGE AMT:       324,500.00            CITY               DARNESTOWN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               MD   20874
  UNPAID BALANCE:    322,401.660            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,871.54            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.54000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080224231               MORTGAGORS:        HULSE, GARY
                                            ADDRESS     :    4221 BIRDIE COURT
  MORTGAGE AMT:       375,000.00            CITY               LONGMONT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CO   80503
  UNPAID BALANCE:    371,391.340            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,344.46            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080224249               MORTGAGORS:        CHILD, GILBERT

                                                   CHILD, JULIE
                                            ADDRESS     :    3246 SW 48TH AVENUE
  MORTGAGE AMT:       400,000.00            CITY               PORTLAND
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.50000                               OR   97221
  UNPAID BALANCE:    397,182.180            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,484.43            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.50000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080224256               MORTGAGORS:        LOU, GEORGE
                                                   LOU, ROBERT
                                                   LOU, BETSY
                                            ADDRESS     :    3662 WEST MERCER WAY
  MORTGAGE AMT:       543,200.00            CITY               MERCER ISLAND
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               WA   98040
  UNPAID BALANCE:    539,725.120            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,844.56            ANNUAL RATE ADJUST:      0.000
  LTV :                 62.44000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080224280               MORTGAGORS:        NEWELL, DONALD

                                                   NEWELL, SHAWNA
                                            ADDRESS     :    17311 NE STONEY MEADOW DR
  MORTGAGE AMT:       380,000.00            CITY               VANCOUVER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.50000                               WA   98682
  UNPAID BALANCE:    376,223.980            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,310.21            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.50000             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080224298               MORTGAGORS:        KEMP, MICHELE
                                            ADDRESS     :    8024 DAVIS DR
  MORTGAGE AMT:       398,400.00            CITY               CLAYTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               MO   63105
  UNPAID BALANCE:    395,851.420            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,553.15            ANNUAL RATE ADJUST:      0.000
  LTV :                 71.14000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080224322               MORTGAGORS:        SMITH, HAROLD
                                            ADDRESS     :    1953 EAST NOTTINGHAM
  MORTGAGE AMT:       316,000.00            CITY               SPRINGFIELD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               MO   65810
  UNPAID BALANCE:    313,934.540            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,774.46            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080224355               MORTGAGORS:        CAPOCCIONI, RICHARD

                                                   CAPOCCIONI, TRUDY
                                            ADDRESS     :    36843 FOX HILL DR.
  MORTGAGE AMT:       400,000.00            CITY               WADSWORTH
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               IL   60083-
  UNPAID BALANCE:    394,033.560            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,567.42            ANNUAL RATE ADJUST:      0.000
  LTV :                 47.06000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080224363               MORTGAGORS:        AHUJA, JAGBIR

                                                   AHUJA, SHONA
                                            ADDRESS     :    1442 CASCADE LANE
  MORTGAGE AMT:       400,000.00            CITY               BARRINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               IL   60010
  UNPAID BALANCE:    396,109.280            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,539.64            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.11000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080224371               MORTGAGORS:        SMITH, SCOTT
                                            ADDRESS     :    6528 PLESENTON DRIVE SOUT
  MORTGAGE AMT:       329,600.00            CITY               WORTHINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               OH   43085
  UNPAID BALANCE:    327,468.680            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,916.67            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080224389               MORTGAGORS:        LANGREDER, TED

                                                   LANGREDER, KAY
                                            ADDRESS     :    4117 & 4119 HOLLAND AVENU
  MORTGAGE AMT:       300,000.00            CITY               DALLAS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               TX   75219
  UNPAID BALANCE:    298,121.960            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,717.49            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080224397               MORTGAGORS:        GARNEAU, PAUL

                                                   GARNEAU, ELIZABETH
                                            ADDRESS     :    172 SANDY RIDGE MT. AIRY
  MORTGAGE AMT:       389,000.00            CITY               STOCKTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               NJ   08559
  UNPAID BALANCE:    386,484.600            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,442.30            ANNUAL RATE ADJUST:      0.000
  LTV :                 66.78000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080224405               MORTGAGORS:        PLOURDE, NORMAN

                                                   PLOURDE, WILMA
                                            ADDRESS     :    6615 SUNBRIAR DRIVE
  MORTGAGE AMT:       400,000.00            CITY               CUMMING
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.50000                               GA   30040
  UNPAID BALANCE:    397,357.340            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,484.43            ANNUAL RATE ADJUST:      0.000
  LTV :                 52.46000            OUTSIDE CONV DATE:
  CURRENT INT           6.50000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080224413               MORTGAGORS:        SMITH, RANDY J

                                                   SMITH, CONNIE S
                                            ADDRESS     :    3645 W SYCAMORE BEACH RD
  MORTGAGE AMT:       408,750.00            CITY               ANGOLA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               IN   46703
  UNPAID BALANCE:    406,078.330            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,588.80            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080224421               MORTGAGORS:        CRIST, JAMES

                                                   GRASS, SHARON
                                            ADDRESS     :    3124 TIFFANY DRIVE
  MORTGAGE AMT:       505,660.00            CITY               BELLEAIR BEACH
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               FL   33786
  UNPAID BALANCE:    502,231.440            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,545.02            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.91000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080224439               MORTGAGORS:        CHAUDHURI, UDIT

                                                   CHAUDHURI, SUMITA
                                            ADDRESS     :    520 ALTAMIRA DRIVE
  MORTGAGE AMT:       315,000.00            CITY               KNOXVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               TN   37922
  UNPAID BALANCE:    312,941.090            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,765.68            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080224447               MORTGAGORS:        MEDEL, ARTHUR

                                                   MEDEL, CHERYL
                                            ADDRESS     :    6018 WOODLEY ROAD
  MORTGAGE AMT:       336,000.00            CITY               MCLEAN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               VA   22101
  UNPAID BALANCE:    333,896.570            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,043.60            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.14000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080224454               MORTGAGORS:        STOLL, DAVID

                                                   STOLL, GENA
                                            ADDRESS     :    5516 EAST CAMELHILL ROAD
  MORTGAGE AMT:       366,850.00            CITY               PHOENIX
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               AZ   85018
  UNPAID BALANCE:    364,477.830            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,246.29            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.55000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080224462               MORTGAGORS:        WOOD, DAVID

                                                   WOOD, NORMA
                                            ADDRESS     :    854 TRAIL RIDGE DRIVE
  MORTGAGE AMT:       296,000.00            CITY               LOUISVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CO   80027
  UNPAID BALANCE:    294,085.970            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,619.33            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080224470               MORTGAGORS:        ROOKER, ANGELA

                                                   ROOKER, TODD
                                            ADDRESS     :    7501 EAST PHANTOM WAY
  MORTGAGE AMT:       267,500.00            CITY               SCOTTSDALE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               AZ   85255
  UNPAID BALANCE:    265,788.770            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,385.72            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.21000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080224488               MORTGAGORS:        RIAVE, DIANE
                                            ADDRESS     :    8787 SHOREHAM DRIVE #909
  MORTGAGE AMT:       117,000.00            CITY               WEST HOLLYWOOD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   90069
  UNPAID BALANCE:    116,267.570            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,059.82            ANNUAL RATE ADJUST:      0.000
  LTV :                 55.45000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080225550               MORTGAGORS:        BACON, RICHARD

                                                   BACON, JANE
                                            ADDRESS     :    492 JASMINE LANE
  MORTGAGE AMT:       312,000.00            CITY               Petaluma
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   94952
  UNPAID BALANCE:    310,004.120            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,782.59            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080225576               MORTGAGORS:        COLLINS, JOHN

                                                   COLLINS, MELISSA
                                            ADDRESS     :    5367 SOUTH LEWISTON STREE
  MORTGAGE AMT:       281,000.00            CITY               Aurora
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CO   80015
  UNPAID BALANCE:    279,259.880            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,565.14            ANNUAL RATE ADJUST:      0.000
  LTV :                 86.46000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080226806               MORTGAGORS:        YOUNG, DAVID

                                                   YOUNG, RENEE
                                            ADDRESS     :    331 SWEETBRIAR RD.
  MORTGAGE AMT:       520,000.00            CITY               Memphis
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               TN   38120
  UNPAID BALANCE:    518,010.050            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,637.64            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080226830               MORTGAGORS:        ABDULLAH, ASLIM
                                            ADDRESS     :    17316 AVENLEIGH DRIVE
  MORTGAGE AMT:       259,000.00            CITY               Ashton
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MD   20861
  UNPAID BALANCE:    257,360.960            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,327.97            ANNUAL RATE ADJUST:      0.000
  LTV :                 60.23000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080226889               MORTGAGORS:        LUSARETA, WILLIAM

                                                   LUSARETA, SHARON
                                            ADDRESS     :    2728 SUPERIOR DRIVE
  MORTGAGE AMT:       309,500.00            CITY               Livermore
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   94550
  UNPAID BALANCE:    308,544.580            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,825.31            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.36000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080226913               MORTGAGORS:        FRANKLIN, THOMAS

                                                   FRANKLIN, L.
                                            ADDRESS     :    1552 ASHEFORDE DRIVE
  MORTGAGE AMT:       289,250.00            CITY               Marietta
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               GA   30068
  UNPAID BALANCE:    287,419.520            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,599.87            ANNUAL RATE ADJUST:      0.000
  LTV :                 62.20000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080226962               MORTGAGORS:        PRYOR, MELVIN

                                                   PRYOR, JULIA
                                            ADDRESS     :    6514 RIO BLANCO DRIVE
  MORTGAGE AMT:       348,000.00            CITY               SLOUGHHOUSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   95683
  UNPAID BALANCE:    346,761.680            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,176.77            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.83871            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080227564               MORTGAGORS:        WALTON, GEORGE
                                            ADDRESS     :    1620 CLINTON AVENUE
  MORTGAGE AMT:       302,000.00            CITY               ALAMEDA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   94501
  UNPAID BALANCE:    301,077.870            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,778.17            ANNUAL RATE ADJUST:      0.000
  LTV :                 48.70968            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080227762               MORTGAGORS:        STARKEY, MATTHEW

                                                   STARKEY, LINDA
                                            ADDRESS     :    23545 OAK VALLEY ROAD
  MORTGAGE AMT:       400,000.00            CITY               CUPERTINO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.50000                               CA   95014
  UNPAID BALANCE:    397,357.340            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,484.43            ANNUAL RATE ADJUST:      0.000
  LTV :                 36.24915            OUTSIDE CONV DATE:
  CURRENT INT           6.50000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080227804               MORTGAGORS:        WANG, EDWARD

                                                   WEN, YU CHING
                                            ADDRESS     :    12123 GREENOCK LANE
  MORTGAGE AMT:       448,000.00            CITY               LOS ANGELES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        8.12500                               CA   90049
  UNPAID BALANCE:    446,719.610            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,313.72            ANNUAL RATE ADJUST:      0.000
  LTV :                 54.63415            OUTSIDE CONV DATE:
  CURRENT INT           8.12500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080227937               MORTGAGORS:        CHIOU, YAWWEI

                                                   HWANG, SU-HUI
                                            ADDRESS     :    479 EAST VINEDO LANE
  MORTGAGE AMT:       379,550.00            CITY               Tempe
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.37500                               AZ   85284
  UNPAID BALANCE:    377,015.460            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,280.26            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.07000            OUTSIDE CONV DATE:
  CURRENT INT           6.37500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080227952               MORTGAGORS:        ILGENFRITZ, ROBERT

                                                   ILGENFRITZ, GRETCHEN
                                            ADDRESS     :    5051 88TH AVE SE
  MORTGAGE AMT:       331,000.00            CITY               Mercer Island
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               WA   98040
  UNPAID BALANCE:    329,955.710            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,975.12            ANNUAL RATE ADJUST:      0.000
  LTV :                 40.76000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080227978               MORTGAGORS:        SPITZ, THOMAS

                                                   SPITZ, JAMI
                                            ADDRESS     :    1013 FOSSIL CREEK PARKWAY
  MORTGAGE AMT:       321,000.00            CITY               Fort Collins
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CO   80525
  UNPAID BALANCE:    318,427.070            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,840.56            ANNUAL RATE ADJUST:      0.000
  LTV :                 76.98000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080230733               MORTGAGORS:        PRADILLA, CARLOS

                                                   PRADILLA, PATRICIA
                                            ADDRESS     :    18900 SW 63RD STREET
  MORTGAGE AMT:       240,000.00            CITY               FORT LAUDERDALE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               FL   33332
  UNPAID BALANCE:    239,234.550            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,140.45            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080231012               MORTGAGORS:        BALLARD, ALISON
                                            ADDRESS     :    1938 CENTRO WEST STREET
  MORTGAGE AMT:       360,000.00            CITY               TIBURON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               CA   94920
  UNPAID BALANCE:    358,924.630            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,362.87            ANNUAL RATE ADJUST:      0.000
  LTV :                 55.38462            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080231483               MORTGAGORS:        SKICEWICZ, JOHN

                                                   SKICEWICZ, MARGO
                                            ADDRESS     :    641 PONCE DE LEON BLVD
  MORTGAGE AMT:       275,000.00            CITY               BELLEAIR
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               FL   33756
  UNPAID BALANCE:    274,122.920            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,452.60            ANNUAL RATE ADJUST:      0.000
  LTV :                 71.43000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080231509               MORTGAGORS:        PROCTOR, ROBERT

                                                   PROCTOR, MICHELLE
                                            ADDRESS     :    1456 WAGGAMAN CIRCLE
  MORTGAGE AMT:       292,000.00            CITY               Mc Lean
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               VA   22101
  UNPAID BALANCE:    291,078.750            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,624.58            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080231517               MORTGAGORS:        COSTA, DENNIS
                                            ADDRESS     :    38 REMINGTON DRIVE
  MORTGAGE AMT:       329,330.00            CITY               HIGHLAND VILLAGE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               TX   75077
  UNPAID BALANCE:    328,324.430            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,029.58            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.17000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080233612               MORTGAGORS:        SPECTER, MICHAEL

                                                   SPECTER, TAMARA
                                            ADDRESS     :    9028 WATERFIELD COURT
  MORTGAGE AMT:       300,000.00            CITY               LAS VEGAS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               NV   89134
  UNPAID BALANCE:    299,083.980            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,759.77            ANNUAL RATE ADJUST:      0.000
  LTV :                 34.88372            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080234784               MORTGAGORS:        GILLES, LYNN
                                            ADDRESS     :    705 MEADOW LN
  MORTGAGE AMT:       254,000.00            CITY               ELM GROVE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               WI   53122
  UNPAID BALANCE:    252,392.620            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,283.02            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.88000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080234792               MORTGAGORS:        ALLEN, RICHARD

                                                   ALLEN, KRISTI
                                            ADDRESS     :    1024 TIDEWATER PL
  MORTGAGE AMT:       777,000.00            CITY               TOWN & COUNTY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               MO   63017
  UNPAID BALANCE:    772,135.860            OPTION TO CONVERT :      No
  MONTHLY P&I:          7,038.31            ANNUAL RATE ADJUST:      0.000
  LTV :                 71.94000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080234800               MORTGAGORS:        BIGHAM, JAMES

                                                   BIGHAM, KRISTA
                                            ADDRESS     :    6259 MUIRLOCH COURT
  MORTGAGE AMT:       311,900.00            CITY               DUBLIN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               OH   43017
  UNPAID BALANCE:    309,904.780            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,781.69            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080234826               MORTGAGORS:        CASTILLO, SAMUEL

                                                   CASTILLO, AMERICA
                                            ADDRESS     :    2127 NORTH 77TH COURT
  MORTGAGE AMT:       265,600.00            CITY               ELMWOOD PARK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               IL   60707
  UNPAID BALANCE:    264,762.040            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,387.29            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080234842               MORTGAGORS:        MODDER, LOUIS
                                            ADDRESS     :    607 ROPER MOUNTAIN RD
  MORTGAGE AMT:       315,000.00            CITY               GREENVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               SC   29615
  UNPAID BALANCE:    312,984.940            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,809.35            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080234859               MORTGAGORS:        ASHE, ROBERT
                                            ADDRESS     :    82 WESTMINSTER DR
  MORTGAGE AMT:       750,000.00            CITY               ATLANTA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.50000                               GA   30309
  UNPAID BALANCE:    745,045.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          6,533.31            ANNUAL RATE ADJUST:      0.000
  LTV :                 54.54545            OUTSIDE CONV DATE:
  CURRENT INT           6.50000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080234875               MORTGAGORS:        WHETTEN, ROBERT

                                                   WHETTEN, CLAIRE
                                            ADDRESS     :    774 CRESTRIDGE DR N.E.
  MORTGAGE AMT:       294,000.00            CITY               ATLANTA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               GA   30306
  UNPAID BALANCE:    292,078.370            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,581.30            ANNUAL RATE ADJUST:      0.000
  LTV :                 69.67000            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080234883               MORTGAGORS:        SANDERSON, PAUL

                                                   SANDERSON, JUDITH
                                            ADDRESS     :    4935 E. OAKMONT PLACE
  MORTGAGE AMT:       302,800.00            CITY               TUCSON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               AZ   85718
  UNPAID BALANCE:    301,823.740            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,679.51            ANNUAL RATE ADJUST:      0.000
  LTV :                 63.08000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080234891               MORTGAGORS:        KEILANI, TAHA

                                                   KEILANI, MUNTAHA
                                            ADDRESS     :    27045 NORTH ELMWOOD AVENU
  MORTGAGE AMT:       252,000.00            CITY               LAKE FOREST
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               IL   60045
  UNPAID BALANCE:    250,405.260            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,265.05            ANNUAL RATE ADJUST:      0.000
  LTV :                 77.54000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080234909               MORTGAGORS:        SEMINETTA, JOSEPH

                                                   SEMINETTA, DENISE
                                            ADDRESS     :    514 MEADOW RD
  MORTGAGE AMT:       380,000.00            CITY               WINNETKA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               IL   60093
  UNPAID BALANCE:    377,542.790            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,362.66            ANNUAL RATE ADJUST:      0.000
  LTV :                 55.88000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080234917               MORTGAGORS:        SPROUSE, JOHN

                                                   SPROUSE, PATRICIA
                                            ADDRESS     :    7268 NE WILLIAM ROGERS RO
  MORTGAGE AMT:       382,000.00            CITY               INDIANOLA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               WA   98342-
  UNPAID BALANCE:    379,529.870            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,380.35            ANNUAL RATE ADJUST:      0.000
  LTV :                 76.40000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080234925               MORTGAGORS:        GARDNER, GARY

                                                   GARDNER, KAREN
                                            ADDRESS     :    1434 BAFFIN ROAD
  MORTGAGE AMT:       450,000.00            CITY               Glenview
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               IL   60025
  UNPAID BALANCE:    448,564.790            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,013.34            ANNUAL RATE ADJUST:      0.000
  LTV :                 60.40000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080234933               MORTGAGORS:        LER0UX, JEAN PIERRE

                                                   LEROUX, DENISE
                                            ADDRESS     :    20587 SWANSWAY
  MORTGAGE AMT:       352,000.00            CITY               DEER PARK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               IL   60010
  UNPAID BALANCE:    350,889.450            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,163.88            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080234941               MORTGAGORS:        TRIMBERGER, JOHN

                                                   TRIMBERGER, LISA
                                            ADDRESS     :    580 CHATEAUX BOURNE DRIVE
  MORTGAGE AMT:       528,000.00            CITY               BARRINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               IL   60010
  UNPAID BALANCE:    526,316.010            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,708.99            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080234958               MORTGAGORS:        BEARDSLEE, MAX
                                            ADDRESS     :    1095 RIVERBEND CLUB DR
  MORTGAGE AMT:       116,000.00            CITY               ATLANTA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               GA   30339
  UNPAID BALANCE:    115,273.830            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,050.76            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080234966               MORTGAGORS:        WOLF, JOSEPH

                                                   WOLF, JILL
                                            ADDRESS     :    3008 ERIK LANE
  MORTGAGE AMT:       285,000.00            CITY               SHEBOYGAN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               WI   53083
  UNPAID BALANCE:    283,176.850            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,541.78            ANNUAL RATE ADJUST:      0.000
  LTV :                 67.46000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080234974               MORTGAGORS:        FISCHER, JOHN

                                                   FISCHER, BEVERLY
                                            ADDRESS     :    13565 THORNCREEK CIRCLE
  MORTGAGE AMT:       274,500.00            CITY               THORNTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CO   80241
  UNPAID BALANCE:    272,724.980            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,429.08            ANNUAL RATE ADJUST:      0.000
  LTV :                 72.43000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080234982               MORTGAGORS:        FABBIO, ROBERT
                                            ADDRESS     :    8709 MENDOCINO DR
  MORTGAGE AMT:       509,450.00            CITY               AUSTIN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               TX   78735
  UNPAID BALANCE:    507,825.170            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,543.55            ANNUAL RATE ADJUST:      0.000
  LTV :                 53.07000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080234990               MORTGAGORS:        ZANDKARIMI, HOSSEIN
                                            ADDRESS     :    4008 ALMOND COURT
  MORTGAGE AMT:       228,000.00            CITY               MARIETTA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               GA   30062
  UNPAID BALANCE:    227,296.170            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,081.33            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235005               MORTGAGORS:        FASTH, ROLF

                                                   FASTH, TANE
                                            ADDRESS     :    509 QUEENSFERRY
  MORTGAGE AMT:       250,000.00            CITY               CARY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               NC   27511
  UNPAID BALANCE:    249,211.260            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,247.07            ANNUAL RATE ADJUST:      0.000
  LTV :                 55.56000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235021               MORTGAGORS:        PROBECK, SUSAN

                                                   PROBECK, EDWIN
                                            ADDRESS     :    845 YORK STREET
  MORTGAGE AMT:       440,000.00            CITY               DENVER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CO   80206
  UNPAID BALANCE:    438,656.510            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,047.66            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235039               MORTGAGORS:        ROSENBAUM, JONATHAN

                                                   ROSENBAUM, SUSAN
                                            ADDRESS     :    257 MEETING HOUSE RD
  MORTGAGE AMT:       296,000.00            CITY               JENKINTOWN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               PA   19045
  UNPAID BALANCE:    294,106.470            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,639.89            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235047               MORTGAGORS:        WAGNER, ROGER
                                            ADDRESS     :    5804 WEST DEL LAGO CIRCLE
  MORTGAGE AMT:       380,800.00            CITY               GLENDALE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               AZ   85308
  UNPAID BALANCE:    379,598.590            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,422.74            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235054               MORTGAGORS:        INGELL, JOHN
                                            ADDRESS     :    6662 EAST MILLSTONE PLACE
  MORTGAGE AMT:       257,600.00            CITY               HIGHLANDS RANCH
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CO   80126
  UNPAID BALANCE:    256,822.020            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,387.98            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235062               MORTGAGORS:        BESHEARS, FRED

                                                   BESHEARS, SALLY
                                            ADDRESS     :    1636 WEST FORSINTHIA COUR
  MORTGAGE AMT:       516,530.00            CITY               ST. GEORGE ISLAND
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               FL   32328
  UNPAID BALANCE:    514,935.490            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,715.21            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235070               MORTGAGORS:        SHETH, NARESH

                                                   SHETH, ASHA
                                            ADDRESS     :    66 MEADOW COVE RD
  MORTGAGE AMT:       348,672.00            CITY               PITTSFORD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               NY   14534
  UNPAID BALANCE:    346,393.010            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,061.32            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235088               MORTGAGORS:        HOLMES, DENNIS

                                                   HOLMES, CYNTHIA
                                            ADDRESS     :    LOT 5 BOLTON RD
  MORTGAGE AMT:       254,600.00            CITY               LANCASTER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               MA   01523
  UNPAID BALANCE:    253,040.440            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,342.13            ANNUAL RATE ADJUST:      0.000
  LTV :                 95.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235096               MORTGAGORS:        HUANG, SMING

                                                   HUANG, ANN
                                            ADDRESS     :    15 BLOSSOM HILL DRIVE
  MORTGAGE AMT:       400,000.00            CITY               PLAINSBORO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               NJ   08536
  UNPAID BALANCE:    397,495.950            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,623.32            ANNUAL RATE ADJUST:      0.000
  LTV :                 77.37000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235104               MORTGAGORS:        TSU, ALBERT

                                                   TSU, VIVIEN
                                            ADDRESS     :    4 BROWNING CT
  MORTGAGE AMT:       352,000.00            CITY               WEST WINDSOR
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.12500                               NJ   08550
  UNPAID BALANCE:    349,598.820            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,994.20            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.12500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235112               MORTGAGORS:        FASS, MITCHELL

                                                   FASS, PATRICIA
                                            ADDRESS     :    72 WEST SHORE DR
  MORTGAGE AMT:       350,000.00            CITY               HOPEWELL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               NJ   08536
  UNPAID BALANCE:    347,712.320            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,072.98            ANNUAL RATE ADJUST:      0.000
  LTV :                 41.42000            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235120               MORTGAGORS:        LEDER, WILFRIED

                                                   LEDER, PATRICIA
                                            ADDRESS     :    36 WATERWAY BOULEVARD
  MORTGAGE AMT:       500,000.00            CITY               ISLE OF PALMS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               SC   29451
  UNPAID BALANCE:    495,084.300            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,389.97            ANNUAL RATE ADJUST:      0.000
  LTV :                 53.95000            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235138               MORTGAGORS:        BOONE, JAMES

                                                   BOONE, SHEILA
                                            ADDRESS     :    12821 MOUNT HERMAN RD
  MORTGAGE AMT:       292,500.00            CITY               ASHLAND
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               VA   23005
  UNPAID BALANCE:    290,588.160            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,568.13            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235153               MORTGAGORS:        ROSZEL, STEPHEN

                                                   ROSZEL, SANDRA
                                            ADDRESS     :    5930 WILSON RD
  MORTGAGE AMT:       290,000.00            CITY               MARSHALL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               VA   20115
  UNPAID BALANCE:    289,094.970            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,626.92            ANNUAL RATE ADJUST:      0.000
  LTV :                 35.15000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235161               MORTGAGORS:        DUBOSE, WILLIAM

                                                   DUBOSE, CLAUDIA
                                            ADDRESS     :    817 SANDBAR ROAD
  MORTGAGE AMT:       370,000.00            CITY               CHAPIN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               SC   29036
  UNPAID BALANCE:    368,870.240            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,403.72            ANNUAL RATE ADJUST:      0.000
  LTV :                 59.39000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235179               MORTGAGORS:        CLAYPOOL, PHILIP

                                                   DEKKER, KATHLEEN
                                            ADDRESS     :    8893 GLEN ABBEY
  MORTGAGE AMT:       265,000.00            CITY               TALLAHASSEE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               FL   32312
  UNPAID BALANCE:    260,679.760            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,345.01            ANNUAL RATE ADJUST:      0.000
  LTV :                 54.75000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           03/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235187               MORTGAGORS:        ABEL, MARK

                                                   ABEL, JEAN
                                            ADDRESS     :    4695 PELHAM RD
  MORTGAGE AMT:       289,000.00            CITY               EARLYSVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               VA   22936
  UNPAID BALANCE:    287,151.260            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,577.46            ANNUAL RATE ADJUST:      0.000
  LTV :                 77.58000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235203               MORTGAGORS:        ODDO, KEVIN

                                                   ODDO, KATHLEEN
                                            ADDRESS     :    5501 WALES CT
  MORTGAGE AMT:       281,950.00            CITY               ROANOKE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               VA   24018
  UNPAID BALANCE:    280,146.370            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,514.59            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.17000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235229               MORTGAGORS:        GEORGE, CHERIAN

                                                   CHERIAN, RAGIMOL
                                            ADDRESS     :    11073 SANDISTAN DRIVE
  MORTGAGE AMT:       275,000.00            CITY               ST. LOUIS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               MO   63146
  UNPAID BALANCE:    273,240.820            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,452.60            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.54000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235237               MORTGAGORS:        CARLSON, MARGARET

                                                   CARLSON, JON
                                            ADDRESS     :    12919 TOPPING ESTATES
  MORTGAGE AMT:       450,000.00            CITY               TOWN & COUNTRY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               MO   63131
  UNPAID BALANCE:    448,533.410            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,950.98            ANNUAL RATE ADJUST:      0.000
  LTV :                 77.72000            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235245               MORTGAGORS:        PEITZMEIER, GARY

                                                   PEITZMEIER, CHRISTIE
                                            ADDRESS     :    9541 GARDNER AVENUE
  MORTGAGE AMT:       325,000.00            CITY               SPARTA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               WI   54656
  UNPAID BALANCE:    322,920.960            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,898.53            ANNUAL RATE ADJUST:      0.000
  LTV :                 89.04000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235260               MORTGAGORS:        WEHNER, DAVID

                                                   WEHNER, ELIZABETH
                                            ADDRESS     :    66 OWL CREEK
  MORTGAGE AMT:       265,850.00            CITY               LABADIE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               MO   63055
  UNPAID BALANCE:    264,992.880            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,352.53            ANNUAL RATE ADJUST:      0.000
  LTV :                 64.84000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235286               MORTGAGORS:        DUNGO, JOVEN

                                                   DUNGO, SUSAN
                                            ADDRESS     :    4 WILDWOOD DR
  MORTGAGE AMT:       550,000.00            CITY               NORTH CALDWELL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               NJ   07007
  UNPAID BALANCE:    544,930.860            OPTION TO CONVERT :      No
  MONTHLY P&I:          5,059.58            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.01000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235294               MORTGAGORS:        BOHANNON, J W

                                                   BOHANNON, LILLIAN
                                            ADDRESS     :    2314 CREEKSIDE CIR S
  MORTGAGE AMT:       264,000.00            CITY               IRVING
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.50000                               TX   75063
  UNPAID BALANCE:    262,255.850            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,299.73            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.50000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235302               MORTGAGORS:        RUMBAUT, JULIO
                                            ADDRESS     :    1060 STILLWATER DR
  MORTGAGE AMT:       500,000.00            CITY               MIAMI BEACH
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               FL   33141
  UNPAID BALANCE:    498,387.950            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,424.55            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235310               MORTGAGORS:        LYSANDROU, PLATO

                                                   LYSANDROU, CAROLYN
                                            ADDRESS     :    5407 STONEBRIDGE
  MORTGAGE AMT:       337,600.00            CITY               PEORIA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               IL   61615
  UNPAID BALANCE:    336,499.720            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,964.11            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235328               MORTGAGORS:        COLTON, RICHARD

                                                   COLTON, JUDITH
                                            ADDRESS     :    3894 GLEN FALLS
  MORTGAGE AMT:       450,000.00            CITY               BLOOMFIELD HILLS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               MI   48302
  UNPAID BALANCE:    447,090.160            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,982.10            ANNUAL RATE ADJUST:      0.000
  LTV :                 54.22000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235336               MORTGAGORS:        HERNANDEZ, RODRIGO
                                            ADDRESS     :    62 SCRIVENS ST
  MORTGAGE AMT:       106,000.00            CITY               TOTOWA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               NJ   07512
  UNPAID BALANCE:    105,676.340            OPTION TO CONVERT :      No
  MONTHLY P&I:            975.12            ANNUAL RATE ADJUST:      0.000
  LTV :                 60.57000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235344               MORTGAGORS:        PAQUET, RONALD

                                                   PAQUET, NANCY
                                            ADDRESS     :    404 WEST RIDGE
  MORTGAGE AMT:       380,000.00            CITY               JOLIET
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               IL   60431
  UNPAID BALANCE:    377,569.120            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,389.05            ANNUAL RATE ADJUST:      0.000
  LTV :                 76.77000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235351               MORTGAGORS:        KOLLIAS, STEPHEN

                                                   KOLLIAS, GAIL
                                            ADDRESS     :    3732 TREWITHEN LANE
  MORTGAGE AMT:       260,000.00            CITY               CARMEL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               IN   46032
  UNPAID BALANCE:    258,336.770            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,318.83            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.31000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235369               MORTGAGORS:        GODWIN, WILLIAM

                                                   GODWIN, DEBORAH
                                            ADDRESS     :    3918 COLONEL VANDERHORST
  MORTGAGE AMT:       400,000.00            CITY               MT. PLEASANT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               SC   29464
  UNPAID BALANCE:    397,413.470            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,539.64            ANNUAL RATE ADJUST:      0.000
  LTV :                 69.57000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235377               MORTGAGORS:        TUTTLE, THOMAS

                                                   TUTTLE, JUDY
                                            ADDRESS     :    3133 CATRINA LN
  MORTGAGE AMT:       472,000.00            CITY               ANNAPOLIS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.37500                               MD   21403-
  UNPAID BALANCE:    470,428.240            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,079.27            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.37500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235385               MORTGAGORS:        DODDS, WILLIAM

                                                   DODDS, PATRICIA
                                            ADDRESS     :    6581 DONNEGAL CT. S.E.
  MORTGAGE AMT:       324,500.00            CITY               GRAND RAPIDS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MI   49546
  UNPAID BALANCE:    322,446.460            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,916.70            ANNUAL RATE ADJUST:      0.000
  LTV :                 47.37000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235393               MORTGAGORS:        MANTONYA, JERRY

                                                   MANTONYA, JUDITH
                                            ADDRESS     :    3028 MAPLE AVE
  MORTGAGE AMT:       328,000.00            CITY               MILLERSPORT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               OH   43046
  UNPAID BALANCE:    325,901.780            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,925.28            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235401               MORTGAGORS:        RUSSO, JOSEPH
                                            ADDRESS     :    26883 PARK TERRACE LN
  MORTGAGE AMT:       131,250.00            CITY               MISSION VIEJO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   92692
  UNPAID BALANCE:    130,410.380            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,170.56            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235419               MORTGAGORS:        GOETZE, ALBERT

                                                   GOETZE, SUSAN
                                            ADDRESS     :    1531 SPARKS RD
  MORTGAGE AMT:       373,300.00            CITY               SPARKS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               MD   21152
  UNPAID BALANCE:    372,109.410            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,329.29            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.26000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235427               MORTGAGORS:        MASSEY, SAMUEL

                                                   MASSEY, MARIANNE
                                            ADDRESS     :    169 RICHLAND HTS
  MORTGAGE AMT:       372,000.00            CITY               GRAY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               TN   37615
  UNPAID BALANCE:    370,800.640            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,291.87            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.81000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235435               MORTGAGORS:        PASHEA, DALE
                                            ADDRESS     :    278 MERLOT LANE
  MORTGAGE AMT:       535,650.00            CITY               ST ALBANS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               MO   63073-
  UNPAID BALANCE:    532,148.890            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,702.98            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235443               MORTGAGORS:        GRESICK, ROBERT

                                                   GRESICK, CATHERINE
                                            ADDRESS     :    11 COACH N FOUR
  MORTGAGE AMT:       268,000.00            CITY               ST LOUIS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               MO   63131
  UNPAID BALANCE:    267,145.250            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,390.17            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235450               MORTGAGORS:        JIMENEZ, DANILO

                                                   JIMENEZ, MARILOU
                                            ADDRESS     :    11143 YELLOW LEAF WAY
  MORTGAGE AMT:       289,000.00            CITY               GERMANTOWN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               MD   20876
  UNPAID BALANCE:    288,068.240            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,557.39            ANNUAL RATE ADJUST:      0.000
  LTV :                 85.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080235484               MORTGAGORS:        DRISCOLL, JUDE

                                                   DRISCOLL, MARCEA
                                            ADDRESS     :    5725 BROOKWOOD RD
  MORTGAGE AMT:       580,000.00            CITY               INDIANAPOLIS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.75000                               IN   46226
  UNPAID BALANCE:    578,286.430            OPTION TO CONVERT :      No
  MONTHLY P&I:          5,459.40            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.36000            OUTSIDE CONV DATE:
  CURRENT INT           7.75000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080236219               MORTGAGORS:        PELTON, JEFFREY

                                                   PELTON, ELISSA
                                            ADDRESS     :    2120 EVERGLADES PLACE
  MORTGAGE AMT:       280,000.00            CITY               DAVIS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CA   95616
  UNPAID BALANCE:    279,097.250            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,477.75            ANNUAL RATE ADJUST:      0.000
  LTV :                 73.49081            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080236276               MORTGAGORS:        GAGE, GREG

                                                   GAGE, AMY
                                            ADDRESS     :    1707 SE 71ST AVENUE
  MORTGAGE AMT:       368,000.00            CITY               PORTLAND
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               OR   97215
  UNPAID BALANCE:    366,876.350            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,385.32            ANNUAL RATE ADJUST:      0.000
  LTV :                 73.60000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080237191               MORTGAGORS:        GUARNIERI, LOUIS

                                                   GUARNIERI, ROSARIA
                                            ADDRESS     :    15 MARINERS LaNe
  MORTGAGE AMT:       296,200.00            CITY               STAMFORD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CT   06902
  UNPAID BALANCE:    290,450.050            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,641.68            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.99000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           02/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080237209               MORTGAGORS:        BURGWEGER, FRANCIS

                                                   BURGWEGER, KATHLEEN
                                            ADDRESS     :    24 CAT ROCK ROAD
  MORTGAGE AMT:       500,000.00            CITY               GREENWICH
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.37500                               CT   06807
  UNPAID BALANCE:    496,661.150            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,321.25            ANNUAL RATE ADJUST:      0.000
  LTV :                 65.36000            OUTSIDE CONV DATE:
  CURRENT INT           6.37500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080237217               MORTGAGORS:        SHUKIE, JAMES

                                                   SHUKIE, MARGARET
                                            ADDRESS     :    11 WEATHERVANE DRive
  MORTGAGE AMT:       295,000.00            CITY               EASTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               CT   06612
  UNPAID BALANCE:    293,071.830            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,590.09            ANNUAL RATE ADJUST:      0.000
  LTV :                 64.13000            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080237241               MORTGAGORS:        SCHILTZ, TIMOTHY
                                            ADDRESS     :    1400  COUNTRY CLUB blvd
  MORTGAGE AMT:       416,000.00            CITY               CLIVE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.25000                               IA   50325
  UNPAID BALANCE:    413,192.280            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,566.88            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.25000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080237258               MORTGAGORS:        FRANCIS, JOSEPH

                                                   FRANCIS, PATRICIA
                                            ADDRESS     :    3887 LOCKERBIE DRive
  MORTGAGE AMT:       370,000.00            CITY               BIRMINGHAM
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               AL   35223
  UNPAID BALANCE:    367,581.600            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,248.58            ANNUAL RATE ADJUST:      0.000
  LTV :                 61.67000            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080237266               MORTGAGORS:        MOONEY, CHARLES

                                                   HAST, LAURIE
                                            ADDRESS     :    816 N.W. 145TH CIRCLE
  MORTGAGE AMT:       308,000.00            CITY               OKLAHOMA CITY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               OK   73013
  UNPAID BALANCE:    306,008.370            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,725.52            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080237308               MORTGAGORS:        MEYER, MARK

                                                   MEYER, PATRICIA
                                            ADDRESS     :    20415 West FM 1097
  MORTGAGE AMT:       390,638.00            CITY               MONTGOMERY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               TX   77356
  UNPAID BALANCE:    388,139.080            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,483.93            ANNUAL RATE ADJUST:      0.000
  LTV :                 59.72000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080237316               MORTGAGORS:        RUDEEN, STANLEY

                                                   RUDEEN, BETTY
                                            ADDRESS     :    30 LODGE POLE TRAIL
  MORTGAGE AMT:       250,000.00            CITY               TABERNASH
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CO   80478
  UNPAID BALANCE:    244,261.750            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,212.28            ANNUAL RATE ADJUST:      0.000
  LTV :                 62.50000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           01/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080237324               MORTGAGORS:        SCHNECK, JAMES
                                            ADDRESS     :    10786 GREENWAY ROAD
  MORTGAGE AMT:       340,000.00            CITY               SCOTTSDALE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               AZ   85259
  UNPAID BALANCE:    336,763.130            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,056.02            ANNUAL RATE ADJUST:      0.000
  LTV :                 76.23000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080237332               MORTGAGORS:        LEE, G.
                                            ADDRESS     :    94 BAKER'S HILL ROAD
  MORTGAGE AMT:       320,000.00            CITY               WESTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               MA   02493
  UNPAID BALANCE:    316,240.720            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,674.37            ANNUAL RATE ADJUST:      0.000
  LTV :                 50.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/09
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080237340               MORTGAGORS:        ARPIN, PETER

                                                   ARPIN, BONNIE
                                            ADDRESS     :    360 CLAYPOOL DRIVE
  MORTGAGE AMT:       307,500.00            CITY               WARWICK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               RI   02886
  UNPAID BALANCE:    305,511.600            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,721.10            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080237357               MORTGAGORS:        JUHL, R

                                                   JUHL, LYNN
                                            ADDRESS     :    5428 WEST 7TH STREET ROAD
  MORTGAGE AMT:       600,000.00            CITY               GREELEY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CO   80634
  UNPAID BALANCE:    596,120.200            OPTION TO CONVERT :      No
  MONTHLY P&I:          5,309.46            ANNUAL RATE ADJUST:      0.000
  LTV :                 77.92000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080237399               MORTGAGORS:        WESTBERG, JOHN

                                                   WESTBERG, CYNTHIA
                                            ADDRESS     :    726 W NORTHVIEW AVE
  MORTGAGE AMT:       260,000.00            CITY               PHOENIX
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               AZ   85021
  UNPAID BALANCE:    257,498.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,318.83            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080237407               MORTGAGORS:        YOUNG, DARRYL
                                            ADDRESS     :    2701 W FARM TO MARKET HIG
  MORTGAGE AMT:       261,000.00            CITY               PERRIN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               TX   76486
  UNPAID BALANCE:    258,594.460            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,401.00            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080237415               MORTGAGORS:        WAGNER, JOHN

                                                   WAGNER, TRACY
                                            ADDRESS     :    9227  N VIRGINIA
  MORTGAGE AMT:       247,500.00            CITY               KANSAS CITY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               MO   64155
  UNPAID BALANCE:    245,092.630            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,190.15            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080237456               MORTGAGORS:        NORTH, JOHN

                                                   NORTH, JANE
                                            ADDRESS     :    15625 EAST CACTUS DRIVE
  MORTGAGE AMT:       296,000.00            CITY               FOUNTAIN HILLS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               AZ   85268
  UNPAID BALANCE:    290,253.890            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,639.89            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           02/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080237464               MORTGAGORS:        LAWTON, RANDALL

                                                   LAWTON, CATHERINE
                                            ADDRESS     :    707 NORTH BROADWAY
  MORTGAGE AMT:       398,700.00            CITY               DE PERE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               WI   54115
  UNPAID BALANCE:    389,548.640            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,528.14            ANNUAL RATE ADJUST:      0.000
  LTV :                 69.34000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           01/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080237472               MORTGAGORS:        LUX, SAMUEL
                                            ADDRESS     :    11 BARTLETT'S LANDING ROA
  MORTGAGE AMT:       300,000.00            CITY               MT DESERT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               ME   04660
  UNPAID BALANCE:    291,114.510            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,444.72            ANNUAL RATE ADJUST:      0.000
  LTV :                 50.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           03/01/09
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080237514               MORTGAGORS:        HESS, GEORGE

                                                   HESS, SIGRID
                                            ADDRESS     :    1296 PRESERVE CIRCLE
  MORTGAGE AMT:       292,500.00            CITY               GOLDEN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CO   80401
  UNPAID BALANCE:    289,715.360            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,629.07            ANNUAL RATE ADJUST:      0.000
  LTV :                 47.95000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080237522               MORTGAGORS:        STOOKEY, DAVID

                                                   STOOKEY, HILLARY
                                            ADDRESS     :    179 COGGESHALL AVENUE
  MORTGAGE AMT:       375,000.00            CITY               NEWPORT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               RI   02840
  UNPAID BALANCE:    372,548.920            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,292.48            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080237530               MORTGAGORS:        CONRAD, JOSEPH

                                                   CONRAD, CAROLYN
                                            ADDRESS     :    3205 GLOUCHESTER DRIVE
  MORTGAGE AMT:       300,000.00            CITY               FALLSTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.50000                               MD   21047
  UNPAID BALANCE:    298,018.010            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,613.32            ANNUAL RATE ADJUST:      0.000
  LTV :                 73.17000            OUTSIDE CONV DATE:
  CURRENT INT           6.50000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080237555               MORTGAGORS:        CHAN, LAWRENCE

                                                   GAO, DANCHEN
                                            ADDRESS     :    1446 SOUTH PRAIRIE AVENUE
  MORTGAGE AMT:       310,000.00            CITY               CHICAGO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               IL   60605
  UNPAID BALANCE:    308,016.920            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,764.75            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.49000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080237563               MORTGAGORS:        SINIARD, STEPHEN

                                                   SINIARD, VIRGINIA
                                            ADDRESS     :    5707 MACON DRIVE
  MORTGAGE AMT:       384,750.00            CITY               HUNTSVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.50000                               AL   35802
  UNPAID BALANCE:    380,926.780            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,351.59            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.50000             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080237662               MORTGAGORS:        MCGINN, THOMAS

                                                   NAGY, ANNAMARIA
                                            ADDRESS     :    16561 NINA CIRCLE
  MORTGAGE AMT:       260,000.00            CITY               OMAHA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               NE   68130
  UNPAID BALANCE:    258,336.770            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,318.82            ANNUAL RATE ADJUST:      0.000
  LTV :                 64.04000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080238082               MORTGAGORS:        KELLEY, JAMES
                                            ADDRESS     :    713 MILL WALK
  MORTGAGE AMT:       440,000.00            CITY               Atlanta
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               GA   30327
  UNPAID BALANCE:    438,596.670            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,924.16            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080242423               MORTGAGORS:        WILKES, JAMES

                                                   WILKES, JAYMI
                                            ADDRESS     :    14700 SANTA ANA ROAD
  MORTGAGE AMT:       297,500.00            CITY               ATASCADERO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.75000                               CA   93422
  UNPAID BALANCE:    296,621.050            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,800.30            ANNUAL RATE ADJUST:      0.000
  LTV :                 85.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.75000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080243074               MORTGAGORS:        CHENG, ANDREW

                                                   CHENG, MABEL
                                            ADDRESS     :    2443 STIRRUP COURT
  MORTGAGE AMT:       355,000.00            CITY               WALNUT CREE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CA   94596
  UNPAID BALANCE:    352,704.460            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,141.43            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.02198            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080244999               MORTGAGORS:        FOGARTY, WILLIAM

                                                   FREYER, JOHN
                                            ADDRESS     :    10420 VERDUGO ROAD
  MORTGAGE AMT:       568,000.00            CITY               MURRIETA ARea
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   92562
  UNPAID BALANCE:    566,265.670            OPTION TO CONVERT :      No
  MONTHLY P&I:          5,225.16            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080245343               MORTGAGORS:        RENNER, WALTER

                                                   RENNER, LIZA
                                            ADDRESS     :    3508 COMMODORE CT.
  MORTGAGE AMT:       410,000.00            CITY               OAK HILL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               VA   20171
  UNPAID BALANCE:    408,678.120            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,628.13            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080245384               MORTGAGORS:        GERKIN, JIM

                                                   GERKIN, CHRISTINE
                                            ADDRESS     :    6112 KINGLET COURT
  MORTGAGE AMT:       350,300.00            CITY               GLEN ALLEN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.50000                               VA   23060
  UNPAID BALANCE:    349,145.970            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,051.49            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.50000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080245392               MORTGAGORS:        KAUFMAN, JOHN

                                                   KAUFMAN, HELENE
                                            ADDRESS     :    25615 NORTH MOORE LANE
  MORTGAGE AMT:       254,350.00            CITY               STEVENSON R
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   91381
  UNPAID BALANCE:    254,350.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,303.99            ANNUAL RATE ADJUST:      0.000
  LTV :                 62.89611            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080245780               MORTGAGORS:        NAGAREDA, CRAIG

                                                   NAGAREDA, KAREN
                                            ADDRESS     :    260 MCMAHON ROAD
  MORTGAGE AMT:       568,000.00            CITY               HOLLISTER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   95023
  UNPAID BALANCE:    568,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          5,225.16            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080247588               MORTGAGORS:        DODIN, GENNADY

                                                   KUPRIENKO, NINA
                                            ADDRESS     :    2806 MCANDREW COURT
  MORTGAGE AMT:       310,000.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               CA   95121
  UNPAID BALANCE:    307,471.020            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,721.78            ANNUAL RATE ADJUST:      0.000
  LTV :                 69.67075            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080248305               MORTGAGORS:        JONES, MICHAEL

                                                   JONES, SHARON
                                            ADDRESS     :    22444 RIVERSIDE DRIVE
  MORTGAGE AMT:       352,650.00            CITY               CUPERTINO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.12500                               CA   95014
  UNPAID BALANCE:    349,032.360            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,999.73            ANNUAL RATE ADJUST:      0.000
  LTV :                 41.98214            OUTSIDE CONV DATE:
  CURRENT INT           6.12500             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080248354               MORTGAGORS:        HOWE, CHARLES

                                                   HOWE, CAROLA
                                            ADDRESS     :    9 KNOLL WAY
  MORTGAGE AMT:       530,000.00            CITY               SAN RAFAEL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.37500                               CA   94903
  UNPAID BALANCE:    528,235.100            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,580.53            ANNUAL RATE ADJUST:      0.000
  LTV :                 55.78947            OUTSIDE CONV DATE:
  CURRENT INT           6.37500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080250095               MORTGAGORS:        FATIGH, ABBAS

                                                   FATIGH, JILLA
                                            ADDRESS     :    27719 HAWTHORNE Boulevard
  MORTGAGE AMT:       256,000.00            CITY               Rancho Palos Verdes
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   90275
  UNPAID BALANCE:    252,878.290            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,373.15            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           04/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:352
  --------------------------------------------------------------------------------

  LN # 0080250244               MORTGAGORS:        ZOHOURIAN, HADI

                                                   ZOHOURIAN, FARAH
                                            ADDRESS     :    1341 LUGO AVE
  MORTGAGE AMT:       280,000.00            CITY               CORAL GABLES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               FL   33156
  UNPAID BALANCE:    279,135.650            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,556.02            ANNUAL RATE ADJUST:      0.000
  LTV :                 52.34000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:352
  --------------------------------------------------------------------------------

  LN # 0080250814               MORTGAGORS:        GRASKAMP, EDWARD
                                            ADDRESS     :    660 LIONSHEAD PLACE 10
  MORTGAGE AMT:       248,000.00            CITY               VAIL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.87500                               CO   81657
  UNPAID BALANCE:    246,545.920            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,352.16            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:352
  --------------------------------------------------------------------------------

  LN # 0080251382               MORTGAGORS:        KWAK, YUN

                                                   KWAK, HEE
                                            ADDRESS     :    701 WEST BIRCH AVE
  MORTGAGE AMT:       105,000.00            CITY               CLOVIS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   93611
  UNPAID BALANCE:    105,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:            958.51            ANNUAL RATE ADJUST:      0.000
  LTV :                 67.74194            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080252372               MORTGAGORS:        ABAIR, HARRY

                                                   ABAIR, MARYANN
                                            ADDRESS     :    1310 VALLEY OAK WAY
  MORTGAGE AMT:       250,350.00            CITY               BEL AIR
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               MD   21014
  UNPAID BALANCE:    249,551.540            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,232.76            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99808            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080252539               MORTGAGORS:        REED, THOMAS

                                                   REED, MARY
                                            ADDRESS     :    5410 LOCUST
  MORTGAGE AMT:       379,000.00            CITY               CHINO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CA   91708
  UNPAID BALANCE:    370,300.760            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,353.81            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.78947            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           01/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080252547               MORTGAGORS:        DAY, DANIEL

                                                   DAY, DEBORAH
                                            ADDRESS     :    4513 EDINA BOULEVARD
  MORTGAGE AMT:       400,000.00            CITY               EDINA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               MN   55424
  UNPAID BALANCE:    394,294.940            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,539.64            ANNUAL RATE ADJUST:      0.000
  LTV :                 51.61290            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           04/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080252554               MORTGAGORS:        LOZOVSKY, ALEKSANDR

                                                   OVCHAROVA, TATYANA
                                            ADDRESS     :    3 WOODLAND EAST
  MORTGAGE AMT:       350,000.00            CITY               RIVERWOODS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               IL   60073
  UNPAID BALANCE:    345,278.400            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,145.90            ANNUAL RATE ADJUST:      0.000
  LTV :                 67.30769            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080252562               MORTGAGORS:        SMITH, MARCUS
                                            ADDRESS     :    553 ARROW WOOD BEACH CIRC
  MORTGAGE AMT:       256,000.00            CITY               TRINIDAD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               TX   75163
  UNPAID BALANCE:    254,397.400            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,318.93            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080252570               MORTGAGORS:        GRUBB, JAMES

                                                   GRUBB, SARA
                                            ADDRESS     :     11212 MEMORIAL DRIVE
  MORTGAGE AMT:       349,000.00            CITY               HOUSTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               TX   77024
  UNPAID BALANCE:    346,590.250            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,136.91            ANNUAL RATE ADJUST:      0.000
  LTV :                 46.90860            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080252588               MORTGAGORS:        ELBAUM, DAVID

                                                   ELBAUM, SHERRY
                                            ADDRESS     :    23306 PARK COLOMBO
  MORTGAGE AMT:       600,000.00            CITY               CALABASAS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   91302
  UNPAID BALANCE:    598,086.380            OPTION TO CONVERT :      No
  MONTHLY P&I:          5,351.12            ANNUAL RATE ADJUST:      0.000
  LTV :                 60.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080252596               MORTGAGORS:        HESS, EDWIN
                                                   HESS, DENISE
                                                   HESS, BRADLEY
                                                   HESS, NANCY
                                            ADDRESS     :    6745 BIRCHMAN DRIVE
  MORTGAGE AMT:       375,000.00            CITY               RANCHO PALO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CA   90275
  UNPAID BALANCE:    372,575.130            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,318.41            ANNUAL RATE ADJUST:      0.000
  LTV :                 58.68545            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080252620               MORTGAGORS:        CHING, DANIEL

                                                   CHING, WONSUK
                                            ADDRESS     :    9103 NORTH CYPRESS AVENUE
  MORTGAGE AMT:       334,400.00            CITY               CLOVIS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   93611
  UNPAID BALANCE:    332,283.800            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,005.69            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080252638               MORTGAGORS:        SUAYAN, JOSE
                                            ADDRESS     :    151 CORAL COURT
  MORTGAGE AMT:       335,200.00            CITY               PISMO BEACH
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.37500                               CA   93449
  UNPAID BALANCE:    334,083.780            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,896.97            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.37500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080252653               MORTGAGORS:        HENTZ, CARLA
                                            ADDRESS     :    910 SOUTH BEL AIRE DRIVe
  MORTGAGE AMT:       310,000.00            CITY               BURBANK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CA   91501
  UNPAID BALANCE:    309,000.530            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,743.22            ANNUAL RATE ADJUST:      0.000
  LTV :                 64.98952            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080252661               MORTGAGORS:        COLSON, WILLIAM

                                                   COLSON, BONNIE
                                            ADDRESS     :    10801 EAST HAPPY VALLEY R
  MORTGAGE AMT:       400,000.00            CITY               SCOTTSDALE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               AZ   85255
  UNPAID BALANCE:    395,332.790            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,618.61            ANNUAL RATE ADJUST:      0.000
  LTV :                 51.61290            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/09
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080252679               MORTGAGORS:        SETHI, JEETANDER

                                                   SETHI, RENU
                                            ADDRESS     :    2741 WEST LAKE VAN NESS C
  MORTGAGE AMT:       588,750.00            CITY               FRESNO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CA   93711
  UNPAID BALANCE:    584,942.940            OPTION TO CONVERT :      No
  MONTHLY P&I:          5,209.91            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080252687               MORTGAGORS:        HIRASAWA, CRAIG

                                                   LE, LINH
                                            ADDRESS     :    4206 NATOMA AVENUE
  MORTGAGE AMT:       650,000.00            CITY               LOS ANGELES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               CA   91364
  UNPAID BALANCE:    645,751.470            OPTION TO CONVERT :      No
  MONTHLY P&I:          5,706.96            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.28571            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080252695               MORTGAGORS:        CRAWFORD, SUSAN
                                            ADDRESS     :    325 31ST STREET
  MORTGAGE AMT:       552,000.00            CITY               MANHATTAN Beach
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   90266
  UNPAID BALANCE:    548,506.760            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,961.54            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080252703               MORTGAGORS:        HEADLEY, DON

                                                   HEADLEY, CHRISTINE
                                            ADDRESS     :    10437 NORTH 57TH STREET
  MORTGAGE AMT:       367,200.00            CITY               SCOTTSDALE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               AZ   85253
  UNPAID BALANCE:    366,028.860            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,274.89            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080252711               MORTGAGORS:        PATE, DAVID
                                            ADDRESS     :    3488 WEST NECK ROAD
  MORTGAGE AMT:       302,300.00            CITY               VIRGINIA BEach
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               VA   23457
  UNPAID BALANCE:    300,407.550            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,738.33            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99471            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080252729               MORTGAGORS:        YOUNG, JOSEPH

                                                   YOUNG, DIANE
                                            ADDRESS     :    15 VILLAGE DRIVE
  MORTGAGE AMT:       277,450.00            CITY               LITTLETON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               CO   80123
  UNPAID BALANCE:    275,636.540            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,435.99            ANNUAL RATE ADJUST:      0.000
  LTV :                 77.71709            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080253453               MORTGAGORS:        WINTER, KARL

                                                   WINTER, SHARON
                                            ADDRESS     :    11555 BURR OAK LANE
  MORTGAGE AMT:       296,000.00            CITY               BURR RIDGE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               IL   60525
  UNPAID BALANCE:    288,213.350            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,619.33            ANNUAL RATE ADJUST:      0.000
  LTV :                 59.20000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           12/01/13
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080253461               MORTGAGORS:        TOBIAS, PAUL

                                                   TOBIAS, EMILY
                                            ADDRESS     :    6995 S INDIAN GARDEN RD
  MORTGAGE AMT:       351,200.00            CITY               PETOSKEY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MI   49770
  UNPAID BALANCE:    344,454.210            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,156.68            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           02/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080253479               MORTGAGORS:        ALLEN, MARVIN

                                                   ALLEN, CAROL
                                            ADDRESS     :    8579 76TH
  MORTGAGE AMT:       280,000.00            CITY               HUDSONVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MI   49426
  UNPAID BALANCE:    276,435.410            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,516.72            ANNUAL RATE ADJUST:      0.000
  LTV :                 72.37000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           04/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080253487               MORTGAGORS:        WARP, JEANNE
                                            ADDRESS     :    225 KENMORE AVENUE
  MORTGAGE AMT:       477,500.00            CITY               ELMHURST
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               IL   60126
  UNPAID BALANCE:    469,797.640            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,258.60            ANNUAL RATE ADJUST:      0.000
  LTV :                 57.88000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           03/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080253495               MORTGAGORS:        EDWARDS, CHRISTOPHER

                                                   YODER-EDWARDS, SALLY
                                            ADDRESS     :    26270 SIENA DRIVE
  MORTGAGE AMT:       269,750.00            CITY               BONITA SPRINGS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               FL   34134
  UNPAID BALANCE:    266,315.900            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,424.59            ANNUAL RATE ADJUST:      0.000
  LTV :                 46.27000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           04/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080253503               MORTGAGORS:        ARMBRECHT, GARY

                                                   ARMBRECHT, CHRISTINE
                                            ADDRESS     :    2000 SAN LU RAE SE
  MORTGAGE AMT:       310,400.00            CITY               GRAND RAPIDS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               MI   49506
  UNPAID BALANCE:    303,114.860            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,584.04            ANNUAL RATE ADJUST:      0.000
  LTV :                 54.65000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           04/01/09
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080253511               MORTGAGORS:        CALKINS, JEFFREY
                                            ADDRESS     :    113  BAY MEADOWS DR
  MORTGAGE AMT:       271,000.00            CITY               HOLLAND
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               MI   49424
  UNPAID BALANCE:    267,512.860            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,416.93            ANNUAL RATE ADJUST:      0.000
  LTV :                 77.99000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           04/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080253529               MORTGAGORS:        VANDERSCHIE, DONN

                                                   VANDERSCHIE, MARLENE
                                            ADDRESS     :    33 BAY MEADOWS DR
  MORTGAGE AMT:       330,000.00            CITY               HOLLAND
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               MI   49424
  UNPAID BALANCE:    324,676.890            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,943.12            ANNUAL RATE ADJUST:      0.000
  LTV :                 71.35000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           03/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080253537               MORTGAGORS:        KEISWETT, PAUL
                                            ADDRESS     :    1689 PLEASANTVVIEW RD
  MORTGAGE AMT:       314,900.00            CITY               PELLSTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MI   49769
  UNPAID BALANCE:    310,891.120            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,830.41            ANNUAL RATE ADJUST:      0.000
  LTV :                 49.47000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           04/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080253545               MORTGAGORS:        BLUM, IRVING
                                            ADDRESS     :    4681 COVE
  MORTGAGE AMT:       504,000.00            CITY               WEST BLOOMFIELD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               MI   48323
  UNPAID BALANCE:    500,844.880            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,565.39            ANNUAL RATE ADJUST:      0.000
  LTV :                 43.83000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080253552               MORTGAGORS:        COVER, RICHARD

                                                   COVER, SUSAN
                                            ADDRESS     :    8181 EAST SHORE RD
  MORTGAGE AMT:       395,000.00            CITY               TRAVERSE CITY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MI   49686
  UNPAID BALANCE:    389,971.410            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,550.37            ANNUAL RATE ADJUST:      0.000
  LTV :                 33.62000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           04/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080253560               MORTGAGORS:        MANZ, J.

                                                   MANZ, PATRICIA
                                            ADDRESS     :    7930 DEERVIEW
  MORTGAGE AMT:       550,000.00            CITY               BURR RIDGE\                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               IL   60525
  UNPAID BALANCE:    544,820.030            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,982.07            ANNUAL RATE ADJUST:      0.000
  LTV :                 50.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080253578               MORTGAGORS:        MURK, STEPHEN

                                                   MURK, DARLA
                                            ADDRESS     :    76701 ELEVENTH AVENUE
  MORTGAGE AMT:       369,000.00            CITY               SOUTH HAVEN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               MI   49090
  UNPAID BALANCE:    366,639.500            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,290.94            ANNUAL RATE ADJUST:      0.000
  LTV :                 33.55000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080253586               MORTGAGORS:        FERRO D.O., RICHARD

                                                   FERRO, MARY
                                            ADDRESS     :    3689 AUTUMNWOOD
  MORTGAGE AMT:       466,000.00            CITY               OKEMOS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               MI   48864
  UNPAID BALANCE:    463,082.780            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,221.17            ANNUAL RATE ADJUST:      0.000
  LTV :                 72.81000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080253594               MORTGAGORS:        STEARNS, VIRGIL

                                                   STEARNS, PATRICIA
                                            ADDRESS     :    7800 RAVEN DRIVE
  MORTGAGE AMT:       400,000.00            CITY               CALEDONIA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MI   49316
  UNPAID BALANCE:    393,026.450            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,644.34            ANNUAL RATE ADJUST:      0.000
  LTV :                 60.15000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/09
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080253602               MORTGAGORS:        JUNGSLAGER, FRANCISCUS

                                                   JUNGSLAGER, KAREN
                                            ADDRESS     :    8 ELIZABETH AVENUE
  MORTGAGE AMT:       425,000.00            CITY               GRAND HAVEN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               MI   49417
  UNPAID BALANCE:    419,531.290            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,790.38            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.74000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           04/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080253610               MORTGAGORS:        SCHWAB, FREDERICK

                                                   SCHWAB, DORTHY
                                            ADDRESS     :    1734 INDIAN POINT RD
  MORTGAGE AMT:       410,000.00            CITY               BRUTUS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MI   49716
  UNPAID BALANCE:    407,405.390            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,685.20            ANNUAL RATE ADJUST:      0.000
  LTV :                 42.05000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080253628               MORTGAGORS:        LAMBERTS, ROBERT

                                                   LAMBERTS, NANCY
                                            ADDRESS     :    1657 HILLSBORO AVENUE SE
  MORTGAGE AMT:       278,150.00            CITY               GRAND RAPIDS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               MI   49546
  UNPAID BALANCE:    276,370.680            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,480.69            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.47000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080253636               MORTGAGORS:        POPOSKI, CHARLES

                                                   POPOSKI, JOAN
                                            ADDRESS     :    1205 N KENOWA DR
  MORTGAGE AMT:       355,000.00            CITY               LUDINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MI   49431
  UNPAID BALANCE:    353,879.990            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,190.84            ANNUAL RATE ADJUST:      0.000
  LTV :                 72.82000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080253644               MORTGAGORS:        ETTLEMAN, ROBERT
                                            ADDRESS     :    36W837 WHISPERING TRAIL
  MORTGAGE AMT:       420,000.00            CITY               ST CHARLES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               IL   60175
  UNPAID BALANCE:    418,674.920            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,775.08            ANNUAL RATE ADJUST:      0.000
  LTV :                 68.85000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080253651               MORTGAGORS:        LIAUTAUD, GREGORY
                                            ADDRESS     :    70 BLUFF ROAD
  MORTGAGE AMT:       330,400.00            CITY               TROUT VALLEY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               IL   60013
  UNPAID BALANCE:    329,334.760            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,923.74            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080253669               MORTGAGORS:        FAVIA, VITO

                                                   FAVIA, MILDRED
                                            ADDRESS     :    27W781 WASHINGTON AVENUE
  MORTGAGE AMT:       254,500.00            CITY               WINFIELD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               IL   60190
  UNPAID BALANCE:    252,906.790            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,305.34            ANNUAL RATE ADJUST:      0.000
  LTV :                 89.30000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080254428               MORTGAGORS:        KERHULAS, IKE

                                                   KERHULAS, NICKI
                                            ADDRESS     :    2966 CALLE FRONTERA
  MORTGAGE AMT:       319,909.00            CITY               SAN CLEMENT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        8.25000                               CA   92673
  UNPAID BALANCE:    319,909.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,103.57            ANNUAL RATE ADJUST:      0.000
  LTV :                 89.86208            OUTSIDE CONV DATE:
  CURRENT INT           8.25000             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080254469               MORTGAGORS:        JOHNSEN, STANTON

                                                   JOHNSEN, STACEY
                                            ADDRESS     :    1959 EAST HICKORY VALLEY
  MORTGAGE AMT:       228,000.00            CITY               SANDY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               UT   84092
  UNPAID BALANCE:    228,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,081.33            ANNUAL RATE ADJUST:      0.000
  LTV :                 65.14286            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080254964               MORTGAGORS:        DESMARAIS, MICHAEL

                                                   DESMARAIS, KAREN
                                            ADDRESS     :    16017 ROSE AVENUE
  MORTGAGE AMT:       650,000.00            CITY               LOS GATOS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               CA   95030
  UNPAID BALANCE:    650,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          6,071.84            ANNUAL RATE ADJUST:      0.000
  LTV :                 50.98039            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080257819               MORTGAGORS:        CUFF, TERENCE
                                            ADDRESS     :    18 BELCREST
  MORTGAGE AMT:       373,000.00            CITY               LAGUNA NIGUel
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   92677
  UNPAID BALANCE:    370,715.150            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,431.32            ANNUAL RATE ADJUST:      0.000
  LTV :                 50.40541            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080257975               MORTGAGORS:        CHUNG, KI
                                            ADDRESS     :    55 NORTHWOOD DRIVE
  MORTGAGE AMT:       242,000.00            CITY               SAN FRANCISCO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   94112
  UNPAID BALANCE:    238,096.370            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,158.29            ANNUAL RATE ADJUST:      0.000
  LTV :                 67.03601            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           03/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080258387               MORTGAGORS:        FREED, ROBERT

                                                   FREED, SHARON
                                            ADDRESS     :    2154 PASSEO DEL ORO
  MORTGAGE AMT:       352,000.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               CA   95124
  UNPAID BALANCE:    350,852.790            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,090.54            ANNUAL RATE ADJUST:      0.000
  LTV :                 66.41509            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080258973               MORTGAGORS:        KELLEHER, JUDY
                                            ADDRESS     :    2888 OCEAN DRIVE
  MORTGAGE AMT:       350,000.00            CITY               AVALON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               NJ   08202
  UNPAID BALANCE:    346,774.190            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,219.73            ANNUAL RATE ADJUST:      0.000
  LTV :                 62.50000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080263023               MORTGAGORS:        FIREMAN, ANDREW

                                                   FIREMAN, KRISTEN
                                            ADDRESS     :    626 WOODBROOK DRIVE
  MORTGAGE AMT:       318,000.00            CITY               AMBLER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               PA   19002
  UNPAID BALANCE:    316,974.740            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,814.01            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.52000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080263031               MORTGAGORS:        TIGGES, MICHAEL

                                                   TIGGES, CHRISTINE
                                            ADDRESS     :    1325 EAST MAIN STREET
  MORTGAGE AMT:       540,000.00            CITY               GALLATIN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               TN   37066
  UNPAID BALANCE:    536,545.610            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,816.01            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080263049               MORTGAGORS:        VENKAT, SHYAM

                                                   VENKAT, SADHNA
                                            ADDRESS     :    18 SILVER LAKES DRIVE
  MORTGAGE AMT:       775,000.00            CITY               DARIEN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CT   06820
  UNPAID BALANCE:    772,581.370            OPTION TO CONVERT :      No
  MONTHLY P&I:          7,020.19            ANNUAL RATE ADJUST:      0.000
  LTV :                 68.89000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080263056               MORTGAGORS:        CHAUDHARY, MOHAMMAD

                                                   CHAUDHARY, LUBNA
                                            ADDRESS     :    606 MARIEN SQUARE
  MORTGAGE AMT:       410,000.00            CITY               OAK BROOK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               IL   60523
  UNPAID BALANCE:    408,734.340            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,742.74            ANNUAL RATE ADJUST:      0.000
  LTV :                 55.41000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080263064               MORTGAGORS:        GOGOLA, BARBARA

                                                   GOGOLA, ZENON
                                            ADDRESS     :    71 MOUNT ARARAT ROAD
  MORTGAGE AMT:       242,000.00            CITY               QUINCY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               MA   02169
  UNPAID BALANCE:    241,252.950            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,209.13            ANNUAL RATE ADJUST:      0.000
  LTV :                 49.90000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080263072               MORTGAGORS:        JUNCK, MARY

                                                   GIBSON, RALPH
                                            ADDRESS     :    18475 DEER HILL ROAD
  MORTGAGE AMT:       536,000.00            CITY               PLEASANT VALLEY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               IA   52722
  UNPAID BALANCE:    534,327.240            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,855.26            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080263080               MORTGAGORS:        MCGOVERN, CANDACE

                                                   MCGOVERN, TIMOTHY
                                            ADDRESS     :    782 OCEAN AVE
  MORTGAGE AMT:       323,000.00            CITY               WEST HAVEN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.25000                               CT   06516
  UNPAID BALANCE:    321,912.810            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,769.48            ANNUAL RATE ADJUST:      0.000
  LTV :                 77.83000            OUTSIDE CONV DATE:
  CURRENT INT           6.25000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080263098               MORTGAGORS:        GOICHMAN, LAWRENCE

                                                   GOICHMAN, JENNIFER
                                            ADDRESS     :    33 MEADOW WOOD DRIVE
  MORTGAGE AMT:       723,000.00            CITY               GREENWICH
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CT   06830
  UNPAID BALANCE:    720,792.390            OPTION TO CONVERT :      No
  MONTHLY P&I:          6,651.05            ANNUAL RATE ADJUST:      0.000
  LTV :                 13.90000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080263106               MORTGAGORS:        LARSON, ROBERT

                                                   LARSON, JANE
                                            ADDRESS     :    30  SOUTHGATE AVENUE
  MORTGAGE AMT:       584,000.00            CITY               ANNAPOLIS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               MD   21401
  UNPAID BALANCE:    582,197.210            OPTION TO CONVERT :      No
  MONTHLY P&I:          5,331.12            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080263114               MORTGAGORS:        BAKER, CHAD

                                                   BAKER, DENNI
                                            ADDRESS     :    3332 QUAIL CREEK ROAD
  MORTGAGE AMT:       264,000.00            CITY               OKLAHOMA CITY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               OK   73120
  UNPAID BALANCE:    263,185.040            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,409.96            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080263122               MORTGAGORS:        FINCHER, JOHN
                                            ADDRESS     :    8502 HAVEN WAY
  MORTGAGE AMT:       352,150.00            CITY               SPRING
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               TX   77375
  UNPAID BALANCE:    351,014.630            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,116.21            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.93000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080263130               MORTGAGORS:        USTRUCK, RONALD

                                                   USTRUCK, LINDA
                                            ADDRESS     :    LOT 17 HILLTOP ESTATES
  MORTGAGE AMT:       175,000.00            CITY               CLARKSTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               MI   48348
  UNPAID BALANCE:    173,868.400            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,548.59            ANNUAL RATE ADJUST:      0.000
  LTV :                 34.31000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080263148               MORTGAGORS:        MCGAW, BRIAN

                                                   MCGAW, GEMMI
                                            ADDRESS     :    4 COUNTRY PLACE CIRCLE
  MORTGAGE AMT:       262,000.00            CITY               DALWORTHINGTON GRDNS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               TX   76016
  UNPAID BALANCE:    260,305.830            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,318.46            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080263163               MORTGAGORS:        COOK, JOHNNY

                                                   COOK, SUSAN
                                            ADDRESS     :    4342 CRYSTAL RIDGE
  MORTGAGE AMT:       300,000.00            CITY               MISSOURI CITY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               TX   77459
  UNPAID BALANCE:    299,032.770            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,654.73            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080263189               MORTGAGORS:        NORWOOD, RONALD

                                                   NORWOOD, KIMBERLY
                                            ADDRESS     :    311 MAGNA CARTA DR
  MORTGAGE AMT:       307,800.00            CITY               ST LOUIS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               MO   63141
  UNPAID BALANCE:    305,809.670            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,723.75            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080264575               MORTGAGORS:        ROUSSY, MARK

                                                   ROUSSY, JOANNE
                                            ADDRESS     :    1265 LOG HOLLOW POINT
  MORTGAGE AMT:       341,000.00            CITY               COLORADO SP
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CO   80906
  UNPAID BALANCE:    339,947.350            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,112.86            ANNUAL RATE ADJUST:      0.000
  LTV :                 76.62921            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080264591               MORTGAGORS:        BRIDGE, RODNEY
                                            ADDRESS     :    368 WEST COUNTRYSIDE DRIV
  MORTGAGE AMT:       413,000.00            CITY               OREM
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        8.00000                               UT   84058
  UNPAID BALANCE:    411,806.490            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,946.84            ANNUAL RATE ADJUST:      0.000
  LTV :                 83.43434            OUTSIDE CONV DATE:
  CURRENT INT           8.00000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080264674               MORTGAGORS:        STERNBERG, RICHARD

                                                   STERNBERG, JANET
                                            ADDRESS     :    39W399 SILVER GLEN RD.
  MORTGAGE AMT:       468,000.00            CITY               ST CHARLES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               IL   60175
  UNPAID BALANCE:    466,539.460            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,239.29            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.91000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080264690               MORTGAGORS:        NEELY, JOHN
                                            ADDRESS     :    106 WEST JONES STREET
  MORTGAGE AMT:       400,000.00            CITY               SAVANNAH
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               GA   31401
  UNPAID BALANCE:    398,696.350            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,511.98            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.43137            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080264708               MORTGAGORS:        GODA, NARENDRAKUmar

                                                   GODA, JYOTSNA
                                            ADDRESS     :    3711 JERMANTOWN ROAD
  MORTGAGE AMT:       270,000.00            CITY               FAIRFAX
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               VA   22030
  UNPAID BALANCE:    269,157.390            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,445.74            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080265911               MORTGAGORS:        IRVINE, JOHN

                                                   IRVINE, LESLIE
                                            ADDRESS     :    4393 CREEK WOOD CLOSE
  MORTGAGE AMT:       552,450.00            CITY               Atlanta
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               GA   30342
  UNPAID BALANCE:    552,450.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          5,121.28            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           08/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  LN # 0080270192               MORTGAGORS:        BRADLEY, GRAEME
                                            ADDRESS     :    36 PEGASUS DRIVE
  MORTGAGE AMT:       300,000.00            CITY               COTO DE CAZ  (AREA)
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   92679
  UNPAID BALANCE:    299,093.960            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,781.04            ANNUAL RATE ADJUST:      0.000
  LTV :                 47.75549            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           07/01/14
  RATE:
  ---------------------------------------------------------------------------------------------------------------PRODUCT CODE:108
  --------------------------------------------------------------------------------

  **** PAGE TOTALS         NUM OF LOANS:    431                LOAN AMT:    152,532,
  ****                                                                        424.00
                           P & I AMT:    1,373,                UPB AMT:     151,405,
                                         543.47                               228.60


  **** GRAND TOTALS        NUM OF LOANS:            430        LOAN AMT:  152,532,424.00
  ****
                           P & I AMT:      1,373,543.47        UPB AMT:   151,405,228.60



</TABLE>

<PAGE>


                                    EXHIBIT D

                         FORM OF SERVICER'S CERTIFICATE
                            ----------------,  ------
                                 (month)       (year)

                       GE CAPITAL MORTGAGE SERVICES, INC.
                    REMIC Mortgage Pass-Through Certificates,
                                 Series 1999-19


     Pursuant to the Pooling and Servicing Agreement dated as of August 1, 1999
(the "Agreement") between GE Capital Mortgage Services, Inc. (the "Company"),
and State Street Bank and Trust Company (the "Trustee"), governing the
Certificates referred to above, the Company hereby certifies to the Trustee:

     With respect to the Agreement and as of the Determination Date for this
month:

<TABLE>
<CAPTION>
<S>               <C>                                                                                     <C>
         A.       Mortgage Loan Information:

                  (1)      Aggregate Scheduled Monthly Payments:
                           (a)      Principal                                                             $________
                           (b)      Interest                                                              $________
                           (c)      Total                                                                 $________

                  (2)      Aggregate Monthly Payments received and Monthly
                           Advances made this Month:
                           (a)      Principal                                                             $________
                           (b)      Interest                                                              $________
                           (c)      Total                                                                 $________

                  (3)      Aggregate Principal Prepayments in part received and
                           applied in the applicable Prepayment Period:
                           (a)      Principal                                                             $________
                           (b)      Interest                                                              $________
                           (c)      Total                                                                 $________

                  (4)      Aggregate Principal Prepayments in full received in
                           the applicable Prepayment Period:
                           (a)      Principal                                                             $________
                           (b)      Interest                                                              $________
                           (c)      Total                                                                 $________

                  (5)      Aggregate Insurance Proceeds (including purchases
                           of Mortgage Loans by primary mortgage insurers) for
                           prior month:
                           (a)      Principal                                                             $________
                           (b)      Interest                                                              $________
                           (c)      Total                                                                 $________

                  (6)      Aggregate Liquidation Proceeds for prior month:
                           (a)      Principal                                                             $________
                           (b)      Interest                                                              $________
                           (c)      Total                                                                 $________

                  (7)      Aggregate Purchase Prices for Defaulted Mortgage
                           Loans:
                           (a)      Principal                                                             $________
                           (b)      Interest                                                              $________
                           (c)      Total                                                                 $________

                  (8)      Aggregate Purchase Prices (and substitution
                           adjustments) for Defective Mortgage Loans:
                           (a)      Principal                                                             $________
                           (b)      Interest                                                              $________
                           (c)      Total                                                                 $________

                  (9)      Pool Scheduled Principal Balance:                                              $________

                  (10)     Available Funds:                                                               $________

                  (11)     Realized Losses for prior month:                                               $________

                  (12)     Aggregate Realized Losses and Debt Service
                           Reductions:
                           (a)      Deficient Valuations                                                  $________
                           (b)      Special Hazard Losses                                                 $________
                           (c)      Fraud Losses                                                          $________
                           (d)      Excess Bankruptcy Losses                                              $________
                                    (i)   Debt Service Reductions                                         $________
                                    (ii)  Deficient Valuations                                            $________
                           (e)      Excess Special Hazard Losses                                          $________
                           (f)      Excess Fraud Losses                                                   $________
                           (g)      Debt Service Reductions                                               $________

                  (13)     Compensating Interest Payment:                                                 $________

                  (14)     Accrued Certificate Interest, Unpaid Class Interest
                           Shortfalls and Pay-out Rate:

                           Class A                   $__________                $__________               ____%
                           Class M                   $__________                $__________               ____%
                           Class B1                  $__________                $__________               ____%
                           Class B2                  $__________                $__________               ____%
                           Class B3                  $__________                $__________               ____%
                           Class B4                  $__________                $__________               ____%
                           Class B5                  $__________                $__________               ____%
                           Class R                   $__________                $__________               ____%
                           Class S                   $__________                $__________               ____%

                  (15)     Accrual amount:

                           N/A

                  (16)     Principal distributable:

                           Class A                   $__________
                           Class PO                  $__________
                           Class M                   $__________
                           Class B1                  $__________
                           Class B2                  $__________
                           Class B3                  $__________
                           Class B4                  $__________
                           Class B5                  $__________
                           Class R                   $__________

                  (17)     Additional distributions to the Class R Certificate
                           pursuant to Section 4.01(b):

                           Class   R                 $__________

                  (18)     Certificate Interest Rate of:

                           Class S Certificates              __________%

                  (19)     Distributions Allocable to Unanticipated Recoveries:

                           Class A                   $__________
                           Class PO                  $__________
                           Class M                   $__________
                           Class B1                  $__________
                           Class B2                  $__________
                           Class B3                  $__________
                           Class B4                  $___________
                           Class B5                  $__________
                           Class R                   $__________
</TABLE>

         B.       Other Amounts:

<TABLE>
<CAPTION>
<S>      <C>                                                                                         <C>
1.       Senior Percentage for such  Distribution Date:                                              _____________%

2.       Senior Prepayment Percentage for such Distribution Date:                                    _____________%

3.       Junior Percentage for such Distribution Date:                                               _____________%

4.       Junior Prepayment Percentage for such Distribution Date:                                    _____________%

5.       Subordinate Certificate Writedown Amount for such Distribution Date:                        $_____________

6.       Prepayment Distribution Triggers satisfied:                         Yes               No

                           Class B1                                        _____            _____
                           Class B2                                        _____            _____
                           Class B3                                        _____            _____
                           Class B4                                        _____            _____
                           Class B5                                        _____            _____

7.       Servicing Fee:    $_____________
</TABLE>

     Capitalized terms used in this Certificate shall have the same meanings as
in the Agreement.



<PAGE>


                                    EXHIBIT E

              FORM OF TRANSFER CERTIFICATE AS TO ERISA MATTERS FOR
                    DEFINITIVE ERISA-RESTRICTED CERTIFICATES



State Street Bank and Trust Company
Corporate Trust Department
225 Franklin Street
Boston, Massachusetts   02110


[NAME OF OFFICER] ______________________ hereby certifies that:

     1. That he [she] is [title of officer] ___________________________________
of [name of Investor] _______________________________________ (the "Investor"),
a ________________________________ [description of type of entity] duly
organized and existing under the laws of the [State of ____________] [United
States], on behalf of which he [she] makes this affidavit.

     2. The Investor (i) is not, and on ________________ [insert date of
transfer of Certificate to Investor] will not be, and on such date will not be
investing the assets of, an employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or a plan subject
to Section 4975 of the Code or (ii) is an insurance company investing assets of
its general account and the exemptions provided by Section III(a) of Department
of Labor Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg. 35925 (July
12, 1995) (the "Exemptions") apply to the Investor's acquisition and holding of
any ERISA-Restricted Certificate. All capitalized terms used and not defined in
this certificate shall have the meanings ascribed thereto in the Agreement
referred to in paragraph 3 hereof.

     3. The Investor hereby acknowledges that under the terms of the Pooling and
Servicing Agreement (the "Agreement") between State Street Bank and Trust
Company, as Trustee and GE Capital Mortgage Services, Inc., dated as of August
1, 1999, no transfer of any ERISA-Restricted Certificate shall be permitted to
be made to any Person unless the Trustee has received (i) a certificate from
such transferee to the effect that (x) such transferee is not an employee
benefit plan subject to ERISA or a plan subject to Section 4975 of the Code (a
"Plan") or a Person that is using the assets of a Plan to acquire any such
Certificate or (y) such transferee is an insurance company investing assets of
its general account and the Exemptions apply to such transferee's acquisition
and holding of any such Certificate or (ii) an opinion of counsel satisfactory
to the Trustee and the Company to the effect that the purchase and holding of
any such Certificate will not constitute or result in the assets of the Trust
Fund created by the Agreement being deemed to be "plan assets" subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code and will
not subject the Trustee or the Company to any obligation in addition to those
undertaken in the Agreement (provided, however, that the Trustee will not
require such certificate or opinion in the event that, as a result of change of
law or otherwise, counsel satisfactory to the Trustee has rendered an opinion to
the effect that the purchase and holding of any such Certificate by a Plan or a
Person that is purchasing or holding any such Certificate with the assets of a
Plan will not constitute or result in a prohibited transaction under ERISA or
Section 4975 of the Code).

     [4. The ERISA-Restricted Certificates shall be registered in the name of
______________________________________________ as nominee for the Investor.]


IN WITNESS WHEREOF, the Investor has caused this instrument to be executed on
its behalf, pursuant to authority of its Board of Directors, by its [title of
officer] __________________ and its corporate seal to be hereunder attached,
attested by its [Assistant] Secretary, this ____ day of _________, 199_.



                                     _______________________________________
                                     [name of Investor]
                                     By:____________________________________
                                        Name:
                                        Title:

         The undersigned hereby
acknowledges that it is holding
and will hold the ERISA-Restricted
Certificates at the exclusive
direction of and as nominee of
the Investor named above.


_______________________________
[name of nominee]


By:____________________________
   Name:
   Title:


<PAGE>



                                    EXHIBIT F

                FORM OF RESIDUAL CERTIFICATE TRANSFEREE AFFIDAVIT




STATE OF                   )
                           ) ss.:
COUNTY OF                  )

[NAME OF OFFICER], _________________ being first duly sworn, deposes and says:

     1. That he [she] is [title of officer] ________________________ of [name of
Purchaser] _________________________________________ (the "Purchaser"), a
_________________ ____________________ [description of type of entity] duly
organized and existing under the laws of the [State of __________] [United
States], on behalf of which he [she] makes this affidavit.

     2. That the Purchaser's Taxpayer Identification Number is [    ].

     3. That the Purchaser is not a "disqualified organization" within the
meaning of Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended
(the "Code") and will not be a "disqualified organization" as of ______________
[insert date of transfer of Residual Certificate to Purchaser], and that the
Purchaser is not acquiring a Residual Certificate (as defined below) for the
account of, or as agent (including a broker, nominee, or other middleman) for,
any person or entity from which it has not received an affidavit substantially
in the form of this affidavit. For these purposes, a "disqualified organization"
means the United States, any state or political subdivision thereof, any foreign
government, any international organization, any agency or instrumentality of any
of the foregoing (other than an instrumentality if all of its activities are
subject to tax and a majority of its board of directors is not selected by such
governmental entity), any cooperative organization furnishing electric energy or
providing telephone service to persons in rural areas as described in Code
Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative
described in Code Section 521) that is exempt from federal income tax unless
such organization is subject to the tax on unrelated business income imposed by
Code Section 511. As used herein, "Residual Certificate" means any Certificate
designated as a "Class R Certificate" of GE Capital Mortgage Services, Inc.'s
REMIC Mortgage Pass-Through Certificates, Series 1999-19.

     4. That the Purchaser is not, and on _____________ [insert date of transfer
of Residual Certificate to Purchaser] will not be, and is not and on such date
will not be investing the assets of, an employee benefit plan subject to the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a plan
subject to Code Section 4975 or a person or entity that is using the assets of
any employee benefit plan or other plan to acquire a Residual Certificate.

     5. That the Purchaser hereby acknowledges that under the terms of the
Pooling and Servicing Agreement (the "Agreement") between State Street Bank and
Trust Company, as Trustee, and GE Capital Mortgage Services, Inc., dated as of
August 1, 1999, no transfer of the Residual Certificates shall be permitted to
be made to any person unless the Trustee has received a certificate from such
transferee to the effect that such transferee is not an employee benefit plan
subject to ERISA or a plan subject to Section 4975 of the Code and is not using
the assets of any employee benefit plan or other plan to acquire Residual
Certificates.

     6. That the Purchaser does not hold REMIC residual securities as nominee to
facilitate the clearance and settlement of such securities through electronic
book-entry changes in accounts of participating organizations (such entity, a
"Book-Entry Nominee").

     7. That the Purchaser does not have the intention to impede the assessment
or collection of any federal, state or local taxes legally required to be paid
with respect to such Residual Certificate.

     8. That the Purchaser will not transfer a Residual Certificate to any
person or entity (i) as to which the Purchaser has actual knowledge that the
requirements set forth in paragraph 3, paragraph 6 or paragraph 10 hereof are
not satisfied or that the Purchaser has reason to believe does not satisfy the
requirements set forth in paragraph 7 hereof, and (ii) without obtaining from
the prospective Purchaser an affidavit substantially in this form and providing
to the Trustee a written statement substantially in the form of Exhibit G to the
Agreement.

     9. That the Purchaser understands that, as the holder of a Residual
Certificate, the Purchaser may incur tax liabilities in excess of any cash flows
generated by the interest and that it intends to pay taxes associated with
holding such Residual Certificate as they become due.

     10. That the Purchaser (i) is not a Non-U.S. Person or (ii) is a Non-U.S.
Person that holds a Residual Certificate in connection with the conduct of a
trade or business within the United States and has furnished the transferor and
the Trustee with an effective Internal Revenue Service Form 4224 or successor
form at the time and in the manner required by the Code or (iii) is a Non-U.S.
Person that has delivered to both the transferor and the Trustee an opinion of a
nationally recognized tax counsel to the effect that the transfer of such
Residual Certificate to it is in accordance with the requirements of the Code
and the regulations promulgated thereunder and that such transfer of a Residual
Certificate will not be disregarded for federal income tax purposes. "Non-U.S.
Person" means an individual, corporation, partnership or other person other than
(i) a citizen or resident of the United States; (ii) a corporation (or entity
treated as a corporation for tax purposes) created or organized in the United
States or under the laws of the United States or of any state thereof,
including, for this purpose, the District of Columbia; (iii) a partnership (or
entity treated as a partnership for tax purposes) organized in the United States
or under the laws of the United States or of any state thereof, including, for
this purpose, the District of Columbia (unless provided otherwise by future
Treasury regulations); (iv) an estate whose income is includible in gross income
for United States income tax purposes regardless of its source; or (v) a trust,
if a court within the United States is able to exercise primary supervision over
the administration of the trust and one or more U.S. Persons have authority to
control all substantial decisions of the trust. Notwithstanding the last clause
of the preceding sentence, to the extent provided in Treasury regulations,
certain trusts in existence on August 20, 1996, and treated as U.S. Persons
prior to such date, may elect to continue to be U.S. Persons.

     11. That the Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of any Residual Certificate to such a "disqualified organization," an
agent thereof, a Book-Entry Nominee, or a person that does not satisfy the
requirements of paragraph 7 and paragraph 10 hereof.

     12. That the Purchaser consents to the designation of the Company as its
agent to act as "tax matters person" of the Trust Fund, pursuant to the Pooling
and Servicing Agreement.


<PAGE>



     IN WITNESS WHEREOF, the Purchaser has caused this instrument to be executed
on its behalf, pursuant to authority of its Board of Directors, by its [title of
officer] this _____ day of __________, 19__.



                                            _______________________________
                                            [name of Purchaser]


                                            By:______________________________
                                               Name:
                                               Title:

Personally appeared before me the above-named [name of officer]
________________, known or proved to me to be the same person who executed the
foregoing instrument and to be the [title of officer] _________________ of the
Purchaser, and acknowledged to me that he [she] executed the same as his [her]
free act and deed and the free act and deed of the Purchaser.

Subscribed and sworn before me this _____ day of __________, 19__.

NOTARY PUBLIC

______________________________

COUNTY OF_____________________

STATE OF______________________

My commission expires the _____ day of __________, 19__.


<PAGE>



                                    EXHIBIT G

                [LETTER FROM TRANSFEROR OF RESIDUAL CERTIFICATE]

                               -------------------
                                      Date

State Street Bank and Trust Company
Corporate Trust Department
225 Franklin Street
8th Floor
Boston, Massachusetts   02110

                  Re:      GE Capital Mortgage Services, Inc.
                           REMIC Mortgage Pass-Through
                           Certificates, Series 1999-19
                           ----------------------------------

Ladies and Gentlemen:

     _______________________ (the "Transferor") has reviewed the attached
affidavit of _____________________________ (the "Transferee"), and has no actual
knowledge that such affidavit is not true and has no reason to believe that the
information contained in paragraph 7 thereof is not true, and has no reason to
believe that the Transferee has the intention to impede the assessment or
collection of any federal, state or local taxes legally required to be paid with
respect to a Residual Certificate. In addition, the Transferor has conducted a
reasonable investigation at the time of the transfer and found that the
Transferee had historically paid its debts as they came due and found no
significant evidence to indicate that the Transferee will not continue to pay
its debts as they become due.

                                       Very truly yours,


                                       -------------------------------
                                       Name:
                                       Title:


<PAGE>



                                    EXHIBIT H

                        ADDITIONAL SERVICER COMPENSATION



QUALIFIED ADMINISTRATIVE EXPENSES
(Conventional, Non-Conforming Loans)


Assumption Fees                                  $550 - $800

Late Charges                                     Per Loan Documents

Appraisal/Inspection Fees                        Reasonable and Customary
                                                 Charges

Partial Release Fees                             $300

Easements                                        $150

Insufficient Funds Charges                       $15

Document Requests (copies of loan file
documents, additional pay-off quotations,
amortization schedules, payment histories)       $0

Modification Fees                                Reasonable and Customary
                                                 Charges


<PAGE>



                                    EXHIBIT I

                          FORM OF INVESTMENT LETTER FOR
                       DEFINITIVE RESTRICTED CERTIFICATES



                                                            --------------------
                                                                    Date
State Street Bank and Trust Company
Corporate Trust Department
225 Franklin Street
8th Floor
Boston, Massachusetts   02110

                     Re:   GE Capital Mortgage Services, Inc.
                           REMIC Mortgage Pass Through
                           Certificates, Series 1999-19
                           ----------------------------------

Ladies and Gentlemen:

     1. The undersigned, a [title of officer] _______________ of [name of
Investor] _________________________________________ (the "Investor"), a
_________________________________ [description of type of entity] duly
organized and existing under the laws of the [State of __________________]
[United States], hereby certifies as follows:

     2. The Investor hereby acknowledges that under the terms of the Pooling and
Servicing Agreement between State Street Bank and Trust Company, as Trustee, and
GE Capital Mortgage Services, Inc. (the "Company"), dated as of August 1, 1999
(the "Agreement"), no transfer of a Restricted Certificate may be made unless
such transfer is exempt from the registration requirements of the Securities Act
of 1933, as amended (the "Securities Act"), and any applicable state securities
laws, or is made in accordance with the Securities Act and such laws.

     3. The Investor understands that (a) the Restricted Certificates have not
been and will not be registered or qualified under the Securities Act, or the
securities laws of any state, (b) neither the Company nor the Trustee is
required, and neither intends, to so register or qualify the Restricted
Certificates, (c) the Restricted Certificates cannot be resold unless (i) they
are registered and qualified under the Securities Act and the applicable state
securities laws or (ii) such sale is exempt from the requirements of the
Securities Act, (d) the Agreement contains restrictions regarding the transfer
of the Restricted Certificates and (e) the Restricted Certificates will bear a
legend to the foregoing effect.

     4. The Investor is acquiring the Restricted Certificates for its own
account for investment only and not with a view to or for sale or other transfer
in connection with any distribution of the Restricted Certificates in any manner
that would violate the Securities Act or any applicable state securities laws.

     5. The Investor (a) is a substantial, sophisticated institutional investor
having such knowledge and experience in financial and business matters, and in
particular in such matters related to securities similar to the Restricted
Certificates, such that it is capable of evaluating the merits and risks of
investment in the Restricted Certificates, (b) is able to bear the economic
risks of such an investment and (c) is an "accredited investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) promulgated pursuant to the
Securities Act.

     6. The Investor will not authorize nor has it authorized any person to (a)
offer, pledge, sell, dispose of or otherwise transfer any Restricted
Certificate, any interest in any Restricted Certificate or any other similar
security to any person in any manner, (b) solicit any offer to buy or to accept
a pledge, disposition or other transfer of any Restricted Certificate, any
interest in any Restricted Certificate or any other similar security from any
person in any manner, (c) otherwise approach or negotiate with respect to any
Restricted Certificate, any interest in any Restricted Certificate or any other
similar security with any person in any manner, (d) make any general
solicitation by means of general advertising or in any other manner, or (e) take
any other action that would constitute a distribution of any Restricted
Certificate under the Securities Act, that would render the disposition of any
Restricted Certificate a violation of Section 5 of the Securities Act or any
state securities law, or that could require registration or qualification
pursuant thereto. Neither the Investor nor anyone acting on its behalf has
offered the Restricted Certificates for sale or made any general solicitation by
means of general advertising or in any other manner with respect to the
Restricted Certificates. The Investor will not sell or otherwise transfer any of
the Restricted Certificates, except in compliance with the provisions of the
Agreement.

     7. If an Investor in a Restricted Certificate sells or otherwise transfers
any such Certificate to a transferee other than a "qualified institutional
buyer" under Rule 144A of the Securities Act, such Investor will obtain (a) from
any subsequent purchaser the same certifications, representations, warranties
and covenants contained in the foregoing paragraphs and in this paragraph or (b)
an opinion of counsel in form and substance satisfactory to the Trustee pursuant
to the Agreement.

     8. The Investor hereby indemnifies the Trustee and the Company against any
liability that may result if the Investor's transfer of a Restricted Certificate
(or any portion thereof) is not exempt from the registration requirements of the
Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws. Such indemnification of the Trustee
and the Company shall survive the termination of the Agreement.

     [9. The Restricted Certificates shall be registered in the name of
_____________________________ as nominee for the Investor.]

     IN WITNESS WHEREOF, the Investor has caused this instrument to be executed
on its behalf, pursuant to authority of its Board of Directors, by its [title of
officer] _____________ this _____ day of __________, 19__.


                                         _______________________________
                                         [name of Investor]


                                         By:______________________________
                                            Name:
                                            Title:


         The undersigned hereby
acknowledges that it is holding
and will hold the Restricted
Certificates at the exclusive
direction of and as nominee
of the Investor named above.

_____________________________
[name of nominee]


By:__________________________
   Name:
   Title:


<PAGE>


                                    EXHIBIT J

                       FORM OF DISTRIBUTION DATE STATEMENT

                             -----------------, ------
                               (month)         (year)

                       GE CAPITAL MORTGAGE SERVICES, INC.
                    REMIC Mortgage Pass-Through Certificates,
                                 Series 1999-19

     Pursuant to the Pooling and Servicing Agreement dated as of August 1, 1999
(the "Agreement") between GE Capital Mortgage Services, Inc. (the "Company"),
and State Street Bank and Trust Company (the "Trustee"), governing the
Certificates referred to above, the Company hereby certifies to the Trustee:

     With respect to the Agreement and as of the Determination Date for this
month:

     The amounts below are for a Single Certificate of $1,000:

<TABLE>
<CAPTION>
<S>               <C>      <C>                                                        <C>
                  (1)      Amount of distribution allocable to principal:

                           Class A                                                    $__________
                           Class PO                                                   $__________
                           Class M                                                    $__________
                           Class B1                                                   $__________
                           Class B2                                                   $__________
                           Class B3                                                   $__________
                           Class B4                                                   $__________
                           Class B5                                                   $__________
                           Class R                                                    $__________

                  (2)      Aggregate principal prepayments included in distribution:

                           Class A                                                    $__________
                           Class PO                                                   $__________
                           Class M                                                    $__________
                           Class B1                                                   $__________
                           Class B2                                                   $__________
                           Class B3                                                   $__________
                           Class B4                                                   $__________
                           Class B5                                                   $__________
                           Class R                                                    $__________

                  (3)      Amount of distribution allocable to interest; Pay-out Rate:

                           Class A               $__________                                ____%
                           Class M               $__________                                ____%
                           Class B1              $__________                                ____%
                           Class B2              $__________                                ____%
                           Class B3              $__________                                ____%
                           Class B4              $__________                                ____%
                           Class B5              $__________                                ____%
                           Class R               $__________                                ____%
                           Class S               $__________                                ____%

                  (4)      Accrual Amount:

                           N/A

                  (5)      Amount of distribution allocable to Unanticipated Recoveries:

                           Class A                  $__________                             ____%
                           Class PO                 $__________                             ____%
                           Class M                  $__________                             ____%
                           Class B1                 $__________                             ____%
                           Class B2                 $__________                             ____%
                           Class B3                 $__________                             ____%
                           Class B4                 $__________                             ____%
                           Class B5                 $__________                             ____%
                           Class R                  $__________                             ____%

                  (6)      Servicing Compensation:                                          $__________

                  The amounts below are for the aggregate of all Certificates:

                  (7)      Pool Scheduled Principal Balance; number
                           of Mortgage Loans:                                     $__________            __________

                  (8)      Class Certificate Principal Balance (or Notional Principal Balance)
                           of each Class; Certificate Principal
                           Balance (or Notional Principal Balance) of
                           Single Certificate of each Class:
                                                                      Single
                                                                    Certificate
                            Class               Balance               Balance
                            -----               -------             -----------

                           Class A            $__________           $__________
                           Class PO           $__________           $__________
                           Class M            $__________           $__________
                           Class B1           $__________           $__________
                           Class B2           $__________           $__________
                           Class B3           $__________           $__________
                           Class B4           $__________           $__________
                           Class B5           $__________           $__________
                           Class R            $__________           $__________
                           Class S            $__________           $__________

                  (9)      Book value of real estate acquired on
                           behalf of Certificateholders; number of
                           related Mortgage Loans:                                $__________            __________

                  (10)     Aggregate Scheduled Principal Balance and
                           number of delinquent Mortgage Loans:

                           30-59 days delinquent                                  $__________            __________
                           60-89 days delinquent                                  $__________            __________
                           90 or more days delinquent                             $__________            __________
                           In foreclosure                                         $__________            __________

                  (11)     Aggregate Scheduled Principal Balance and
                           number of replaced Mortgage Loans:                     $__________            __________

                  (12)     Certificate Interest Rate of:
                           Class S Certificate:                                                         __________%

                  (13)     Senior Percentage for such Distribution
                           Date:                                                                        __________%

                  (14)     Senior Prepayment Percentage for such
                           Distribution Date:                                                           __________%

                  (15)     Junior Percentage for such Distribution
                           Date:                                                                        __________%

                  (16)     Junior Prepayment Percentage for such
                           Distribution Date:                                                           __________%
</TABLE>

     Capitalized terms used in this Statement shall have the same meanings as in
the Agreement.


<PAGE>



                                    EXHIBIT K

                            FORM OF SPECIAL SERVICING
                          AND COLLATERAL FUND AGREEMENT


     This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the "Agreement") is
made and entered into as of ____________________, 199_, between GE Capital
Mortgage Services, Inc. (the "Company") and _____________________________ (the
"Purchaser").

                              PRELIMINARY STATEMENT

     ___________________________ or an affiliate thereof is the holder of the
entire interest in REMIC Mortgage Pass-Through Certificates, Series 199_-__,
Class B_ (the "Class B_ Certificates"). The Class B_ Certificates were issued
pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement") dated as of ________ 1, 199_ between the Company (in its capacity as
servicer thereunder, the "Servicer") and State Street Bank and Trust Company as
Trustee.

     ____________________________ or an affiliate thereof intends to resell all
of the Class B_ Certificates directly to the Purchaser on or promptly after the
date hereof.

     In connection with such sale, the parties hereto have agreed that the
Company, as Servicer, will engage in certain special servicing procedures
relating to foreclosures for the benefit of the Purchaser, and that the
Purchaser will deposit funds in a collateral fund to cover any losses
attributable to such procedures as well as all advances and costs in connection
therewith, as set forth herein.

     [The parties hereto have further agreed that the Purchaser will have no
rights, and the Company will have no obligations under this Agreement until the
Class Certificate Principal Balance of the REMIC Mortgage Pass-Through
Certificates, Series 199_-__, Class B5 (the "Class B5 Certificates") has been
reduced to zero, and any Special Servicing and Collateral Fund Agreement in
respect of such Class between the Company and the Purchaser has been
terminated.]

     In consideration of the mutual agreements herein contained, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Purchaser
agree that the following provisions shall become effective and shall be binding
on and enforceable by the Company and the Purchaser upon the acquisition by the
Purchaser of the Class B_ Certificates.



<PAGE>


                                    ARTICLE I

                                   DEFINITIONS

     Section 1.01. Defined Terms. Whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires, shall have the
following meanings:

     Business Day: Any day other than (i) a Saturday or a Sunday of (ii) a day
on which banking institutions in New York City or Boston, Massachusetts are
required or authorized by law or executive order to be closed.

     Collateral Fund: The fund established and maintained pursuant to Section
3.01 hereof.

     Collateral Fund Permitted Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) repurchase agreements on
obligations specified in clause (i) provided that the unsecured obligations of
the party agreeing to repurchase such obligations are at the time rated by each
Rating Agency in the highest long-term rating category, (iii) federal funds,
certificates of deposit, time deposits and banker's acceptances of any U.S.
depository institution or trust company incorporated under the laws of the
United States or any state provided that the debt obligations of such depository
institution or trust company at the date of acquisition thereof have been rated
by each Rating Agency in the highest long-term rating category, (iv) commercial
paper of any corporation incorporated under the laws of the United States or any
state thereof which on the date of acquisition has the highest short term rating
of each Rating Agency, and (v) other obligations or securities that are
acceptable to each Rating Agency as a Collateral Fund Permitted Investment
hereunder and will not, as evidenced in writing, result in a reduction or
withdrawal in the then current rating of the Certificates and, for each of the
preceding clauses, the maturity thereof shall be not later than the earlier to
occur of (A) 30 days from the date of the related investment and (B) the
Business Day preceding the next succeeding Distribution Date.

     Commencement of Foreclosure: The first official action required under local
law in order to commence foreclosure proceedings or to schedule a trustee's sale
under a deed of trust, including (i) in the case of a mortgage, any filing or
service of process necessary to commence an action to foreclose, or (ii) in the
case of a deed of trust, the posting, publishing, filing or delivery of a notice
of sale, but not including in either case (x) any notice of default, notice of
intent to foreclose or sell or any other action prerequisite to the actions
specified in (i) or (ii) above and, upon the consent of the Purchaser which will
be deemed given unless expressly withheld within two Business Days of
notification, (y) the acceptance of a deed-in-lieu of foreclosure (whether in
connection with a sale of the related property or otherwise) or (z) initiation
and completion of a short pay-off.

     Current Appraisal: With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged Property obtained by the Purchaser as nearly contemporaneously as
practicable to the time of the Purchaser's election, prepared based on the
Company's customary requirements for such appraisals.

     Election to Delay Foreclosure: Any election by the Purchaser to delay the
Commencement of Foreclosure, made in accordance with Section 2.02(b).

     Election to Foreclose: Any election by the Purchaser to proceed with the
Commencement of Foreclosure, made in accordance with Section 2.03(a).

     Required Collateral Fund Balance: As of any date of determination, an
amount equal to the aggregate of all amounts previously required to be deposited
in the Collateral Fund pursuant to Section 2.02(d) (after adjustments for all
withdrawals and deposits prior to such date pursuant to Section 2.02(e)) and
Section 2.03(b) (after adjustment for all withdrawals and deposits prior to such
date pursuant to Section 2.03(c)) and Section 3.02, reduced by all withdrawals
therefrom prior to such date pursuant to Section 2.02(g) and Section 2.03(d).

     Section 1.02. Definitions Incorporated by Reference. All capitalized terms
not otherwise defined in this Agreement shall have the meanings assigned in the
Pooling and Servicing Agreement.

                                   ARTICLE II

                          SPECIAL SERVICING PROCEDURES

     Section 2.01. Reports and Notices.

     (a) In connection with the performance of its duties under the Pooling and
Servicing Agreement relating to the realization upon defaulted Mortgage Loans,
the Company as Servicer shall provide to the Purchaser the following notices and
reports:

          (i) Within five Business Days after each Distribution Date (or
     included in or with the monthly statements to Certificateholders pursuant
     to the Pooling and Servicing Agreement), the Company, as Servicer, shall
     provide to the Purchaser a report, using the same methodology and
     calculations in its standard servicing reports, indicating for the Trust
     Fund the number of Mortgage Loans that are (A) thirty days, (B) sixty days,
     (C) ninety days or more delinquent or (D) in foreclosure, and indicating
     for each such Mortgage Loan the loan number and outstanding principal
     balance.

          (ii) Prior to the Commencement of Foreclosure in connection with any
     Mortgage Loan, the Company shall provide the Purchaser with a notice (sent
     by facsimile transmission) of such proposed and imminent foreclosure,
     stating the loan number and the aggregate amount owing under the Mortgage
     Loan. Such notice may be provided to the Purchaser in the form of a copy of
     a referral letter from the Company to an attorney requesting the
     institution of foreclosure or a copy of a request to foreclose received by
     the Company from the related primary servicer which has been approved by
     the Company.

     (b) If requested by the Purchaser, the Company shall make its servicing
personnel available (during their normal business hours) to respond to
reasonable inquiries, in writing by facsimile transmission, by the Purchaser in
connection with any Mortgage Loan identified in a report under subsection (a)(i)
or (a)(ii) which has been given to the Purchaser, provided, that (1) the Company
shall only be required to provide information that is readily accessible to its
servicing personnel and is non-confidential and (2) the Company shall respond
within five Business Days orally or in writing by facsimile transmission.

     (c) In addition to the foregoing, the Company shall provide to the
Purchaser such information as the Purchaser may reasonably request concerning
each Mortgage Loan that is at least sixty days delinquent and each Mortgage Loan
which has become real estate owned, through the final liquidation thereof,
provided, that the Company shall only be required to provide information that is
readily accessible to its servicing personnel and is non-confidential.

     Section 2.02. Purchaser's Election to Delay Foreclosure Proceedings.

     (a) The Purchaser shall be deemed to direct the Company that in the event
that the Company does not receive written notice of the Purchaser's election
pursuant to subsection (b) below within 24 hours (exclusive of any intervening
non-Business Days) of transmission of the notice provided by the Company under
Section 2.01(a)(ii) subject to extension as set forth in Section 2.02(b), the
Company may proceed with the Commencement of Foreclosure in respect of such
Mortgage Loan in accordance with its normal foreclosure policies without further
notice to the Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the Company) or
(ii) with notice to the Purchaser if the Company has reached the terms of a
forbearance agreement with the borrower. In such latter case the Company may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days of notification.

     (b) In connection with any Mortgage Loan with respect to which a notice
under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser may
elect to instruct the Company to delay the Commencement of Foreclosure until
such time as the Purchaser determines that the Company may proceed with the
Commencement of Foreclosure. Such election must be evidenced by written notice
received within 24 hours (exclusive of any intervening non-Business Days) of
transmission of the notice provided by the Company under Section 2.01(a)(ii).
The Purchaser shall send a copy of such notice of election to each Rating Agency
as soon as practicable thereafter. Such 24-hour period shall be extended for no
longer than an additional four Business Days after the receipt of the
information if the Purchaser requests additional information related to such
foreclosure within such 24-hour period; provided, however, that the Purchaser
will have at least one Business Day to make such election following its receipt
of any requested additional information. Any such additional information shall
(i) not be confidential in nature and (ii) be obtainable by the Company from
existing reports, certificates or statements or otherwise be readily accessible
to its servicing personnel. The Purchaser agrees that it has no right to deal
with the mortgagor. However, if the Company's normal foreclosure policies
include acceptance of a deed-in-lieu of foreclosure or short payoff, the
Purchaser will be notified and given two Business Days to respond.

     (c) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Purchaser shall obtain a Current Appraisal as
soon as practicable, and shall provide the Company with a copy of such Current
Appraisal.

     (d) Within two Business Days of making any Election to Delay Foreclosure,
the Purchaser shall remit by wire transfer to the Trustee, for deposit in the
Collateral Fund, an amount, as calculated by the Company, equal to the sum of
(i) 125% of the greater of the Scheduled Principal Balance of the Mortgage Loan
and the value shown in the Current Appraisal referred to in subsection (c) above
(or, if such Current Appraisal has not yet been obtained, the Company's estimate
thereof, in which case the required deposit under this subsection shall be
adjusted upon obtaining such Current Appraisal), and (ii) three months' interest
on the Mortgage Loan at the applicable Mortgage Rate. If any Election to Delay
Foreclosure extends for a period in excess of three months (such excess period
being referred to herein as the "Excess Period"), the Purchaser shall remit by
wire transfer in advance to the Trustee for deposit in the Collateral Fund the
amount of each additional month's interest, as calculated by the Company, equal
to interest on the Mortgage Loan at the applicable Mortgage Rate for the Excess
Period. The terms of this Agreement will no longer apply to the servicing of any
Mortgage Loan upon the failure of the Purchaser to deposit the above amounts
relating to the Mortgage Loan within two Business Days of (i) the Election to
Delay Foreclosure or (ii) the beginning of the related Excess Period, as the
case may be.

     (e) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Company or the Trustee may withdraw from the
Collateral Fund from time to time amounts necessary to reimburse the Company for
all related Monthly Advances and Liquidation Expenses thereafter made by the
Company as Servicer in accordance with the Pooling and Servicing Agreement. To
the extent that the amount of any such Liquidation Expense is determined by the
Company based on estimated costs, and the actual costs are subsequently
determined to be higher, the Company or the Trustee may withdraw the additional
amount from the Collateral Fund to reimburse the Company. In the event that the
Mortgage Loan is brought current by the mortgagor, the amounts so withdrawn from
the Collateral Fund shall be redeposited therein as and to the extent that
reimbursement therefor from amounts paid by the mortgagor is not prohibited
pursuant to the Pooling and Servicing Agreement as of the date hereof. Except as
provided in the preceding sentence, amounts withdrawn from the Collateral Fund
to cover Monthly Advances and Liquidation Expenses shall not be redeposited
therein or otherwise reimbursed to the Purchaser. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts remaining in the
Collateral Fund in respect of such Mortgage Loan (after adjustment for all
previous withdrawals and deposits pursuant to this subsection and after
reimbursement to the Servicer for all related Monthly Advances) shall be
released to the Purchaser.

     (f) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Company shall continue to service the
Mortgage Loan in accordance with its customary procedures (other than the delay
in Commencement of Foreclosure as provided herein). If and when, following such
election, the Purchaser shall notify the Company that it believes that it is
appropriate to do so, the Company shall proceed with the Commencement of
Foreclosure; provided that, in any event, if the Mortgage Loan is not brought
current by the mortgagor by the time the loan becomes 6 months delinquent, the
Purchaser's election shall no longer be effective, unless the Purchaser shall
have purchased the related Mortgage Loan promptly following (and in any event
not later than the third Business Day after) the end of such 6-month period in
the manner provided in the following two sentences, and the Company shall be
entitled to proceed with the Commencement of Foreclosure. Any purchase of such
Mortgage Loan by the Purchaser pursuant to the preceding sentence shall be at a
purchase price equal to the unpaid principal balance of the Mortgage Loan plus
accrued interest at the Mortgage Rate from the date last paid by the mortgagor.
Such purchase price shall be deposited by the Purchaser into the Collateral Fund
in immediately available funds on the Business Day which is the date of purchase
and the Purchaser shall instruct the Trustee (with notice to the Company) to
withdraw such amount therefrom on such Business Day and remit the same to the
Trust Fund for application as Liquidation Proceeds pursuant to the Pooling and
Servicing Agreement. Following such withdrawal, all amounts remaining in the
Collateral Fund in respect of such Mortgage Loan (after adjustment for all
previous withdrawals and deposits pursuant to this Agreement and after
reimbursement to the Servicer for all related Monthly Advances) shall be
released to the Purchaser.

     (g) Upon the occurrence of a liquidation with respect to any Mortgage Loan
as to which the Purchaser made an Election to Delay Foreclosure and as to which
the Company proceeded with the Commencement of Foreclosure in accordance with
subsection (f) above, the Company shall calculate the amount, if any, by which
the value shown on the Current Appraisal obtained under subsection (c) exceeds
the actual sales price obtained for the related Mortgaged Property (net of
Liquidation Expenses and unreimbursed Monthly Advances related to the extended
foreclosure period), and the Company or the Trustee shall withdraw the amount of
such excess from the Collateral Fund and shall remit the same to the Trust Fund
for application as additional Liquidation Proceeds pursuant to the Pooling and
Servicing Agreement. After making such withdrawal, all amounts remaining in the
Collateral Fund in respect of such Mortgage Loan (after adjustment for all
withdrawals and deposits pursuant to subsection (e) and after reimbursement to
the Servicer for all related Monthly Advances) shall be released to the
Purchaser.

     Section 2.03. Purchaser's Election to Commence Foreclosure Proceedings.

     (a) In connection with any Mortgage Loan identified in a report under
Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to
proceed with the Commencement of Foreclosure as soon as practicable. Such
election must be evidenced by written notice received by the Company by 5:00
p.m., New York City time, on the third Business Day following the delivery of
such report under Section 2.01(a)(i).

     (b) Within two Business Days of making any Election to Foreclose, the
Purchaser shall remit to the Trustee, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current Scheduled
Principal Balance of the Mortgage Loan and three months' interest on the
Mortgage Loan at the applicable Mortgage Rate. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts in the Collateral Fund in
respect of such Mortgage Loan (after adjustment for all withdrawals and deposits
pursuant to subsection (c) below) shall be released to the Purchaser. The terms
of this Agreement will no longer apply to the servicing of any Mortgage Loan
upon the failure of the Purchaser to deposit the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Foreclose.

     (c) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Foreclose, the Company shall continue to service the Mortgage Loan
in accordance with its customary procedures. In connection therewith, the
Company shall have the same rights to make withdrawals for Monthly Advances and
Liquidation Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection. The Company shall not be required to proceed
with the Commencement of Foreclosure if (i) the same is stayed as a result of
the mortgagor's bankruptcy or is otherwise barred by applicable law, or to the
extent that all legal conditions precedent thereto have not yet been complied
with, or (ii) the Company believes there is a breach of representations or
warranties by the Company, which may result in a repurchase or substitution of
such Mortgage Loan, or (iii) the Company has or expects to have the right under
the Pooling and Servicing Agreement to purchase the defaulted Mortgage Loan and
intends to exercise such right or (iv) the Company reasonably believes the
Mortgaged Property may be contaminated with or affected by hazardous wastes or
hazardous substances (and the Company supplies the Purchaser with information
supporting such belief) or (v) the same is prohibited by or is otherwise
inconsistent with the provisions of the Pooling and Servicing Agreement. Any
foreclosure that has been initiated may be discontinued (i) without notice to
the Purchaser if the Mortgage Loan has been brought current or if a refinancing
or prepayment occurs with respect to the Mortgage Loan (including by means of a
short payoff approved by the Purchaser) or (ii) with notice to the Purchaser if
the Company has reached the terms of a forbearance agreement unless instructed
otherwise by the Purchaser within two Business Days of notification.

     (d) Upon the occurrence of a liquidation with respect to any Mortgage Loan
as to which the Purchaser made an Election to Foreclose and as to which the
Company proceeded with the Commencement of Foreclosure in accordance with
subsection (c) above, the Company shall calculate the amount, if any, by which
the Scheduled Principal Balance of the Mortgage Loan at the time of liquidation
(plus all unreimbursed Monthly Advances and Liquidation Expenses in connection
therewith other than those previously paid from the Collateral Fund) exceeds the
actual sales price obtained for the related Mortgaged Property, and the Company
or the Trustee shall withdraw the amount of such excess from the Collateral Fund
and shall remit the same to the Trust Fund for application as additional
Liquidation Proceeds pursuant to the Pooling and Servicing Agreement. After
making such withdrawal, all amounts remaining in the Collateral Fund (after
adjustment for all withdrawals and deposits pursuant to subsection (c) above and
after reimbursement to the Servicer for all related Monthly Advances) in respect
of such Mortgage Loan shall be released to the Purchaser.

     Section 2.04. Termination.

     (a) With respect to all Mortgage Loans included in the Trust Fund, the
Purchaser's right to make any Election to Delay Foreclosure or any Election to
Foreclose and the Company's obligations under Section 2.01 shall terminate on
the earliest to occur of the following: (i) at such time as the Class
Certificate Principal Balance of the Class B_ Certificates has been reduced to
zero, (ii) if the greater of (x) 43% (or such lower or higher percentage that
represents the Company's actual loss experience with respect to the Mortgage
Loans) of the aggregate principal balance of all Mortgage Loans that are in
foreclosure or are more than 90 days delinquent on a contractual basis and the
aggregate book value of REO properties or (y) the aggregate amount that the
Company estimates through its normal servicing practices will be required to be
withdrawn from the Collateral Fund with respect to Mortgage Loans as to which
the Purchaser has made an Election to Delay Foreclosure or an Election to
Foreclose exceeds (z) the then-current Class Certificate Principal Balance of
the Class B_ Certificates, or (iii) upon any transfer by the Purchaser of any
interest (other than the minority interest therein, but only if the transferee
provides written acknowledgment to the Company of the Purchaser's right
hereunder and that such transferee will have no rights hereunder) in the Class
B_ Certificates [or in the Class B5 Certificates] (whether or not such transfer
is registered under the Pooling and Servicing Agreement), including any such
transfer in connection with a termination of the Trust Fund. Unless earlier
terminated as set forth herein, this Agreement and the respective rights,
obligations and responsibilities of the Purchaser and the Company hereunder
shall terminate immediately upon (x) the later to occur of (i) the final
liquidation of the last Mortgage Loan as to which the Purchaser made any
Election to Delay Foreclosure or any Election to Foreclose and the withdrawal of
all remaining amounts in the Collateral Fund as provided herein and (ii) ten
(10) Business Days' notice or (y) the occurrence of any event that results in
the Purchaser becoming an "affiliate" of the Trustee within the meaning of the
Prohibited Transaction Exemption (as defined in the Pooling and Servicing
Agreement).

     (b) The Purchaser's rights pursuant to Section 2.02 or 2.03 of this
Agreement shall terminate with respect to a Mortgage Loan as to which the
Purchaser has exercised its rights under Section 2.02 or 2.03 hereof, upon
Purchaser's failure to deposit any amounts required pursuant to Section 2.02(d)
or 2.03(b) after one Business Day's notice of such failure.

     Section 2.05. Notification. The Purchaser shall promptly notify the Trustee
and the Company if such Purchaser becomes aware of any discussions, plans or
events that might lead to such Person's becoming an "affiliate" (within the
meaning of the Prohibited Transaction Exemption) of the Trustee, provided that
the contents of any such notification shall be kept confidential by the parties
to this Agreement.

                                   ARTICLE III

                       COLLATERAL FUND; SECURITY INTEREST

     Section 3.01. Collateral Fund. Upon payment by the Purchaser of the initial
amount required to be deposited in the Collateral Fund pursuant to Article II,
the Company shall request the Trustee to establish and maintain with the Trustee
a segregated account entitled "REMIC Mortgage Pass-Through Certificates 199_-__
Collateral Fund, for the benefit of GE Capital Mortgage Services, Inc. and State
Street Bank and Trust Company on behalf of Certificateholders, as secured
parties" (the "Collateral Fund"). Amounts held in the Collateral Fund shall
continue to be the property of the Purchaser, subject to the first priority
security interest granted hereunder for the benefit of such secured parties,
until withdrawn from the Collateral Fund pursuant to the Section 2.02 or 2.03
hereof.

     Upon the termination of this Agreement and the liquidation of all Mortgage
Loans as to which the Purchaser has made any Election to Delay Foreclosure or
any Election to Foreclose pursuant to Section 2.04 hereof, the Company shall
distribute to the Purchaser all amounts remaining in the Collateral Fund
together with any investment earnings thereon (after giving effect to all
withdrawals therefrom permitted under this Agreement).

     The Purchaser shall not take or direct the Company or the Trustee to take
any action contrary to any provision of the Pooling and Servicing Agreement. In
no event shall the Purchaser (i) take or cause the Trustee or the Company to
take any action that could cause any REMIC established under the Pooling and
Servicing Agreement to fail to qualify as a REMIC or cause the imposition on any
such REMIC of any "prohibited transaction" or "prohibited contribution" taxes or
(ii) cause the Trustee or the Company to fail to take any action necessary to
maintain the status of any such REMIC as a REMIC.

     Section 3.02. Collateral Fund Permitted Investments. The Company shall, at
the written direction of the Purchaser, direct the Trustee to invest the funds
in the Collateral Fund in the name of the Trustee in Collateral Fund Permitted
Investments. Such direction shall not be changed more frequently then quarterly.
In the absence of any direction, the Company shall direct the Trustee select
such investments in accordance with the definition of Collateral Fund Permitted
Investments in its discretion.

     All income and gain realized from any investment as well as any interest
earned on deposits in the Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the Purchaser and the
amount of net realized losses shall be promptly deposited by the Purchaser in
the Collateral Fund. The Company shall periodically (but not more frequently
than monthly) direct the Trustee to distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefor in the Collateral Fund,
equal to the amount by which the balance of the Collateral Fund, after giving
effect to all other distributions to be made from the Collateral Fund on such
date, exceeds the Required Collateral Fund Balance. Any amounts so distributed
shall be released from the lien and security interest of this Agreement.

     Section 3.03. Grant of Security Interest. In order to secure the
obligations of the Purchaser hereunder to the Company and the Trustee for the
benefit of Certificateholders (other than its obligations under Section 4.10),
the Purchaser hereby grants to the Company and to the Trustee for the benefit of
the Certificateholders a security interest in and lien on all of the Purchaser's
right, title and interest, whether now owned or hereafter acquired, in and to:
(1) the Collateral Fund, (2) all amounts deposited in the Collateral Fund and
Collateral Fund Permitted Investments in which such amounts are invested (and
the distributions and proceeds of such investments) and (3) all cash and
non-cash proceeds of any of the foregoing, including proceeds of the voluntary
or involuntary conversion thereof (all of the foregoing collectively, the
"Collateral").

     The Purchaser acknowledges the lien on and security interest in the
Collateral for the benefit of the Company and the Trustee on behalf of the
Certificateholders. The Purchaser shall take all actions requested by the
Company or the Trustee as may be reasonably necessary to perfect the security
interest created under this Agreement in the Collateral and cause it to be prior
to all other security interests and liens, including the execution and delivery
to the Company or at its direction the Trustee for filing of appropriate
financing statements in accordance with applicable law.

     Section 3.04. Collateral Shortfalls. In the event that amounts on deposit
in the Collateral Fund at any time are insufficient to cover any withdrawals
therefrom that the Company or the Trustee is then entitled to make hereunder,
the Purchaser shall be obligated to pay such amounts to the Company or the
Trustee immediately upon demand. Such obligation shall constitute a general
corporate obligation of the Purchaser. The failure to pay such amounts within
two Business Days of such demand (except for amounts to cover interest on a
Mortgage Loan pursuant to Sections 2.02(d) and 2.03(b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.

                                   ARTICLE IV

                            MISCELLANEOUS PROVISIONS

     Section 4.01. Amendment. This Agreement may be amended from time to time by
the Company and the Purchaser by written agreement signed by the Company and the
Purchaser provided that no such amendment shall have a material adverse effect
on the holders of other Classes of Certificates.

     Section 4.02. Counterparts. This Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.

     Section 4.03. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.

     Section 4.04. Notices. All demands, notices and direction hereunder shall
be in writing or by telecopy and shall be deemed effective upon receipt to:

     (a) in the case of the Company, with respect to notices pursuant to
Sections 2.02 and 2.03 hereto,

                  GE Capital Mortgage Services, Inc.
                  4680 Hallmark Parkway
                  San Bernardino, California  92407
                  Attention:  Ken Scheller
                  Telephone:  (909) 880-4608
                  Facsimile:  (909) 473-2273

     with respect to all other notices pursuant to this Agreement,

                  GE Capital Mortgage Services, Inc.
                  Three Executive Campus
                  Cherry Hill, New Jersey  08002
                  Attention:  General Counsel
                  Telephone:  (609) 661-6515
                  Facsimile:  (609) 661-6875

     or such other address as may hereafter be furnished in writing by the
Company, or

     (b) in the case of the Purchaser, with respect to notices pursuant to
Section 2.01,
                  ________________________________
                  ________________________________
                  ________________________________
                  Attention:______________________
                  Telephone:______________________
                  Facsimile:______________________

     with respect to all other notices pursuant to this Agreement,

                  ________________________________
                  ________________________________
                  ________________________________
                  Attention:______________________
                  Telephone:______________________
                  Facsimile:______________________

     or such other address as may hereafter be furnished in writing by the
Purchaser, or

     (c) in the case of the Trustee,

                  State Street Bank and Trust Company
                  Corporate Trust Department
                  8th Floor
                  225 Franklin Street
                  Boston, Massachusetts  02110
                  Attention:  Karen Beard
                  Telephone:  (617) 664-5465
                  Facsimile:  (617) 664-5167

     Section 4.05. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever, including regulatory, held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement.

     Section 4.06. Successor and Assigns. The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and the
respective successors and assigns of the parties hereto; provided, however, that
the rights under this Agreement cannot be assigned by the Purchaser without the
consent of the Company.

     Section 4.07. Article and Section Headings. The article and section
headings herein are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.

     Section 4.08. Third Party Beneficiaries. The Trustee on behalf of
Certificateholders is the intended third party beneficiary of this Agreement.

     Section 4.09. Confidentiality. The Purchaser agrees that all information
supplied by or on behalf of the Company pursuant to Section 2.01 or 2.02,
including individual account information, is the property of the Company and the
Purchaser agrees to use such information solely for the purposes set forth in
this Agreement and to hold such information confidential and not to disclose
such information.

     Section 4.10. Indemnification. The Purchaser agrees to indemnify and hold
harmless the Company against any and all losses, claims, damages or liabilities
to which it may be subject, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
actions taken by the Company in accordance with the provisions of this Agreement
and which actions conflict or are alleged to conflict with the Company's
obligations under the Pooling and Servicing Agreement. The Purchaser hereby
agrees to reimburse the Company on demand for the reasonable legal or other
expenses incurred by it in connection with investigating or defending any such
loss, claim, damage, liability or action.

     [Section 4.11. Delayed Effectiveness. The Purchaser agrees that,
notwithstanding any other provision of this Agreement, the Purchaser shall have
no rights hereunder, and the Company shall have no obligations hereunder, until
the Class Certificate Principal Balance of the Class B5 Certificates has been
reduced to zero and any Special Servicing and Collateral Fund Agreement between
the Company and the Purchaser relating to such Class B5 Certificates has been
terminated.]



<PAGE>


     IN WITNESS WHEREOF, the Company and the Purchaser have caused their names
to be signed hereto by their respective officers thereunto duly authorized, all
as of the day and year first above written.

                                  GE CAPITAL MORTGAGE SERVICES, INC.



                                  By:________________________________
                                     Name:
                                     Title:


                                  [PURCHASER]



                                  By:________________________________
                                     Name:
                                     Title:

Acknowledged and agreed to:

STATE STREET BANK AND TRUST COMPANY



By:___________________________________
   Name:
   Title:


<PAGE>



                                    EXHIBIT L

                    FORM OF LOST NOTE AFFIDAVIT AND AGREEMENT

     I, _________________________________________, being duly sworn, do hereby
state under oath that:

     1. I am a duly elected ______________________ of GE Capital Mortgage
Services, Inc. (the "Company") and am duly authorized to make this affidavit.

     2. This affidavit is being delivered in connection with the transfer of the
Mortgage Loan described in Paragraph 3 hereof by the Company pursuant to the
Pooling and Servicing Agreement dated as of [date] between the Company, Seller
and Servicer, and State Street Bank and Trust Company, Trustee, relating to the
Company's REMIC Mortgage Pass-Through Certificates, Series [____] ("Agreement").
Such Mortgage Loan constitutes a Designated Loan.

     3. The Company is the payee under the following described Mortgage Note
("Mortgage Note") which evidences the obligation of the borrower(s) to repay the
Mortgage Loan:

         Loan Number: ___________________________________
         Mortgage Note Date:_____________________________
         Borrower(s): ___________________________________
         Original Payee (if not the Company): ___________
         Original Amount:________________________________
         Mortgage Rate: _________________________________
         Address of Mortgaged Property: _________________
         ________________________________________________

     4. The Company is the lawful owner of the Mortgage Note and has not
cancelled, altered, assigned or hypothecated the Mortgage Note.

     5. A thorough and diligent search for the executed original Mortgage Note
was undertaken and was unsuccessful.

     6. Attached hereto is a true and correct copy of the Mortgage Note.

     7. The Mortgage Note has not been endorsed by the Company in any manner
inconsistent with its transfer of the Mortgage Loan under the Agreement.

     8. Without limiting the generality of the rights and remedies of the
Trustee contained in the Agreement, the Company hereby confirms and agrees that
in the event the inability to produce the executed original Mortgage Note
results in a breach of the representations and warranties appearing in Agreement
subsections 2.03(a)(ii) (the validity and enforceability of the lien created by
the Mortgage Loan) or (x) (no valid offset, defense or counterclaim to any
Mortgage Note or Mortgage), the Company shall repurchase the Mortgage Loan at
the Purchase Price and otherwise in accordance with Section 2.03(b) of the
Agreement. In addition, the Company covenants and agrees to indemnify the
Trustee and the Trust Fund from and hold them harmless against any and all
losses, liabilities, damages, claims or expenses (other than those resulting
from negligence or bad faith of the Trustee) arising from the Company's failure
to have delivered the Mortgage Note to the Trustee, including without limitation
any such losses, liabilities, damages, claims or expenses arising from any
action to enforce the indebtedness evidenced by the Mortgage Note or any claim
by any third party who is the holder of such indebtedness by virtue of
possession of the Mortgage Note.

     9. In the event that the Company locates the executed original Mortgage
Note, it shall promptly provide the Mortgage Note to the Trustee.

     10. Capitalized terms not otherwise defined herein shall have the meanings
given them in the Agreement.


Date: _______________________

                                        ______________________________
                                        (signature)

                                        ______________________________
                                        (print name)

                                        ______________________________
                                        (print title)



<PAGE>



State of New Jersey     )
                        )ss:
                        )


     On this ____________________day of ___________________, 199__, before me
appeared ____________________________, to me personally known, who acknowledged
the execution of the foregoing and who, having been duly sworn states that
he/she is a/the ______________________________of GE Capital Mortgage Services,
Inc., that any representations therein contained are true, that this Lost Note
Affidavit was signed and sealed on behalf of GE Capital Mortgage Services, Inc.
and that this Lost Note Affidavit is the free act and deed of GE Capital
Mortgage Services, Inc.

                                 _________________________________
                                 (Notary Public)


[Notarial Seal]


<PAGE>



                                    EXHIBIT M

                          SCHEDULE OF DESIGNATED LOANS


                                      NONE

<PAGE>



                                    EXHIBIT N

                    SCHEDULE OF PLEDGED ASSET MORTGAGE LOANS


                                      NONE



<PAGE>
                                    EXHIBIT O

                           SENIOR PRINCIPAL PRIORITIES

third, to the classes of senior certificates entitled to principal
distributions, in reduction of the aggregate class certificate principal
balances (the "Class Certificate Principal Balances") thereof, to the extent of
remaining Available Funds, concurrently as follows:

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

          (a) to the Class R Certificate, until the Class Certificate Principal
     Balance thereof has been reduced to zero; and

          (b) to the Class A Certificates, until the Class Certificate Principal
     Balance thereof has been reduced to zero; and

     (2) to the Class PO Certificates, the Class PO Principal Distribution
Amount for such Distribution Date, until the Class Certificate Principal Balance
thereof has been reduced to zero;





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