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) February 25, 1999
GE CAPITAL MORTGAGE SERVICES, INC.
(as Seller and Servicer under the Pooling and
Servicing Agreement, dated as of February 1, 1999,
providing for the issuance of REMIC Multi-Class
Pass-Through Certificates, Series 1999-4)
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 February 25, 1999, GE Capital Mortgage Services, Inc. ("GECMSI") offered to
investors certain classes of its REMIC Multi-Class Pass-Through Certificates,
Series 1999-4 (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 1999-4") 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
February 25, 1999 as supplemented by the Prospectus Supplement dated February
25, 1999.
The original principal balance of each Class of the Certificates is as follows:
Class A1 $110,349,000.00
Class A2 $31,749,000.00
Class A3 $56,600,000.00
Class A4 $22,000,000.00
Class R $100.00
Class M $1,692,000.00
Class B1 $564,000.00
Class B2 $564,000.00
Class B3 $1,015,200.00
Class B4 $338,400.00
Class B5 $338,662.92
Total : $225,210,362.92
The initial Junior Percentage and initial Senior Percentage for Pool 1999-4 are
approximately 2.00% and 98.00%, respectively. The "Bankruptcy Loss Amount," the
"Fraud Loss Amount" and the "Special Hazard Loss Amount" for Pool 1999-4 as of
the initial issuance of the Certificates are $100,000.00, $2,256,039.00 and
$4,095,254.00, respectively, representing approximately .04%, 1.00%, and 1.82%,
respectively, of the aggregate Scheduled Principal Balances of the Mortgage
Loans as of February 1, 1999 (the "Cut-off Date").
Description of the Mortgage Pool and the Mortgaged Properties
Pool 1999-4
Pool 1999-4 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 $225,603,901.42.
The interest rates (the "Mortgage Rates") borne by the 691 Mortgage Loans
conveyed by GECMSI to Pool 1999-4 range from 6.0000% to 8.7500% and the
weighted average Mortgage Rate as of the Cut-off Date is 6.8795% 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 1999-4 ranged from $18,900.00 to
$1,300,000.00, and, as of the Cut-off Date, the average outstanding Scheduled
Principal Balance of the Mortgage Loans in Pool 1999-4 is $326,489.00, 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 1999-4 is June 1995, and the latest scheduled
maturity date of any such Mortgage Loan is February 2014. The weighted average
loan-to-value ratio of the Mortgage Loans as of the Cut-off Date in Pool 1999-4
is 64.9835%.
<PAGE>
The Mortgage Loans in Pool 1999-4 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 1999-4:
MORTGAGE # OF LOANS AGGREGATE BALANCES % OF POOL BY
RATES AS OF CUT-OFF DATE AGGREGATE BALANCE
6.0000% 4 $1,056,586.72 0.4683%
6.1250% 2 $931,601.39 0.4129%
6.2500% 12 $3,470,653.02 1.5384%
6.3750% 27 $8,067,903.44 3.5761%
6.5000% 58 $18,730,786.59 8.3025%
6.6250% 60 $20,176,817.56 8.9435%
6.7500% 123 $41,844,546.00 18.5478%
6.8750% 139 $46,246,954.31 20.4992%
7.0000% 106 $35,630,701.41 15.7935%
7.1250% 53 $18,161,997.47 8.0504%
7.2500% 48 $15,466,156.46 6.8554%
7.3750% 27 $9,062,738.38 4.0171%
7.5000% 7 $1,769,788.25 0.7845%
7.6250% 3 $385,485.45 0.1709%
7.7500% 9 $1,387,063.76 0.6148%
7.8750% 4 $337,346.00 0.1495%
8.0000% 3 $678,761.12 0.3009%
8.1250% 1 $805,244.77 0.3569%
8.2500% 1 $86,400.00 0.0383%
8.3750% 3 $1,225,629.37 0.5433%
8.7500% 1 $80,739.95 0.0358%
Total 691 $225,603,910.42 100.0000%
<PAGE>
b) The following table sets forth information, as of the Cut-off Date, with
respect to the original principal balances of the Mortgage Loans in Pool
1999-4 :
ORIGINAL # OF LOANS AGGREGATE BALANCES % OF POOL BY
BALANCES AS OF CUT-OFF DATE AGGREGATE BAL.
$0 - 227,150 96 $11,606,496.41 5.1446%
$227,151 - 250,000 54 $12,969,933.98 5.7490%
$250,001 - 300,000 193 $53,475,308.87 23.7032%
$300,001 - 350,000 134 $43,005,339.55 19.0623%
$350,001 - 400,000 80 $29,914,650.42 13.2598%
$400,001 - 450,000 39 $16,536,953.74 7.3301%
$450,001 - 600,000 54 $27,154,808.38 12.0365%
$600,001 - 650,000 19 $12,062,733.51 5.3469%
$650,001 - 1,000,000 + 22 $18,877,676.56 8.3676%
Total 691 $225,603,901.42 100.0000%
The largest outstanding Scheduled Principal Balance of any Mortgage Loan, as of
the Cut-off Date, in Pool 1999-4 is $1,291,593.76.
The smallest outstanding Scheduled Principal Balance of any Mortgage Loan, as of
the Cut-off Date, in Pool 1999-4 is $18,789.18.
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 1999-4:
YEAR OF ORIGINATION # OF LOANS AGGREGATE BALANCES % OF POOL BY
AS OF CUT-OFF DATE AGGREGATE BALANCE
1995 1 $237,224.33 0.1052%
1996 2 $1,030,328.68 0.4567%
1997 5 $1,474,947.89 0.6538%
1998 613 $202,591,800.52 89.7998%
1999 70 $20,269,600.00 8.9846%
Total 691 $225,603,901.42 100.0000%
<PAGE>
d) The following table sets forth information, as of the Cut-off Date, with
respect to the loan-to-value ratios of the Mortgage Loans at origination in
Pool 1999-4:
LOAN-TO-VALUE
RATIO AT ORIGINATION # OF LOANS AGGREGATE BALANCES % OF POOL BY
AS OF CUT-OFF DATE AGGREGATE BALANCE
00.000 - 50.00 101 $35,582,917.28 15.7723%
50.001 - 60.00 105 $37,169,867.11 16.4757%
60.001 - 70.00 165 $54,427,198.20 24.1252%
70.001 - 75.00 118 $38,115,594.04 16.8949%
75.001 - 80.00 162 $50,578,091.67 22.4190%
80.001 - 85.00 9 $2,662,011.60 1.1799%
85.001 - 90.00 25 $5,741,825.87 2.5451%
90.001 - 95.00 6 $1,326,395.65 0.5879%
Total 691 $225,603,901.42 100.0000%
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 1999-4:
TYPE OF DWELLING # OF LOANS AGGREGATE BALANCES % OF POOL BY
AS OF CUT-OFF DATE AGGREGATE BALANCE
Single-family detached 643 $214,285,677.19 94.9831%
Single-family attached 7 $1,974,932.10 0.8754%
Condominium 29 $7,151,996.95 3.1702%
2 - 4 Family Units 12 $2,191,295.18 0.9713%
Total 691 $225,603,901.42 100.0000%
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
1999-4:
# OF LOANS AGGREGATE BALANCES % OF POOL BY
OCCUPANCY AS OF CUT-OFF DATE AGGREGATE BALANCE
Owner Occupied 647 $214,981,356.60 95.2916%
Vacation 24 $8,195,842.35 3.6328%
Investment 20 $2,426,702.47 1.0756%
Total 691 $225,603,901.42 100.0000%
<PAGE>
g) The following table sets forth information, as of the Cut-off Date, with
respect to the geographic distribution of the Mortgaged Properties securing
the Mortgage Loans in Pool 1999-4:
STATE # OF LOANS AGGREGATE BALANCES % OF POOL BY
AS OF CUT-OFF DATE AGGREGATE BALANCE
Alabama 1 $235,672.24 0.1045%
Arizona 16 $3,953,021.15 1.7522%
Arkansas 1 $249,548.85 0.1106%
California 257 $87,647,132.78 38.8500%
Colorado 16 $5,770,629.32 2.5579%
Connecticut 5 $2,979,101.29 1.3205%
Delaware 1 $367,607.45 0.1629%
District Of Columbia 3 $1,038,944.77 0.4605%
Florida 58 $18,514,432.78 8.2066%
Georgia 47 $14,677,478.74 6.5059%
Hawaii 1 $51,695.12 0.0229%
Idaho 1 $262,161.19 0.1162%
Illinois 16 $5,612,287.59 2.4877%
Indiana 4 $1,329,515.24 0.5893%
Iowa 1 $289,396.94 0.1283%
Kansas 1 $374,707.99 0.1661%
Kentucky 4 $1,355,065.93 0.6006%
Louisiana 2 $81,676.34 0.0362%
Maryland 10 $3,269,664.14 1.4493%
Massachusetts 36 $12,330,821.03 5.4657%
Michigan 11 $3,545,354.39 1.5715%
Minnesota 11 $3,469,504.66 1.5379%
Missouri 5 $1,713,128.16 0.7594%
Montana 1 $49,251.78 0.0218%
Nebraska 2 $867,730.03 0.3846%
Nevada 3 $1,091,690.97 0.4839%
New Hampshire 4 $1,023,790.17 0.4538%
New Jersey 26 $8,818,021.65 3.9086%
New Mexico 2 $267,081.32 0.1184%
New York 29 $8,968,787.66 3.9755%
North Carolina 15 $4,679,350.75 2.0741%
Ohio 2 $332,728.56 0.1475%
Oregon 7 $2,420,121.27 1.0727%
Pennsylvania 12 $3,543,979.69 1.5709%
Rhode Island 1 $393,657.19 0.1745%
South Carolina 5 $1,526,368.79 0.6766%
Tennessee 11 $3,519,013.54 1.5598%
Texas 19 $4,777,850.57 2.1178%
Utah 6 $1,389,065.30 0.6157%
Vermont 2 $844,463.00 0.3743%
Virginia 15 $5,772,206.60 2.5586%
Washington 10 $2,664,599.91 1.1811%
West Virginia 1 $227,261.10 0.1007%
Wisconsin 10 $3,308,333.48 1.4664%
Total 691 $225,603,901.42 100.0000
<PAGE>
h) The following table sets forth information, as of the Cut-off Date, with
respect to the maturity dates of the Mortgage Loans in Pool 1999-4:
YEAR OF MATURITY # OF LOANS AGGREGATE BALANCES % OF POOL BY
AS OF CUT-OFF DATE AGGREGATE BALANCE
2008 7 $1,932,557.76 0.8566%
2009 6 $1,711,038.13 0.7584%
2011 3 $1,751,218.65 0.7762%
2012 6 $1,628,819.29 0.7220%
2013 401 $128,854,776.33 57.1155%
2014 268 $89,725,491.26 39.7713%
Total 691 $225,603,901.42 100.0000%
The weighted average scheduled remaining term to maturity of the Mortgage Loans
in Pool 1999-4 calculated as of the Cut-off Date is 176.22 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 1999-4:
# OF LOANS AGGREGATE BALANCES % OF POOL BY
PURPOSE OF LOAN AS OF CUT-OFF DATE AGGREGATE BALANCE
Purchase 111 $34,652,328.45 15.3598%
Rate Term/Refinance 448 $147,628,265.37 65.4369%
Cash-out Refinance 132 $43,323,307.60 19.2033%
Total 691 $225,603,901.42 100.0000%
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
1.1 The Underwriting Agreement, dated as of May 22, 1996, and the related Terms
Agreement, dated as of May 22, 1996, for certain of the Series 1999-4
Certificates between GE Capital Mortgage Services, Inc. and Lehman Brothers
Inc.
1.2 The Underwriting Agreement, dated as of September 21, 1995, and the related
Terms Agreement, dated as of April 25, 1994, for certain of the Series
1999-4 Certificates between GE Capital Mortgage Services, Inc. and Bear,
Stearns & Co. Inc..
4.1 The Pooling and Servicing Agreement for the Series 1999-4 Certificates,
dated as of February 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 February 25, 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 February 25, 1999
<PAGE>
EXHIBIT INDEX
The exhibits are being filed herewith:
EXHIBIT NO. DESCRIPTION PAGE
1.1 The Underwriting Agreement, dated as
of May 22, 1996, and the related Terms
Agreement, dated as of May 22, 1996,
for certain of the Series 1999-4
Certificates between GE Capital
Mortgage Services, Inc. and Lehman
Brothers Inc..
1.2 The Underwriting Agreement, dated as
of September 21, 1995, and the related
Terms Agreement, dated as of April 25,
1994, for certain of the Series 1999-4
Certificates between GE Capital
Mortgage Services, Inc. and Bear,
Stearns & Co. Inc..
4.1 The Pooling and Servicing Agreement
for the Series 1999-4 Certificates,
dated as of February 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
Lehman Brothers Inc. New York, New York
American Express Tower May 22, 1996
Three World Financial Center
New York, New York 10285
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").
The parties hereto agree that settlement for all securities sold
pursuant to this Agreement and the applicable Terms Agreement shall take
place on the settlement date agreed upon at the time of the related
transaction and set forth as the "Closing Date" in such Terms Agreement and
not as set forth in Rule 15c6-1(a) of the Exchange Act.
3. Delivery and Payment. Delivery of and payment for the Offered
Certificates of a Series shall be made at the offices of Cleary, Gottlieb,
Steen & Hamilton, New York, New York, at 10:00 A.M., New York City time, on
the Closing Date specified in the related Terms Agreement, which date and
time may be postponed by agreement between the Underwriter and the Company
(such date and time being herein called the "Closing Date"). Delivery of
such Offered Certificates shall be made to the Underwriter against payment
by the Underwriter of the Purchase Price thereof to or upon the order of
the Company by wire transfer in federal or other immediately available
funds or by check payable in federal funds, as the Company shall specify no
later than five full business days prior to such Closing Date. Unless
delivery is made through the facilities of The Depository Trust Company,
the Offered Certificates shall be registered in such names and in such
authorized denominations as the Underwriter may request not less than two
full business days in advance of each Closing Date.
The Company agrees to notify the Underwriter at least two business
days before each Closing Date of the exact principal balance evidenced by
the Offered Certificates and to have such Offered Certificates available
for inspection, checking and packaging in New York, New York, no later than
12:00 noon on the business day prior to such Closing Date.
4. Offering by the Underwriter. It is understood that the Underwriter
proposes to offer the Offered Certificates of the related Series for sale
to the public as set forth in the related Prospectus.
5. Agreements. The Company agrees with the Underwriter that:
(a) The Company will cause the Prospectus as supplemented by a
Prospectus Supplement relating to the Offered Certificates to be filed
pursuant to Rule 424 under the Act and will promptly advise the
Underwriter when such Prospectus as so supplemented has been so filed,
and prior to the termination of the Certificate Offering to which such
Prospectus relates also will promptly advise the Underwriter (i) when
any amendment to the related Registration Statement specifically
relating to such Offered Certificates shall have become effective or
any further supplement to such Prospectus has been filed, (ii) of any
request by the Commission for any amendment of such Registration
Statement or Prospectus or for any additional information, (iii) of
the issuance by the Commission of any stop order suspending the
effectiveness of such Registration Statement or the institution or
threatening of any proceeding for that purpose and (iv) of the receipt
by the Company of any written notification with respect to the
suspension of the qualification of such Offered Certificates for sale
in any jurisdiction or the initiation or threatening of any proceeding
for such purpose. The Company will not file any amendment of the
related Registration Statement or supplement to the related Prospectus
(other than any amendment or supplement specifically relating to one
or more Series of pass-through certificates other than the Series that
includes the related Offered Certificates) unless the Company has
furnished the Underwriter with a copy for its review prior to filing.
The Company will use its best efforts to prevent the issuance of any
such stop order and, if issued, to obtain as soon as possible the
withdrawal thereof.
(b) The Company will cause any Computational Materials and any
Structural Term Sheets (each as defined in Section 8 below) with
respect to the Offered Certificates of a Series that are delivered by
the Underwriter to the Company pursuant to Section 8 to be filed with
the Commission on a Current Report on Form 8-K (each such filing of
such materials, a "Current Report") pursuant to Rule 13a- 11 under the
Exchange Act on the business day immediately following the later of
(i) the day on which such Computational Materials and Structural Term
Sheets are delivered to counsel for the Company by the Underwriter
prior to 10:30 a.m. and (ii) the date on which this Agreement is
executed and delivered. The Company will cause one Collateral Term
Sheet (as defined in Section 9 below) with respect to the Offered
Certificates of a Series that is delivered by the Underwriter to the
Company in accordance with the provisions of Section 9 to be filed
with the Commission on a Current Report pursuant to Rule 13a-11 under
the Exchange Act on the business day immediately following the day on
which such Collateral Term Sheet is delivered to counsel for the
Company by the Underwriter prior to 10:30 a.m. In addition, if at any
time prior to the availability of the related Prospectus Supplement
the Underwriter has delivered to any prospective investor a Collateral
Term Sheet that reflects, in the reasonable judgment of the
Underwriter and the Company, a material change in the characteristics
of the Mortgage Loans for the related Series from those on which a
Collateral Term Sheet with respect to the related Series previously
filed with the Commission was based, the Company will cause any such
Collateral Term Sheet that is delivered by the Underwriter to the
Company in accordance with the provisions of Section 9 to be filed
with the Commission on a Current Report on the business day
immediately following the day on which such Collateral Term Sheet is
delivered to counsel for the Company by the Underwriter prior to 10:30
a.m. In each case, the Company will promptly advise the Underwriter
when such Current Report has been so filed. Each such Current Report
shall be incorporated by reference in the related Prospectus and the
related Registration Statement. Notwithstanding the five preceding
sentences, the Company shall have no obligation to file any materials
provided by the Underwriter pursuant to Sections 8 and 9 which, in the
reasonable determination of the Company after making reasonable
efforts to consult with the Underwriter, are not required to be filed
pursuant to the Kidder Letters or the PSA Letter (each as defined in
Section 8 below), or which contain erroneous information or contain
any untrue statement of a material fact or, when read in conjunction
with the Prospectus and Prospectus Supplement, omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; it being understood, however, that
the Company shall have no obligation to review or pass upon the
accuracy or adequacy of, or to correct, any Computational Materials,
Structural Term Sheets or Collateral Term Sheets provided by the
Underwriter to the Company pursuant to Section 8 or Section 9 hereof.
(c) If, at any time when a prospectus relating to the Offered
Certificates of a Series is required to be delivered under the Act,
any event occurs as a result of which the related Prospectus as then
amended or supplemented would include any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein in light of the circumstances under which they were
made not misleading, or if it shall be necessary at any time to amend
or supplement the related Prospectus to comply with the Act or the
rules thereunder, the Company promptly will prepare and file with the
Commission, subject to paragraph (a) of this Section 5, an amendment
or supplement which will correct such statement or omission or an
amendment which will effect such compliance; provided, however, that
the Company will not be required to file any such amendment or
supplement with respect to any Computational Materials, Structural
Term Sheets or Collateral Term Sheets incorporated by reference in the
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 LLP with respect to its letters
furnished pursuant to Section 6(i) of this Agreement and any letter
furnished pursuant to the last sentence of Section 6(h) hereof, the
fees of any firm of public accountants selected by the Underwriter
with respect to their letter furnished pursuant to Section 8(c) of
this Agreement, any other costs and expenses specified in the related
Terms Agreement as "Additional Expenses", and all expenses (e.g.,
shipping, postage and courier costs) associated with the delivery of
the related Prospectus to prospective investors and investors, other
than the costs of delivery to the Underwriter's facilities, provided,
that if courier services (other than overnight delivery services
utilized in the ordinary course of business) are required to ensure
that such Prospectus is delivered to investors on the day immediately
preceding the related Closing Date, the Company will pay such courier
expenses).
6. Conditions to the Obligations of the Underwriter. The obligations
of the Underwriter to purchase the Offered Certificates of any Series shall
be subject to the accuracy in all material respects of the representations
and warranties on the part of the Company contained in this Agreement, as
supplemented by the related Terms Agreement, as of the respective dates
thereof and the related Closing Date, to the accuracy of the statements of
the Company made in any applicable officers' certificates pursuant to the
provisions hereof, to the performance by the Company of its obligations
under this Agreement and such Terms Agreement and to the following
additional conditions applicable to the related Certificate Offering:
(a) No stop order suspending the effectiveness of the related
Registration Statement shall have been issued and no proceedings for
that purpose shall have been instituted or threatened.
(b) Cleary, Gottlieb, Steen & Hamilton, counsel for the Company,
shall have furnished to the Underwriter an opinion, dated the related
Closing Date, to the effect that:
(i) this Agreement and the related Terms Agreement have been
duly executed and delivered by the Company under the law of the
State of New York;
(ii) the related Pooling and Servicing Agreement has been
duly executed and delivered by the Company under the law of the
State of New York and is a legal, valid and binding agreement of
the Company enforceable against the Company in accordance with
its terms;
(iii) the Offered Certificates, when duly executed and
countersigned by the Trustee in accordance with the related
Pooling and Servicing Agreement, will be validly issued and
outstanding and entitled to the benefits of such Pooling and
Servicing Agreement;
(iv) the related Pooling and Servicing Agreement is not
required to be qualified under the Trust Indenture Act of 1939,
as amended, and the trust created thereunder is not required to
be registered under the Investment Company Act of 1940, as
amended;
(v) such counsel confirms that (based solely upon telephone
confirmation from a representative of the Commission) the related
Registration Statement is effective under the Act and, to the
best of such counsel's knowledge, no stop order with respect
thereto has been issued, and no proceeding for that purpose has
been instituted or threatened by the Commission; such
Registration Statement (except the financial statements and
schedules and other financial and statistical data included
therein and the documents incorporated by reference therein, as
to which such counsel need express no view), at the time it
became effective and the related Prospectus (except the financial
statements and schedules and the other financial and statistical
data included therein, the documents incorporated by reference
therein and the information included in the second sentence of
the antepenultimate paragraph, the first sentence of the
penultimate paragraph, and the last paragraph of the cover page
of such Prospectus Supplement and in the second and fourth
sentences of the first paragraph under the heading "Plan of
Distribution" therein, as to which such counsel need express no
view), as of the date of the Prospectus Supplement appeared on
their face to be appropriately responsive in all material
respects to the requirements of the Act and the rules and
regulations thereunder; and no information has come to the
attention of such counsel that causes it to believe that (A) such
Registration Statement (except the financial statements and
schedules and the other financial and statistical data included
therein and the documents incorporated by reference therein, as
to which such counsel need express no view) at the time it became
effective, contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading or (B)
such Prospectus or any amendment or supplement thereto (except
the financial statements and schedules and the other financial
and statistical data included therein, the documents incorporated
by reference therein and the information included in the second
sentence of the antepenultimate paragraph, the first sentence of
the penultimate paragraph, and the last paragraph of the cover
page of such Prospectus Supplement and in the second and fourth
sentences of the first paragraph under the heading "Plan of
Distribution" therein, as to which such counsel need express no
view), as of the date of the Prospectus Supplement, or at the
related Closing Date, contained or contains an untrue statement
of a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading;
(vi) the statements set forth under the heading "Description
of the Certificates" in the related Prospectus, insofar as such
statements purport to summarize certain provisions of the related
Pooling and Servicing Agreement and the related Offered
Certificates, provide a fair summary of such provisions;
(vii) the statements set forth in the related Prospectus
under the headings "Certain Legal Aspects of the Mortgage Loans
and Contracts -- The Mortgage Loans", "Certain Federal Income Tax
Consequences" (insofar as they relate specifically to the
purchase, ownership and disposition of the related Offered
Certificates) and "ERISA Considerations" (insofar as they relate
specifically to the purchase, ownership and disposition of such
Offered Certificates), to the extent that they constitute matters
of law or legal conclusions, provide a fair summary of such law
or conclusions;
(viii) assuming compliance with all provisions of the
related Pooling and Servicing Agreement, for federal income tax
purposes, (A) if any election is made to treat the assets of the
Trust Fund as a REMIC: the related Trust Fund (and any specified
subgrouping therein) will qualify as a REMIC pursuant to Section
860D of the Internal Revenue Code of 1986, as amended (the
"Code"), each Class of Certificates of the related Series, other
than the related Residual Class or Classes, will constitute a
class of "regular interests" in the related REMIC within the
meaning of the Code, and each Class of such Certificates
specified in the related Prospectus as a Class of Residual
Certificates will constitute the "residual interest" in the
related REMIC within the meaning of the Code; (B) if no such
REMIC election is made: the Trust Fund will be treated as a
"grantor trust"; and
(ix) assuming that some or all of the Offered Certificates
of the related Series shall be rated at the time of issuance in
one of the two highest rating categories by a nationally
recognized statistical rating organization, each Offered
Certificate so rated will be at the time of issuance, a "mortgage
related security" as such term is defined in Section 3(a)(41) of
the Exchange Act.
Such opinion may express its reliance as to factual matters on the
representations and warranties made by, and on certificates or other
documents furnished by, officers of the parties to this Agreement, the
related Terms Agreement or the related Pooling and Servicing
Agreement. Such opinion may assume the due authorization, execution
and delivery of the instruments and documents referred to therein by
the parties thereto other than the Company. Such opinion may be
qualified, insofar as it concerns the enforceability of the documents
referred to therein, to the extent that such enforceability may be
limited by bankruptcy, insolvency, reorganization or other similar
laws affecting the enforcement of creditors' rights in general and by
general equity principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law). Such opinion may be
further qualified as expressing no opinion as to (x) the statements in
the related Prospectus under the heading "Certain Legal Aspects of the
Mortgage Loans and Contracts -- The Mortgage Loans" except insofar as
such statements relate to the laws of the State of New York and the
laws of the United States, and (y) the statements in such Prospectus
under the headings "ERISA Considerations" and "Certain Federal Income
Tax Consequences" except insofar as such statements relate to the laws
of the United States. In addition, such opinion may be qualified as an
opinion only on the law of the State of New York and the federal law
of the United States of America.
(c) The General Counsel for the Company shall have furnished to
the Underwriter an opinion, dated the related Closing Date, to the
effect that:
(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 LLP shall have furnished to the Underwriter
a letter, dated as of the date of the related Terms Agreement, in form
and substance satisfactory to the Underwriter, stating in effect that
they have performed certain specified procedures as a result of which
they have determined that such information as the Underwriter may
reasonably request of an accounting, financial or statistical nature
(which is limited to accounting, financial or statistical information
derived from the general accounting records of the Company) set forth
in the related Prospectus Supplement under the caption "Delinquency
and Foreclosure Experience of the Company" agrees with the accounting
records of the Company, excluding any questions of legal
interpretation.
(h) KPMG Peat Marwick LLP shall have furnished to the Underwriter
a letter, dated as of the related Closing Date, in form and substance
satisfactory to the Underwriter, stating in effect that they have
performed certain specified procedures as a result of which they have
determined that such information as the Underwriter may reasonably
request of an accounting, financial or statistical nature (which is
limited to accounting, financial or statistical information derived
from the general accounting records of the Company and which is
obtained from an analysis of a sample of the Mortgage Loans included
in the related pool) set forth in the related Prospectus Supplement
under the caption "Description of the Mortgage Pool and the Mortgaged
Proper- ties" 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 LLP shall have furnished to the Underwriter
and the Company a letter or letters, dated as of the date of the
related Terms Agreement, in form and substance satisfactory to the
Underwriter and the Company, including, without limitation,
statements, if applicable, to the effect that:
(i) based upon the assumptions and methodology set forth in
the related Prospectus, all of which shall be described by
reference in such letter, they recomputed the percentages of
initial principal balance outstanding as of each of the
Distribution Dates (as defined in such Prospectus) indicated and
the weighted average lives of each Class of Offered Certificates
at each of the indicated percentages of the applicable Prepayment
Assumption, and they compared the recomputed percentages and
weighted average lives to the corresponding percentages and
weighted average lives set forth in the related tables and found
them to be in agreement;
(ii) based upon the assumptions and methodology set forth in
such Prospectus, all of which shall be described by reference in
such letter, they have verified the mathematical accuracy of any
Scheduled Final Distribution Dates for the Offered Certificates,
PAC Balances, TAC Balances, Scheduled Balances, Maximum and
Minimum Scheduled Balances or any other scheduled balances set
forth in such Prospectus for each indicated Distribution Date,
and have verified the mathematical accuracy of any initial
Effective Ranges of any PAC Certificates, Scheduled Certificates
or other scheduled Certificates set forth in such Prospectus; and
(iii) based upon the assumptions and methodology set forth
in such Prospectus, all of which shall be described by reference
in such letter, they have verified the mathematical accuracy of
the pre-tax yields to maturity and, if applicable, aggregate cash
flows of any Class of Certificates for which such pre-tax yields
and, if applicable, aggregate cash flows are set forth in such
Prospectus at the indicated percentages of the Prepayment
Assumption and, if 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 or ABS Term Sheets (in
each case, as defined herein) in respect of which the Company agrees to
indemnify the Underwriter, as set forth below, when such are read in
conjunction with the related Prospectus and Prospectus Supplement) to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and agrees to reimburse each such
indemnified party for any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that (i) the Company will
not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein (A) in reliance upon and in conformity with written information
furnished to the Company as herein stated by or on behalf of the
Underwriter specifically for use in connection with the preparation thereof
or (B) in any Current Report or any amendment or supplement thereof, except
to the extent that any untrue statement or alleged untrue statement therein
or omission therefrom results (or is alleged to have resulted) directly
from an error (a "Mortgage Pool Error") in the information concerning the
characteristics of the Mortgage Loans furnished by the Company to the
Underwriter in writing or by electronic transmission that was used in the
preparation of either (x) any Computational Materials or ABS Term Sheets
(or amendments or supplements thereof) included in such Current Report (or
amendment or supplement thereof) or (y) any written or electronic materials
furnished to prospective investors on which the Computational Materials (or
amendments or supplements) were based, (ii) such indemnity with respect to
any Corrected Statement (as defined below) in such Prospectus (or
supplement thereto) shall not inure to the benefit of the Underwriter (or
any person controlling the Underwriter) from whom the person asserting any
loss, claim, damage or liability purchased the Certificates of the related
Series that are the subject thereof if such person did not receive a copy
of a supplement to such Prospectus at or prior to the confirmation of the
sale of such Certificates and the untrue statement or omission of a
material fact contained in such Prospectus (or supplement thereto) was
corrected (a "Corrected Statement") in such other supplement and such
supplement was furnished by the Company to the Underwriter prior to the
delivery of such confirmation, and (iii) such indemnity with respect to any
Mortgage Pool Error shall not inure to the benefit of the Underwriter (or
any person controlling the Underwriter) from whom the person asserting any
loss, claim, damage or liability received any Computational Materials (or
any written or electronic materials on which the Computational Materials
are based) or ABS Term Sheets that were prepared on the basis of such
Mortgage Pool Error, if, prior to the time of confirmation of the sale of
the applicable Certificates to such person, the Company notified the
Underwriter in writing of the Mortgage Pool Error or provided in written or
electronic form information superseding or correcting such Mortgage Pool
Error (in any such case, a "Corrected Mortgage Pool Error"), and the
Underwriter failed to notify such person thereof or to deliver to such
person corrected Computational Materials (or underlying written or
electronic materials) or ABS Term Sheets. This indemnity agreement will be
in addition to any liability which the Company may otherwise have.
(b) The Underwriter agrees to indemnify and hold harmless the
Company, each of its directors, each of its officers who signs the
Registration Statement relating to the Offered Certificates of the
applicable Series, and each person who controls the Company within the
meaning of the Act or the Exchange Act to the same extent as the
foregoing indemnities from the Company to the Underwriter, but only
with reference to (A) written information furnished to the Company by
or on behalf of the Underwriter specifically for use in the
preparation of the documents referred to in the foregoing indemnity
with respect to the related Series, or (B) any Computational Materials
or ABS Term Sheets (or amendments or supplements thereof) furnished to
the Company by the Underwriter pursuant to Section 8 or Section 9 and
incorporated by reference in such Registration Statement or the
related Prospectus or any amendment or supplement thereof (except that
no such indemnity shall be available for any losses, claims, damages
or liabilities, or actions in respect thereof, resulting from any
Mortgage Pool Error, other than a Corrected Mortgage Pool Error). This
indemnity agreement will be in 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 distributed to prospective investors on
which the Computational Materials are based, in such proportion
as is appropriate to reflect the relative fault of the Company on
the one hand and the Underwriter on the other in connection with
the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof) as
well as any other relevant equitable considerations. The relative
fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact in
such Computational Materials or ABS Term Sheets (or any
amendments or supplements thereof or such written or electronic
materials) results from information prepared by the Company on
the one hand or the Underwriter on the other and the parties'
relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.
Notwithstanding anything to the contrary in this Section 7(d), no
person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For
purposes of this Section 7, each person who controls the Underwriter
within the meaning of either the Act or the Exchange Act shall have
the same rights to contribution as the Underwriter, and each person
who controls the Company within the meaning of either the Act or the
Exchange Act, each officer of the Company who shall have signed the
Registration Statement and each director of the Company shall have the
same rights to contribution as the Company, subject in each case to
the immediately preceding sentence of this paragraph (d).
8. Computational Materials and Structural Term Sheets. (a) Not later
than 10:30 a.m., New York time, on the business day before the date on
which the Current Report relating to the Offered Certificates of a Series
is required to be filed by the Company with the Commission pursuant to
Section 5(b) hereof, the Underwriter shall deliver to the Company five
complete copies of all materials provided by the Underwriter to prospective
investors in such Offered Certificates that constitute (i) "Computational
Materials" within the meaning of the no-action letter dated May 20, 1994
issued by the Division of Corporation Finance of the Commission to Kidder,
Peabody Acceptance Corporation I, Kidder, Peabody & Co. Incorporated, and
Kidder Structured Asset Corporation and the no-action letter dated May 27,
1994 issued by the Division of Corporation Finance of the Commission to the
Public Securities Association (together, the "Kidder Letters"), the filing
of which material is a condition of the relief granted in such letter (such
materials being the "Computational Materials"), and (ii) "Structural Term
Sheets" within the meaning of the no-action letter dated February 17, 1995
issued by the Division of Corporation Finance of the Commission to the
Public Securities Association (the "PSA Letter"), the filing of which
material is a condition of the relief granted in such letter (such
materials being the "Structural Term Sheets"). Each delivery of
Computational Materials and Structural Term Sheets to the Company pursuant
to this paragraph (a) shall be effected by delivering four copies of such
materials to counsel for the Company on behalf of the Company at the
address specified in Section 3 hereof and one copy of such materials to the
Company.
(b) The Underwriter represents and warrants to and agrees with
the Company, as of the date of the related Terms Agreement and as of
the Closing Date, that:
(i) the Computational Materials furnished to the Company
pursuant to Section 8(a) constitute (either in original,
aggregated or consolidated form) all of the materials furnished
to prospective investors by the Underwriter prior to the time of
delivery thereof to the Company that are required to be filed
with the Commission with respect to the related Offered
Certificates in accordance with the Kidder Letters, and such
Computational Materials comply with the requirements of the
Kidder Letters;
(ii) the Structural Term Sheets furnished to the Company
pursuant to Section 8(a) constitute all of the materials
furnished to prospective investors by the Underwriter prior to
the time of delivery thereof to the Company that are required to
be filed with the Commission as "Structural Term Sheets" with
respect to the related Offered Certificates in accordance with
the PSA Letter, and such Structural Term Sheets comply with the
requirements of the PSA Letter; and
(iii) on the date any such Computational Materials or
Structural Term Sheets with respect to such Offered Certificates
(or any written or electronic materials furnished to prospective
investors on which the Computational Materials are based) were
last furnished to each prospective investor and on the date of
delivery thereof to the Company pursuant to Section 8(a) and on
the related Closing Date, such Computational Materials (or such
other materials) or Structural Term Sheets did not and will not
include any untrue statement of a material fact or, when read in
conjunction with the related Prospectus and Prospectus
Supplement, omit to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading.
Notwithstanding the foregoing, the Underwriter makes no representation
or warranty as to whether any Computational Materials or Structural
Term Sheets (or any written or electronic materials on which the
Computational Materials are based) included or will include any untrue
statement resulting directly from any Mortgage Pool Error (except any
Corrected Mortgage Pool Error, with respect to materials prepared
after the receipt by the Underwriter from the Company of notice of
such Corrected Mortgage Pool Error or materials superseding or
correcting such Corrected Mortgage Pool Error).
(c) The Underwriter shall cause a firm of public accountants to
furnish to the Company a letter, dated as of the date on which the
Underwriter delivers any Computational Materials (which term shall be
deemed to include, for purposes of this paragraph (c), calculated
statistical information delivered to prospective investors in the form
of a Structural Term Sheet) to the Company pursuant to Section 8(a),
in form and substance satisfactory to the Company, stating in effect
that they have verified the mathematical accuracy of any calculations
performed by the Underwriter and set forth in such Computational
Materials.
(d) The Underwriter acknowledges and agrees that any
Computational Materials or Structural Term Sheets with respect to any
Series of Certificates furnished to prospective investors from and
after May 21, 1996 have been prepared and disseminated by the
Underwriter and not by or on behalf of the Company, and that such
materials included and shall include a disclaimer in form satisfactory
to the Company to the effect that such materials have been prepared
and disseminated by the Underwriter, and that the content and accuracy
of such materials have not been reviewed by the Company.
(e) If, at any time when a prospectus relating to the Offered
Certificates of a Series is required to be delivered under the Act, it
shall be necessary to amend or supplement the related Prospectus as a
result of an untrue statement of a material fact contained in any
Computational Materials or Structural Term Sheets provided by the
Underwriter pursuant to this Section 8 or the omission to state
therein a material fact required, when considered in conjunction with
the related Prospectus and Prospectus Supplement, to be stated therein
or necessary to make the statements therein, when read in conjunction
with the related Prospectus and Prospectus Supplement, not misleading,
or if it shall be necessary to amend or supplement any Current Report
relating to any Computational Materials or Structural Term Sheets to
comply with the Act or the rules thereunder, the Underwriter promptly
will prepare and furnish to the Company for filing with the Commission
an amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance. The
Underwriter represents and warrants to the Company, as of the date of
delivery of such amendment or supplement to the Company, that such
amendment or supplement will not include any untrue statement of a
material fact or, when read in conjunction with the related Prospectus
and Prospectus Supplement, omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading; provided, however, that the Underwriter makes no
representation or warranty as to whether any such amendment or
supplement will include any untrue statement resulting directly from
any Mortgage Pool Error (except any Corrected Mortgage Pool Error,
with respect to any such amendment or supplement prepared after the
receipt by the Underwriter from the Company of notice of such
Corrected Mortgage Pool Error or materials superseding or correcting
such Corrected Mortgage Pool Error). The Company shall have no
obligation to file such amendment or supplement if the Company
determines that (i) such amendment or supplement contains any untrue
statement of a material fact or, when read in conjunction with the
related Prospectus and Prospectus Supplement, omits to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; it being understood, however, that
the Company shall have no obligation to review or pass upon the
accuracy or adequacy of, or to correct, any such amendment or
supplement provided by the Underwriter to the Company pursuant to this
paragraph (e) or (ii) such filing is not required under the Act.
9. Collateral Term Sheets. (a) Prior to the delivery of any
"Collateral Term Sheet" within the meaning of the PSA Letter, the filing of
which material is a condition of the relief granted in such letter (such
material being the "Collateral Term Sheets"), to a prospective investor in
any Offered Certificates, the Underwriter shall, in order to facilitate the
timely filing of such material with the Commission, notify the Company and
its counsel by telephone of its intention to deliver such materials and the
approximate date on which the first such delivery of such materials is
expected to occur. Not later than 10:30 a.m., New York time, on the
business day immediately following the date on which any Collateral Term
Sheet was first delivered to a prospective investor in such Offered
Certificates, the Underwriter shall deliver to the Company five complete
copies of all materials provided by the Underwriter to prospective
investors in the Offered Certificates that constitute "Collateral Term
Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant
to this paragraph (a) shall be effected by delivering four copies of such
materials to counsel for the Company on behalf of the Company at the
address specified in Section 3 hereof and one copy of such materials to the
Company. (Collateral Term Sheets and Structural Term Sheets are, together,
referred to herein as "ABS Term Sheets.") At the time of each such
delivery, the Underwriter shall indicate in writing that the materials
being delivered constitute Collateral Term Sheets, and, if there has been
any prior such delivery with respect to the related Series, shall indicate
whether such materials differ in any material respect from any Collateral
Term Sheets previously delivered to the Company with respect to such Series
pursuant to this Section 9(a) as a result of the occurrence of a material
change in the characteristics of the related Mortgage Loans.
(b) The Underwriter represents and warrants to and agrees with
the Company as of the date of the related Terms Agreement and as of
the Closing Date, that:
(i) The Collateral Term Sheets furnished to the Company
pursuant to Section 9(a) constitute all of the materials
furnished to prospective investors by the Underwriter prior to
time of delivery thereof to the Company that are required to be
filed with the Commission as "Collateral Term Sheets" with
respect to the related Offered Certificates in accordance with
the PSA Letter, and such Collateral Term Sheets comply with the
requirements of the PSA Letter; and
(ii) On the date any such Collateral Term Sheets with
respect to such Offered Certificates were last furnished to each
prospective investor and on the date of delivery thereof to the
Company pursuant to Section 9(a) and on the related Closing Date,
such Collateral Term Sheets did not and will not include any
untrue statement of a material fact or, when read in conjunction
with the Prospectus and Prospectus Supplement, omit to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading.
Notwithstanding the foregoing, the Underwriter makes no representation
or warranty as to whether any Collateral Term Sheet included or will
include any untrue statement or material omission resulting directly
from any Mortgage Pool Error (except any Corrected Mortgage Pool
Error, with respect to materials prepared after the receipt by the
Underwriter from the Company of notice of such Corrected Mortgage Pool
Error or materials superseding or correcting such Corrected Mortgage
Pool Error).
(c) The Underwriter acknowledges and agrees that any Collateral
Term Sheets with respect to any Series of Certificates furnished to
prospective investors from and after the date hereof will have been
prepared and disseminated by the Underwriter and not by or on behalf
of the Company, and that such materials shall include a disclaimer in
form satisfactory to the Company to the effect set forth in Section
8(d) hereof, and to the effect that the information contained in such
materials supersedes the information contained in any prior Collateral
Term Sheet with respect to such Series of Offered Certificates and
will be superseded by the description of the related Mortgage Loans in
the related Prospectus Supplement and in the Detailed Description
relating to such Prospectus Supplement to be filed under cover of Form
8-K. The Underwriter agrees that it will not represent to prospective
investors that any Collateral Term Sheets were prepared or
disseminated on behalf of the Company.
(d) If, at any time when a prospectus relating to the Offered
Certificates of a Series is required to be delivered under the Act, it
shall be necessary to amend or supplement the related Prospectus as a
result of an untrue statement of a material fact contained in any
Collateral Term Sheets provided by the Underwriter pursuant to this
Section 9 or the omission to state therein a material fact required,
when considered in conjunction with the related Prospectus and
Prospectus Supplement, to be stated therein or necessary to make the
statements therein, when read in conjunction with the related
Prospectus and Prospectus Supplement, not misleading, or if it shall
be necessary to amend or supplement any Current Report relating to any
Collateral Term Sheets to comply with the Act or the rules thereunder,
the Underwriter promptly will prepare and furnish to the Company for
filing with the Commission an amendment or supplement which will
correct such statement or omission or an amendment which will effect
such compliance. The Underwriter represents and warrants to the
Company, as of the date of delivery of such amendment or supplement to
the Company, that such amendment or supplement will not include any
untrue statement of a material fact or, when read in conjunction with
the related Prospectus and Prospectus Supplement, omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, the Underwriter
makes no representation or warranty as to whether any such amendment
or supplement will include any untrue statement resulting directly
from any Mortgage Pool Error (except any Corrected Mortgage Pool
Error, with respect to any such amendment or supplement prepared after
the receipt by the Underwriter from the Company of notice of such
Corrected Mortgage Pool Error or materials superseding or correcting
such Corrected Mortgage Pool Error). The Company shall have no
obligation to file such amendment or supplement if the Company
determines that (i) such amendment or supplement contains any untrue
statement of a material fact or, when read in conjunction with the
related Prospectus and Prospectus Supplement, omits to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; it being understood, however, that
the Company shall have no obligation to review or pass upon the
accuracy or adequacy of, or to correct, any such amendment or
supplement provided by the Underwriter to the Company pursuant to this
paragraph (d) or (ii) such filing is not required under the Act.
10. Termination. This Agreement (with respect to a particular
Certificate Offering) and the related Terms Agreement shall be subject to
termination in the absolute discretion of the Underwriter, by notice given
to the Company prior to delivery of and payment for the related Offered
Certificates, if prior to the 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, 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.
LEHMAN BROTHERS INC.
By:______________________________
Name:
Title:
<PAGE>
EXHIBIT A
Execution
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES 1999-4
TERMS AGREEMENT
(to Underwriting Agreement,
dated September 21, 1995,
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus February 19, 1999
Cherry Hill, NJ 08002
Lehman Brothers Inc. (the "Underwriter") agrees, subject to the terms and
provisions herein and of the captioned Underwriting Agreement (the "Underwriting
Agreement"), to purchase the Classes of Series 1999-4 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 1999-4
Certificates are registered with the Securities and Exchange Commission by means
of an effective Registration Statement (No. 333-51151). Capitalized terms used
and not defined herein have the meanings given them in the Underwriting
Agreement.
Section 1. The Mortgage Pool: The Series 1999-4 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 February 1, 1999 (the "Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pool: $225,603,901.42
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 $213,750,000 or greater than $236,250,000.
(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.
<PAGE>
Section 2. The Certificates: The Offered Certificates shall be issued as
follows:
(a) Classes: The Offered Certificates shall be issued with the following
Class designations, interest rates and principal balances, subject in the
aggregate to the variance referred to in Section 1(a):
Class
Principal Interest Purchase Price
Class Balance Rate Percentage
- ----- ------- ---- ----------
Class A1 $110,349,000.00 6.25% 100.20313%
Class A2 31,749,000.00 6.25 100.20313
Class A3 56,600,000.00 6.25 100.20313
Class A4 22,000,000.00 6.25 100.20313
Class R 100.00 6.25 100.20313
(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, February 25, 1999 (the
"Closing Date").
Section 4. Required Ratings: The Offered Certificates shall have received
Required Ratings of at least "AAA" from each of Fitch IBCA, Inc. ("Fitch") and
Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc.
("S&P").
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,
LEHMAN BROTHERS INC.
By:______________________________________
Name:
Title:
The foregoing Agreement is hereby confirmed and accepted as of the date hereof.
GE CAPITAL MORTGAGE SERVICES, INC.
By:______________________________________
Name:
Title:
EXECUTION
GE CAPITAL MORTGAGE SERVICES, INC.
PASS-THROUGH CERTIFICATES
(Issuable in Series)
UNDERWRITING AGREEMENT
Bear, Stearns & Co. Inc. New York, New York
245 Park Avenue September 21, 1995
New York, New York 10167
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, first lien, one- to
four-family residential mortgage loans (the "Mortgage Loans") having the
original terms to maturity, interest rate types and amortization characteristics
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, the Underwriter. 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").
The parties hereto agree that settlement for all securities sold
pursuant to this Agreement shall take place on the settlement date agreed
upon at the time of the related transaction and set forth as the "Closing
Date" in the applicable Terms Agreement and not as set forth in Rule
15c6-l(a) of the Exchange Act.
3. Delivery and Payment. Delivery of and payment for the Offered
Certificates of a Series shall be made at the offices of Cleary, Gottlieb,
Steen & Hamilton, New York, New York, at 10:00 A.M., New York City time, on
the Closing Date specified in the related Terms Agreement, which date and
time may be postponed by agreement between the Underwriter and the Company
(such date and time being herein called the "Closing Date"). Delivery of
such Offered Certificates shall be made to the Underwriter against payment
by the Underwriter of the Purchase Price thereof to or upon the order of
the Company by wire transfer in federal or other immediately available
funds. 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-1l under the Exchange Act on the business day
immediately following 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 will use its best efforts to
cause such Computational Materials and Structural Term Sheets to be so
filed prior to 2:00 p.m., New York time, on such business day), and
will promptly advise the Underwriter when such Current Report has been
so filed. 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 subsequent
Collateral Term Sheet that reflects, in the reasonable judgment of the
Underwriter and the Company, a material change in the characteristics
of the Mortgage Loans for the related Series from those on which a
Collateral Term Sheet with respect to the related Series previously
filed with the Commission was based, the Company will cause any such
Collateral Term Sheet that is delivered by the Underwriter to the
Company in accordance with the provisions of Section 9 to be filed
with the Commission on a Current Report on the business day
immediately following the day on which such Collateral Term Sheet is
delivered to counsel for the Company by the Underwriter prior to 2:00
p.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 (i) in
the reasonable determination of the Company are not required to be
filed pursuant to the Kidder Letters or the PSA Letter (each as
defined in Section 8 below), or (ii) 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 or ABS Term Sheets (as defined in Section 9 below) provided
by the Underwriter to the Company pursuant to Section 8 or Section 9
hereof. The Company shall give notice to the Underwriter of its
determination not to file any materials pursuant to clause (i) of the
preceding sentence and agrees to file such materials if the
Underwriter reasonably objects to such determination within one
business day after receipt of such notice.
(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 are required to be filed 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 LLP with respect to its letters
furnished pursuant to Section 6(i) of the Agreement and any letter
furnished pursuant to the last sentence of Section 6(h) hereof, the
fees of any firm of public accountants selected by the Underwriter
with respect to their letter furnished pursuant to Section 8(c) of the
Agreement and any other costs and expenses specified in the related
Terms Agreement as "Additional Expenses").
6. Conditions to the Obligations of the Underwriter. The obligations
of the Underwriter to purchase the Offered Certificates of any Series shall
be subject to the accuracy in all material respects of the representations
and warranties on the part of the Company contained in this Agreement, as
supplemented by the related Terms Agreement, as of the respective dates
thereof and the related Closing Date, to the accuracy of the statements of
the Company made in any applicable officers' certificates pursuant to the
provisions hereof, to the performance by the Company of its obligations
under this Agreement and such Terms Agreement and to the following
additional conditions applicable to the related Certificate Offering:
(a) No stop order suspending the effectiveness of the related
Registration Statement shall have been issued and no proceedings for
that purpose shall have been instituted or threatened.
(b) Cleary, Gottlieb, Steen & Hamilton, counsel for the Company,
shall have furnished to the Underwriter an opinion, dated the related
Closing Date, to the effect that:
(i) this Agreement and the related Terms Agreement have been
duly executed and delivered by the Company under the law of the
State of New York;
(ii) the related Pooling and Servicing Agreement has been
duly executed and delivered by the Company under the law of the
State of New York and is a legal, valid and binding agreement of
the Company enforceable against the Company in accordance with
its terms;
(iii) the Offered Certificates, when duly executed and
countersigned by the Trustee in accordance with the related
Pooling and Servicing Agreement, will be validly issued and
outstanding and entitled to the benefits of such Pooling and
Servicing Agreement;
(iv) the related Pooling and Servicing Agreement is not
required to be qualified under the Trust Indenture Act of 1939,
as amended, and the trust created thereunder is not required to
be registered under the Investment Company Act of 1940, as
amended;
(v) such counsel confirms that (based solely upon telephonic
confirmation from a representative of the Commission) the related
Registration Statement is effective under the Act and, to the
best of such counsel's knowledge, no stop order with respect
thereto has been issued, and no proceeding for that purpose has
been instituted or threatened, by the Commission; such
Registration Statement (except the financial statements and
schedules and other financial and statistical data included
therein and the documents incorporated by reference therein, as
to which such counsel need express no view), at the time it
became effective and the related Prospectus (except the financial
statements and schedules and the other financial and statistical
data included therein, the documents incorporated by reference
therein and the information included in the second sentence of
the antepenultimate paragraph, the first sentence of the
penultimate paragraph, and the last paragraph of the cover page
of such Prospectus Supplement and in the second and fourth
sentences of the first paragraph under the heading "Plan of
Distribution" therein, as to which such counsel need express no
view), as of the date of the Prospectus Supplement, appeared on
their face to be appropriately responsive in all material
respects to the requirements of the Act and the rules and
regulations thereunder; and no information has come to the
attention of such counsel that causes it to believe that (A) such
Registration Statement (except the financial statements and
schedules and the other financial and statistical data included
therein and the documents incorporated by reference therein, as
to which such counsel need express no view) at the time it became
effective, contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading or (B)
such Prospectus or any amendment or supplement thereto (except
the financial statements and schedules and the other financial
and statistical data included therein, the documents incorporated
by reference therein and the information included in the second
sentence of the antepenultimate paragraph, the first sentence of
the penultimate paragraph, and the last paragraph of the cover
page of such Prospectus Supplement and in the second and fourth
sentences of the first paragraph under the heading "Plan of
Distribution" therein, as to which such counsel need express no
view), as of the date of the Prospectus Supplement or at the
related Closing Date, contained or contains an untrue statement
of a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading;
(vi) the statements set forth under the heading "Description
of the Certificates" in the related Prospectus, insofar as such
statements purport to summarize certain provisions of the related
Pooling and Servicing Agreement and the related Offered
Certificates, provide a fair summary of such provisions;
(vii) the statements set forth in the related Prospectus
under the headings "Certain Legal Aspects of the Mortgage Loans
and Contracts -- The Mortgage Loans", "Certain Federal Income Tax
Consequences" (insofar as they relate specifically to the
purchase, ownership and disposition of the related Offered
Certificates) and "ERISA Considerations" (insofar as they relate
specifically to the purchase, ownership and disposition of such
Offered Certificates), to the extent that they constitute matters
of law or legal conclusions, provide a fair summary of such law
or conclusions;
(viii) assuming compliance with all provisions of the
related Pooling and Servicing Agreement, for federal income tax
purposes, (A) if any election is made to treat the assets of the
Trust Fund as a REMIC: the related Trust Fund (and any specified
subgrouping therein) will qualify as a REMIC pursuant to Section
860D of the Internal Revenue Code of 1986, as amended (the
"Code"), each Class of Certificates of the related Series, other
than the related Residual Class or Classes, will constitute a
class of "regular interests" in the related REMIC within the
meaning of the Code, and each Class of such Certificates
specified in the related Prospectus as a Class of Residual
Certificates will constitute the "residual interest" in the
related REMIC within the meaning of the Code; (B) if no such
REMIC election is made: the Trust Fund will be treated as a
"grantor trust"; and
(ix) assuming that some or all of the Offered Certificates
of the related Series shall be rated at the time of issuance in
one of the two highest rating categories by a nationally
recognized statistical rating organization, each Offered
Certificate so rated will be at the time of issuance, a "mortgage
related security" as such term is defined in Section 3(a)(41) of
the Exchange Act.
Such opinion may express its reliance as to factual matters on the
representations and warranties made by, and on certificates or other
documents furnished by, officers of the parties to this Agreement, the
related Terms Agreement or the related Pooling and Servicing
Agreement. Such opinion may assume the due authorization, execution
and delivery of the instruments and documents referred to therein by
the parties thereto other than the Company. Such opinion may be
qualified, insofar as it concerns the enforceability of the documents
referred to therein, to the extent that such enforceability may be
limited by bankruptcy, insolvency, reorganization or other similar
laws affecting the enforcement of creditors' rights in general and by
general equity principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law). Such opinion may be
further qualified as expressing no opinion as to (x) the statements in
the related Prospectus under the heading "Certain Legal Aspects of the
Mortgage Loans and Contracts -- The Mortgage Loans" except insofar as
such statements relate to the laws of the State of New York and the
laws of the United States, and (y) the statements in such Prospectus
under the headings "ERISA Considerations" and "Certain Federal Income
Tax Consequences" except insofar as such statements relate to the laws
of the United States. In addition, such opinion may be qualified as an
opinion only on the law of the State of New York and the federal law
of the United States of America.
(c) The General Counsel for the Company shall have furnished to
the Underwriter an opinion, dated the related Closing Date, to the
effect that:
(i) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
State of New Jersey, with corporate power to own its properties,
to conduct its business as described in the related Prospectus
and to enter into and perform its obligations under this
Agreement, the related Terms Agreement, the related Pooling and
Servicing Agreement and the Certificates of the related Series;
(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 LLP shall have furnished to the Underwriter
a letter, dated as of the date of the related Terms Agreement, in form
and substance satisfactory to the Underwriter, stating in effect that
they have performed certain specified procedures as a result of which
they have determined that such information as the Underwriter may
reasonably request of an accounting, financial or statistical nature
(which is limited to accounting, financial or statistical information
derived from the general accounting records of the Company) set forth
in the related Prospectus Supplement under the caption "Delinquency
and Foreclosure Experience of the Company" agrees with the accounting
records of the Company, excluding any questions of legal
interpretation.
(h) KPMG Peat Marwick LLP shall have furnished to the Underwriter
a letter, dated as of the related Closing Date, in form and substance
satisfactory to the Underwriter, stating in effect that they have
performed certain specified procedures as a result of which they have
determined that such information as the Underwriter may reasonably
request of an accounting, financial or statistical nature (which is
limited to accounting, financial or statistical information derived
from the general accounting records of the Company and which is
obtained from an analysis of a sample of the Mortgage Loans included
in the related pool) set forth in the related Prospectus Supplement
under the caption "Description of the Mortgage Pool and the Mortgaged
Properties" or "Description of the Mortgage Pools and the Mortgaged
Properties", as the case may be, and in the Detailed Description
relating to such Prospectus Supplement is mutually consistent and
agrees with the accounting records of the Company and, where
applicable, the related Mortgage Loan files of the Company, excluding
any questions of legal interpretation. In addition, if applicable,
such accountants shall have furnished to the Underwriter a letter,
dated as of the related Closing Date, which shall include a statement
or statements to the effect that based upon the assumptions and
methodology agreed to by the Company (and which is consistent with the
manner in which any final PAC Balances, TAC Balances, Scheduled
Balances, Maximum and Minimum Scheduled Balances or any other
scheduled balances are to be calculated as set forth in the related
Prospectus), all of which shall be described by reference in such
letter, such accountants shall have verified the mathematical accuracy
of any final PAC Balances Table, TAC Balances Table, Scheduled
Balances Table, Maximum or Minimum Scheduled Balances Table or other
scheduled balances table attached as an exhibit to the related Pooling
and Servicing Agreement.
(i) KPMG Peat Marwick LLP shall have furnished to the Underwriter
and the Company a letter or letters, dated as of the date of the
related Terms Agreement, in form and substance satisfactory to the
Underwriter and the Company, including, without limitation,
statements, if applicable, to the effect that:
(i) based upon the assumptions and methodology set forth in
the related Prospectus, all of which shall be described by
reference in such letter they recomputed the percentages of
initial principal balance outstanding as of each of the
Distribution Dates (as defined in such Prospectus) indicated and
the weighted average lives of each Class of Offered Certificates
at each of the indicated percentages of the applicable Prepayment
Assumption, and they compared the recomputed percentages and
weighted average lives to the corresponding percentages and
weighted average lives set forth in the related tables and found
them to be in agreement;
(ii) based upon the assumptions and methodology set forth in
such Prospectus, all of which shall be described by reference in
such letter, they have verified the mathematical accuracy of any
Scheduled Final Distribution Dates for the Offered Certificates,
PAC Balances, TAC Balances, Scheduled Balances, Maximum and
Minimum Scheduled Balances or any other scheduled balances set
forth in such Prospectus for each indicated Distribution Date,
and have verified the mathematical accuracy of any initial
Effective Ranges of any PAC Certificates, Scheduled Certificates
or other scheduled Certificates set forth in such Prospectus; and
(iii) based upon the assumptions and methodology set forth
in such Prospectus, all of which shall be described by reference
in such letter, they have verified the mathematical accuracy of
the pre-tax yields to maturity and, if applicable, aggregate cash
flows of any Class of Certificates for which such pretax 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.
(1) 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 or 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 (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 any
written or electronic materials on which the Computational Materials are
based) or ABS Term Sheets that were prepared on the basis of such Mortgage
Pool Error, if, prior to the time of confirmation of the sale of the
applicable Certificates to such person, the Company notified the
Underwriter in writing of the Mortgage Pool Error or provided in written or
electronic form information superseding or correcting such Mortgage Pool
Error (in any such case, a "Corrected Mortgage Pool Error"), and the
Underwriter failed to notify such person thereof or to deliver to such
person corrected Computational Materials (or underlying written or
electronic materials) or ABS Term Sheets. This indemnity agreement will be
in addition to any liability which the Company may otherwise have.
(b) The Underwriter agrees to indemnify and hold harmless the
Company, each of its directors, each of its officers who signs the
Registration Statement relating to the offered Certificates of the
applicable Series, and each person who controls the Company within the
meaning of the Act or the Exchange Act to the same extent as the
foregoing indemnities from the Company to the Underwriter, but only
with reference to (A) written information furnished to the Company by
or on behalf of the Underwriter specifically for use in the
preparation of the documents referred to in the foregoing indemnity
with respect to the related Series, or (B) any Computational Materials
or ABS Tern 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 distributed to prospective investors on
which the Computational Materials are based, in such proportion
as is appropriate to reflect the relative fault of the Company on
the one hand and the Underwriter on the other in connection with
the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof) as
well as any other relevant equitable considerations; provided,
however, that in no case shall the Underwriter be responsible
under this subparagraph (ii) for any amount in excess of the
aggregate Purchase Price for the Offered Certificates. 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 2:00 p.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") and the
filing of such material is a condition of the relief granted in such letter
(such materials being the "Computational Materials"), and (ii) "Structural
Term Sheets" within the meaning of the no-action letter dated February 17,
1995 issued by the Division of Corporation Finance of the Commission to the
Public Securities Association (the "PSA Letter") and the filing of such
material is a condition of the relief granted in such letter (such
materials being the "structural Term Sheets"). Each delivery of
Computational Materials and Structural Term Sheets to the Company pursuant
to this paragraph (a) shall be effected by delivering four copies of such
materials to counsel for the Company on behalf of the Company at the
address specified in Section 3 hereof and one copy of such materials to the
Company.
(b) The Underwriter represents and warrants to and agrees with
the Company, as of the date of the related Terms Agreement and as of
the Closing Date, that:
(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; and
(iv) all Computational Materials (or underlying materials
distributed to prospective investors on which the Computational
Materials were based) or Structural Term Sheets furnished to
prospective investors contained and will contain a legend,
prominently displayed on the first page thereof, to the effect
that the Company has not prepared, reviewed or participated in
the preparation of such materials and is not responsible for the
accuracy thereof, and otherwise in form and substance
satisfactory to the Company.
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 January
20, 1995 included and shall include a disclaimer in the form described
in paragraph (b) (iv) above. The Underwriter agrees that it will not
represent to prospective investors that any Computational Materials or
structural Term Sheets were prepared or disseminated on behalf of the
Company.
(e) If, at any time when a prospectus relating to the Offered
Certificates of a Series is required to be delivered under the Act, it
shall be necessary to amend or supplement the related Prospectus as a
result of an untrue statement of a material fact contained in any
Computational Materials or structural Term Sheets provided by the
Underwriter pursuant to this Section 8 or the omission to state
therein a material fact required, when considered in conjunction with
the related Prospectus and Prospectus Supplement, to be stated therein
or necessary to make the statements therein, when read in conjunction
with the related Prospectus and Prospectus Supplement, not misleading,
or if it shall be necessary to amend or supplement any Current Report
relating to any Computational Materials or Structural Term Sheets to
comply with the Act or the rules thereunder, the Underwriter promptly
will prepare and furnish to the Company for filing with the Commission
an amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance. The
Underwriter represents and warrants to the Company, as of the date of
delivery of such amendment or supplement to the Company, that such
amendment or supplement will not include any untrue statement of a
material fact or, when read in conjunction with the related Prospectus
and Prospectus Supplement, omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading; provided, however, the Underwriter makes no representation
or warranty as to whether any such amendment or supplement will
include any untrue statement resulting directly from any Mortgage Pool
Error (except any Corrected Mortgage Pool Error, with respect to any
such amendment or supplement prepared after the receipt by the
Underwriter from the Company of notice of such Corrected Mortgage Pool
Error or materials superseding or correcting such Corrected Mortgage
Pool Error). The Company shall have no obligation to file such
amendment or supplement if (i) the Company determines that 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) the
Company reasonably determines that such filing is not required under
the Act and the Underwriter does not object as provided below. The
Company shall give notice to the Underwriter of its determination not
to file an amendment or supplement pursuant to clause (ii) of the
preceding sentence and agrees to file such amendment or supplement if
the Underwriter reasonably objects to such determination within one
business day after receipt of such notice.
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
the Offered Certificates, the Underwriter shall 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 the 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(b)(iv).
Notwithstanding the foregoing, the Underwriter makes no representation
or warranty as to whether any Collateral Term Sheet included or will
include any untrue statement or material omission resulting directly
from any Mortgage Pool Error (except any Corrected Mortgage Pool
Error, with respect to materials prepared after the receipt by the
Underwriter from the Company of notice of such Corrected Mortgage Pool
Error or materials superseding or correcting such Corrected Mortgage
Pool Error).
(c) The Underwriter acknowledges and agrees that any Collateral
Term Sheets with respect to any Series of Certificates furnished to
prospective investors from and after the date hereof shall include a
disclaimer in form satisfactory to the Company to the effect set forth
in Section 8(d) hereof, and to the effect that the information
contained in such materials supersedes the information contained in
any prior Collateral Term Sheet with respect to such Series of Offered
Certificates and will be superseded by the description of the related
Mortgage Loans in the related Prospectus Supplement and in the
Detailed Description relating to such Prospectus Supplement to be
filed under cover of Form 8-K. The Underwriter agrees that it will not
represent to prospective investors that any Collateral Term Sheets
were prepared or disseminated on behalf of the Company.
(d) If, at any time when a prospectus relating to the Offered
Certificates of a Series is required to be delivered under the Act, it
shall be necessary to amend or supplement the related Prospectus as a
result of an untrue statement of a material fact contained in any
Collateral Term Sheets provided by the Underwriter pursuant to this
Section 9 or the omission to state therein a material fact required,
when considered in conjunction with the related Prospectus and
Prospectus supplement, to be stated therein or necessary to make the
statements therein, when read in conjunction with the related
Prospectus and Prospectus Supplement, not misleading, or if it shall
be necessary to amend or supplement any Current Report relating to any
Collateral Term Sheets to comply with the Act or the rules thereunder,
the Underwriter promptly will prepare and furnish to the Company for
filing with the Commission an amendment or supplement which will
correct such statement or omission or an amendment which will effect
such compliance. The Underwriter represents and warrants to the
Company, as of the date of delivery of such amendment or supplement to
the Company, that such amendment or supplement will not include any
untrue statement of a material fact or, when read in conjunction with
the related Prospectus and Prospectus Supplement, omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, the Underwriter
makes no representation or warranty as to whether any such amendment
or supplement will include any untrue statement resulting directly
from any Mortgage Pool Error (except any Corrected Mortgage Pool
Error, with respect to any such amendment or supplement prepared after
the receipt by the Underwriter from the Company of notice of such
Corrected Mortgage Pool Error or materials superseding or correcting
such Corrected Mortgage Pool Error). The Company shall have no
obligation to file such amendment or supplement if the Company
determines that (i) such amendment or supplement contains any untrue
statement of a material fact or, when read in conjunction with the
related Prospectus and Prospectus Supplement, omits to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; it being understood, however, that
the Company shall have no obligation to review or pass upon the
accuracy or adequacy of, or to correct, any such amendment or
supplement provided by the Underwriter to the Company pursuant to this
paragraph (d) or (ii) such filing is not required under the Act. The
Company shall give notice to the Underwriter of its determination not
to file an amendment or supplement pursuant to clause (ii) of the
preceding sentence.
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, 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: /s/ Syed W. Ali
-----------------------------
Name: Syed W. Ali
Title: Vice President
The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.
BEAR, STEARNS & CO. INC.
By: ____________________
Name:
Title:
<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.
BEAR, STEARNS & CO. INC.
By:_____________________
Name:
Title:
<PAGE>
EXHIBIT A
Execution
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES 1999-4
TERMS AGREEMENT
(to Underwriting Agreement
dated September 21, 1995,
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus February 19, 1999
Cherry Hill, NJ 08002
Bear, Stearns & Co. Inc. (the "Underwriter") agrees, subject to the terms
and provisions herein and of the captioned Underwriting Agreement (the
"Underwriting Agreement"), to purchase the Classes of Series 1999-4 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 1999-4 Certificates are registered with the Securities and Exchange
Commission by means of an effective Registration Statement (No. 333-51151).
Capitalized terms used and not defined herein have the meanings given them in
the Underwriting Agreement.
Section 1. The Mortgage Pool: The Series 1999-4 Certificates shall evidence
the entire beneficial ownership interest in a mortgage pool (the "Mortgage
Pool") of conventional, fixed rate, fully amortizing, first lien one- to
four-family residential mortgage loans (the "Mortgage Loans") having the
following characteristics as of February 1, 1999 (the "Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pool: $225,603,901.42
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 $213,750,000 or greater than $236,250,000.
(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.
<PAGE>
Section 2. The Certificates: The Offered Certificates shall be issued as
follows:
(a) Classes: The Offered Certificates shall be issued with the following
Class designations, interest rates and principal balances, subject in the
aggregate to the variance referred to in Section 1(a):
Class
Principal Interest Purchase Price
Class Balance Rate Percentage
- ----- ------- ---- ----------
Class M $1,692,000.00 6.25% 98.11700%
Class B1 564,000.00 6.25 96.74604
Class B2 564,000.00 6.25 92.95213
(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, February 25, 1999 (the
"Closing Date").
Section 4. Required Ratings: The Class M, Class B1 and Class B2
Certificates shall have received Required Ratings of "AA," "A" and "BBB,"
respectively, from Standard & Poor's Rating Services, a division of The
McGraw-Hill Companies, Inc.
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,
BEAR, STEARNS & CO. INC.
By:___________________________________
Name:
Title:
The foregoing Agreement is hereby confirmed and accepted as of the date hereof.
GE CAPITAL MORTGAGE SERVICES, INC.
By:____________________________________
Name:
Title:
Execution
================================================================================
GE CAPITAL MORTGAGE SERVICES, INC.,
Seller and Servicer
and
STATE STREET BANK AND TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of February 1, 1999
REMIC Multi-Class Pass-Through Certificates,
Series 1999-4
================================================================================
<PAGE>
Table of Contents
<TABLE>
<CAPTION>
Page
ARTICLE I
DEFINITIONS
<S> <C>
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..........................................................................44
Section 2.05. Designations under the REMIC Provisions............................................................44
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Company to Act as Servicer.........................................................................45
Section 3.02. Collection of Certain Mortgage Loan Payments; Mortgage Loan Payment Record; Certificate
Account.........................................................................................48
Section 3.03. Collection of Taxes, Assessments and Other Items...................................................51
Section 3.04. Permitted Debits to the Mortgage Loan Payment Record...............................................51
Section 3.05. Maintenance of the Primary Insurance Policies......................................................53
Section 3.06. Maintenance of Hazard Insurance....................................................................53
Section 3.07. Assumption and Modification Agreements.............................................................54
Section 3.08. Realization Upon Defaulted Mortgage Loans..........................................................55
Section 3.09. Trustee to Cooperate; Release of Mortgage Files....................................................58
Section 3.10. Servicing Compensation; Payment of Certain Expenses by the Company.................................58
Section 3.11. Reports to the Trustee; Certificate Account Statements.............................................59
Section 3.12. Annual Statement as to Compliance..................................................................59
Section 3.13. Annual Independent Public Accountants' Servicing Report............................................59
Section 3.14. Access to Certain Documentation and Information Regarding the Mortgage Loans.......................60
Section 3.15. Maintenance of Certain Servicing Policies..........................................................60
Section 3.16. Optional Purchase of Defaulted Mortgage Loans......................................................60
ARTICLE IV
PAYMENTS AND STATEMENTS
Section 4.01. Distributions......................................................................................60
Section 4.02. Method of Distribution.............................................................................64
Section 4.03. Allocation of Losses...............................................................................65
Section 4.04. Monthly Advances; Purchases of Defaulted Mortgage Loans............................................67
Section 4.05. Statements to Certificateholders...................................................................67
Section 4.06. Servicer's Certificate.............................................................................70
Section 4.07. Reports of Foreclosures and Abandonments of Mortgaged Property.....................................70
Section 4.08. Reduction of Base Servicing Fees by Compensating Interest Payments.................................70
Section 4.09. Surety Bond........................................................................................70
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates...................................................................................70
Section 5.02. Registration of Transfer and Exchange of Certificates..............................................72
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates..................................................77
Section 5.04. Persons Deemed Owners..............................................................................77
Section 5.05. Access to List of Certificateholders' Names and Addresses..........................................77
Section 5.06. Representation of Certain Certificateholders.......................................................78
Section 5.07. Determination of COFI..............................................................................78
Section 5.08. Determination of LIBOR.............................................................................79
ARTICLE VI
THE COMPANY
Section 6.01. Liability of the Company...........................................................................80
Section 6.02. Merger or Consolidation of, or Assumption of the Obligations of, the Company.......................80
Section 6.03. Assignment.........................................................................................80
Section 6.04. Limitation on Liability of the Company and Others..................................................81
Section 6.05. The Company Not to Resign..........................................................................81
ARTICLE VII
DEFAULT
Section 7.01. Events of Default..................................................................................82
Section 7.02. Trustee to Act; Appointment of Successor...........................................................83
Section 7.03. Notification to Certificateholders.................................................................84
ARTICLE VIII
THE TRUSTEE
Section 8.01. Duties of Trustee..................................................................................84
Section 8.02. Certain Matters Affecting the Trustee..............................................................85
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans..............................................86
Section 8.04. Trustee May Own Certificates.......................................................................87
Section 8.05. The Company to Pay Trustee's Fees and Expenses.....................................................87
Section 8.06. Eligibility Requirements for Trustee...............................................................87
Section 8.07. Resignation or Removal of Trustee..................................................................87
Section 8.08. Successor Trustee..................................................................................88
Section 8.09. Merger or Consolidation of Trustee.................................................................89
Section 8.10. Appointment of Co-Trustee or Separate Trustee......................................................89
Section 8.11. Compliance with REMIC Provisions; Tax Returns......................................................90
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans....................90
Section 9.02. Additional Termination Requirements................................................................92
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment.........................................................................................92
Section 10.02. Recordation of Agreement..........................................................................93
Section 10.03. Limitation on Rights of Certificateholders........................................................94
Section 10.04. Governing Law.....................................................................................94
Section 10.05. Notices...........................................................................................94
Section 10.06. Notices to the Rating Agencies....................................................................95
Section 10.07. Severability of Provisions........................................................................95
Section 10.08. Certificates Nonassessable and Fully Paid.........................................................95
</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 February 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, on the aggregate
Notional Principal Balance) thereof immediately prior to such Distribution
Date, calculated on the basis of a 360-day year consisting of twelve 30-day
months. As to any Distribution Date and any Specified Component (other than
any Principal Only Component), interest accrued during the related Interest
Accrual Period at the applicable Component Interest Rate on the Component
Principal Balance (or Notional Component Principal Balance) thereof
immediately prior to such Distribution Date, calculated on the basis of a
360-day year consisting of twelve 30-day months. As to any Distribution
Date and any Class of Certificates consisting of Specified Components, the
aggregate of Accrued Certificate Interest on such Specified Components for
such Distribution Date.
Accrued Certificate Interest on each Class of Certificates (other than
any Class of Principal Only Certificates and any Class of Certificates
consisting of Specified Components) and any Specified Component (other than
any Principal Only Component) shall be reduced by such Class's or Specified
Component's share of the amount of any Net Interest Shortfall and
Certificate Interest Losses for such Distribution Date. Any Net Interest
Shortfall and Certificate Interest Losses shall be allocated among (x) the
Classes of Certificates (other than any Class of Principal Only
Certificates and any Class of Certificates consisting of Specified
Components) and (y) the Specified Components (other than any Principal Only
Component) of any Component Certificate in proportion to the respective
amounts of Accrued Certificate Interest that would have resulted absent
such shortfall or losses.
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
March of each year that the Certificates are outstanding, commencing in
March 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 Remittance Rates of all Outstanding
Mortgage Loans (the "Weighted Average Rate") as of such Anniversary
Determination Date over (ii) the Monthly Payment thereof calculated on the
assumption that the Remittance Rate thereon was equal to the Weighted
Average Rate less 1.25% per annum.
Available Funds: As to each Distribution Date, an amount equal to the
sum of (i) all amounts credited to the Mortgage Loan Payment Record
pursuant to Section 3.02 as of the preceding Determination Date, (ii) any
Monthly Advance and any Compensating Interest Payment for such Distribution
Date, (iii) the Purchase Price of any Defective Mortgage Loans and
Defaulted Mortgage Loans deposited in the Certificate Account on the
Business Day preceding such Distribution Date (including any amounts
deposited in the Certificate Account in connection with any substitution of
a Mortgage Loan as specified in Section 2.03(b)), and (iv) the purchase
price of any defaulted Mortgage Loan purchased under an agreement entered
into pursuant to Section 3.08(e) as of the end of the preceding Prepayment
Period less the sum of (x) the Amount Held for Future Distribution, (y) the
amount of any Unanticipated Recovery credited to the Mortgage Loan Payment
Record pursuant to clause (vi) of Section 3.02(b), and (z) amounts
permitted to be debited from the Mortgage Loan Payment Record pursuant to
clauses (i) through (vii) and (ix) of Section 3.04.
Bankruptcy Coverage Termination Date: The Distribution Date upon which
the Bankruptcy Loss Amount has been reduced to zero or a negative number
(or the Cross-Over Date, if earlier).
Bankruptcy Loss Amount: As of any Determination Date prior to the
first Anniversary Determination Date, the Bankruptcy Loss Amount shall
equal $100,000, as reduced by the aggregate amount of Deficient Valuations
and Debt Service Reductions since the Cut-off Date. As of any Determination
Date after the first Anniversary Determination Date, other than an
Anniversary Determination Date, the Bankruptcy Loss Amount shall equal the
Bankruptcy Loss Amount on the immediately preceding Anniversary
Determination Date as reduced by the aggregate amount of Deficient
Valuations and Debt Service Reductions since such preceding Anniversary
Determination Date. As of any Anniversary Determination Date, the
Bankruptcy Loss Amount shall equal the lesser of (x) the Bankruptcy Loss
Amount as of the preceding Determination Date as reduced by any Deficient
Valuations and Debt Service Reductions for the preceding Distribution Date,
and (y) the greater of (i) the Fitch Formula Amount for such Anniversary
Determination Date and (ii) the Formula Amount for such Anniversary
Determination Date.
The Bankruptcy Loss Amount may be further reduced by the Company
(including accelerating the manner in which such coverage is reduced)
provided that prior to any such reduction, the Company shall obtain written
confirmation from each Rating Agency that such reduction shall not
adversely affect the then-current rating assigned to the related Classes of
Certificates by such Rating Agency and shall provide a copy of such written
confirmation to the Trustee.
Base Servicing Fee: As to any Mortgage Loan and Distribution Date, an
amount equal to the product of (i) the Scheduled Principal Balance of such
Mortgage Loan as of the Due Date in the preceding calendar month and (ii)
the Base Servicing Fee Rate for such Mortgage Loan. The Base Servicing Fee
for any Distribution Date is subject to adjustment pursuant to Section
3.08(d) (with respect to a Realized Loss) or the definition of Interest
Loss (with respect to the interest portion of a Debt Service Reduction).
Base Servicing Fee Rate: As to any Mortgage Loan, the per annum rate
identified as such for such Mortgage Loan and set forth in the Mortgage
Loan Schedule.
BBA: The British Bankers' Association.
BIF: The Bank Insurance Fund of the FDIC, or its successor in
interest.
Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee, ownership of which is reflected on the books of
the Depository or on the books of a person maintaining an account with such
Depository (directly or as an indirect participant in accordance with the
rules of such Depository). As of the Closing Date, each Class of
Certificates, other than the Class B3, Class B4, Class B5, Class R and
Class PO Certificates, constitutes a Class of Book-Entry Certificates.
Book-Entry Nominee: As defined in Section 5.02(b).
Business Day: Any day other than a Saturday or a Sunday, or a day on
which banking institutions in New York City or the city in which the
Corporate Trust Office is located are authorized or obligated by law or
executive order to be closed.
Buydown Funds: Funds contributed by the Mortgagor or another source in
order to reduce the interest payments required from the Mortgagor for a
specified period in specified amounts.
Buydown Mortgage Loan: Any Mortgage Loan as to which the Mortgagor
pays less than the full monthly payment specified in the Mortgage Note
during the Buydown Period and the difference between the amount paid by the
Mortgagor and the amount specified in the Mortgage Note is paid from the
related Buydown Funds.
Buydown Period: The period during which Buydown Funds are required to
be applied to the related Buydown Mortgage Loan.
Certificate: Any one of the certificates signed and countersigned by
the Trustee in substantially the forms attached hereto as Exhibit A.
Certificate Account: The trust account or accounts created and
maintained with the Trustee pursuant to Section 3.02 and which must be an
Eligible Account.
Certificate Interest Loss: (i) On or prior to the Cross-Over Date, any
Interest Loss in respect of an Excess Loss and (ii) after the Cross-Over
Date, any Interest Loss, in each case to the extent such Interest Loss is
allocable to the Certificates in accordance with Section 3.08(d) (with
respect to a Realized Loss) or the definition of Interest Loss (with
respect to the interest portion of a Debt Service Reduction).
Certificate Interest Rate: With respect to any Class of Certificates,
other than any LIBOR Certificates, and as of any Distribution Date, the per
annum fixed rate specified in Section 5.01(b). With respect to any Class of
LIBOR Certificates, the per annum variable rate at any time at which
interest accrues on the Certificates of such Class, as determined pursuant
to Section 5.01(e).
Certificate Owner: With respect to any Book-Entry Certificate, the
person who is the beneficial owner thereof.
Certificate Principal Balance: As to any Certificate other than a
Notional Certificate, and as of any Distribution Date, the Initial
Certificate Principal Balance of such Certificate (plus, in the case of any
Accrual Certificate, its Percentage Interest of any related Accrual Amount
for each previous Distribution Date) less the sum of (i) all amounts
distributed with respect to such Certificate in reduction of the
Certificate Principal Balance thereof on previous Distribution Dates
pursuant to Section 4.01, (ii) any Realized Losses allocated to such
Certificate on previous Distribution Dates pursuant to Section 4.03(b) and
(c), and (iii) in the case of a Subordinate Certificate, such Certificate's
Percentage Interest of the Subordinate Certificate Writedown Amount
allocated to such Certificate on previous Distribution Dates. The Notional
Certificates are issued without Certificate Principal Balances.
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 Section
4.01(a)(i) is less than the Accrued Certificate Interest thereon or in
respect thereof for such Distribution Date. As to any Distribution Date and
any Class of Certificates consisting of Specified Components, the sum of
the Class Interest Shortfalls for such Components on such date.
Class PO Deferred Amount: As to any Distribution Date on or prior to
the Cross-Over Date, the aggregate of the applicable PO Percentage of the
principal portion of each Realized Loss, other than any Excess Loss, to be
allocated to the Class PO Certificates on such Distribution Date or
previously allocated to the Class PO Certificates and not yet paid to the
Holders of the Class PO Certificates pursuant to Section 4.01(a)(iv).
Closing Date: February 25, 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 Base Servicing Fees
that the Company would be entitled to retain on such Distribution Date
(less any portion thereof paid as servicing compensation to any Primary
Servicer) without giving effect to any Compensating Interest Payment.
Component: Any of the components of a Class of Component Certificates
having the designations and the initial Component Principal Balances as
follows:
Designation Initial Component
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
Two International Place, 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: February 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.).
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 Telerate Page: The Dow Jones Telerate Service page 3750 (or
such other page as may replace page 3750 on that service or such other
service as may be nominated by the BBA for the purpose of displaying the
Interest Settlement Rates).
Determination Date: With respect to any Distribution Date, the fifth
Business Day prior thereto.
Discount Mortgage Loan: Any Mortgage Loan with a Net Mortgage Rate
less than 6.25% per annum.
Disqualified Organization: Any of the following: (i) the United
States, any State or political subdivision thereof, or any agency or
instrumentality of any of the foregoing (including but not limited to state
pension organizations); (ii) a foreign government, International
Organization or any agency or instrumentality of either of the foregoing;
(iii) an organization (except certain farmers' cooperatives described in
Code section 521) which is exempt from tax imposed by Chapter 1 of the Code
(including the tax imposed by section 511 of the Code on unrelated business
taxable income); and (iv) a rural electric and telephone cooperative
described in Code section 1381(a)(2)(C). The terms "United States," "State"
and "International Organization" shall have the meanings set forth in Code
section 7701 or successor provisions. A corporation will not be treated as
an instrumentality of the United States or of any State or political
subdivision thereof for these purposes if all of its activities are subject
to tax and a majority of its board of directors is not selected by such
governmental unit.
Distribution Date: The 25th day of each calendar month after the month
of initial issuance of the Certificates, or, if such 25th day is not a
Business Day, the next succeeding Business Day.
Distribution Date Statement: The statement referred to in Section
4.05(a).
Document File: As defined in Section 2.01.
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
$2,256,039 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. As of any
Distribution Date on or after the fifth anniversary of the Cut-off Date the
Fraud Loss Amount shall be zero.
Group I Final Distribution Date: The Distribution Date on which the
aggregate Certificate Principal Balance of the Group I Senior Certificates
is reduced to zero.
Group I Senior Certificate: Any Class A1, Class A2, Class A3 or Class
R Certificate.
Group II Senior Certificate: Any Class A4 Certificate.
Group II Senior Percentage: With respect to any Distribution Date, the
percentage (carried to ten decimal places rounded up) obtained by dividing
(x) the Class Certificate Principal Balance of the Group II Senior
Certificates immediately preceding such Distribution Date, by (y) the
aggregate Certificate Principal Balance of all the Senior Certificates
(other than the Class PO Certificates) immediately preceding such
Distribution Date; provided, however, that the Group II Senior Percentage
for any Distribution Date may not exceed 100%; and provided further, that
on any Distribution Date after the Class Certificate Principal Balance of
the Group II Senior Certificates has been reduced to zero, the Group II
Senior Percentage for such date will be zero.
Group II Senior Prepayment Distribution Percentage: 0% through the
Distribution Date in February 2004; 30% thereafter through the Distribution
Date in February 2005; 40% thereafter through the Distribution Date in
February 2006; 60% thereafter through the Distribution Date in February
2007; 80% thereafter through the Distribution Date in February 2008; and
100% thereafter.
Group II Senior Principal Distribution Amount: With respect to any
Distribution Date, the sum of (a) the total of the amounts described in
clauses (i) and (iii) of the definition of Senior Optimal Principal Amount
for such date multiplied by the Group II Senior Percentage for such date
and (b) the total of the amounts described in clauses (ii), (iv) and (v) of
the definition of Senior Optimal Principal Amount (without application of
the Senior Prepayment Percentage) for such date multiplied by the product
of (x) the Senior Percentage for such date, (y) the Group II Senior
Prepayment Distribution Percentage for such date and (z) the Group II
Senior Percentage for such date; provided, however, that (i) on the Group I
Final Distribution Date, the Group II Senior Principal Distribution Amount
will be increased by any Senior Optimal Principal Amount remaining after
distributions of principal have been made on the Group I Senior
Certificates, and (ii) following the Group I Final Distribution Date, the
Group II Senior Principal Distribution Amount will equal the Senior Optimal
Principal Amount.
Initial Certificate Principal Balance: With respect to any
Certificate, other than a Notional Certificate, the Certificate Principal
Balance of such Certificate or any predecessor Certificate on the Closing
Date.
Initial LIBOR Rate: None.
Insurance Proceeds: Proceeds paid pursuant to the Primary Insurance
Policies, if any, and amounts paid by any insurer pursuant to any other
insurance policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by the Primary Insurance Policies,
if any, or any other insurance policy or policies applicable to the
Mortgage Loans.
Interest Accrual Period: With respect to any Distribution Date and any
Class of Certificates (other than any Class of Principal Only Certificates)
or Component, the one-month period ending on the last day of the month
preceding the month in which such Distribution Date occurs.
Interest Loss: (i) With respect to any Realized Loss, the excess of
accrued and unpaid interest due on the related Mortgage Loan over the
amount allocated to interest thereon in accordance with Section 3.08(d),
and (ii) with respect to any Debt Service Reduction and any calendar month,
the reduction in the amount of interest due on the related Mortgage Loan
during such month as a result of the relevant bankruptcy proceeding.
The amount of any Interest Loss described in clause (i) of the
preceding paragraph will be allocated among the Base Servicing Fee, the
Supplemental Servicing Fee and the Certificates in accordance with Section
3.08(d). The amount of any Interest Loss described in clause (ii) of the
preceding paragraph will be allocated among the Base Servicing Fee, the
Supplemental Servicing Fee and the Certificates in proportion to the amount
of interest that would have been allocated to the Base Servicing Fee at the
Base Servicing Fee Rate, the Supplemental Servicing Fee at the Supplemental
Servicing Fee Rate and interest at the Remittance Rate, respectively, in
the absence of the Debt Service Reduction.
Interest Settlement Rate: With respect to any Interest Accrual Period,
the rate (expressed as a percentage per annum) for one-month U.S. Dollar
deposits reported by the BBA at 11:00 a.m. London time on the related LIBOR
Determination Date and as it appears on the Designated Telerate Page.
Interest Shortfall: With respect to any Distribution Date and each
Mortgage Loan that during the related Prepayment Period was the subject of
a Voluntary Principal Prepayment or constitutes a Relief Act Mortgage Loan,
an amount determined as follows:
(A) partial principal prepayments: one month's interest at the
applicable Net Mortgage Rate on the amount of such prepayment;
(B) principal prepayments in full received on or after the
sixteenth day of the month preceding the month of such Distribution
Date (or, in the case of the first Distribution Date, on or after the
Cut-off Date) but on or before the last day of the month preceding the
month of such Distribution Date, the difference between (i) one
month's interest at the applicable Net Mortgage Rate on the Scheduled
Principal Balance of such Mortgage Loan immediately prior to such
prepayment and (ii) the amount of interest for the calendar month of
such prepayment (adjusted to the applicable Net Mortgage Rate)
received at the time of such prepayment;
(C) principal prepayments in full received by the Company (or of
which the Company receives notice, in the case of a Mortgage Loan
serviced by a Primary Servicer) on or after the first day but on or
before the fifteenth day of the month of such Distribution Date: none;
and
(D) Relief Act Mortgage Loans: As to any Relief Act Mortgage
Loan, the excess of (i) 30 days' interest (or, in the case of a
Principal Prepayment in full, interest to the date of prepayment) on
the Scheduled Principal Balance thereof (or, in the case of a
Principal Prepayment in part, on the amount so prepaid) at the related
Net Mortgage Rate over (ii) 30 days' interest (or, in the case of a
Principal Prepayment in full, interest to the date of prepayment) on
such Scheduled Principal Balance (or, in the case of a Principal
Prepayment in part, on the amount so prepaid) at the Net Mortgage Rate
required to be paid by the Mortgagor as limited by application of the
Relief Act.
For purposes of the definitions of Net Interest Shortfall and
Supplemental Servicing Fee, the amount of any Interest Shortfall shall be
allocated between the Certificates and the Supplemental Servicing Fee in
proportion to the amount of interest that would have been allocated to the
Certificates (at the Remittance Rate) and the Supplemental Servicing Fee
(at the Supplemental Servicing Fee Rate), respectively, in the absence of
such Interest Shortfall.
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: February 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.
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).
MLCC: Merrill Lynch Credit Corporation, or its successor in interest.
Monthly Advance: With respect to any Distribution Date, the aggregate
of the advances required to be made by the Company pursuant to Section
4.04(a) (or by the Trustee pursuant to Section 4.04(b)) on such
Distribution Date, the amount of any such Monthly Advance being equal to
(a) the aggregate of payments of principal and interest (adjusted to the
related Remittance Rate) on the Mortgage Loans that were due on the related
Due Date, without regard to any arrangements entered into by the Company
with the related Mortgagors pursuant to Section 3.02(a)(ii), and delinquent
as of the close of business on the Business Day next preceding the related
Determination Date, less (b) the amount of any such payments which the
Company or the Trustee, as applicable, in its reasonable judgment believes
will not be ultimately recoverable by it either out of late payments by the
Mortgagor, Net Liquidation Proceeds, Insurance Proceeds, REO Proceeds or
otherwise. With respect to any Mortgage Loan, the portion of any such
advance or advances made with respect thereto.
Monthly Payment: The scheduled monthly payment on a Mortgage Loan for
any month allocable to principal or interest on such Mortgage Loan.
Moody's: Moody's Investors Service, Inc. and its successors.
Mortgage: The mortgage or deed of trust creating a first lien on a fee
simple interest or leasehold estate in real property securing a Mortgage
Note.
Mortgage 100SM Loan: A Mortgage Loan identified on Exhibit N hereof
that has a Loan-to-Value Ratio at origination in excess of 80.00% and that
is secured by Additional Collateral and does not have a Primary Insurance
Policy.
Mortgage File: The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan and any additional documents
required to be added to such documents pursuant to this Agreement.
Mortgage Loan Payment Record: The record maintained by the Company
pursuant to Section 3.02(b).
Mortgage Loan Schedule: As of any date of determination, the schedule
of Mortgage Loans included in the Trust Fund. The initial schedule of
Mortgage Loans as of the Cut-off Date is attached hereto as Exhibit C.
Mortgage Loans: As of any date of determination, each of the mortgage
loans identified on the Mortgage Loan Schedule (as amended pursuant to
Section 2.03(b)) delivered and assigned to the Trustee pursuant to Section
2.01 or 2.03(b), and not theretofore released from the Trust Fund by the
Trustee.
Mortgage Note: With respect to any Mortgage Loan, the note or other
evidence of indebtedness (which may consist of a Confirmatory Mortgage
Note) evidencing the indebtedness of a Mortgagor under such Mortgage Loan.
Mortgage Pool: The aggregate of the Mortgage Loans identified in the
Mortgage Loan Schedule.
Mortgage Rate: The per annum rate of interest borne by a Mortgage Loan
as set forth in the related Mortgage Note.
Mortgaged Property: The underlying real property securing the Mortgage
Loan, or with respect to a Cooperative Loan, the related Proprietary Lease
and Cooperative Stock.
Mortgagor: With respect to any Mortgage Loan, each obligor on the
related Mortgage Note.
Net Interest Shortfall: With respect to any Distribution Date, the
excess, if any, of the aggregate Interest Shortfalls allocable to the
Certificates (as determined in accordance with the definition of Interest
Shortfall) for such Distribution Date over any Compensating Interest
Payment for such date.
Net Liquidation Proceeds: As to any Liquidated Mortgage Loan, the sum
of (i) any Liquidation Proceeds therefor less the related Liquidation
Expenses, and (ii) any Insurance Proceeds therefor, other than any such
Insurance Proceeds applied to the restoration of the related Mortgaged
Property.
Net Mortgage Rate: With respect to any Mortgage Loan, the related
Mortgage Rate less the applicable Base Servicing Fee Rate.
Non-Book-Entry Certificate: Any Certificate other than a Book-Entry
Certificate.
Non-Discount Mortgage Loan: Any Mortgage Loan with a Net Mortgage Rate
greater than or equal to 6.25% per annum.
Non-permitted Foreign Holder: As defined in Section 5.02(b).
Non-PO Percentage: As to any Discount Mortgage Loan, a fraction
(expressed as a percentage), the numerator of which is the Net Mortgage
Rate of such Discount Mortgage Loan and the denominator of which is 6.25%.
As to any Non-Discount Mortgage Loan, 100%.
Non-Primary Residence Loan: Any Mortgage Loan secured by a Mortgaged
Property that is (on the basis of representations made by the Mortgagors at
origination) a second home or investor-owned property.
Nonrecoverable Advance: All or any portion of any Monthly Advance or
Monthly Advances previously made by the Company (or the Trustee) which, in
the reasonable judgment of the Company (or, as applicable, the Trustee)
will not be ultimately recoverable from related Net Liquidation Proceeds,
Insurance Proceeds, REO Proceeds or otherwise. The determination by the
Company that it has made a Nonrecoverable Advance or that any advance, if
made, would constitute a Nonrecoverable Advance, shall be evidenced by an
Officer's Certificate of the Company delivered to the Trustee and detailing
the reasons for such determination.
Non-U.S. Person: As defined in Section 4.02(c).
Notional Certificate: None.
Notional Component: None.
Notional Component Balance: None.
Notional Principal Balance: None.
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 6.25% over the
Net Mortgage Rate of such Discount Mortgage Loan and the denominator of
which is 6.25%. As to any Non-Discount Mortgage Loan, 0%.
PO Principal Distribution Amount: As to any Distribution Date, an
amount equal to the sum of the applicable PO Percentage of:
(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.
Pool Scheduled Principal Balance: With respect to any Distribution
Date, the aggregate Scheduled Principal Balance of all the Mortgage Loans
that were Outstanding Mortgage Loans on the Due Date in the month next
preceding the month of such Distribution Date (or, in the case of the first
Distribution Date, the Cut-off Date; or, if so specified, such other date).
Prepayment Assumption: The assumed fixed schedule of prepayments on a
pool of new mortgage loans with such schedule given as a monthly sequence
of prepayment rates, expressed as annualized percent values. These values
start at 0.2% per year in the first month, increase by 0.2% per year in
each succeeding month until month 30, ending at 6.0% per year. At such
time, the rate remains constant at 6.0% per year for the balance of the
remaining term. Multiples of the Prepayment Assumption are calculated from
this prepayment rate series.
Prepayment Assumption Multiple: 275% of the Prepayment Assumption.
Prepayment Distribution Trigger: As of any Distribution Date and as to
each Class of Class B Certificates, the related Prepayment Distribution
Trigger is satisfied if (x) the fraction, expressed as a percentage, the
numerator of which is the aggregate Class Certificate Principal Balance of
such Class and each Class subordinate thereto, if any, on such Distribution
Date, and the denominator of which is the Pool Scheduled Principal Balance
for such Distribution Date, equals or exceeds (y) such percentage
calculated as of the Closing Date.
Prepayment Interest Excess: As to any Voluntary Principal Prepayment
in full received from the first day through the fifteenth day of any
calendar month (other than the calendar month in which the Cut-off Date
occurs), all amounts paid in respect of interest on such Principal
Prepayment. For purposes of determining the amount of Prepayment Interest
Excess for any month, a Voluntary Principal Prepayment in full with respect
to a Mortgage Loan serviced by a Primary Servicer shall be deemed to have
been received when the Company, as servicer, receives notice thereof. All
Prepayment Interest Excess shall be retained by the Company, as servicer,
as additional servicing compensation.
Prepayment Period: With respect to any Distribution Date and any
Voluntary Principal Prepayment in part or other Principal Prepayment other
than a Voluntary Principal Prepayment in full, the calendar month preceding
the month of such Distribution Date; with respect to any Distribution Date
and any Voluntary Principal Prepayment in full, the period beginning on the
sixteenth day of the calendar month preceding the month of such
Distribution Date (or, in the case of the first Distribution Date,
beginning on the Cut-off Date) and ending on the fifteenth day of the month
in which such Distribution Date occurs.
Primary Insurance Policy: The certificate of private mortgage
insurance relating to a particular Mortgage Loan, or an electronic screen
print setting forth the information contained in such certificate of
private mortgage insurance, including, without limitation, information
relating to the name of the mortgage insurance carrier, the certificate
number, 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 Only Certificate: Any Class PO Certificate.
Principal Only Component: None.
Principal Prepayment: Any payment or other recovery of principal on a
Mortgage Loan (including, for this purpose, any refinancing permitted by
Section 3.01 and any REO Proceeds treated as such pursuant to Section
3.08(b)) which is received in advance of its scheduled Due Date and is not
accompanied by an amount of interest representing scheduled interest for
any month subsequent to the month of prepayment.
Private Placement Memorandum: The private placement memorandum
relating to the Restricted Junior Certificates dated February 19, 1999.
Prohibited Transaction Exemption: U.S. Department of Labor Prohibited
Transaction Exemption 91-14, 56 Fed. Reg. 7413, February 22, 1991.
Property Protection Expenses: With respect to any Mortgage Loan,
expenses paid or incurred by or for the account of the Company in
accordance with the related Mortgage for (a) real estate property taxes and
property repair, replacement, protection and preservation expenses and (b)
similar expenses reasonably paid or incurred to preserve or protect the
value of such Mortgage to the extent the Company is not reimbursed therefor
pursuant to the Primary Insurance Policy, if any, or any other insurance
policy with respect thereto.
Proprietary Lease: With respect to a Cooperative Loan, the proprietary
lease(s) or occupancy agreement with respect to the Cooperative Apartment
occupied by the Mortgagor and relating to the related Cooperative Stock,
which lease or agreement confers an exclusive right to the holder of such
Cooperative Stock to occupy such apartment.
Purchase Price: With respect to any Mortgage Loan required or
permitted to be purchased hereunder from the Trust Fund, an amount equal to
100% of the unpaid principal balance thereof plus interest thereon at the
applicable Mortgage Rate from the date to which interest was last paid to
the first day of the month in which such purchase price is to be
distributed; provided, however, that if the Company is the servicer
hereunder, such purchase price shall be net of unreimbursed Monthly
Advances with respect to such Mortgage Loan, and the interest component of
the Purchase Price may be computed on the basis of the Remittance Rate for
such Mortgage Loan.
QIB: A "qualified institutional buyer" as defined in Rule 144A under
the Securities Act of 1933, as amended.
Rating Agency: Any statistical credit rating agency, or its successor,
that rated any of the Certificates at the request of the Company at the
time of the initial issuance of the Certificates. If such agency or a
successor is no longer in existence, "Rating Agency" shall be such
statistical credit rating agency, or other comparable Person, designated by
the Company, notice of which designation shall be given to the Trustee.
References herein to the two highest long-term rating categories of a
Rating Agency shall mean such ratings without any modifiers. As of the date
of the initial issuance of the Certificates, the Rating Agencies are Fitch
and S&P; except that for purposes of the Junior Certificates, other than
the Class B5 Certificates, S&P shall be the sole Rating Agency. The Class
B5 Certificates are issued without ratings.
Realized Loss: Any (i) Deficient Valuation or (ii) as to any
Liquidated Mortgage Loan, (x) the unpaid principal balance of such
Liquidated Mortgage Loan plus accrued and unpaid interest thereon at the
Net Mortgage Rate through the last day of the month of such liquidation
less (y) the related Liquidation Proceeds and Insurance Proceeds (as
reduced by the related Liquidation Expenses).
Record Date: The last Business Day of the month immediately preceding
the month of the related Distribution Date.
Reference Banks: As defined in Section 5.08.
Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended.
Relief Act Mortgage Loan: Any Mortgage Loan as to which the Monthly
Payment thereof has been reduced due to the application of the Relief Act.
REMIC: A "real estate mortgage investment conduit" within the meaning
of section 860D of the Code.
REMIC Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at sections 860A
through 860G of Part IV of Subchapter M of Chapter 1 of the Code, and
related provisions, and U.S. Office of the Treasury temporary or final
regulations promulgated thereunder, as the foregoing may be in effect from
time to time, as well as provisions of applicable state laws.
Remittance Rate: With respect to any Mortgage Loan, the related
Mortgage Rate less the sum of the applicable Base Servicing Fee Rate and
the Supplemental Servicing Fee Rate.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated
Mortgage Loan and as to which the related Mortgaged Property is held as
part of the Trust Fund.
REO Proceeds: Proceeds, net of any related expenses of the Company,
received in respect of any REO Mortgage Loan (including, without
limitation, proceeds from the rental of the related Mortgaged Property).
Required Surety Payment: With respect to any Pledged Asset Mortgage
Loan that becomes a Liquidated Mortgage Loan, the lesser of (i) the
principal portion of the Realized Loss with respect to such Mortgage Loan
and (ii) the excess, if any, of (a) the amount of Additional Collateral
required at origination with respect to such Mortgage Loan which is covered
by the Surety Bond over (b) the net proceeds realized by MLCC from the
liquidation of the related Additional Collateral.
Reserve Fund: None.
Reserve Interest Rate: As defined in Section 5.08.
Residual Certificate: Any Class R Certificate.
Responsible Officer: When used with respect to the Trustee, any
officer or assistant officer assigned to and working in the Corporate Trust
Department of the Trustee and, also, with respect to a particular matter,
any other officer to whom such matter is referred because of such officer's
knowledge of and familiarity with the particular subject.
Restricted Certificate: Any Restricted Junior Certificate or Class PO
Certificate.
Restricted Junior Certificate: Any Class B3, Class B4 or Class B5
Certificate.
S&P: Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc., and its successors.
SAIF: The Savings Association Insurance Fund of the FDIC, or its
successor in interest.
Scheduled Balance: As to any Distribution Date and any Class of
Scheduled Certificates and any Scheduled Component, the balance designated
as such for such Distribution Date and such Class or Component as set forth
in the Principal Balance Schedules.
Scheduled Certificate: None.
Scheduled Component: None.
Scheduled Principal Balance: As to any Mortgage Loan and Distribution
Date, the principal balance of such Mortgage Loan as of the Due Date in the
month next preceding the month of such Distribution Date (or, if so
specified, such other date) as specified in the amortization schedule at
the time relating to such Mortgage Loan (before any adjustment to such
amortization schedule by reason of any bankruptcy or similar proceeding or
any moratorium or similar waiver or grace period) after giving effect to
any previous Principal Prepayments, Deficient Valuations incurred
subsequent to the Bankruptcy Coverage Termination Date, adjustments due to
the application of the Relief Act and the payment of principal due on such
Due Date, irrespective of any delinquency in payment by the related
Mortgagor. As to any Mortgage Loan and the Cut-off Date, the "unpaid
balance" thereof specified in the initial Mortgage Loan Schedule.
Security Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock and Proprietary Lease.
Senior Certificate: Any Certificate other than a Junior Certificate.
Senior Certificate Principal Balance: As of any Distribution Date, an
amount equal to the sum of the Certificate Principal Balances of the Senior
Certificates (other than any Class PO Certificates). Senior Optimal
Principal Amount: As to any Distribution Date, an amount equal to the sum
of:
(i) the Senior Percentage of the applicable Non-PO Percentage of the
principal portion of each Monthly Payment due on the related Due Date on
each Outstanding Mortgage Loan as of such Due Date as specified in the
amortization schedule at the time applicable thereto (after adjustments for
previous Principal Prepayments and the principal portion of Debt Service
Reductions subsequent to the Bankruptcy Coverage Termination Date but
before any adjustment to such amortization schedule by reason of any
bankruptcy (except as aforesaid) or similar proceeding or any moratorium or
similar waiver or grace period);
(ii) the Senior Prepayment Percentage of the applicable Non-PO
Percentage of all principal prepayments in part received during the related
Prepayment Period, together with the Senior Prepayment Percentage of the
applicable Non-PO Percentage of the Scheduled Principal Balance of each
Mortgage Loan which was the subject of a Voluntary Principal Prepayment in
full during the related Prepayment Period;
(iii) the lesser of (x) the Senior Percentage of the applicable Non-PO
Percentage of the sum of (A) the Scheduled Principal Balance of each
Mortgage Loan that became a Liquidated Mortgage Loan (other than Mortgage
Loans described in clause (B)) during the related Prepayment Period and (B)
the Scheduled Principal Balance of each Mortgage Loan that was purchased by
an insurer from the Trustee during the related Prepayment Period pursuant
to the related Primary Insurance Policy, as reduced in each case by the
Senior Percentage of the applicable Non-PO Percentage of the principal
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 February 2004 to and
including the Distribution Date in February 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 February 2005 to and
including the Distribution Date in February 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 February 2006 to and
including the Distribution Date in February 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 February 2007 to and
including the Distribution Date in February 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 March 2004
and February 2005, (b) 35% of the Original Subordinate Principal Balance if
such Distribution Date occurs between and including March 2005 and February
2006, (c) 40% of the Original Subordinate Principal Balance if such
Distribution Date occurs between and including March 2006 and February
2007, (d) 45% of the Original Subordinate Principal Balance if such
Distribution Date occurs between and including March 2007 and February 2008
and (e) 50% of the Original Subordinate Principal Balance if such
Distribution Date occurs during or after March 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 March 2004 and
February 2005, (b) 15% of the Original Subordinate Principal Balance if
such Distribution Date occurs between and including March 2005 and February
2006, (c) 20% of the Original Subordinate Principal Balance if such
Distribution Date occurs between and including March 2006 and February
2007, (d) 25% of the Original Subordinate Principal Balance if such
Distribution Date occurs between and including March 2007 and February
2008, and (e) 30% of the Original Subordinate Principal Balance if such
Distribution Date occurs during or after March 2008.
Servicer's Certificate: A certificate, completed by and executed on
behalf of the Company by a Servicing Officer in accordance with Section
4.06, substantially in the form of Exhibit D hereto or in such other form
as the Company and the Trustee shall agree.
Servicing Fee: As to any Mortgage Loan and Distribution Date, the sum
of (a) the Base Servicing Fee and (b) the Supplemental Servicing Fee.
Servicing Officer: Any officer of the Company involved in, or
responsible for, the administration and servicing of the Mortgage Loans
whose name appears on a list of servicing officers attached to an Officer's
Certificate furnished to the Trustee by the Company, as such list may from
time to time be amended.
Single Certificate: A Certificate with an Initial Certificate
Principal Balance, or initial Notional Principal Balance, of $1,000 or, in
the case of a Class of Certificates issued with an initial Class
Certificate Principal Balance or initial Notional Principal Balance of less
than $1,000, such lesser amount.
Special 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 $4,095,254 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).
Subordinate Certificates: As to any date of determination, first, the
Class B5 Certificates until the Class Certificate Principal Balance thereof
has been reduced to zero; second, the Class B4 Certificates until the Class
Certificate Principal Balance thereof has been reduced to zero; third, the
Class B3 Certificates until the Class Certificate Principal Balance thereof
has been reduced to zero; fourth, the Class B2 Certificates until the Class
Certificate Principal Balance thereof has been reduced to zero; fifth, the
Class B1 Certificates until the Class Certificate Principal Balance thereof
has been reduced to zero; and sixth, the Class M Certificates until the
Class Certificate Principal Balance thereof has been reduced to zero.
Subordinate Certificate Writedown Amount: As to any Distribution Date,
first, any amount distributed to the Class PO Certificates on such
Distribution Date pursuant to Section 4.01(a)(iv) and second, after giving
effect to the application of clause first above, the amount by which (i)
the sum of the Class Certificate Principal Balances of all the Certificates
(after giving effect to the distribution of principal and the application
of Realized Losses in reduction of the Certificate Principal Balances of
the related Certificates on such Distribution Date) exceeds (ii) the Pool
Scheduled Principal Balance on the first day of the month of such
Distribution Date less any Deficient Valuations occurring on or prior to
the Bankruptcy Coverage Termination Date.
Substitution Amount: With respect to any Mortgage Loan substituted
pursuant to Section 2.03(b), the excess of (x) the Scheduled Principal
Balance of the Mortgage Loan that is substituted for, over (y) the
Scheduled Principal Balance of the related substitute Mortgage Loan, each
balance being determined as of the date of substitution.
Supplemental Servicing Fee: As to any Mortgage Loan and Distribution
Date, an amount equal to the product of (i) the Scheduled Principal Balance
of such Mortgage Loan as of the Due Date in the preceding calendar month
and (ii) the Supplemental Servicing Fee Rate for such Mortgage Loan. The
Supplemental Servicing Fee for any Distribution Date shall be reduced by
its allocable share of Interest Shortfalls (as provided in the definition
thereof) and any Interest Losses (in accordance with Section 3.08(d)).
Supplemental Servicing Fee Rate: As to any Mortgage Loan and
Distribution Date, a fixed rate per annum equal to the excess, if any, of
the Net Mortgage Rate thereof over 6.25%.
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), 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, 100% of all Voting Rights shall be allocated among the Classes
of Certificates (and among the Certificates within each Class of
Certificates) 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 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:
(i) the Mortgage with evidence of recording indicated thereon
(other than with respect to a Cooperative Loan);
(ii) a copy of the title insurance policy (other than with
respect to a Cooperative Loan);
(iii) with respect to any Mortgage that has been assigned to the
Company, the related recorded intervening assignment or assignments of
Mortgage, showing a complete chain of assignment from the originator
to the Company (other than with respect to a Cooperative Loan); and
(iv) with respect to any Cooperative Loan that has been assigned
to the Company, the related filed intervening UCC-3 financing
statements (not previously delivered pursuant to Section
2.01(b)(2)(vii)), showing a complete chain of assignment from the
named originator to the Company.
Pending such delivery, the Company shall retain in its files (a) copies of the
documents described in clauses (i) and (iii) of the preceding sentence, without
evidence of recording thereon, and (b) title insurance binders with respect to
the Mortgage Loans (other than with respect to a Cooperative Loan). The Company
shall also retain in its files evidence of any primary mortgage insurance
relating to the Mortgage Loans during the period when the related insurance is
in force. Such evidence shall consist, for each Mortgage Loan, of a certificate
of private mortgage insurance relating to such Mortgage Loan or an electronic
screen print setting forth the information contained in such certificate of
private mortgage insurance, including, without limitation, information relating
to the name of the mortgage insurance carrier, the certificate number, the loan
amount, the property address, the effective date of coverage, the amount of
coverage and the expiration date of the policy. (The copies of the Mortgage,
intervening assignments of Mortgage, if any, title insurance binder and the
Primary Insurance Policy, if any, described in the second and third preceding
sentences are collectively referred to herein as the "Document File" with
respect to each Mortgage Loan.) The Company shall advise the Trustee in writing
if such delivery to the Trustee shall not have occurred on or before the first
anniversary of the Closing Date. The Company shall promptly furnish to the
Trustee the documents included in the Document Files (other than any such
documents previously delivered to the Trustee as originals or copies) either (a)
upon the written request of the Trustee or (b) when the Company or the Trustee
obtains actual notice or knowledge of a Trigger Event. The Trustee shall have no
obligation to request delivery of the Document Files unless a Responsible
Officer of the Trustee has actual notice or knowledge of the occurrence of a
Trigger Event.
In the case of Mortgage Loans which have been prepaid in full after the
Cut-off Date and prior to the date of execution and delivery of this Agreement,
the Company, in lieu of delivering the above documents to the Trustee, herewith
delivers to the Trustee a certification of a Servicing Officer of the nature set
forth in Section 3.09.
(d) The Company shall not be required to record the assignments of the
Mortgages referred to in Section 2.01(b)(1)(iii) or file the UCC-3 assignments
referred to in Section 2.01(b)(2)(ix) to the Trustee unless the Company or the
Trustee obtains actual notice or knowledge of the occurrence of any Trigger
Event; provided, however, that such recording or filing shall not be required if
the Company delivers to the Trustee a letter from each Rating Agency to the
effect that the failure to take such action will not cause such Rating Agency to
reduce or withdraw its then current ratings of the Certificates. The party
obtaining actual notice or knowledge of any of such events shall give the other
party prompt written notice thereof. For purposes of the foregoing (as well as
for purposes of determining whether the Company shall be required to deliver the
Document Files to the Trustee following the occurrence of a Trigger Event), the
Company shall be deemed to have knowledge of any such downgrading referred to in
the definition of Trigger Event if, in the exercise of reasonable diligence, the
Company has or should have had knowledge thereof. As promptly as practicable
subsequent to the Company's delivery or receipt of such written notice, as the
case may be, the Company shall insert the recording or filing information in the
assignments of the Mortgages or UCC-3 assignments to the Trustee and shall cause
the same to be recorded or filed, at the Company's expense, in the appropriate
public office for real property records or UCC financing statements, except that
the Company need not cause to be so completed and recorded any assignment of
mortgage which relates to a Mortgage Loan secured by property in a jurisdiction
under the laws of which, on the basis of an Opinion of Counsel reasonably
satisfactory to the Trustee and satisfactory to each Rating Agency (as evidenced
in writing), recordation of such assignment is not necessary to protect the
Trustee against discharge of such Mortgage Loan by the Company or any valid
assertion that any Person other than the Trustee has title to or any rights in
such Mortgage Loan. In the event that the Company fails or refuses to record or
file the assignment of Mortgages or UCC-3 financing statement in the
circumstances provided above, the Trustee shall record or cause to be recorded
or filed such assignment or UCC-3 financing statement at the expense of the
Company. In connection with any such recording or filing, the Company shall
furnish such documents as may be reasonably necessary to accomplish such
recording or filing. Notwithstanding the foregoing, at any time the Company may
record or file, or cause to be recorded or filed, the assignments of Mortgages
or UCC-3 financing statement at the expense of the Company.
Section 2.02. Acceptance by Trustee. Subject to the examination hereinafter
provided, the Trustee acknowledges receipt of the Mortgage Notes, the
assignments of the Mortgages to the Trustee, the assumption and modification
agreements, if any, the documents specified in Section 2.01(b)(2) (subject to
any permitted delayed delivery of the documents described in Section
2.01(c)(iv)), and the Designated Loan Closing Documents, if any, delivered
pursuant to Section 2.01, and declares that the Trustee holds and will hold such
documents and each other document delivered to it pursuant to Section 2.01 in
trust, upon the trusts herein set forth, for the use and benefit of all present
and future Certificateholders. The Trustee agrees, for the benefit of
Certificateholders, to review each Mortgage File within 45 days after (i) the
execution and delivery of this Agreement, in the case of the Mortgage Notes, the
assignments of the Mortgages to the Trustee, the assumption and modification
agreements, if any, the documents specified in Section 2.01(b)(2) (subject to
any permitted delayed delivery of the documents described in Section
2.01(c)(iv)), and the Designated Loan Closing Documents, if any, (ii) delivery
to the Trustee after the Closing Date of the Mortgage Notes and the assumption
and modification agreements, if any, with respect to each Designated Loan, and
(iii) delivery of the recorded Mortgages, title insurance policies, recorded
intervening assignments of Mortgage, if any, and filed intervening 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) No more than 0.50% of the Mortgage Loans constitute Pledged Asset
Mortgage Loans. The Loan-to-Value Ratio of each Mortgage Loan (other than
Pledged Asset Mortgage Loans) was not more than 95.00%. Each 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. Each Primary Insurance
Policy is issued by a private mortgage insurer acceptable to FNMA or FHLMC.
None of the Pledged Asset Mortgage Loans is covered by a Primary Insurance
Policy;
(xii) Each Mortgage Note is payable on the first day of each month in
self-amortizing monthly installments of principal and interest, with
interest payable in arrears, over an original term of not more than fifteen
years. The Mortgage Rate of each Mortgage Note of the related Mortgage Loan
was not less than 6.00% per annum and not greater than 8.75% per annum. The
Mortgage Rate of each Mortgage Note is fixed for the life of the related
Mortgage Loan;
(xiii) Other than with respect to Cooperative Loans, the improvements
on the Mortgaged Properties are insured against loss under a hazard
insurance policy with extended coverage and conforming to the requirements
of Section 3.06 hereof. As of the date of initial issuance of the
Certificates, all such insurance policies are in full force and effect;
(xiv) As of the Cut-off Date, (i) no more than 12.25% of the Mortgage
Loans by Scheduled Principal Balance had a Scheduled Principal Balance of
more than $500,000 and up to and including $750,000; (ii) no more than
5.00% of the Mortgage Loans by Scheduled Principal Balance had a Scheduled
Principal Balance of more than $750,000 and up to and including $1,000,000;
and (iii) no more than 1.75% of the Mortgage Loans by Scheduled Principal
Balance had a Scheduled Principal Balance of more than $1,000,000;
(xv) As of the Cut-off Date, no more than 2.00% of the Mortgage Loans
by Scheduled Principal Balance are secured by Mortgaged Properties located
in any one postal zip code area;
(xvi) As of the Cut-off Date, at least 95.00% of the Mortgage Loans by
Scheduled Principal Balance are secured by Mortgaged Properties determined
by the Company to be the primary residence of the Mortgagor. The basis for
such determination is the making of a representation by the Mortgagor at
origination that he or she intends to occupy the underlying property;
(xvii) As of the Cut-off Date, at least 94.75% of the Mortgage Loans
by Scheduled Principal Balance are secured by one-family detached
residences;
(xviii) As of the Cut-off Date, no more than 3.25% of the Mortgage
Loans by Scheduled Principal Balance are secured by condominiums and, as of
the Cut-off Date, no more than 1.00% of the Mortgage Loans by Scheduled
Principal Balance are secured by two- to four-family residential
properties. As to each condominium or related Mortgage Loan, (a) the
related condominium is in a project that is on the FNMA or FHLMC approved
list, (b) the related condominium is in a project that, upon submission of
appropriate application, could be so approved by either FNMA or FHLMC, (c)
the related Mortgage Loan meets the requirements for purchase by FNMA or
FHLMC, (d) the related Mortgage Loan is of the type that could be approved
for purchase by FNMA or FHLMC but for the principal balance of the related
Mortgage Loan or the pre-sale requirements or (e) the related Mortgage Loan
has been approved by a nationally recognized mortgage pool insurance
company for coverage under a mortgage pool insurance policy issued by such
insurer. As of the Cut-off Date, no more than 0.25% of the Mortgage Loans
by Scheduled Principal Balance are secured by condominiums located in any
one postal zip code area;
(xix) Other than with respect to Cooperative Loans, no Mortgage Loan
is secured by a leasehold interest in the related Mortgaged Property and
each Mortgagor holds fee title to the related Mortgaged Property;
(xx) As of the Cut-off Date, none of the Mortgage Loans constituted
Buydown Mortgage Loans.
(xxi) The original principal balances of the Mortgage Loans range from
$18,900.00 to $1,300,000.00;
(xxii) As of the Cut-off Date, no more than 3.75% of the Mortgage
Loans by Scheduled Principal Balance are secured by second homes and no
more than 1.25% of the Mortgage Loans by Scheduled Principal Balance are
secured by investor-owned properties;
(xxiii) All appraisals have been prepared substantially in accordance
with the description contained under the caption "The Trust Fund - The
Mortgage Loans" in the Company's prospectus dated October 22, 1998,
accompanying the Prospectus Supplement dated February 19, 1999, pursuant to
which certain Classes of the Certificates were publicly offered;
(xxiv) No selection procedures, other than those necessary to comply
with the representations and warranties set forth herein or the description
of the Mortgage Loans made in any disclosure document delivered to
prospective investors in the Certificates, have been utilized in selecting
the Mortgage Loans from the Company's portfolio which would be adverse to
the interests of the Certificateholders;
(xxv) Other than with respect to Cooperative Loans, to the best of the
Company's knowledge, at origination no improvement located on or being part
of a Mortgaged Property was in violation of any applicable zoning and
subdivision laws and ordinances;
(xxvi) None of the Mortgage Loans is a temporary construction loan.
With respect to any Mortgaged Property which constitutes new construction,
the related construction has been completed substantially in accordance
with the specifications therefor and any incomplete aspect of such
construction shall not be material or interfere with the habitability or
legal occupancy of the Mortgaged Property. Mortgage Loan amounts sufficient
to effect any such completion are in escrow for release upon or in
connection with such completion or a performance bond or completion bond is
in place to provide funds for this purpose and such completion shall be
accomplished within 120 days after weather conditions permit the
commencement thereof;
(xxvii) As of the Closing Date, each Mortgage Loan is a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code;
(xxviii) As of the Closing Date, the Company possesses the Document
File with respect to each Mortgage Loan, and, other than with respect to
Cooperative Loans, the related Mortgages and intervening assignment or
assignments of Mortgages, if any, have been delivered to a title insurance
company for recording;
(xxix) As of the Cut-Off Date, none of the Mortgage Loans are
Cooperative Loans. With respect to each Cooperative Loan:
(A) The Security Agreement creates a first lien in the stock
ownership and leasehold rights associated with the related Cooperative
Apartment;
(B) The lien created by the related Security Agreement is a
valid, enforceable and subsisting first priority security interest in
the related Cooperative Stock securing the related Mortgage Note,
subject only to (a) liens of the Cooperative for unpaid assessments
representing the Mortgagor's pro rata share of the Cooperative's
payments for its blanket mortgage, current and future real property
taxes, insurance premiums, maintenance fees and other assessments to
which like collateral is commonly subject and (b) other matters to
which like collateral is commonly subject which do not materially
interfere with the benefits of the security intended to be provided by
the Security Agreement. There are no liens against or security
interest in the Cooperative Stock relating to such Cooperative Loan
(except for unpaid maintenance, assessments and other amounts owed to
the related Cooperative which individually or in the aggregate do not
have a material adverse effect on such Cooperative Loan), which have
priority over the Trustee's security interest in such Cooperative
Stock;
(C) The Cooperative Stock that is pledged as security for the
Mortgage Loan is held by a person as a "tenant-stockholder" within the
meaning of section 216 of the Code, the related Cooperative that owns
title to the related cooperative apartment building is a "cooperative
housing corporation" within the meaning of section 216 of the Code,
and such Cooperative is in material compliance with applicable
federal, state and local laws which, if not complied with, could have
a material adverse effect on the Mortgaged Property; and
(D) There is no prohibition against pledging the Cooperative
Stock or assigning the Proprietary Lease; and
(xxx) With respect to each Mortgage Loan identified on Exhibit C as
having been originated or acquired under the Company's Enhanced Streamlined
Refinance program, the value of the related Mortgaged Property, as of the
date of such origination or acquisition under the Company's Enhanced
Streamlined Refinance program, is no less than the value thereof
established at the time the mortgage loan that is the subject of the
refinancing was originated.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(a) shall survive delivery of the respective Mortgage
Files to the Trustee. Upon discovery by either the Company or the Trustee of a
breach of any of the foregoing representations and warranties which materially
and adversely affects the interests of the Certificateholders in the related
Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other. Subject to the following sentence, within 60 days of its
discovery or its receipt of notice of breach, or, with the prior written consent
of a Responsible Officer of the Trustee, such longer period specified in such
consent, the Company shall cure such breach in all material respects or shall
repurchase such Mortgage Loan from the Trustee or replace such Mortgage Loan
pursuant to Section 2.03(b). Any such repurchase by the Company shall be
accomplished in the manner set forth in Section 2.02, subject to the proviso of
the third-to-last sentence thereof, and at the Purchase Price. It is understood
and agreed that the obligation of the Company to repurchase or replace any
Mortgage Loan as to which a breach occurred and is continuing shall constitute
the sole remedy respecting such breach available to Certificateholders or the
Trustee on behalf of Certificateholders and such obligation of the Company to
repurchase or replace any such Mortgage Loan shall not be assumed by any Person
which may succeed the Company as servicer hereunder, but shall continue as an
obligation of the Company. Notwithstanding the preceding sentence, if a breach
of the representation and warranty of the Company contained in Section
2.03(a)(ix) occurs as a result of a violation of the federal Truth in Lending
Act, 15 U.S.C. ss. 1601 et seq., as amended ("TILA") or any state truth-in
lending or similar statute, and the Trustee or the Trust Fund is named as a
defendant in a TILA suit or a suit under any such statutes in respect of such
violation and liability in respect thereof is imposed upon the Trustee or the
Trust Fund as assignees of the related Mortgage Loan pursuant to Section 1641 of
TILA, or any analogous provision of any such statute, the Company shall
indemnify the Trustee and the Trust Fund from, and hold them harmless against,
any and all losses, liabilities, damages, claims or expenses (including
reasonable attorneys' fees) to which the Trustee and the Trust Fund, or either
of them, become subject pursuant to TILA or any such statute, insofar as such
losses, damages, claims or expenses (including reasonable attorneys' fees)
result from such violation. The Company's obligations under the preceding
sentence shall not impair or derogate from the Company's obligations to the
Trustee under Section 8.05.
(b) If the Company is required to repurchase any Mortgage Loan pursuant to
Section 2.02 or 2.03(a), the Company may, at its option, within the applicable
time period specified in such respective Sections, remove such Defective
Mortgage Loan from the terms of this Agreement and substitute one or more other
mortgage loans for such Defective Mortgage Loan, in lieu of repurchasing such
Defective Mortgage Loan, provided that no such substitution shall occur more
than two years after the Closing Date. Any substitute Mortgage Loan shall (a)
have a Scheduled Principal Balance (together with that of any other Mortgage
Loan substituted for the same Defective Mortgage Loan) as of the first
Distribution Date following the month of substitution not in excess of the
Scheduled Principal Balance of the Defective Mortgage Loan as of such date (the
amount of any difference, plus one month's interest thereon at the respective
Remittance Rate, to be deposited by the Company in the Certificate Account
pursuant to Section 2.02), (b) have a Mortgage Rate not less than, and not more
than one percentage point greater than, the Mortgage Rate of the Defective
Mortgage Loan, (c) have the same Net Mortgage Rate as the Defective Mortgage
Loan, (d) have a remaining term to stated maturity not later than, and not more
than one year less than, the remaining term to stated maturity of the Defective
Mortgage Loan, (e) be, in the reasonable determination of the Company, of the
same type, quality and character as the Defective Mortgage Loan as if the defect
or breach had not occurred, (f) have a ratio of its current principal amount to
its Original Value not greater than that of the removed Mortgage Loan and (g)
be, in the reasonable determination of the Company, in compliance with the
representations and warranties contained in Section 2.03(a) as of the date of
substitution.
The Company shall amend the Mortgage Loan Schedule to reflect the
withdrawal of any Defective Mortgage Loan and the substitution of a substitute
Mortgage Loan therefor. Upon such amendment the Company shall be deemed to have
made as to such substitute Mortgage Loan the representations and warranties set
forth in Section 2.03(a) as of the date of such substitution, which shall be
continuing as long as any Certificate shall be outstanding or this Agreement has
not been terminated, and the remedies for breach of any such representation or
warranty shall be as set forth in Section 2.03(a). Upon such amendment, the
Trustee shall review the Mortgage File delivered to it relating to the
substitute Mortgage Loan, within the time and in the manner and with the
remedies specified in Section 2.02, except that for purposes of this Section
2.03(b) (other than the two-year period specified in the first sentence of the
preceding paragraph of this Section 2.03(b)), such time shall be measured from
the date of the applicable substitution.
Section 2.04. Execution of Certificates. The Trustee has caused to be
executed, countersigned and delivered to or upon the order of the Company, in
exchange for the Mortgage Loans, the Certificates in authorized denominations
evidencing the entire ownership of the Trust Fund.
Section 2.05. 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.
(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 the 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 Remittance Rate to the date of such certification has been credited
to the Mortgage Loan Payment Record, release the related Mortgage File to the
Company whereupon the Company may cancel the related Mortgage Note. Upon request
by the Company after the execution and delivery of this Agreement, the Trustee
shall furnish the Company with any powers of attorney and other documents
necessary or appropriate to enable the Company to carry out its servicing and
administrative duties hereunder. Except as otherwise provided herein, the
Company shall maintain servicing standards substantially equivalent to those
required for approval by FNMA or FHLMC. The Company shall not agree to any
modification of the material terms of any Mortgage Loan except as provided in
the second sentence of Section 3.02(a) and in Section 3.07. The Company shall
not release any portion of any Mortgaged Property from the lien of the related
Mortgage unless the related Mortgage Loan would be a "qualified mortgage" within
the meaning of the REMIC Provisions following such release.
(c) [Intentionally Omitted.]
(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
Remittance Rate on the Mortgage Loan received from the related Mortgagor,
including any Buydown Funds applied with respect to interest at the
applicable Remittance Rate on any Buydown Mortgage Loan;
(iii) All Liquidation Proceeds received by the Company with respect to
such Mortgage Loan and the Purchase Price for any Mortgage Loan purchased
by the Company pursuant to Sections 2.02, 2.03 and 3.16 (including any
amounts received in respect of a substitution of a Mortgage Loan);
(iv) All Insurance Proceeds (including, for this purpose, any amounts
required to be credited by the Company pursuant to the last sentence of
Section 3.06) received by the Company for the benefit of the Trust Fund,
other than proceeds to be applied to the restoration or repair of the
property subject to the related Mortgage or released, or to be released, to
the related Mortgagor in accordance with the normal servicing procedures of
the Company;
(v) All REO Proceeds;
(vi) All Unanticipated Recoveries; and
(vii) All amounts received by the Company with respect to any Pledged
Asset Mortgage Loan pursuant to the liquidation of any Additional
Collateral or pursuant to any recovery under the Surety Bond in accordance
with Section 4.09.
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 need be kept in effect if doing so would
violate applicable law. The Company shall not cancel or refuse to renew any such
Primary Insurance Policy applicable to a Mortgage Loan that is in effect at the
Closing Date and is required to be kept in force hereunder unless the
replacement Primary Insurance Policy for such canceled or non-renewed policy is
maintained with an insurer whose claims-paying ability is acceptable to each
Rating Agency for mortgage pass-through certificates having ratings equal to or
better than the ratings then assigned to the Certificates by such Rating Agency.
The Company agrees to effect the timely payment of the premium on each Primary
Insurance Policy, and such costs not otherwise recoverable shall be recoverable
by the Company from related Insurance Proceeds and Liquidation Proceeds pursuant
to Section 3.04.
(b) In connection with its activities as administrator and servicer of the
Mortgage Loans, the Company agrees to present, on behalf of itself, the Trustee
and the Certificateholders, claims to the insurer under each Primary Insurance
Policy and, in this regard, to take such reasonable action as shall be necessary
to permit recovery under any Primary Insurance Policy respecting a related
defaulted Mortgage Loan. To the extent provided in Section 3.02(b), any amounts
collected by the Company under any Primary Insurance Policy in respect of the
Mortgage Loans (including, without limitation, a Mortgage Loan purchased by a
related insurer) shall be credited to the Mortgage Loan Payment Record.
Section 3.06. Maintenance of Hazard Insurance. The Company shall cause to
be maintained for each Mortgage Loan, other than a Cooperative Loan, hazard
insurance with a standard mortgagee clause and with extended coverage in an
amount which is at least equal to the maximum insurable value of the
improvements securing such Mortgage Loan from time to time or the principal
balance owing on such Mortgage Loan from time to time, whichever is less. The
Company shall also maintain on property (other than Cooperative Apartments)
acquired upon foreclosure, or by deed in lieu of foreclosure, hazard insurance
with extended coverage in an amount which is at least equal to the lesser of (i)
the maximum insurable value from time to time of the improvements which are a
part of such property or (ii) the unpaid principal balance of such Mortgage Loan
at the time of such foreclosure or deed in lieu of foreclosure plus accrued
interest and the good-faith estimate of the Company of related Liquidation
Expenses to be incurred in connection therewith. To the extent provided in
Section 3.02(b)(iv), amounts collected by the Company under any such policies in
respect of the Mortgage Loans shall be credited to the Mortgage Loan Payment
Record. Such costs shall be recoverable by the Company pursuant to Sections 3.03
and 3.04. In cases in which property securing any Mortgage Loan other than a
Cooperative Loan is located in a federally designated flood area, the hazard
insurance to be maintained for such Mortgage Loan shall include flood insurance.
All such flood insurance shall be in such amounts as are required under
applicable guidelines of FNMA. The Company shall be under no obligation to
require that any Mortgagor maintain earthquake or other additional insurance and
shall be under no obligation itself to maintain any such additional insurance on
property acquired in respect of a Mortgage Loan, other than pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance. If the Company shall obtain and maintain a
blanket policy insuring against hazard losses on all of the Mortgage Loans
(whether or not including Cooperative Loans), it shall conclusively be deemed to
have satisfied its obligations as set forth in the first sentence of this
Section 3.06, it being understood and agreed that such policy may contain a
deductible clause, in which case the Company shall, in the event that there
shall not have been maintained on the 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 an REO Mortgage Loan shall be treated as a Principal
Prepayment received in respect of such Mortgage Loan.
(c) In the event that the Trust Fund acquires any Mortgaged Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Company shall dispose of such Mortgaged Property prior to the
close of the third calendar year after the year of its acquisition by the Trust
Fund unless (a) the Trustee shall have been supplied with an Opinion of Counsel
to the effect that the holding by the Trust Fund of such Mortgaged Property
subsequent to such period (and specifying the period beyond such period for
which the Mortgaged Property may be held) will not result in the imposition of
taxes on "prohibited transactions" of the Trust Fund as defined in section 860F
of the Code, or cause 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 among the Base
Servicing Fee at the Base Servicing Fee Rate, the Supplemental Servicing Fee at
the Supplemental Servicing Fee Rate and interest at the Remittance Rate in
proportion to the amount of such accrued interest which would have been
allocated to each such category in the absence of any shortfall. The resulting
Interest Loss shall be allocated among each such category in the same proportion
as described in the preceding sentence. The portion so allocated to interest at
the Remittance Rate shall be allocated to the Certificates for purposes of
making the allocation specified in the definition of Certificate Interest Loss.
(e) Notwithstanding anything to the contrary contained herein, the Company
shall have the right to enter into an agreement substantially in the form of
Exhibit K hereto with any Person that is the Holder of 100% of the Class B5
Certificates (provided that such form may be revised to delete the option on the
part of such Person to purchase a defaulted Mortgage Loan as set forth in
Section 2.02(f) thereof). Prior to entering into any such agreement with any
Person, the Company shall obtain a certification from such Person to the effect
that (i) such Person is not an "affiliate" (within the meaning of the Prohibited
Transaction Exemption) of the Trustee and (ii) such Person will not purchase any
Certificates if such purchase would cause such Person to hold more than a ten
percent interest in the Mortgage Pool. It is understood that the right of the
Company to be reimbursed for Monthly Advances and Nonrecoverable Advances under
this Agreement shall not be affected in any way by the provisions of any such
agreement. The Trustee hereby agrees to perform such obligations as may be
expressly required of it pursuant to the provisions of such agreement and to
promptly notify each party to such agreement if a Responsible Officer of the
Trustee (with direct responsibility for administration of this Agreement)
becomes aware of any discussions, plans or events that might lead to the
Trustee's becoming an "affiliate" (within the meaning of the Prohibited
Transaction Exemption) of any Person with which the Company has entered into
such agreement, provided that the contents of any such notification shall be
kept confidential by the parties to such agreement. The Company agrees to
promptly notify the Trustee upon entering into any such agreement. In addition,
the Company shall provide the Trustee with such information as may be necessary
for the Trustee to perform its obligations thereunder, including written
instructions, clearly identifying the source, amount and application of funds to
be deposited or withdrawn from the Collateral Fund (as defined in such
agreement). The Trustee shall provide the Company with such information
concerning credits and debits to the Collateral Fund on account of income, gains
and losses realized from Collateral Fund Permitted Investments (as defined in
such agreement), and costs associated with the purchase and sale thereof, as the
Company may request in order to prepare the instructions described in the
preceding sentence.
In addition, subject to the provisions of the preceding paragraph, the
Company shall have the right to enter into an agreement substantially in the
form of Exhibit K hereto with the Person that is the Holder of 100% of the Class
B4 Certificates, provided that (i) such Person is also the Holder of 100% of the
Class B5 Certificates, (ii) such Person shall have no rights under such
agreement until the date on which the Class Certificate Principal Balance of the
Class B5 Certificates has been reduced to zero, and (iii) any rights of such
Person under such agreement shall terminate in the event that such Person
transfers, directly or indirectly, the Class B4 Certificates to any other
Person.
Section 3.09. Trustee to Cooperate; Release of Mortgage Files. Upon the
payment in full of any Mortgage Loan, the Company will immediately notify the
Trustee by a certification (which certification shall include a statement to the
effect that all amounts received in connection with such payment which are
required to be credited to the Mortgage Loan Payment Record pursuant to Section
3.02 have been so credited) of a Servicing Officer and shall request delivery to
it of the Mortgage File. If a Buydown Mortgage Loan is the subject of a
Principal Prepayment in full during the related Buydown Period, the related
Buydown Funds will be applied or returned to the Person entitled thereto in
accordance with the terms of such Buydown Mortgage Loan. Upon receipt of such
certification and request in form satisfactory to the Trustee, the Trustee shall
promptly, but in any event within five Business Days, release the related
Mortgage File to the Company; provided, that the Trustee shall not be
responsible for any delay in the release of a Mortgage File resulting from acts
beyond its control, including without limitation, acts of God, strikes,
lockouts, riots, acts of war or terrorism, epidemics, nationalization,
governmental regulations imposed after the fact, fire, communication line
failures, computer viruses, power failures, earthquakes or other disasters. Upon
any such payment in full, the Company is authorized to execute, pursuant to the
authorization contained in Section 3.01, an instrument of satisfaction regarding
such Mortgage, which instrument of satisfaction shall be recorded by the Company
if required by applicable law and be delivered to the Person entitled thereto,
it being understood and agreed that no expenses incurred in connection with such
instrument of satisfaction shall be reimbursed from amounts at the time credited
to the Mortgage Loan Payment Record. From time to time and as appropriate for
the servicing or foreclosure of any Mortgage Loan (including, without
limitation, collection under any Primary Insurance Policy), the Trustee shall,
upon request of the Company and delivery to the Trustee of a receipt signed by a
Servicing Officer, release the related Mortgage File to the Company and shall
execute such documents as shall be necessary to the prosecution of any such
proceedings. Such receipt shall obligate the Company to return the Mortgage File
to the Trustee when the need therefor by the Company no longer exists unless the
Mortgage Loan shall be liquidated, in which case, upon receipt of a certificate
of a Servicing Officer similar to that hereinabove specified, the receipt shall
be released by the Trustee to the Company.
Section 3.10. Servicing Compensation; Payment of Certain Expenses by the
Company. (a) As compensation for its activities and obligations hereunder, the
Company shall be entitled to withhold and pay to itself out of each payment
received by it on account of interest on each Mortgage Loan (including the
portion of any Buydown Funds applied to the related Buydown Mortgage Loan for
the applicable period) an amount equal to the Servicing Fee. The aggregate of
the Servicing Fees payable to the Company on any Distribution Date shall be
reduced by the amount of any Compensating Interest Payment for such Distribution
Date. Additional servicing compensation in the form of Prepayment Interest
Excess, assumption fees, modification fees, late payment charges, interest
income or gain with respect to amounts deposited in the Certificate Account and
invested by the Company or otherwise shall be retained by the Company, subject
to Section 3.10(b), if applicable. The Company shall be required to pay all
expenses incurred by it in connection with its activities hereunder (including
payment of Trustee fees and all other fees and expenses not expressly stated
hereunder to be for the account of the Certificateholders) and shall not be
entitled to reimbursement therefor except as provided in Sections 3.01, 3.03,
3.04 and 3.08.
(b) The Company may, as a condition to granting any request by a Mortgagor
for any consent, modification, waiver or amendment or any other matter or thing,
the granting of which is in the Company's discretion pursuant to the terms of
the instruments evidencing or securing the related Mortgage Loan and is
permitted by other sections of this Agreement, require (to the extent permitted
by applicable law) that such Mortgagor pay to it a reasonable or customary fee
in accordance with the schedule set forth as Exhibit H (which may be amended
from time to time by provision of a revised schedule of such fees to the
Trustee, whereupon such revised schedule shall be deemed to be Exhibit H
hereunder) for the additional services performed in connection with such
request, together with any related costs and expenses incurred by it. Such fees
shall be additional servicing compensation to the Company.
Section 3.11. Reports to the Trustee; Certificate Account Statements. Not
later than 15 days after each Distribution Date, the Company shall forward to
the Trustee a statement, certified by a Servicing Officer, setting forth the
status of the Mortgage Loan Payment Record as of the close of business on such
Distribution Date and showing, for the period covered by such statement, the
aggregate of credits to the Mortgage Loan Payment Record for each category of
credit specified in Section 3.02 and each category of debit specified in Section
3.04.
Section 3.12. Annual Statement as to Compliance. The Company will
deliver to the Trustee, on or before March 31 of each year, beginning with March
31, 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), the Accrued Certificate Interest thereon for
such Distribution Date; provided, however, that any shortfall in available
amounts shall be allocated among such Classes in proportion to the amount
of Accrued Certificate Interest that would otherwise be distributable
thereto;
(ii) to each Class of Senior Certificates (other than any Class of
Principal Only Certificates), any related Unpaid Class Interest Shortfall
for such Distribution Date; provided, however, that any shortfall in
available amounts shall be allocated among such Classes in proportion to
the Unpaid Class Interest Shortfall for each such Class on such
Distribution Date;
(iii) to the Classes of Senior Certificates in reduction of the Class
Certificate Principal Balances thereof, as set forth in Exhibit O hereto,
without regard to the use of the word "approximately" therein; provided,
however, that defined terms used in Exhibit O shall have the meanings
assigned thereto in Article I hereof;
(iv) to the Class PO Certificates, any Class PO Deferred Amount for
such Distribution Date, up to an amount not to exceed the Junior Optimal
Principal Amount for such Distribution Date, until the Class Certificate
Principal Balance of such Class has been reduced to zero; provided, that
any such amounts distributed to the Class PO Certificates pursuant to this
clause (iv) shall not reduce the Class Certificate Principal Balance
thereof;
(v) to the Class M Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;
(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). 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) [Reserved]
(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 Section 4.01(f).
Any distributions made pursuant to this Section 4.01(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) 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.
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 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 for mailing to each Certificateholder, and the Trustee shall mail to
each Certificateholder on such Distribution Date, a statement (each, a
"Distribution Date Statement") substantially in the form of Exhibit J hereto,
setting forth:
(i) The amount of such distribution to the Certificateholders of each
Class (and in respect of any Component), other than any Notional
Certificates (and any Notional Component), allocable to principal,
separately identifying the aggregate amount of any Principal Prepayments
included therein (including, for this purpose, the Scheduled Principal
Balances of all Defaulted Mortgage Loans and Defective Mortgage Loans
purchased pursuant to Section 2.02, 2.03(b) or 3.16, respectively, and any
amounts deposited pursuant to Section 2.03(b) in connection with the
substitution of any Mortgage Loans pursuant to Section 2.02 or 2.03(a), the
proceeds of which purchases or substitutions are being distributed on such
Distribution Date);
(ii) The amount of such distribution to the Certificateholders of each
Class (other than any Class of Principal Only Certificates) allocable to
interest, including any Accrual Amount added to the Class Certificate
Principal Balance or Component Principal Balance of any Class of Accrual
Certificates or any Accrual Components;
(iii) The amount of servicing compensation paid to the Company during
the month preceding the month of distribution in respect of the Mortgage
Loans and such other customary information as the Company deems necessary
or desirable to enable Certificateholders to prepare their tax returns;
(iv) The Pool Scheduled Principal Balance and the aggregate number of
the Mortgage Loans on the preceding Due Date after giving effect to all
distributions allocable to principal made on such Distribution Date;
(v) The Class Certificate Principal Balance (or Notional Principal
Balance) of each Class, the Component Principal Balance of each Component
and the Certificate Principal Balance (or Notional Principal Balance) of a
Single Certificate of each Class after giving effect to (i) all
distributions allocable to principal (or reductions in the Notional
Principal Balance, in the case of the Notional Certificates, or the
addition of any Accrual Amount, in the case of any Class of Accrual
Certificates) made on such Distribution Date and (ii) the allocation of any
Realized Losses and any Subordinate Certificate Writedown Amount for such
Distribution Date;
(vi) The Pay-out Rate applicable to each Class of Certificates;
(vii) The book value and unpaid principal balance of any real estate
acquired on behalf of Certificateholders through foreclosure, or grant of a
deed in lieu of foreclosure or otherwise, of any REO Mortgage Loan, and the
number of the related Mortgage Loans;
(viii) The aggregate Scheduled Principal Balances and number of
Mortgage Loans which, as of the close of business on the last day of the
month preceding the related Distribution Date, were (a) delinquent as to a
total of (x) 30-59 days, (y) 60-89 days and (z) 90 days or more, and (b) in
foreclosure;
(ix) The Scheduled Principal Balance of any Mortgage Loan replaced
pursuant to Section 2.03(b);
(x) The Certificate Interest Rates of any LIBOR Certificates and any
COFI Certificates applicable to the Interest Accrual Period relating to
such Distribution Date and such Class;
(xi) The Senior Percentage, the Group II Senior Percentage and the
Junior Percentage for such Distribution Date;
(xii) The Senior Prepayment Percentage, the Group II Senior Prepayment
Distribution Percentage and the Junior Prepayment Percentage for such
Distribution Date; and
(xiii) The amount of such distribution to the Certificateholders of
each Class allocable to Unanticipated Recoveries.
In the case of information furnished pursuant to clauses (i) through (iii)
above, the amounts shall be expressed as a dollar amount per Single Certificate.
In connection with any proposed transfer of a Certificate that is purported
to be made in reliance on Rule 144A under the Securities Act, the Company shall
be responsible for furnishing such information as may be required thereunder to
a proposed transferee. In furtherance of the Company's obligations hereunder,
the Company hereby instructs the Trustee, at the Company's expense and on its
behalf, and the Trustee agrees, to promptly make available to the proposed
transferee, upon request of the holder, (i) all statements furnished to
Certificateholders pursuant to this Section 4.05(a) on previous Distribution
Dates, (ii) all certificates furnished to the Trustee pursuant to Section 4.06
in prior months, (iii) Officer's Certificates furnished to the Trustee pursuant
to Section 3.12 for the two years preceding such request, (iv) reports of
independent accountants furnished to the Trustee pursuant to Section 3.13 for
the two years preceding such request, (v) a copy of the Private Placement
Memorandum relating to such Certificate, together with any amendments or
supplements thereto issued by the Company (which copy shall be furnished to the
Trustee by the Company), and (vi) the Company's Current Report on Form 8-K,
dated the Closing Date, relating to the Mortgage Loans; provided, however, that
the Trustee shall in no event be required to make available such statements or
certificates pursuant to clauses (i) and (ii) above relating to Distribution
Dates occurring more than twenty-four months preceding the month in which such
request was received; provided, further, however, that notwithstanding the
Trustee's agreement as aforesaid to provide such materials to a proposed
transferee, the Trustee does not assume, and shall not thereby be deemed to have
assumed, any responsibility for compliance by the Company with Rule 144A
(subject to the Trustee's agreement set forth in the second sentence of this
paragraph) and shall be entitled to include a notice with such statements or
certificates to the effect that such materials have not been prepared or
assembled by the Trustee and that the Trustee assumes no responsibility for the
adequacy, sufficiency or contents thereof. In connection with any such proposed
transfer, the Company shall make available to the proposed holder, at the
request of the related transferor, such additional information, if any, as may
be required to be delivered pursuant to Rule 144A(d)(4).
Section 4.06. Servicer's Certificate. Each month, not later than the second
Business Day next preceding each Distribution Date, the Company shall deliver to
the Trustee a completed Servicer's Certificate.
Section 4.07. Reports of Foreclosures and Abandonments of Mortgaged
Property. The Trustee (or the Company on behalf of the Trustee) shall, in each
year beginning after 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 Base Servicing Fees by Compensating Interest
Payments. The aggregate amount of the Base Servicing Fees subject to retention
by the Company as servicer in respect of any Distribution Date shall be reduced
by the amount of any Compensating Interest Payment for such Distribution Date.
Section 4.09. Surety Bond. (a) If a Required Surety Payment is payable
pursuant to the Surety Bond with respect to any Pledged Asset Mortgage Loan, the
Company shall so notify the Trustee as soon as reasonably practicable and shall,
on behalf of the Trustee for the benefit of the Certificateholders, promptly
complete the notice in the form of Attachment 1 to the Surety Bond and shall
promptly submit such notice to the Surety as a claim for a Required Surety
Payment.
(b) Upon receipt of a Required Surety Payment from the Surety on behalf of
the Certificateholders, the Company shall promptly credit such amount to the
Mortgage Loan Payment Record.
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 $225,603,901.42. Such aggregate original principal balance
shall be divided among the Classes having the designations, Class Certificate
Principal Balances, Certificate Interest Rates and minimum denominations as
follows:
Initial Class
Certificate Certificate
Principal Interest Minimum
Designation Balance Rate Denominations
- ----------- ------- ---- -------------
Class A1 $110,349,000.00 6.25% 25,000
Class A2 31,749,000.00 6.25 25,000
Class A3 56,600,000.00 6.25 25,000
Class A4 22,000,000.00 6.25 25,000
Class PO 393,538.50 0.00 (1)
Class M 1,692,000.00 6.25 100,000
Class B1 564,000.00 6.25 100,000
Class B2 564,000.00 6.25 100,000
Class B3 1,015,200.00 6.25 250,000
Class B4 338,400.00 6.25 250,000
Class B5 338,662.92 6.25 250,000
Class R 100.00 6.25 100
- -------------------
(1) The Class PO Certificates will be issued as a single Certificate evidencing
the entire Class Certificate Principal Balance of such Class.
(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 (or Notional Principal
Balance) of such Class.
(d) The Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee by an authorized officer under its seal, which may be in
facsimile form and be imprinted or otherwise reproduced thereon. Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures were affixed, authorized to sign on behalf of the Trustee
shall bind the Trustee, notwithstanding that such individuals or any of them
have ceased to be so authorized prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of such Certificate. No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless such Certificate shall have been manually countersigned
by the Trustee substantially in the forms set forth in Exhibit A hereto, and
such countersignature upon any Certificate shall be conclusive evidence, and the
only evidence, that such Certificate has been duly executed and delivered
hereunder. All Certificates issued on the Closing Date shall be dated the
Closing Date; all Certificates issued thereafter shall be dated the date of
their countersignature.
(e) [Reserved]
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) 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 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 Certificates to the Company or upon any subsequent transfer of
any Class PO Certificate by the Company, provided that if any Restricted Junior
Certificates are, at the request of the Initial Purchaser, registered in the
name of its nominee, the Initial Purchaser shall be deemed to acknowledge and
agree with the Company and the Trustee that no transfer of a beneficial interest
in such Certificates will be made without registering such Certificates in the
name of the transferee, which shall be a Person other than such nominee. Any
opinion or letter required pursuant to this paragraph shall not be at the
expense of the Trust Fund or the Trustee.
(c) (i) No transfer of an ERISA-Restricted Certificate in the form of a
Definitive Certificate shall be made to any Person unless the Trustee has
received (A) a certificate (substantially in the form of Exhibit E or such other
form as is acceptable to the Company and the Trustee) from such transferee to
the effect that such transferee (i) is not a Plan or a Person that is using the
assets of a Plan to acquire such ERISA-Restricted Certificate or (ii) is an
insurance company investing assets of its general account and the exemptions
provided by Section III(a) of Department of Labor Prohibited Transaction Class
Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemptions") apply to
the transferee's acquisition and holding of any ERISA-Restricted Certificate or
(B) an opinion of counsel satisfactory to the Trustee and the Company to the
effect that the purchase and holding of such a Certificate will not constitute
or result in the assets of the Trust Fund being deemed to be "plan assets"
subject to the prohibited transactions provisions of ERISA or Section 4975 of
the Code and will not subject the Trustee or the Company to any obligation in
addition to those undertaken in the Agreement; provided, however, that the
Trustee will not require such certificate or opinion in the event that, as a
result of a change of law or otherwise, counsel satisfactory to the Trustee has
rendered an opinion to the effect that the purchase and holding of an
ERISA-Restricted Certificate by a Plan or a Person that is purchasing or holding
such a Certificate with the assets of a Plan will not constitute or result in a
prohibited transaction under ERISA or Section 4975 of the Code. The preparation
and delivery of the certificate and opinions referred to above shall not be an
expense of the Trust Fund, the Trustee or the Company. Notwithstanding the
foregoing, no opinion or certificate shall be required for the initial issuance
of the ERISA-Restricted Certificates.
(ii) No transfer of a Residual Certificate shall be made to any Person
unless the Trustee has received a certification (substantially in the form
of paragraph 4 of 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 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
Remittance Rate (less any amounts constituting previously unreimbursed Monthly
Advances) to the first day of the month in which such purchase price is to be
distributed to Certificateholders and (y) the appraised value of any REO
Mortgage Loan (less the good faith estimate of the Company of Liquidation
Expenses to be incurred in connection with its disposal thereof), such appraisal
to be conducted by an appraiser mutually agreed upon by the Company and the
Trustee, and (b) the later of the final payment or other liquidation (or any
Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund or the disposition of all property acquired upon foreclosure or by
deed in lieu of foreclosure of any Mortgage Loan; provided, however, that in no
event shall the Trust Fund created hereby continue beyond the expiration of 21
years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States of America to the Court of St.
James's, living on the date of this Agreement. The right of the Company to
repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned
upon the aggregate of the Scheduled Principal Balance of the Outstanding
Mortgage Loans, at the time of any such repurchase, aggregating less than 10
percent of the aggregate of the Scheduled Principal Balance of the Mortgage
Loans as of the Cut-off Date.
Notice of any termination, specifying the Distribution Date upon which the
Certificateholders may surrender their Certificates to the Trustee for payment
of the final distribution and cancellation, shall be given promptly by the
Trustee by letter to Certificateholders mailed not earlier than the 15th day and
not later than the 25th day of the month next preceding the month of such final
distribution specifying (A) the Distribution Date upon which final payment of
the Certificates will be made upon presentation and surrender of the
Certificates at the office of the Trustee therein designated, (B) the amount of
any such final payment and (C) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon presentation
and surrender of the Certificates at the office of the Trustee therein
specified. The Trustee shall give such notice to the Certificate Registrar at
the time such notice is given to Certificateholders. In the event such notice is
given in connection with the exercise by the Company of its right of repurchase,
the Company shall deposit in the Certificate Account not later than 11:00 a.m.
on the Business Day prior to the final Distribution Date in next-day funds an
amount equal to the price described above. Upon presentation and surrender of
the Certificates, the Trustee shall cause to be distributed to
Certificateholders an amount equal to the price calculated as above provided,
any such repurchase being in lieu of the distribution otherwise required to be
made on the Distribution Date upon which the repurchase is effected. Upon
certification to the Trustee by a Servicing Officer following such final
deposit, the Trustee shall promptly release to the Company the Mortgage Files
for the repurchased Mortgage Loans.
On the final Distribution Date, the Trustee shall distribute amounts on
deposit in the Certificate Account in accordance with the applicable priorities
provided by Section 4.01. 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 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 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 February, 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 February, 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
<PAGE>
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1999-4
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class A1 Certificate
Principal Balance:
Class A1 $110,349,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.25% Balance of this Certificate:
$
Cut-off Date:
February 1, 1999
First Distribution Date: CUSIP:36157RB79
March 25, 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
A1 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
February 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 March 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 Multi-Class Pass-Through Certificates, Series 1999-4, issued
in twelve Classes (Class A1, Class A2, Class A3, Class A4, Class R, Class PO,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called the
"Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent 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 IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1999-4
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class A2 Certificate
Principal Balance:
Class A2 $31,749,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.25% Balance of this Certificate:
$
Cut-off Date:
February 1, 1999
First Distribution Date: CUSIP:36157RB87
March 25, 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
A2 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
February 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 March 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
<PAGE>
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1999-4
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class A3 Certificate
Principal Balance:
Class A3 $56,600,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.25% Balance of this Certificate:
$
Cut-off Date:
February 1, 1999
First Distribution Date: CUSIP:36157RB95
March 25, 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
A3 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
February 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 March 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
<PAGE>
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1999-4
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class A4 Certificate
Principal Balance:
Class A4 $22,000,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.25% Balance of this Certificate:
$
Cut-off Date:
February 1, 1999
First Distribution Date: CUSIP:36157RC29
March 25, 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
A4 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
February 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 March 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
<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.
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.
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1999-4
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: 6.25% Balance of this Certificate:
$
Cut-off Date:
February 1, 1999
First Distribution Date: CUSIP:36157RC37
March 25, 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
February 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 March 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 Multi-Class Pass-Through Certificates, Series 1999-4, issued
in twelve Classes (Class A1, Class A2, Class A3, Class A4, Class R, Class PO,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called the
"Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent 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 MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1999-4
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 $393,538.50
Certificate Interest Initial Certificate Principal
Rate per annum: Balance of this Certificate:
non-interest bearing $
Cut-off Date:
February 1, 1999
First Distribution Date:
March 25, 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
February 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 March 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 Multi-Class Pass-Through Certificates, Series 1999-4, issued
in twelve Classes (Class A1, Class A2, Class A3, Class A4, Class R, Class PO,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called the
"Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent 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>
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 MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1999-4
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 $1,692,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.25% Balance of this Certificate:
$
Cut-off Date:
February 1, 1999
First Distribution Date: CUSIP:36157RC45
March 25, 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
February 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 March 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 Multi-Class Pass-Through Certificates, Series 1999-4, issued
in twelve Classes (Class A1, Class A2, Class A3, Class A4, Class R, Class PO,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called the
"Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent 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.
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1999-4
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class B1 Certificate
Principal Balance:
Class B1 $564,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.25% Balance of this Certificate:
$
Cut-off Date:
February 1, 1999
First Distribution Date: CUSIP:36157RC52
March 25, 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
February 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 March 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
<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 MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1999-4
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 $564,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.25% Balance of this Certificate:
$
Cut-off Date:
February 1, 1999
First Distribution Date: CUSIP:36157RC60
March 25, 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
February 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 March 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
<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.
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1999-4
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class B3 Certificate
Principal Balance:
Class B3 $1,015,200.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.25% Balance of this Certificate:
$
Cut-off Date:
February 1, 1999
First Distribution Date: CUSIP:36158GEX2
March 25, 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
February 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 March 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 Multi-Class Pass-Through Certificates, Series 1999-4, issued
in twelve Classes (Class A1, Class A2, Class A3, Class A4, Class R, Class PO,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called the
"Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent 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)
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.
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1999-4
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 $338,400.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.25% Balance of this Certificate:
$
Cut-off Date:
February 1, 1999
First Distribution Date: CUSIP:36158GEY0
March 25, 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
February 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 March 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
<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.
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1999-4
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 $338,662.92
Certificate Interest Initial Certificate Principal
Rate per annum: 6.25% Balance of this Certificate:
$
Cut-off Date:
February 1, 1999
First Distribution Date: CUSIP:36158GEZ7
March 25, 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
February 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 March 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
<PAGE>
EXHIBIT B
PRINCIPAL BALANCE SCHEDULES
<PAGE>
EXHIBIT C
MORTGAGE LOANS
[Each Mortgage Loan shall be identified by loan number, address of the
Mortgaged Property and name of the Mortgagor. The following details shall be set
forth as to each Mortgage Loan: (i) the principal balance at the time of its
origination, (ii) the Scheduled Principal Balance as of the Cut-off Date, (iii)
the interest rate borne by the Mortgage Note, (iv) the scheduled monthly level
payment of principal and interest, (v) the Loan-to-Value Ratio, (vi) the
maturity date of the Mortgage Note and (vii) the Base Servicing Fee Rate for
such Mortgage Loan. Cooperative Loans and Enhanced Streamlined Refinance program
loans shall be designated as such.]
<PAGE>
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 1
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007678147 MORTGAGORS: VAN HORSSEN WILLIAM
VAN HORSSEN MARILEE
REGION CODE ADDRESS : 2003 CHESTNUT CT
01 CITY : MARTINSBURG
STATE/ZIP : WV 25401
MORTGAGE AMOUNT : 243,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 227,261.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,235.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 06/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0007691678 MORTGAGORS: SPITTEL JEFFREY
SPITTEL SONDRA
REGION CODE ADDRESS : 21605 CALLE DELGADO
01 CITY : YORBA LINDA
STATE/ZIP : CA 92887
MORTGAGE AMOUNT : 236,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 226,581.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,088.39 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 03/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 89.05600
----------------------------------------------------------------------------
0 0007693401 MORTGAGORS: WONG SANDRA
REGION CODE ADDRESS : 34 BEVERLY DRIVE
01 CITY : OROVILLE
STATE/ZIP : CA 95966
MORTGAGE AMOUNT : 124,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 120,918.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,127.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.45400
----------------------------------------------------------------------------
0 0007697923 MORTGAGORS: ROBINSON STEVEN
ROBINSON DIANA
REGION CODE ADDRESS : 2700 NW LINMERE DRIVE
01 CITY : PORTLAND
STATE/ZIP : OR 97229
MORTGAGE AMOUNT : 391,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 377,364.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,491.61 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0007698616 MORTGAGORS: WASHBURNE HARRY
WASHBURNE ANN
REGION CODE ADDRESS : 345 DOGWOOD TRAIL
01 CITY : MARIETTA
STATE/ZIP : GA 30067
MORTGAGE AMOUNT : 276,383.83 OPTION TO CONVERT :
UNPAID BALANCE : 269,113.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,445.75 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 85.83348
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,271,383.83
P & I AMT: 11,388.93 UPB AMT: 1,221,239.34
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 2
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007698764 MORTGAGORS: HOOVER R
HOOVER MARTHA
REGION CODE ADDRESS : 308 HILLCREST ROAD
01 CITY : RALEIGH
STATE/ZIP : NC 27605
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,094.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,318.82 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 70.55600
----------------------------------------------------------------------------
0 0007707474 MORTGAGORS: LAM MARIO
LAM MARITZA
REGION CODE ADDRESS : 1140/1142 SW 13TH COURT
01 CITY : MIAMI
STATE/ZIP : FL 33135
MORTGAGE AMOUNT : 150,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 147,239.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,390.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0007707557 MORTGAGORS: PENA OSVALDO
PENA ELSA
REGION CODE ADDRESS : 2116 NORTH PONCE DE LEON AVE.
01 CITY : ATLANTA
STATE/ZIP : GA 30307
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 490,053.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,424.55 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 68.02721
----------------------------------------------------------------------------
0 0007707581 MORTGAGORS: SCHILLING J.
REGION CODE ADDRESS : 96 INDIAN HILLS TRAIL
01 CITY : LOUISVILLE
STATE/ZIP : KY 40207
MORTGAGE AMOUNT : 560,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 550,870.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,955.49 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0007707771 MORTGAGORS: POSTNIEKS DIANNE
REGION CODE ADDRESS : 1103 RIVERSIDE DRIVE
01 CITY : NE GAINESVILLE
STATE/ZIP : GA 30501
MORTGAGE AMOUNT : 110,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 108,016.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 993.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 76.20689
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,580,500.00
P & I AMT: 14,082.59 UPB AMT: 1,550,274.57
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 3
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007707839 MORTGAGORS: ATTANASIO DONNA
FRANCIS DONALD
REGION CODE ADDRESS : 1721 WILLARD STREET, NW
01 CITY : WASHINGTON
STATE/ZIP : DC 20009
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 326,983.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,121.50 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 71.42857
----------------------------------------------------------------------------
0 0007707961 MORTGAGORS: RUIZ ALBERTO
RUIZ MARIA
REGION CODE ADDRESS : 18201 PATTERSON ROAD
01 CITY : ODESSA
STATE/ZIP : FL 33556
MORTGAGE AMOUNT : 478,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 467,328.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,503.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 06/01/12
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 91.94900
----------------------------------------------------------------------------
0 0007708019 MORTGAGORS: WOERNER LESTER
REGION CODE ADDRESS : 1671 BREAKERS WEST BLVD.
01 CITY : WEST PALM BEACH
STATE/ZIP : FL 33411
MORTGAGE AMOUNT : 470,438.02 OPTION TO CONVERT :
UNPAID BALANCE : 449,824.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,516.07 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 06/01/11
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 74.91000
----------------------------------------------------------------------------
0 0007719149 MORTGAGORS: DEWEY BONNIE
REGION CODE ADDRESS : 7960 HARBERT ROAD
01 CITY : HARBERT
STATE/ZIP : MI 49115
MORTGAGE AMOUNT : 273,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,383.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,472.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.13000
----------------------------------------------------------------------------
0 0007722127 MORTGAGORS: BERGHOLTZ STEVEN
BERGHOLTZ KATHERINE
REGION CODE ADDRESS : 40 WILLIAM FAIRFIELD DR.
01 CITY : WENHAM
STATE/ZIP : MA 01984
MORTGAGE AMOUNT : 452,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 331,129.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,033.42 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,023,688.02
P & I AMT: 18,646.93 UPB AMT: 1,842,650.58
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 4
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007741515 MORTGAGORS: RODGERS JAMES
WEISSBERG CATHY
REGION CODE ADDRESS : 15209 W ELLSWORTH DR
01 CITY : GOLDEN
STATE/ZIP : CO 80401
MORTGAGE AMOUNT : 355,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,334.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,190.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 52.59200
----------------------------------------------------------------------------
0 0007746753 MORTGAGORS: DAVIS DANNY
DAVIS DEBORAH
REGION CODE ADDRESS : 3517 28TH STREET
01 CITY : LUBBOCK
STATE/ZIP : TX 79410
MORTGAGE AMOUNT : 53,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 51,774.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 488.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 90.00000
----------------------------------------------------------------------------
0 0007748635 MORTGAGORS: ARIAS FERNANDO
ARIAS AUNDREA
REGION CODE ADDRESS : 3357 CHARTER OAK DRIVE
01 CITY : TOLEDO
STATE/ZIP : OH 43537
MORTGAGE AMOUNT : 271,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 266,628.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,416.93 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.70588
----------------------------------------------------------------------------
0 0007784192 MORTGAGORS: PECK STEPHEN
PECK JUDITH
REGION CODE ADDRESS : 5 JERICHO LANE
01 CITY : EAST HAMPTON
STATE/ZIP : NY 11937
MORTGAGE AMOUNT : 900,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 805,244.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 8,665.94 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 05/01/11
CURRENT INT RATE: 8.12500 PRODUCT CODE : 250
LTV : 29.26829
----------------------------------------------------------------------------
0 0007784200 MORTGAGORS: NORLING SHARON
REGION CODE ADDRESS : 11870 INDIAN BEACH ROAD
01 CITY : SPICER
STATE/ZIP : MN 56288
MORTGAGE AMOUNT : 180,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 166,728.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,694.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/12
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 33.33333
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,759,100.00
P & I AMT: 16,456.50 UPB AMT: 1,639,710.81
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 5
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007784218 MORTGAGORS: THOMPSON A.
REGION CODE ADDRESS : 4711 GREEN RIVER COURT
01 CITY : MARIETTA
STATE/ZIP : GA 30068
MORTGAGE AMOUNT : 600,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 594,163.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,309.46 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 60.30150
----------------------------------------------------------------------------
0 0007784226 MORTGAGORS: SELF FRANK
SELF CAROLYN
REGION CODE ADDRESS : 450 EVERETT ROAD
01 CITY : MIDDLETOWN TWSP.
STATE/ZIP : NJ 07748
MORTGAGE AMOUNT : 180,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 177,658.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,592.84 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 56.42633
----------------------------------------------------------------------------
0 0007784234 MORTGAGORS: DOORNBOS LINDA
REGION CODE ADDRESS : HC 1 BOX 27
01 CITY : ELGIN
STATE/ZIP : AZ 85611
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,958.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,299.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 22.72727
----------------------------------------------------------------------------
0 0007784242 MORTGAGORS: REGELE JOSEPH
REGION CODE ADDRESS : RURAL ROUTE 1 BOX 2 RTE 9 D
01 CITY : TOWN OF PHILIPSTOWN GARRI
STATE/ZIP : NY 10524
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 478,541.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,459.27 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 68.49315
----------------------------------------------------------------------------
0 0007784259 MORTGAGORS: KIZOR ALAN
KIZOR JUANITA
REGION CODE ADDRESS : 199 HIGHLAND TERRACE
01 CITY : PRINCETON TWP.,
STATE/ZIP : NJ 08540
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 478,321.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,424.55 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 35.97122
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,030,000.00
P & I AMT: 18,085.93 UPB AMT: 1,971,643.94
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 6
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007784267 MORTGAGORS: DELUCA RALPH
REGION CODE ADDRESS : 34 WOODOAK LANE
01 CITY : HUNTINGTON
STATE/ZIP : NY 11743
MORTGAGE AMOUNT : 130,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 126,299.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,186.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 60.46500
----------------------------------------------------------------------------
0 0007784275 MORTGAGORS: NELSON WARREN
NELSON LAURA
REGION CODE ADDRESS : 66 GARDEN STREET
01 CITY : GARDEN CITY
STATE/ZIP : NY 11530
MORTGAGE AMOUNT : 473,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 462,591.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,317.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 60.69990
----------------------------------------------------------------------------
0 0007784283 MORTGAGORS: LAWRENCE BERNARDO
LAWRENCE PATRICIA
REGION CODE ADDRESS : 101 WINNIE CIRCLE
01 CITY : SILSBEE
STATE/ZIP : TX 77656
MORTGAGE AMOUNT : 97,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 94,087.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 890.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0007784291 MORTGAGORS: MCPEAK DAVID
MCPEAK DAWN
REGION CODE ADDRESS : 4786 GRETCHEN CIRCLE
01 CITY : SYRACUSE
STATE/ZIP : NY 13215
MORTGAGE AMOUNT : 157,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 153,686.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,417.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 73.37200
----------------------------------------------------------------------------
0 0007784309 MORTGAGORS: MCAVOY SUSAN
MCAVOY GLEN
REGION CODE ADDRESS : BOX 1109 H. C. 52
01 CITY : GRAFORD
STATE/ZIP : TX 76449
MORTGAGE AMOUNT : 25,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 24,033.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 235.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 14.28500
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 883,250.00
P & I AMT: 8,047.83 UPB AMT: 860,698.41
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 7
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007784317 MORTGAGORS: GORMAN GERARD
GORMAN VERONICA
REGION CODE ADDRESS : 3424 COLDWELL STREET
01 CITY : SHREVEPORT
STATE/ZIP : LA 71105
MORTGAGE AMOUNT : 48,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 47,013.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 451.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 86.56400
----------------------------------------------------------------------------
0 0007784325 MORTGAGORS: HECHT MICHAEL
HECHT TERRI
REGION CODE ADDRESS : 2769 SOUTH LAKERIDGE TRAIL
01 CITY : BOULDER
STATE/ZIP : CO 80306
MORTGAGE AMOUNT : 550,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 537,988.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,177.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 45.83333
----------------------------------------------------------------------------
0 0007784333 MORTGAGORS: LUCIANO C.
LUCIANO JEAN
REGION CODE ADDRESS : 11618 ROSE TREE DRIVE
01 CITY : NEW PORT RICHEY
STATE/ZIP : FL 34654
MORTGAGE AMOUNT : 52,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 52,354.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 516.08 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007784358 MORTGAGORS: GEORGE CHARLES
GEORGE MARLENE
REGION CODE ADDRESS : 7131 BRONCO ROAD
01 CITY : SHEPHERD
STATE/ZIP : MT 59079
MORTGAGE AMOUNT : 50,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 49,251.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 470.64 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 41.66600
----------------------------------------------------------------------------
0 0007784374 MORTGAGORS: HENEHAN JOHN
HENEHAN MICHELLE
REGION CODE ADDRESS : 1545 LEON ROAD
01 CITY : WALLED LAKE
STATE/ZIP : MI 48390
MORTGAGE AMOUNT : 58,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 56,791.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 550.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 36.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 759,300.00
P & I AMT: 7,166.20 UPB AMT: 743,398.34
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 8
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007784408 MORTGAGORS: TRICKETT JAMES
TRICKETT ELIZABETH
REGION CODE ADDRESS : 1110 EAST STANWICK PLACE
01 CITY : BATON ROUGE
STATE/ZIP : LA 70810
MORTGAGE AMOUNT : 35,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 34,663.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 312.15 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 13.88800
----------------------------------------------------------------------------
0 0007784416 MORTGAGORS: RESTOVICH MICHAEL
REGION CODE ADDRESS : 13241 WHITEHAVEN LANE UNIT 802
01 CITY : FORT MYERS
STATE/ZIP : FL 33912
MORTGAGE AMOUNT : 46,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 46,472.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 434.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0007784424 MORTGAGORS: MACEWAN E.
MACEWAN DORIS
REGION CODE ADDRESS : 138 RED HILL ROAD
01 CITY : ORANGE
STATE/ZIP : VA 22960
MORTGAGE AMOUNT : 165,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 163,395.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,460.09 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0007784432 MORTGAGORS: MERICKA JOSEPH
MERICKA BETTY
REGION CODE ADDRESS : 3128 STRAWBERRY LANE
01 CITY : PORT HURON
STATE/ZIP : MI 48060
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 336,657.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,985.17 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 68.00000
----------------------------------------------------------------------------
0 0007784440 MORTGAGORS: TANSEY JUDITH
REGION CODE ADDRESS : 916 SOUTH WEST 8TH AVENUE
01 CITY : FORT LAUDERDALE
STATE/ZIP : FL 33315
MORTGAGE AMOUNT : 73,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 72,266.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 630.90 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 41.71400
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 659,900.00
P & I AMT: 5,823.07 UPB AMT: 653,454.94
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 9
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007784481 MORTGAGORS: LEVITAN RICHARD
LEVITAN SUSAN
REGION CODE ADDRESS : 25 GLENOE ROAD
01 CITY : CHESTNUT HILL
STATE/ZIP : MA 02467
MORTGAGE AMOUNT : 540,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 534,691.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,741.17 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 40.00000
----------------------------------------------------------------------------
0 0007784499 MORTGAGORS: MAULER GUSTAV
MAULER DENISE
REGION CODE ADDRESS : 9012 EMERALD HILL WAY
01 CITY : LAS VEGAS
STATE/ZIP : NV 89117
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 390,536.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,567.42 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 56.98005
----------------------------------------------------------------------------
0 0007784515 MORTGAGORS: SCOTT SUSAN
REGION CODE ADDRESS : 4302 OCEAN DRIVE
01 CITY : CORPUS CHRISTI
STATE/ZIP : TX 78412
MORTGAGE AMOUNT : 60,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 59,227.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 535.11 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0007784523 MORTGAGORS: ZERDEN ROBERT
REGION CODE ADDRESS : 1284 MANOR OAKS COURT
01 CITY : DUNWOODY
STATE/ZIP : GA 30338
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 346,595.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,097.18 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 72.16400
----------------------------------------------------------------------------
0 0007784531 MORTGAGORS: RUSSELL MARGARET
REGION CODE ADDRESS : 127-129 DAVIS STREET
01 CITY : NACOGDOCHES
STATE/ZIP : TX 75961
MORTGAGE AMOUNT : 52,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 51,494.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 460.15 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,402,000.00
P & I AMT: 12,401.03 UPB AMT: 1,382,545.53
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 10
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007784549 MORTGAGORS: OSTERMUELLER RUDOLPH
OSTERMUELLER JEAN
REGION CODE ADDRESS : 314 CALOOSA PALMS COURT
01 CITY : SUN CITY CENTER
STATE/ZIP : FL 33573
MORTGAGE AMOUNT : 132,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 130,729.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,177.25 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0007784556 MORTGAGORS: LINGER REBECCA
REGION CODE ADDRESS : 7111 FERNHILL DRIVE
01 CITY : MALIBU
STATE/ZIP : CA 90263
MORTGAGE AMOUNT : 1,000,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 987,269.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 8,988.28 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 015
LTV : 65.04000
----------------------------------------------------------------------------
0 0007784564 MORTGAGORS: ROSALES ROSAMARIA
REGION CODE ADDRESS : 6131 TELEGRAPH ROAD
01 CITY : ALEXANDRIA
STATE/ZIP : VA 22310
MORTGAGE AMOUNT : 143,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 141,623.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,275.35 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.44400
----------------------------------------------------------------------------
0 0007784572 MORTGAGORS: BAKER SUSAN
REGION CODE ADDRESS : 28222 JESS MORGAN ROAD
01 CITY : ROLAND
STATE/ZIP : AR 72135
MORTGAGE AMOUNT : 252,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,548.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,229.97 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007785975 MORTGAGORS: LIONETTI DONALD
LIONETTI ROBERTA
REGION CODE ADDRESS : 7648 SAN REMO PLACE
01 CITY : ORLANDO
STATE/ZIP : FL 32835
MORTGAGE AMOUNT : 346,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 342,487.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,966.68 OUTSIDE CONV DATE :
LIFETIME RATE : 6.25000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,873,000.00
P & I AMT: 16,637.53 UPB AMT: 1,851,659.85
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 11
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007785983 MORTGAGORS: MAGBEE ROBERT
REGION CODE ADDRESS : 1109 ANGELO CT
01 CITY : ATLANTA
STATE/ZIP : GA 30319
MORTGAGE AMOUNT : 388,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 384,103.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,353.29 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007785991 MORTGAGORS: STEPHENS JOSEPH
STEPHENS TRISHA
REGION CODE ADDRESS : 216 CHESTER STEVENS ROAD
01 CITY : FRANKLIN
STATE/ZIP : TN 37067
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,618.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,300.77 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007786007 MORTGAGORS: HUDSON, JR JOHN
HUDSON PENNY
REGION CODE ADDRESS : 17 ROCKBROOK ROAD
01 CITY : AUGUSTA
STATE/ZIP : GA 30909
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,118.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,526.21 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 77.85200
----------------------------------------------------------------------------
0 0007786015 MORTGAGORS: WALKER CHARLES
REGION CODE ADDRESS : 1132 MONTE SANO AVENUE
01 CITY : AUGUSTA
STATE/ZIP : GA 30904
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,987.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,592.75 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0007786023 MORTGAGORS: VANDERLAAG ROBERT
MERRIHEW DUANE
REGION CODE ADDRESS : 1158 TENNYSON PL
01 CITY : ATLANTA
STATE/ZIP : GA 30319
MORTGAGE AMOUNT : 268,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,970.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,357.41 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 63.92800
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,506,500.00
P & I AMT: 13,130.43 UPB AMT: 1,489,797.78
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 12
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007786031 MORTGAGORS: AMUNDSEN CHARLES
AMUNDSEN JANET
REGION CODE ADDRESS : 3262 PACES MILL RD
01 CITY : ATLANTA
STATE/ZIP : GA 30339
MORTGAGE AMOUNT : 244,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 241,547.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,132.48 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0007786049 MORTGAGORS: WALSH CHARLES
WALSH CATHY
REGION CODE ADDRESS : 16270 CLARITY RD
01 CITY : ALPHARETTA
STATE/ZIP : GA 30004
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,360.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,212.49 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 56.88800
----------------------------------------------------------------------------
0 0007786064 MORTGAGORS: HEMMERLY WILLIAM
HEMMERLY PAULA
REGION CODE ADDRESS : 1201 DELK ROAD
01 CITY : LONGWOOD
STATE/ZIP : FL 32779
MORTGAGE AMOUNT : 305,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 301,010.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,724.61 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 67.14200
----------------------------------------------------------------------------
0 0007786072 MORTGAGORS: CROSS MAX
CROSS CATHERINE
REGION CODE ADDRESS : 2260MAGAN'S OCEAN WALK
01 CITY : VERO BEACH
STATE/ZIP : FL 32963
MORTGAGE AMOUNT : 600,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 589,586.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,351.13 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0007786080 MORTGAGORS: HUMES JAMES
REGION CODE ADDRESS : 6501 WATERFORD RD
01 CITY : COLUMBUS
STATE/ZIP : GA 31904
MORTGAGE AMOUNT : 373,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 371,005.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,227.98 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 64.56300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,779,800.00
P & I AMT: 15,648.69 UPB AMT: 1,755,510.34
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 13
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007786098 MORTGAGORS: BOLAND A
BRUTON JANINE
REGION CODE ADDRESS : 1708 EDGEWOOD LANE
01 CITY : CHATTANOOGA
STATE/ZIP : TN 37405
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 443,712.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,044.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0007786106 MORTGAGORS: WOODIS JAMES
WOODIS SANDRA
REGION CODE ADDRESS : 9227 WINDSTONE DRIVE
01 CITY : OOLTEWAH
STATE/ZIP : TN 37363
MORTGAGE AMOUNT : 231,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 228,456.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,032.56 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 85.74000
----------------------------------------------------------------------------
0 0007786114 MORTGAGORS: GEORGE THEODORE
GEORGE ANTONIA
REGION CODE ADDRESS : 11121 OAK HOLLOW ROAD
01 CITY : KNOXVILLE
STATE/ZIP : TN 37932
MORTGAGE AMOUNT : 264,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,432.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,336.16 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007786148 MORTGAGORS: FORERO GUSTAVO
REGION CODE ADDRESS : 6810 MINDELLO STREET
01 CITY : CORAL GABLES
STATE/ZIP : FL 33146
MORTGAGE AMOUNT : 299,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,505.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,691.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 74.47700
----------------------------------------------------------------------------
0 0007786155 MORTGAGORS: ADAMS MICHAEL
ADAMS MARY
REGION CODE ADDRESS : 1010 HARBOR POINT
01 CITY : GREENSBORO
STATE/ZIP : GA 30642
MORTGAGE AMOUNT : 440,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 435,304.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,772.66 OUTSIDE CONV DATE :
LIFETIME RATE : 6.25000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.25000 PRODUCT CODE : 002
LTV : 65.18500
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,684,900.00
P & I AMT: 14,877.20 UPB AMT: 1,666,411.24
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 14
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007786163 MORTGAGORS: ELLIS, JR JAMES
HUTCHISSON ELIZABETH
REGION CODE ADDRESS : 161 GLEN EAGLE WAY
01 CITY : STOCKBRIDGE
STATE/ZIP : GA 30281
MORTGAGE AMOUNT : 513,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 507,046.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,511.13 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 64.22500
----------------------------------------------------------------------------
0 0007786189 MORTGAGORS: STENZ BRIAN
STENZ FRANCINE
REGION CODE ADDRESS : 355 OLD SCHOOL ROAD
01 CITY : GULF STREAM
STATE/ZIP : FL 33483
MORTGAGE AMOUNT : 770,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 762,510.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 6,813.80 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 015
LTV : 51.33300
----------------------------------------------------------------------------
0 0007786213 MORTGAGORS: CHRISTIE EDWARD
CHRISTIE REDA
REGION CODE ADDRESS : 14590 DORY LANE
01 CITY : FORT MYERS
STATE/ZIP : FL 33908
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,101.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,696.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 54.54500
----------------------------------------------------------------------------
0 0007786247 MORTGAGORS: MILLER WILLIAM
MILLER CHERYL
REGION CODE ADDRESS : 9501 BAYCLIFF COURT
01 CITY : ORLANDO
STATE/ZIP : FL 32836
MORTGAGE AMOUNT : 228,607.90 OPTION TO CONVERT :
UNPAID BALANCE : 222,902.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,103.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 76.20200
----------------------------------------------------------------------------
0 0007786262 MORTGAGORS: GIRON CARLOS
GIRON MERCEDES
REGION CODE ADDRESS : 102 KITTANSETT COURT
01 CITY : MACON
STATE/ZIP : GA 31210
MORTGAGE AMOUNT : 244,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,367.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,132.47 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,057,207.90
P & I AMT: 18,256.90 UPB AMT: 2,032,927.61
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 15
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007786288 MORTGAGORS: SANDLIN J.
SANDLIN CARA
REGION CODE ADDRESS : 4003 WOODS POINT
01 CITY : ROCKY FACE
STATE/ZIP : GA 30740
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,050.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,633.98 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0007788912 MORTGAGORS: MCVICAR JAMES
MCVICAR MICHELEA
REGION CODE ADDRESS : 4809 STONEHEDGE DRIVE
01 CITY : SANTA ROSA
STATE/ZIP : CA 95405
MORTGAGE AMOUNT : 200,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 199,348.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,755.99 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 63.49200
----------------------------------------------------------------------------
0 0007788920 MORTGAGORS: KLOSIEWICZ WOJCIECH
KLOSIEWICZ KATALIN
REGION CODE ADDRESS : 1744 ANZA PLACE
01 CITY : ESCONDIDO
STATE/ZIP : CA 92027
MORTGAGE AMOUNT : 78,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 78,241.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 683.82 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 62.80000
----------------------------------------------------------------------------
0 0007788938 MORTGAGORS: O'GRADY THOMAS
REGION CODE ADDRESS : 11140 MORA DRIVE
01 CITY : LOS ALTOS
STATE/ZIP : CA 94024
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 323,963.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,898.53 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 20.31200
----------------------------------------------------------------------------
0 0007788946 MORTGAGORS: CASTRO DANIEL
REGION CODE ADDRESS : 1128 LA SIERRA DRIVE
01 CITY : EL DORADO HILLS
STATE/ZIP : CA 95762
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 447,152.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,044.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 49.18000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,353,500.00
P & I AMT: 12,017.05 UPB AMT: 1,345,755.86
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 16
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007788953 MORTGAGORS: HUTT JOHN
HUTT EDITH
REGION CODE ADDRESS : 88 CANOE PL
01 CITY : MONTROSS
STATE/ZIP : VA 22520
MORTGAGE AMOUNT : 248,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,413.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,211.80 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007788961 MORTGAGORS: WALL HELEN
REGION CODE ADDRESS : 201 KENSINGTON DR
01 CITY : MADISON
STATE/ZIP : WI 53704
MORTGAGE AMOUNT : 371,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 368,951.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,389.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0007788987 MORTGAGORS: PHOEN ALBERT
PHOEN MICHELLE
REGION CODE ADDRESS : 32418 MONTEREY DRIVE
01 CITY : UNION CITY
STATE/ZIP : CA 94587
MORTGAGE AMOUNT : 307,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 306,031.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,759.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 74.87800
----------------------------------------------------------------------------
0 0007788995 MORTGAGORS: LANG RAYMOND
LANG IRENE
REGION CODE ADDRESS : 9 AMANDA COURT
01 CITY : FORT SALONGA
STATE/ZIP : NY 11768
MORTGAGE AMOUNT : 370,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 368,845.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,351.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.66400
----------------------------------------------------------------------------
0 0007789001 MORTGAGORS: GOLDBERG JUDITH
REGION CODE ADDRESS : 282 CUSHMAN ROAD
01 CITY : PATTERSON
STATE/ZIP : NY 12563
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,116.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,516.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 74.46800
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,576,250.00
P & I AMT: 14,228.52 UPB AMT: 1,569,357.86
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 17
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007789019 MORTGAGORS: WESTPHAL DAVID
REGION CODE ADDRESS : 2340 MAPLE AVE. #403
01 CITY : FORT MYERS
STATE/ZIP : FL 33901
MORTGAGE AMOUNT : 18,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 18,789.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 179.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.87500 PRODUCT CODE : 250
LTV : 90.00000
----------------------------------------------------------------------------
0 0007789027 MORTGAGORS: COULTER BRIAN
COULTER MAURA
REGION CODE ADDRESS : 728 JUNIPERO SERRA BLVD.
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94127
MORTGAGE AMOUNT : 312,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 311,004.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,782.59 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 58.31700
----------------------------------------------------------------------------
0 0007789035 MORTGAGORS: EGE CONRAD
WELCH MARY
REGION CODE ADDRESS : 25009 HATTON ROAD
01 CITY : CARMEL
STATE/ZIP : CA 93923
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 398,710.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,539.64 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 66.66600
----------------------------------------------------------------------------
0 0007789043 MORTGAGORS: LIEU DAN
LIEU KIM
REGION CODE ADDRESS : 1818 PLAZA CASITAS
01 CITY : SAN JOSE
STATE/ZIP : CA 95132
MORTGAGE AMOUNT : 195,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 195,325.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,747.59 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 69.98200
----------------------------------------------------------------------------
0 0007789050 MORTGAGORS: HANOVER THOMAS
HANOVER STACEY
REGION CODE ADDRESS : 310 TIPPERARY LANE
01 CITY : ALAMEDA
STATE/ZIP : CA 94502
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,084.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,376.69 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 54.34700
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,201,850.00
P & I AMT: 10,625.77 UPB AMT: 1,197,913.74
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 18
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007794035 MORTGAGORS: WATTS GREGORY
WATTS JUDY
REGION CODE ADDRESS : 9811 SANDY COURT
01 CITY : EMERALD ISLE
STATE/ZIP : NC 28594
MORTGAGE AMOUNT : 404,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 394,920.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,631.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 78.44600
----------------------------------------------------------------------------
0 0007794043 MORTGAGORS: DEVANEY MARGARET
DEVANEY JAMES
REGION CODE ADDRESS : 9 SEA STREET EXTENSION
01 CITY : HARWICHPORT
STATE/ZIP : MA 02646
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 488,280.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,355.54 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 61.34900
----------------------------------------------------------------------------
0 0007794068 MORTGAGORS: WIENSS DIETRICH
WIENSS INGRID
REGION CODE ADDRESS : W38740 GENESEE LAKE ROAD
01 CITY : OCONOMOWOC
STATE/ZIP : WI 53066
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,869.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,343.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/08
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 41.73900
----------------------------------------------------------------------------
0 0007794076 MORTGAGORS: PATEL BHARAT
PATEL NEETA
REGION CODE ADDRESS : 1832 EAST CLAIRE DRIVE
01 CITY : PHOENIX
STATE/ZIP : AZ 85022
MORTGAGE AMOUNT : 261,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,092.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,382.57 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.09000
----------------------------------------------------------------------------
0 0007794084 MORTGAGORS: WALTON HENRY
WALTON JUDI
REGION CODE ADDRESS : 9626 EAST CAVALRY DRIVE
01 CITY : SCOTTSDALE
STATE/ZIP : AZ 85262
MORTGAGE AMOUNT : 309,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 306,341.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,737.47 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 79.99300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,762,350.00
P & I AMT: 16,450.77 UPB AMT: 1,723,503.50
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 19
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007794092 MORTGAGORS: BLISS RONALD
BLISS CHARLENE
REGION CODE ADDRESS : 3016 ELLALEE LANE
01 CITY : HOUSTON
STATE/ZIP : TX 77019
MORTGAGE AMOUNT : 376,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 360,799.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,323.13 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/08
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 44.29400
----------------------------------------------------------------------------
0 0007794100 MORTGAGORS: LOWNES ROBERT
LOWNES HOLLY
REGION CODE ADDRESS : 6411 W. OCEAN DRIVE
01 CITY : EMERALD ISLE
STATE/ZIP : NC 28594
MORTGAGE AMOUNT : 309,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 304,552.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,739.68 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007794118 MORTGAGORS: PALBICKI WILLIAM
PALBICKI LINDA
REGION CODE ADDRESS : 5565 TRENTON LANE
01 CITY : PLYMOUTH
STATE/ZIP : MN 55442
MORTGAGE AMOUNT : 318,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 315,741.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,820.65 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 85.00000
----------------------------------------------------------------------------
0 0007794126 MORTGAGORS: PEARSON MATTHEW
PEARSON KRISTEN
REGION CODE ADDRESS : 10316 WELLSIDE HILL AVENUE
01 CITY : LAS VEGAS
STATE/ZIP : NV 89134
MORTGAGE AMOUNT : 347,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 344,046.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,027.10 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 89.99300
----------------------------------------------------------------------------
0 0007794134 MORTGAGORS: BURNS J.
REGION CODE ADDRESS : 8 SCOTCH BONNET LANE
01 CITY : BALD HEAD ISLAND
STATE/ZIP : NC 28461
MORTGAGE AMOUNT : 334,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 328,725.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,025.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 78.58800
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,686,350.00
P & I AMT: 15,936.04 UPB AMT: 1,653,867.28
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 20
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007794142 MORTGAGORS: MADONIA JOSEPH
REGION CODE ADDRESS : 5727 ABALONE PLACE
01 CITY : LA JOLLA
STATE/ZIP : CA 92037
MORTGAGE AMOUNT : 385,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 378,723.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,406.90 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 65.81100
----------------------------------------------------------------------------
0 0007794159 MORTGAGORS: CONNORS WILLIAM
CONNORS ELOISE
REGION CODE ADDRESS : 2213 PINEHURST PLACE
01 CITY : WILMINGTON
STATE/ZIP : NC 28405
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 291,290.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,502.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/08
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 39.47300
----------------------------------------------------------------------------
0 0007794167 MORTGAGORS: DIMICK GARY
REGION CODE ADDRESS : 2848 NORTH ROXBURY STREET
01 CITY : ORANGE
STATE/ZIP : CA 92867
MORTGAGE AMOUNT : 463,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 456,033.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,129.29 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 78.47400
----------------------------------------------------------------------------
0 0007794175 MORTGAGORS: PEITZSCH PAUL
PEITZSCH JOANNE
REGION CODE ADDRESS : W305 N1512 SILVERWOOD LANE
01 CITY : DELAFIELD
STATE/ZIP : WI 53018
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 371,313.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,292.48 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 42.85700
----------------------------------------------------------------------------
0 0007794183 MORTGAGORS: HARPER ERNEST
HARPER MARY
REGION CODE ADDRESS : 4234 SCOTT TERRACE
01 CITY : EDINA
STATE/ZIP : MN 55416
MORTGAGE AMOUNT : 243,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 240,366.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,171.67 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 72.04100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,766,500.00
P & I AMT: 16,502.96 UPB AMT: 1,737,727.34
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 21
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007794191 MORTGAGORS: MUSICH DAVID
MUSICH ANETTE
REGION CODE ADDRESS : 1449 THOR DRIVE
01 CITY : INVERNESS
STATE/ZIP : IL 60067
MORTGAGE AMOUNT : 335,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 332,902.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,034.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 58.77100
----------------------------------------------------------------------------
0 0007794209 MORTGAGORS: LAUER CHARLES
LAUER AUDREY
REGION CODE ADDRESS : 4 HUNTER COURT
01 CITY : BURR RIDGE
STATE/ZIP : IL 60521
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,468.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,483.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/08
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 54.54500
----------------------------------------------------------------------------
0 0007794217 MORTGAGORS: PUTNAM GERALD
PUTNAM SHARRON
REGION CODE ADDRESS : 327 LEICESTER ROAD
01 CITY : KENILWORTH
STATE/ZIP : IL 60043
MORTGAGE AMOUNT : 607,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 603,116.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,413.56 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 45.67300
----------------------------------------------------------------------------
0 0007794225 MORTGAGORS: TOPPING L.
TOPPING CATHERINE
REGION CODE ADDRESS : 9 SILVER FOX DRIVE
01 CITY : LITTLETON
STATE/ZIP : CO 80121
MORTGAGE AMOUNT : 334,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 326,265.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,899.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/08
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 53.87000
----------------------------------------------------------------------------
0 0007794233 MORTGAGORS: GUTMAN MARK
GUTMAN BARBARA
REGION CODE ADDRESS : 223 ASPEN LANE
01 CITY : HIGHLAND PARK
STATE/ZIP : IL 60035
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 356,460.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,160.78 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,936,000.00
P & I AMT: 18,991.70 UPB AMT: 1,913,214.31
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 22
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007794241 MORTGAGORS: SAYAH ASSAAD
SAYAH MARY
REGION CODE ADDRESS : 895 RANDOLPH STREET
01 CITY : CANTON
STATE/ZIP : MA 02021
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 396,150.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,567.42 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 70.17500
----------------------------------------------------------------------------
0 0007794258 MORTGAGORS: SIEBERT STEVEN
REGION CODE ADDRESS : 1804 BENTBROOK DRIVE
01 CITY : CHAMPAIGN
STATE/ZIP : IL 61821
MORTGAGE AMOUNT : 365,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,485.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,287.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 73.16000
----------------------------------------------------------------------------
0 0007794266 MORTGAGORS: LASKOW PAUL
REGION CODE ADDRESS : 7 KENDALL DRIVE
01 CITY : WESTBORO
STATE/ZIP : MA 01581
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,081.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,654.73 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 60.60600
----------------------------------------------------------------------------
0 0007794274 MORTGAGORS: LEVIN STEVEN
LEVIN RHONDA
REGION CODE ADDRESS : 5701 SCHAEFER ROAD
01 CITY : EDINA
STATE/ZIP : MN 55436
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 293,058.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,578.48 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007794282 MORTGAGORS: TOMEK CHARLES
TOMEK DEBRA
REGION CODE ADDRESS : 16305 WEBSTER STREET
01 CITY : OMAHA
STATE/ZIP : NE 68118
MORTGAGE AMOUNT : 440,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 437,092.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,832.87 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 74.57600
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,801,800.00
P & I AMT: 15,921.41 UPB AMT: 1,686,869.50
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 23
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007794290 MORTGAGORS: LAMMERT LAWRENCE
LAMMERT PARTRICIA
REGION CODE ADDRESS : 5 KILLEGRAY RIDGE
01 CITY : BALD HEAD ISLAND
STATE/ZIP : NC 28461
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,198.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,502.28 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 42.22200
----------------------------------------------------------------------------
0 0007794308 MORTGAGORS: ULATOWSKI GREGG
ULATOWSKI TAMI
REGION CODE ADDRESS : W268 N7212 THOUSANDS OAKS DR.
01 CITY : SUSSEX
STATE/ZIP : WI 53089
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 321,838.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,875.96 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 73.86300
----------------------------------------------------------------------------
0 0007794316 MORTGAGORS: GOKHALE RAJIV
GOKHALE RANJANA
REGION CODE ADDRESS : 922 WINDMERE CT.
01 CITY : DARIEN
STATE/ZIP : IL 60561
MORTGAGE AMOUNT : 315,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 312,134.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,789.24 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 79.79700
----------------------------------------------------------------------------
0 0007794324 MORTGAGORS: MCGONIGLE ROBERT
MCGONIGLE CAROL
REGION CODE ADDRESS : 1171 E. PLACITA RANA
01 CITY : TUCSON
STATE/ZIP : AZ 85718
MORTGAGE AMOUNT : 364,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 360,497.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,246.35 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007794332 MORTGAGORS: WORFORD THOMAS
WORFORD CAROLYN
REGION CODE ADDRESS : 5155 BAYWOOD COURT
01 CITY : WEST BLOOMFIELD
STATE/ZIP : MI 48323
MORTGAGE AMOUNT : 292,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,190.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,604.21 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 63.47800
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,581,200.00
P & I AMT: 14,018.04 UPB AMT: 1,565,858.18
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 24
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007794340 MORTGAGORS: CARDONE BRUCE
CARDONE SUSAN
REGION CODE ADDRESS : 1340 BARRINGTON WOODS
01 CITY : BROOKFIELD
STATE/ZIP : WI 53045
MORTGAGE AMOUNT : 295,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 293,051.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,569.77 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 70.23800
----------------------------------------------------------------------------
0 0007794357 MORTGAGORS: CHAPIN A.
CHAPIN SUZANNE
REGION CODE ADDRESS : 7 COLD SPRING BROOK ROAD
01 CITY : HOPKINTON
STATE/ZIP : MA 01748
MORTGAGE AMOUNT : 281,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,246.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,410.22 OUTSIDE CONV DATE :
LIFETIME RATE : 6.25000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.25000 PRODUCT CODE : 002
LTV : 54.05700
----------------------------------------------------------------------------
0 0007794365 MORTGAGORS: SWAN STEPHEN
SWAN KRYSTEN
REGION CODE ADDRESS : 16 TRADD STREET
01 CITY : CHARLESTON
STATE/ZIP : SC 29401
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 336,621.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,961.77 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 68.00000
----------------------------------------------------------------------------
0 0007794373 MORTGAGORS: METZGER MARK
METZGER NANCY
REGION CODE ADDRESS : 3850 N. VIA DE LA LUNA
01 CITY : TUCSON
STATE/ZIP : AZ 85749
MORTGAGE AMOUNT : 286,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,195.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,453.09 OUTSIDE CONV DATE :
LIFETIME RATE : 6.25000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.25000 PRODUCT CODE : 002
LTV : 68.93900
----------------------------------------------------------------------------
0 0007794381 MORTGAGORS: LEVITT ROBERT
LEVITT SALLY
REGION CODE ADDRESS : 12841 LAMP POST LANE
01 CITY : POTOMAC
STATE/ZIP : MD 20854
MORTGAGE AMOUNT : 384,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 380,301.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,424.72 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 77.57500
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,586,200.00
P & I AMT: 13,819.57 UPB AMT: 1,571,416.91
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 25
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007794399 MORTGAGORS: SUGDEN ERIC
REGION CODE ADDRESS : 417 33RD STREET
01 CITY : MANHATTAN BEACH
STATE/ZIP : CA 90266
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 371,298.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,292.48 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 73.52900
----------------------------------------------------------------------------
0 0007794407 MORTGAGORS: TODD ANDREW
TODD SARA
REGION CODE ADDRESS : 338 EAST FAIRCHILD DRIVE
01 CITY : HIGHLANDS RANCH
STATE/ZIP : CO 80126
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 645,705.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,662.20 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 72.22200
----------------------------------------------------------------------------
0 0007794415 MORTGAGORS: YOUNAN BAHIJ
YOUNAN NAWAL
REGION CODE ADDRESS : 11908 DARBY AVENUE
01 CITY : NORTHRIDGE AREA
STATE/ZIP : CA 91326
MORTGAGE AMOUNT : 345,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 341,498.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,958.11 OUTSIDE CONV DATE :
LIFETIME RATE : 6.25000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.25000 PRODUCT CODE : 002
LTV : 74.19300
----------------------------------------------------------------------------
0 0007794423 MORTGAGORS: GOFMAN IGOR
GOFMAN ETERI
REGION CODE ADDRESS : 3917 CHARLIE COURT
01 CITY : GLENVIEW
STATE/ZIP : IL 60025
MORTGAGE AMOUNT : 361,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 357,488.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,194.53 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 67.47600
----------------------------------------------------------------------------
0 0007794431 MORTGAGORS: GITT STEVEN
REGION CODE ADDRESS : 7131 EAST CABALLO CIRLCE
01 CITY : PARADISE VALLEY
STATE/ZIP : AZ 85253
MORTGAGE AMOUNT : 503,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 494,985.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,381.67 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 49.07300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,234,000.00
P & I AMT: 19,488.99 UPB AMT: 2,210,976.13
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 26
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007794449 MORTGAGORS: GILLEN FRANK
REGION CODE ADDRESS : 2055 EAST 6425 SOUTH
01 CITY : SALT LAKE CITY
STATE/ZIP : UT 84121
MORTGAGE AMOUNT : 401,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 387,704.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,495.32 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0007794456 MORTGAGORS: HANGEN DONALD
HANGEN TONA
REGION CODE ADDRESS : 102 BOON ROAD
01 CITY : STOW
STATE/ZIP : MA 01775
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 286,035.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,449.80 OUTSIDE CONV DATE :
LIFETIME RATE : 6.12500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.12500 PRODUCT CODE : 002
LTV : 72.00000
----------------------------------------------------------------------------
0 0007794464 MORTGAGORS: FARBER NEIL
FARBER LISA
REGION CODE ADDRESS : 3606 WEST CANDLEWICK COURT
01 CITY : MEQUON
STATE/ZIP : WI 53092
MORTGAGE AMOUNT : 309,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 305,962.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,713.00 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 78.62500
----------------------------------------------------------------------------
0 0007794472 MORTGAGORS: TAYLOR REINHARDT
TAYLOR JANETTE
REGION CODE ADDRESS : 12 COUNTRY OAKS LANE
01 CITY : BARRINGTON HILLS
STATE/ZIP : IL 60010
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 311,612.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,743.99 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 55.55500
----------------------------------------------------------------------------
0 0007794480 MORTGAGORS: NICHOLSON WILLIAM
NICHOLSON BARBARA
REGION CODE ADDRESS : 101 SHIRE COURT
01 CITY : LOS GATOS
STATE/ZIP : CA 95032
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 395,982.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,457.00 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 43.76300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,713,250.00
P & I AMT: 14,859.11 UPB AMT: 1,687,297.55
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 27
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007794498 MORTGAGORS: SMITH KEVIN
SMITH NANCY
REGION CODE ADDRESS : 1956 MILLBURNE DR.
01 CITY : LAKE FOREST
STATE/ZIP : IL 60045
MORTGAGE AMOUNT : 445,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 442,060.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,876.43 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 58.55200
----------------------------------------------------------------------------
0 0007794506 MORTGAGORS: OTTO DELLA
OTTO FREDERICK
REGION CODE ADDRESS : 2950 BOOTH CREEK DRIVE
01 CITY : VAIL
STATE/ZIP : CO 81657
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 645,565.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,529.07 OUTSIDE CONV DATE :
LIFETIME RATE : 6.12500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.12500 PRODUCT CODE : 002
LTV : 35.13500
----------------------------------------------------------------------------
0 0007794514 MORTGAGORS: GAYNOR TERRENCE
GAYNOR VICTORIA
REGION CODE ADDRESS : 5430 NORTH PAULINES WOODS ROAD
01 CITY : CHENEQUA
STATE/ZIP : WI 53058
MORTGAGE AMOUNT : 413,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 410,300.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,626.12 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 48.58800
----------------------------------------------------------------------------
0 0007794522 MORTGAGORS: MACKENZIE CHRISTOPHER
MACKENZIE KARLA
REGION CODE ADDRESS : 35 HOLLAND ROAD
01 CITY : WAKEFIELD
STATE/ZIP : MA 01880
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,247.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,497.19 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 65.11600
----------------------------------------------------------------------------
0 0007794530 MORTGAGORS: PERSON TIMOTHY
PERSON MARY
REGION CODE ADDRESS : 11431 125TH AVENUE NORTHEAST
01 CITY : LAKE STEVENS
STATE/ZIP : WA 98258
MORTGAGE AMOUNT : 264,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,074.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,379.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,052,750.00
P & I AMT: 17,908.46 UPB AMT: 2,038,249.02
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 28
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007794548 MORTGAGORS: BEAUPREZ ROBERT
BEAUPREZ CLAUDIA
REGION CODE ADDRESS : 382 BLACKHAWK LANE
01 CITY : LAFAYETTE
STATE/ZIP : CO 80026
MORTGAGE AMOUNT : 380,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 377,463.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,310.21 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 39.37800
----------------------------------------------------------------------------
0 0007794555 MORTGAGORS: CLARK M.
CLARK IDA
REGION CODE ADDRESS : 4681 WEST GEDDES AVENUE
01 CITY : LITTLETON
STATE/ZIP : CO 80128
MORTGAGE AMOUNT : 279,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 276,343.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,507.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 62.00000
----------------------------------------------------------------------------
0 0007794563 MORTGAGORS: HOGAN WILLIAM
HOGAN GINA
REGION CODE ADDRESS : 1298 PRESTWICK LANE
01 CITY : ITASCA
STATE/ZIP : IL 60143
MORTGAGE AMOUNT : 278,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 276,202.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,460.05 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 59.14800
----------------------------------------------------------------------------
0 0007794571 MORTGAGORS: DRESCICH PATRICK
DRESCICH MARIE
REGION CODE ADDRESS : 2787 EDGEWATER DRIVE
01 CITY : WOODBURY
STATE/ZIP : MN 55125
MORTGAGE AMOUNT : 313,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 310,909.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,705.11 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 71.13600
----------------------------------------------------------------------------
0 0007794589 MORTGAGORS: DOHERTY JOHN
REGION CODE ADDRESS : 72 DEPOT ROAD
01 CITY : BOXFORD
STATE/ZIP : MA 01921
MORTGAGE AMOUNT : 337,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 334,749.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,912.52 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 62.40700
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,587,000.00
P & I AMT: 13,895.62 UPB AMT: 1,575,669.41
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 29
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007794597 MORTGAGORS: STOEPPELWERTH DAVID
STOEPPELWERTH KITTY
REGION CODE ADDRESS : 9426 PROMONTORY CIRCLE
01 CITY : INDIANAPOLIS
STATE/ZIP : IN 46236
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 347,736.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,097.18 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 58.33300
----------------------------------------------------------------------------
0 0007794605 MORTGAGORS: BAIRD JAMES
BAIRD SANDRA
REGION CODE ADDRESS : 31302 LOGES LANE
01 CITY : EVERGREEN
STATE/ZIP : CO 80439
MORTGAGE AMOUNT : 287,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 285,322.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,521.60 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 68.38000
----------------------------------------------------------------------------
0 0007794613 MORTGAGORS: HOPPMANN PETER
HOPPMANN CYTHIA
REGION CODE ADDRESS : 3518 ZULLA ROAD
01 CITY : THE PLAINS
STATE/ZIP : VA 20198
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 645,796.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,751.92 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 50.00000
----------------------------------------------------------------------------
0 0007794621 MORTGAGORS: COLEMAN JAMES
REGION CODE ADDRESS : 7413 EAST CHOLLA LANE
01 CITY : SCOTTSDALE
STATE/ZIP : AZ 85250
MORTGAGE AMOUNT : 302,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,088.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,714.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 73.65800
----------------------------------------------------------------------------
0 0007794639 MORTGAGORS: STOLL DON
STOLL DEBORAH
REGION CODE ADDRESS : 10953 EAST PALM WAY
01 CITY : GOLD CANYON
STATE/ZIP : AZ 85219
MORTGAGE AMOUNT : 422,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 415,859.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,856.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 65.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,011,700.00
P & I AMT: 17,942.01 UPB AMT: 1,994,804.79
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 30
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007794647 MORTGAGORS: KOVACH JULIE
KOVACH FRANK
REGION CODE ADDRESS : 667 INDIGO LOOP ROAD
01 CITY : DESTIN
STATE/ZIP : FL 32541
MORTGAGE AMOUNT : 273,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,960.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,403.51 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0007794654 MORTGAGORS: SWEENEY GREGG
SWEENEY JANET
REGION CODE ADDRESS : 440 W. SOMERSET DRIVE
01 CITY : INDIANAPOLIS
STATE/ZIP : IN 46260
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 397,413.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,539.64 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007794662 MORTGAGORS: SULLIVAN JOHN
REGION CODE ADDRESS : 2465 HICKORY GLEN
01 CITY : BLOOMFIELD HILLS
STATE/ZIP : MI 48304
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,017.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,613.33 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 66.74000
----------------------------------------------------------------------------
0 0007794670 MORTGAGORS: PENNISI MAURICE
PENNISI CONSTANCE
REGION CODE ADDRESS : 35 WOODMEADOW DRIVE
01 CITY : SALEM
STATE/ZIP : NH 03079
MORTGAGE AMOUNT : 248,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,109.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,218.04 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 49.74000
----------------------------------------------------------------------------
0 0007794688 MORTGAGORS: KARCHON JAMES
KARCHON BARBARA
REGION CODE ADDRESS : 4975 BROOKDALE
01 CITY : BLOOMFIELD HILLS
STATE/ZIP : MI 48304
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 643,886.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,842.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 61.90400
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,872,450.00
P & I AMT: 16,616.90 UPB AMT: 1,858,387.82
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 31
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007794704 MORTGAGORS: GEORGE PIERRE
REGION CODE ADDRESS : 679 LINCOLN AVENUE
01 CITY : ST. PAUL
STATE/ZIP : MN 55105
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,121.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,477.75 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 73.68400
----------------------------------------------------------------------------
0 0007794712 MORTGAGORS: KNOEBEL BRIAN
KNOEBEL KATHY
REGION CODE ADDRESS : W311 N4981 OLD STEEPLE COURT
01 CITY : HARTLAND
STATE/ZIP : WI 53029
MORTGAGE AMOUNT : 304,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 302,034.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,690.12 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007794720 MORTGAGORS: KOSZEWNIK JOHN
KOSZEWNIK TONI
REGION CODE ADDRESS : 30800 FRANKLIN WOODS COURT
01 CITY : FRANKLIN
STATE/ZIP : MI 48025
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 286,137.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,548.54 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 43.63636
----------------------------------------------------------------------------
0 0007794738 MORTGAGORS: NELSEN JON
NELSEN SUSAN
REGION CODE ADDRESS : 2612 YORKTOWN
01 CITY : HOUSTON
STATE/ZIP : TX 77056
MORTGAGE AMOUNT : 312,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,982.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,760.92 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007794746 MORTGAGORS: MCLATCHY JOHN
MCLATCHY CATHERINE
REGION CODE ADDRESS : 2107 AIRLIE BROOK DRIVE
01 CITY : WILMINGTON
STATE/ZIP : NC 28403
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,055.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,639.89 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,480,000.00
P & I AMT: 13,117.22 UPB AMT: 1,471,332.08
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 32
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007794753 MORTGAGORS: WEISS MICHAEL
WEISS LYNN
REGION CODE ADDRESS : 7 MADISON LANE
01 CITY : COTO DE CAZA
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 303,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 301,143.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,787.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 50.50000
----------------------------------------------------------------------------
0 0007794761 MORTGAGORS: STRALEY HUGH
STRALEY LINDA
REGION CODE ADDRESS : 2230 33RD AVENUE SOUTH
01 CITY : SEATTLE
STATE/ZIP : WA 98144
MORTGAGE AMOUNT : 245,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,790.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,139.44 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 51.70500
----------------------------------------------------------------------------
0 0007794779 MORTGAGORS: MICHELSON JEFFREY
MICHELSON MELINDA
REGION CODE ADDRESS : 9921 SHIPWRECK LANE
01 CITY : EMERALD ISLE
STATE/ZIP : NC 28594
MORTGAGE AMOUNT : 612,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 610,069.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,500.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007794787 MORTGAGORS: FIELDS FREDDIE
FIELDS CORINNA
REGION CODE ADDRESS : 9542 CHEROKEE LANE
01 CITY : BEVERLY HILLS AREA
STATE/ZIP : CA 90210
MORTGAGE AMOUNT : 649,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 645,434.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,883.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 28.86600
----------------------------------------------------------------------------
0 0007794795 MORTGAGORS: YOUSIF MIKE
YOUSIF EMILY
REGION CODE ADDRESS : 3707 WARDS POINTE
01 CITY : ORCHARD LAKE VILLAGE
STATE/ZIP : MI 48324
MORTGAGE AMOUNT : 592,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 590,091.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,238.67 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 77.89400
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,402,100.00
P & I AMT: 21,549.68 UPB AMT: 2,391,529.38
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 33
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007794803 MORTGAGORS: HOROWITZ MARTIN
HOROWITZ TOBY
REGION CODE ADDRESS : 5872 VINTAGE OAKS CIRCLE
01 CITY : DELRAY BEACH
STATE/ZIP : FL 33484
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 398,738.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,595.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 48.48400
----------------------------------------------------------------------------
0 0007794811 MORTGAGORS: PERKINS JAMES
PERKINS SANDRA
REGION CODE ADDRESS : N 7059 OAKWOOD ROAD
01 CITY : WHITEWATER
STATE/ZIP : WI 53190
MORTGAGE AMOUNT : 269,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,260.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,380.41 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 75.77400
----------------------------------------------------------------------------
0 0007794829 MORTGAGORS: CLARK LEWIS
CLARK KATHRYN
REGION CODE ADDRESS : 3026 COTTONTAIL CT.
01 CITY : ANN ARBOR
STATE/ZIP : MI 48103
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,106.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,497.20 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 50.45000
----------------------------------------------------------------------------
0 0007794837 MORTGAGORS: VANDEFORD ALLAN
VANDEFORD MARY
REGION CODE ADDRESS : 47 HOWARD DRIVE
01 CITY : EDWARDS
STATE/ZIP : CO 81632
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 322,875.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,853.48 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 60.18500
----------------------------------------------------------------------------
0 0007794845 MORTGAGORS: MATHEWS FREDERICK
MATHEWS DORA
REGION CODE ADDRESS : 616 INTRACOASTAL DRIVE
01 CITY : FORT LAUDERDALE
STATE/ZIP : FL 33304
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 398,738.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,595.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 55.17200
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,674,000.00
P & I AMT: 14,921.71 UPB AMT: 1,666,719.28
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 34
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031591308 MORTGAGORS: DEPICE DEAN
DEPICE JENNIFER
REGION CODE ADDRESS : 2845 EDGE HILL ROAD
01 CITY : HUNTINGDON VALLEY
STATE/ZIP : PA 19006
MORTGAGE AMOUNT : 318,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 310,273.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,902.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.71428
----------------------------------------------------------------------------
0 0031627284 MORTGAGORS: BLAKE JAMES
BOONEY KAREN
REGION CODE ADDRESS : 5 GRISTMILL ROAD
01 CITY : MEDFIELD
STATE/ZIP : MA 02052
MORTGAGE AMOUNT : 390,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 379,953.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,505.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031628555 MORTGAGORS: GARFIELD ROBERT
WHIPPLE D
REGION CODE ADDRESS : 508 WALDRON TERRACE
01 CITY : MERION STATION
STATE/ZIP : PA 19066
MORTGAGE AMOUNT : 282,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,794.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,574.28 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 77.26000
----------------------------------------------------------------------------
0 0031630148 MORTGAGORS: CUNNINGHAM KEVAN
CUNNINGHAM SHEILA
REGION CODE ADDRESS : 5 GATEWAY LANE
01 CITY : NORTON
STATE/ZIP : MA 02766
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 290,079.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,654.73 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 76.72600
----------------------------------------------------------------------------
0 0031632292 MORTGAGORS: LUCA JOSEPH
LUCA JUDY
REGION CODE ADDRESS : 5 MINOLA ROAD
01 CITY : LEXINGTON
STATE/ZIP : MA 02173
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,929.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,419.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 56.38200
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,555,000.00
P & I AMT: 14,056.44 UPB AMT: 1,516,030.68
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 35
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031674567 MORTGAGORS: PARHAM JOSEPH
REGION CODE ADDRESS : 27 WHITNEY ROAD,UNIT 6
01 CITY : BROOKLINE
STATE/ZIP : MA 02146
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 490,497.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,529.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 72.56800
----------------------------------------------------------------------------
0 0031675382 MORTGAGORS: BHASIN SHAKI
BHASIN MADHU
REGION CODE ADDRESS : 47-43 202ND STREET
01 CITY : BAYSIDE
STATE/ZIP : NY 11361
MORTGAGE AMOUNT : 90,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 88,469.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 771.68 OUTSIDE CONV DATE :
LIFETIME RATE : 6.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.25000 PRODUCT CODE : 002
LTV : 39.13000
----------------------------------------------------------------------------
0 0031691314 MORTGAGORS: CANTIN NORMAN
GABRIEL ELLEN
REGION CODE ADDRESS : 1 WHISPERING LANE
01 CITY : NATICK
STATE/ZIP : MA 01760
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,996.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,592.75 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 43.34900
----------------------------------------------------------------------------
0 0031694292 MORTGAGORS: SNYDER DAWN
HARTRANFT THELMA
REGION CODE ADDRESS : 405 HAWS LANE
01 CITY : FLOURTOWN
STATE/ZIP : PA 19031
MORTGAGE AMOUNT : 278,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 273,370.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,421.68 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 44.37300
----------------------------------------------------------------------------
0 0031702905 MORTGAGORS: HAWKINS WILLIAM
HAWKINS DEBORAH
REGION CODE ADDRESS : 10687 ALLIWELLS COURT
01 CITY : OAKTON
STATE/ZIP : VA 22124
MORTGAGE AMOUNT : 630,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 619,944.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,662.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 72.74800
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,798,000.00
P & I AMT: 15,977.89 UPB AMT: 1,770,279.21
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 36
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031715584 MORTGAGORS: LEHMANN DANIEL
LEHMANN LISA
REGION CODE ADDRESS : 1094 CENTRE STREET
01 CITY : NEWTON
STATE/ZIP : MA 02159
MORTGAGE AMOUNT : 279,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 273,659.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,514.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 53.78800
----------------------------------------------------------------------------
0 0031716178 MORTGAGORS: REECE KEITH
REGION CODE ADDRESS : 114 QUAIL LANE
01 CITY : KENNETT SQUARE
STATE/ZIP : PA 19348
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,181.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,419.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.81900
----------------------------------------------------------------------------
0 0031727027 MORTGAGORS: BEAR LESLIE
BEAR WENDY
REGION CODE ADDRESS : 550 WOODLOCH SPRINGS
01 CITY : HAWLEY
STATE/ZIP : PA 18428
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,519.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,256.52 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 72.85700
----------------------------------------------------------------------------
0 0031734031 MORTGAGORS: BAL GURSHARAN
BAL MANDEEP
REGION CODE ADDRESS : 26275 EVA STREET
01 CITY : LAGUNA HILLS
STATE/ZIP : CA 92656
MORTGAGE AMOUNT : 245,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 241,128.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,226.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 85.94400
----------------------------------------------------------------------------
0 0031740129 MORTGAGORS: MORTON WILLIAM
MORTON CYNTHIA
REGION CODE ADDRESS : 15 NOBSCOT ROAD
01 CITY : NEWTON
STATE/ZIP : MA 02458
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 393,478.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,539.64 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 33.12600
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,445,500.00
P & I AMT: 12,955.81 UPB AMT: 1,424,968.85
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 37
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031740160 MORTGAGORS: GOLDBERG STUART
LEVINE ZENA
REGION CODE ADDRESS : 230 WOODED VIEW DRIVE
01 CITY : LOS GATOS
STATE/ZIP : CA 95032
MORTGAGE AMOUNT : 810,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 797,345.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 7,394.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 015
LTV : 51.42857
----------------------------------------------------------------------------
0 0031741044 MORTGAGORS: WALLACE FRANC
WALLACE SANDRA
REGION CODE ADDRESS : 414 TURNBERRY DR
01 CITY : JEFFERSON CITY
STATE/ZIP : MO 65109
MORTGAGE AMOUNT : 277,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 273,929.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,474.90 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031756190 MORTGAGORS: JAIN RAJIV
JAIN DEEPTI
REGION CODE ADDRESS : 7 MARLIN DRIVE
01 CITY : WHIPPANY
STATE/ZIP : NJ 07981
MORTGAGE AMOUNT : 290,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,583.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,611.10 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0031758816 MORTGAGORS: SHEARMAN ROBERT
SHEARMAN NANCY
REGION CODE ADDRESS : 335 HIGH STREET
01 CITY : CLOSTER
STATE/ZIP : NJ 07624
MORTGAGE AMOUNT : 435,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 427,871.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,909.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 68.50300
----------------------------------------------------------------------------
0 0031764616 MORTGAGORS: FAN MEI
REGION CODE ADDRESS : 27 NICOLE LOOP
01 CITY : STATEN ISLAND
STATE/ZIP : NY 10304
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,110.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,581.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 74.02500
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,098,000.00
P & I AMT: 18,971.72 UPB AMT: 2,072,840.32
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 38
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031779556 MORTGAGORS: DIGENNARO JOANN
REGION CODE ADDRESS : 11740 QUAY ROAD
01 CITY : OAKTON
STATE/ZIP : VA 22124
MORTGAGE AMOUNT : 284,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,357.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,593.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 72.85800
----------------------------------------------------------------------------
0 0031781719 MORTGAGORS: CLARK GARY
CLARK BRENDA
REGION CODE ADDRESS : 739 KELLOGG MILL ROAD
01 CITY : FREDERICKSBURG
STATE/ZIP : VA 22406
MORTGAGE AMOUNT : 352,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 348,720.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,213.28 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031782667 MORTGAGORS: MA BRENDA
MA PAK
REGION CODE ADDRESS : 214-05 18TH AVENUE
01 CITY : BAYSIDE
STATE/ZIP : NY 11360
MORTGAGE AMOUNT : 376,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 375,272.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,305.65 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 79.26300
----------------------------------------------------------------------------
0 0031783111 MORTGAGORS: SEYMOUR TAMARA
MURPHY BRIAN
REGION CODE ADDRESS : 629 RIVIERA ISLE
01 CITY : FT LAUDERDALE
STATE/ZIP : FL 33301
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,461.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,452.60 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 52.38000
----------------------------------------------------------------------------
0 0031783269 MORTGAGORS: ISEMAN JOHN
ISEMAN SUSAN
REGION CODE ADDRESS : 408 WILDWOOD DUNES TR
01 CITY : MYRTLE BEACH
STATE/ZIP : SC 29572
MORTGAGE AMOUNT : 424,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 421,258.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,752.02 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,711,650.00
P & I AMT: 15,317.45 UPB AMT: 1,697,070.99
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 39
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031789696 MORTGAGORS: QUIROZ LILLIAN
QUIROZ RAUL
REGION CODE ADDRESS : 82-24 KENT STREET
01 CITY : JAMAICA ESTATES
STATE/ZIP : NY 11432
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 398,710.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,539.64 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031794928 MORTGAGORS: HANSON JENNIFER
HANSON KEITH
REGION CODE ADDRESS : 1527 BALDWIN RD
01 CITY : LAPEER
STATE/ZIP : MI 48446
MORTGAGE AMOUNT : 248,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,687.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,229.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031795545 MORTGAGORS: JACKSON MICHAEL
BERGE LEANNE
REGION CODE ADDRESS : 38 RIDGE AVE,
01 CITY : NEWTON
STATE/ZIP : MA 02159
MORTGAGE AMOUNT : 309,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 305,300.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,755.83 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 50.65573
----------------------------------------------------------------------------
0 0031796121 MORTGAGORS: OTTMAN THOMAS
OTTMAN MARY
REGION CODE ADDRESS : 296 153RD LANE NW
01 CITY : ANOKA
STATE/ZIP : MN 55304
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 343,205.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,121.50 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 71.90400
----------------------------------------------------------------------------
0 0031806409 MORTGAGORS: TATTERSALL MICHAEL
TATTERSALL PAULETTE
REGION CODE ADDRESS : 62 CONCORD STREET
01 CITY : CARLISLE
STATE/ZIP : MA 01741
MORTGAGE AMOUNT : 470,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 466,993.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,191.72 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 62.66600
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,777,000.00
P & I AMT: 15,837.78 UPB AMT: 1,758,897.73
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 40
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031808884 MORTGAGORS: FREEDE MICHAEL
REGION CODE ADDRESS : 5706 E. BAY SHORE WALK
01 CITY : LONG BEACH
STATE/ZIP : CA 90803
MORTGAGE AMOUNT : 600,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 598,001.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,185.51 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------------------
0 0031810807 MORTGAGORS: DAVIS RICHARD
DAVIS GEORGINE
REGION CODE ADDRESS : 5 TWIN LAKES DR
01 CITY : MANALAPAN
STATE/ZIP : NJ 07726
MORTGAGE AMOUNT : 545,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 545,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,860.61 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 77.85700
----------------------------------------------------------------------------
0 0031811573 MORTGAGORS: NIEDERAUER F
NIEDERAUER PATRICIA
REGION CODE ADDRESS : 16260 LOS SERENOS ROBLES
01 CITY : LOS GATOS
STATE/ZIP : CA 95030
MORTGAGE AMOUNT : 700,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 693,263.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 6,242.99 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 250
LTV : 41.91600
----------------------------------------------------------------------------
0 0031811888 MORTGAGORS: DAYEH IBRAHIM
HANDAL-DAYEH MUNA
REGION CODE ADDRESS : 1370 HACIENDA DRIVE
01 CITY : EL CAJON
STATE/ZIP : CA 92020
MORTGAGE AMOUNT : 236,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 234,554.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,171.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 78.66600
----------------------------------------------------------------------------
0 0031817562 MORTGAGORS: SCALEA DONALD
BELT STEVEN
REGION CODE ADDRESS : 500 WEST 43RD STREET
01 CITY : NEW YORK
STATE/ZIP : NY 10036
MORTGAGE AMOUNT : 308,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,155.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,811.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 44.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,389,000.00
P & I AMT: 21,271.75 UPB AMT: 2,366,976.12
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 41
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031821309 MORTGAGORS: JONES ARTHUR
REGION CODE ADDRESS : 691 SOUTH BEVERLY PLACE
01 CITY : LAKE FOREST
STATE/ZIP : IL 60045
MORTGAGE AMOUNT : 365,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 356,377.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,337.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 78.62365
----------------------------------------------------------------------------
0 0031824410 MORTGAGORS: MACWILLIAM ANDREW
MACWILLIAM RHONDA
REGION CODE ADDRESS : 3 COCHRAN FARM ROAD
01 CITY : WINDHAM
STATE/ZIP : NH 03087
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,465.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,482.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031825862 MORTGAGORS: RAFALIAN AMIR
REGION CODE ADDRESS : 35 ROCKHILL ROAD
01 CITY : EAST HILLS
STATE/ZIP : NY 11577
MORTGAGE AMOUNT : 210,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 208,809.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,479.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/09
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 51.85100
----------------------------------------------------------------------------
0 0031826944 MORTGAGORS: SAY SABIT
TAKIL DILEK
REGION CODE ADDRESS : 1 GREENE STREET UNIT 303
01 CITY : JERSEY CITY
STATE/ZIP : NJ 07302
MORTGAGE AMOUNT : 276,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,867.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,468.21 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0031828163 MORTGAGORS: WEIN MITCHELL
WEIN SONDRA
REGION CODE ADDRESS : 739 HEMINGWAY DRIVE
01 CITY : AMBLER
STATE/ZIP : PA 19002
MORTGAGE AMOUNT : 311,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,997.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,752.07 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 75.30200
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,435,350.00
P & I AMT: 13,519.76 UPB AMT: 1,420,517.53
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 42
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031834211 MORTGAGORS: AHASIC GARY
AHASIC JUDITH
REGION CODE ADDRESS : 8 BUCKINGHAM DRIVE
01 CITY : AURORA
STATE/ZIP : IL 60506
MORTGAGE AMOUNT : 409,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 407,306.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,684.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 70.06800
----------------------------------------------------------------------------
0 0031835242 MORTGAGORS: MOY WAYNE
MOY CHI
REGION CODE ADDRESS : 17 SYCAMORE WAY
01 CITY : WARREN
STATE/ZIP : NJ 07059
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 318,968.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,831.72 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 69.56500
----------------------------------------------------------------------------
0 0031835507 MORTGAGORS: LEOUNG GIFFORD
KIONG MEE
REGION CODE ADDRESS : 161 SAN ALESO AVENUE
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94127
MORTGAGE AMOUNT : 418,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 418,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,727.95 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 63.33300
----------------------------------------------------------------------------
0 0031836604 MORTGAGORS: ROHRS MICHAEL
ROHRS WENDY
REGION CODE ADDRESS : 2395 SPYGLASS HILL COURT
01 CITY : RIVERWOODS
STATE/ZIP : IL 60015
MORTGAGE AMOUNT : 383,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 381,746.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,452.39 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 78.48360
----------------------------------------------------------------------------
0 0031836802 MORTGAGORS: MO HUGH
REGION CODE ADDRESS : 122 ARLEIGH ROAD
01 CITY : DOUGLASTON MANOR
STATE/ZIP : NY 11363
MORTGAGE AMOUNT : 480,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 478,418.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,181.32 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 63.15789
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,010,900.00
P & I AMT: 16,877.68 UPB AMT: 2,004,439.04
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 43
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031840176 MORTGAGORS: CHANDLER DAVID
CHANDLER DEBRA
REGION CODE ADDRESS : 26041 VIA VIENTO
01 CITY : MISSION VIEJO
STATE/ZIP : CA 92691
MORTGAGE AMOUNT : 312,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 310,500.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,787.05 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 78.12500
----------------------------------------------------------------------------
0 0031841182 MORTGAGORS: TRIGG THOMAS
REGION CODE ADDRESS : 8904 SOUTHWEST QUARTERMASTER DRIVE
01 CITY : VASHON
STATE/ZIP : WA 98070
MORTGAGE AMOUNT : 236,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 233,728.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,104.78 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 77.37705
----------------------------------------------------------------------------
0 0031841786 MORTGAGORS: CUNNINGHAM ROBERT
CUNNINGHAN MAEVE
REGION CODE ADDRESS : 517 HEIGHTS ROAD
01 CITY : RIDGEWOOD
STATE/ZIP : NJ 07450
MORTGAGE AMOUNT : 440,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 438,550.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,832.87 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 67.17500
----------------------------------------------------------------------------
0 0031842537 MORTGAGORS: CHU ROBERT
CHU W.F.
REGION CODE ADDRESS : 6711 FOXPOINTE DR
01 CITY : FORT WORTH
STATE/ZIP : TX 76132
MORTGAGE AMOUNT : 480,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 476,762.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,214.38 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 43.63636
----------------------------------------------------------------------------
0 0031843089 MORTGAGORS: FERLAND ARMAND
FERLAND DEBRA
REGION CODE ADDRESS : 118 ALDRICH AVENUE
01 CITY : WARWICK
STATE/ZIP : RI 02889
MORTGAGE AMOUNT : 395,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 393,657.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,468.08 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 67.52136
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,863,500.00
P & I AMT: 16,407.16 UPB AMT: 1,853,199.55
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 44
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031843865 MORTGAGORS: GOODMAN STEVEN
BUDNICK MARILYN
REGION CODE ADDRESS : 28 OAK TRAIL ROAD
01 CITY : ENGLEWOOD
STATE/ZIP : NJ 07661
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,074.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,194.99 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 50.40300
----------------------------------------------------------------------------
0 0031845530 MORTGAGORS: LUSKIN RICHARD
HOFFMAN AGGIE
REGION CODE ADDRESS : 11354 DONA PEGITA DRIVE
01 CITY : STUDIO CITY
STATE/ZIP : CA 91604
MORTGAGE AMOUNT : 288,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 285,491.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,432.84 OUTSIDE CONV DATE :
LIFETIME RATE : 6.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.00000 PRODUCT CODE : 002
LTV : 42.71111
----------------------------------------------------------------------------
0 0031846363 MORTGAGORS: KALIA MADHU
REGION CODE ADDRESS : 40 HUNTERS LN
01 CITY : DEVON
STATE/ZIP : PA 19333
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 322,943.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,921.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 62.50000
----------------------------------------------------------------------------
0 0031846454 MORTGAGORS: LASZEWSKI GARY
LASZEWSKI CAROL
REGION CODE ADDRESS : 98 HARDY ROAD
01 CITY : BEDFORD
STATE/ZIP : NH 03110
MORTGAGE AMOUNT : 180,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 178,267.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,605.34 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031846512 MORTGAGORS: KARP MICHAEL
REGION CODE ADDRESS : 2380 THE HAULOVER
01 CITY : SEABROOK ISLAND
STATE/ZIP : SC 29455
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,365.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,194.98 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 49.70179
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,293,300.00
P & I AMT: 11,349.34 UPB AMT: 1,284,143.10
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 45
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031846967 MORTGAGORS: HENRY RICHARD
HENRY SUZANNE
REGION CODE ADDRESS : 17960 SHAVERS LANE
01 CITY : WOODLAND
STATE/ZIP : MN 55391
MORTGAGE AMOUNT : 495,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 491,729.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,311.99 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 62.26400
----------------------------------------------------------------------------
0 0031847015 MORTGAGORS: HILDEBRANDT LARRY
HILDEBRANDT JANELLE
REGION CODE ADDRESS : 5995 HILLCREST ROAD
01 CITY : MEDFORD
STATE/ZIP : OR 97504
MORTGAGE AMOUNT : 335,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 332,762.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,895.24 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 74.44400
----------------------------------------------------------------------------
0 0031848500 MORTGAGORS: SMITH DOUGLAS
SMITH GEORGIA
REGION CODE ADDRESS : 3606 CRESCENT AVENUE
01 CITY : HIGHLAND PARK
STATE/ZIP : TX 75205
MORTGAGE AMOUNT : 700,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 700,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 6,194.37 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 015
LTV : 45.16100
----------------------------------------------------------------------------
0 0031848526 MORTGAGORS: ZWETCHKENBAUM MARK
ZWETCHKENBAUM LINNE
REGION CODE ADDRESS : 24 STUART ROAD
01 CITY : NEWTON
STATE/ZIP : MA 02459
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 313,973.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,765.68 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 58.33300
----------------------------------------------------------------------------
0 0031849003 MORTGAGORS: MCHUGH CHRISTOPHER
MCHUGH CHERYL
REGION CODE ADDRESS : SNAKE RIVER POINT
01 CITY : PINE CITY
STATE/ZIP : MN 55063
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,091.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,541.79 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,130,000.00
P & I AMT: 18,709.07 UPB AMT: 2,122,557.07
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 46
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031849938 MORTGAGORS: SNOWDEN JOHN
SNOWDEN CATHERINE
REGION CODE ADDRESS : 17 HEMLOCK ROAD
01 CITY : N. READING
STATE/ZIP : MA 01864
MORTGAGE AMOUNT : 303,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 301,218.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,662.08 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 74.86400
----------------------------------------------------------------------------
0 0031851926 MORTGAGORS: RAMANATHAN RAMESH
NADARAJAH JOTHI
REGION CODE ADDRESS : 5255 FAIR OAKS STREET
01 CITY : PITTSBURGH
STATE/ZIP : PA 15217
MORTGAGE AMOUNT : 294,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 293,031.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,561.06 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 85.21700
----------------------------------------------------------------------------
0 0031852189 MORTGAGORS: SOKOLOWICZ JOHN
SOKOLOWICZ LINDA
REGION CODE ADDRESS : 3524 BAYSHORE VILLAS DRIVE
01 CITY : COCONUT GROVE
STATE/ZIP : FL 33133
MORTGAGE AMOUNT : 570,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 566,234.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,965.31 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 47.50000
----------------------------------------------------------------------------
0 0031861396 MORTGAGORS: HOLTZMAN DANIEL
HOLTZMAN HALLIE
REGION CODE ADDRESS : 623 WOODRUFF AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90024
MORTGAGE AMOUNT : 649,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 645,831.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,887.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 28.25600
----------------------------------------------------------------------------
0 0031861545 MORTGAGORS: GORMAN GEORGE
GORMAN SUSAN
REGION CODE ADDRESS : 17 SUNSET PATH
01 CITY : SUDBURY
STATE/ZIP : MA 01776
MORTGAGE AMOUNT : 297,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,052.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,648.81 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 67.50000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,114,100.00
P & I AMT: 18,724.26 UPB AMT: 2,102,368.14
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 47
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031861925 MORTGAGORS: ROBERTS JOHN
ROBERTS PATRICIA
REGION CODE ADDRESS : 31 BLACKPOINT HORSESHOE
01 CITY : RUMSON
STATE/ZIP : NJ 07760
MORTGAGE AMOUNT : 390,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 387,584.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,560.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 59.09000
----------------------------------------------------------------------------
0 0031865967 MORTGAGORS: PORTER CHARLES
REGION CODE ADDRESS : 41 MONTEREY ROAD
01 CITY : SANTE FE
STATE/ZIP : NM 87505
MORTGAGE AMOUNT : 192,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 190,731.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,672.53 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031866031 MORTGAGORS: TELVI ISAAC
TELVI CHERYL
REGION CODE ADDRESS : 39 ARBOR LANE
01 CITY : DIX HILLS
STATE/ZIP : NY 11746
MORTGAGE AMOUNT : 286,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 285,087.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,550.70 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 63.55500
----------------------------------------------------------------------------
0 0031866064 MORTGAGORS: SHAHEEN PETER
SHAHEEN MARGARET
REGION CODE ADDRESS : 35 CRANBERRY LN
01 CITY : NORTH ANDOVER
STATE/ZIP : MA 01845
MORTGAGE AMOUNT : 244,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,187.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,108.78 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 53.74400
----------------------------------------------------------------------------
0 0031866163 MORTGAGORS: NASSER HALIM
REGION CODE ADDRESS : 10007 HELIX MONT CIRCLE
01 CITY : LA MESA
STATE/ZIP : CA 91941
MORTGAGE AMOUNT : 246,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,271.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,304.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 250
LTV : 61.68700
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,358,750.00
P & I AMT: 12,197.15 UPB AMT: 1,351,862.87
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 48
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031866262 MORTGAGORS: HARRIS SHERRY
HARRIS THOMAS
REGION CODE ADDRESS : 9145 BRINGLE FERRY ROAD
01 CITY : SALISBURY
STATE/ZIP : NC 28146
MORTGAGE AMOUNT : 286,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,282.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,534.39 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031867294 MORTGAGORS: RAHN LORETTA
PETERSEN CYNTHIA
REGION CODE ADDRESS : 157 LIBERTY STREET
01 CITY : HACKETTSTOWN
STATE/ZIP : NJ 07840
MORTGAGE AMOUNT : 117,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 117,300.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,112.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 02/01/14
CURRENT INT RATE: 7.87500 PRODUCT CODE : 250
LTV : 85.00000
----------------------------------------------------------------------------
0 0031867658 MORTGAGORS: BAKER DONALD
BAKER JUDITH
REGION CODE ADDRESS : 11789 LAKESHORE NORTH
01 CITY : AUBURN
STATE/ZIP : CA 95602
MORTGAGE AMOUNT : 246,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,766.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,159.87 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 72.78100
----------------------------------------------------------------------------
0 0031868680 MORTGAGORS: SNOW WILLIAM
SNOW JUDY
REGION CODE ADDRESS : 1111 SNOWCREST ROAD
01 CITY : ALPINE MEADOWS
STATE/ZIP : CA 96146
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,143.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,696.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031869977 MORTGAGORS: HSU BENJAMIN
HSU CAROL
REGION CODE ADDRESS : 2701 EAST OXBOW ROAD
01 CITY : COLBERT
STATE/ZIP : WA 99005
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 290,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,586.38 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 76.31500
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,239,700.00
P & I AMT: 11,089.67 UPB AMT: 1,231,493.19
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 49
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031870033 MORTGAGORS: ERTZNER THOMAS
ERTZNER TERESA
REGION CODE ADDRESS : 0539 LIONS RIDGE ROAD
01 CITY : CARBONDALE
STATE/ZIP : CA 81623
MORTGAGE AMOUNT : 297,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,165.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,612.03 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0031871114 MORTGAGORS: BRADICICH KEVIN
BRADICICH NINA
REGION CODE ADDRESS : 73 INDIAN HEAD ROAD
01 CITY : GREENWICH
STATE/ZIP : CT 06878
MORTGAGE AMOUNT : 800,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 794,937.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 7,190.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 015
LTV : 48.48400
----------------------------------------------------------------------------
0 0031871387 MORTGAGORS: RETTELA JAMES
RETTELA HEIDI
REGION CODE ADDRESS : 6365 TIBURON TERRACE
01 CITY : YORBA LINDA
STATE/ZIP : CA 92886
MORTGAGE AMOUNT : 272,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,699.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,373.77 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 73.15400
----------------------------------------------------------------------------
0 0031873441 MORTGAGORS: CARCIDO JOAQUIN
CARCIDO MEDINA
REGION CODE ADDRESS : 3351 MORNINGSIDE DRIVE
01 CITY : STOCKTON
STATE/ZIP : CA 95219
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,080.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,675.56 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 56.60300
----------------------------------------------------------------------------
0 0031874498 MORTGAGORS: FLOYD RANDALL
FLOYD JULIA
REGION CODE ADDRESS : 1500 E HIGHLANDS CT
01 CITY : COLUMBIA
STATE/ZIP : MO 65203
MORTGAGE AMOUNT : 416,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 414,687.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,739.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,086,000.00
P & I AMT: 18,591.12 UPB AMT: 2,073,570.84
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 50
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031874860 MORTGAGORS: HUGHES LYNN
HUGHES SHEILA
REGION CODE ADDRESS : 28 MISTY MORNING DRIVE
01 CITY : HILTON HEAD ISLAND
STATE/ZIP : SC 29926
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,259.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,425.85 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031874985 MORTGAGORS: TERRY MICHAEL
TERRY MARTHA
REGION CODE ADDRESS : 12 PLUMMERS LANE
01 CITY : NEWBURY
STATE/ZIP : MA 01951
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 318,945.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,787.54 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 74.41800
----------------------------------------------------------------------------
0 0031876303 MORTGAGORS: BLANCHARD RICHARD
BLANCHARD DEBORAH
REGION CODE ADDRESS : 370 WINGED FOOT DRIVE
01 CITY : WESTMINSTER
STATE/ZIP : MD 21158
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 238,448.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,123.79 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031876683 MORTGAGORS: BRYANT RANDALL
BRYANT LORI
REGION CODE ADDRESS : 13555 THORNCREEK CIRCLE
01 CITY : THORNTON
STATE/ZIP : CO 80241
MORTGAGE AMOUNT : 243,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 241,925.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,154.76 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 68.59155
----------------------------------------------------------------------------
0 0031877152 MORTGAGORS: MERLONGHI GARY
MERLONGHI AVA
REGION CODE ADDRESS : 1 REESE DRIVE
01 CITY : NEWARK
STATE/ZIP : DE 19711
MORTGAGE AMOUNT : 370,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 367,607.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,274.17 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 67.27200
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,445,500.00
P & I AMT: 12,766.11 UPB AMT: 1,437,186.74
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 51
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031877541 MORTGAGORS: RICHARDSON LINDA
REGION CODE ADDRESS : 105 SOUTH MANOR AVENUE
01 CITY : LONGPORT
STATE/ZIP : NJ 08043
MORTGAGE AMOUNT : 472,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 469,254.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,449.97 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/09
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 39.66386
----------------------------------------------------------------------------
0 0031877889 MORTGAGORS: BRAUN DANIEL
BRAUN MARSHA
REGION CODE ADDRESS : 7438 FOX HOLLOW RIDGE
01 CITY : ZIONSVILLE
STATE/ZIP : IN 46077
MORTGAGE AMOUNT : 329,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 328,560.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,962.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 67.81800
----------------------------------------------------------------------------
0 0031879018 MORTGAGORS: KAHENASA IRAJ
SIDIGH NAHID
REGION CODE ADDRESS : 11780 CHENAULT STREET
01 CITY : LOS ANGELES
STATE/ZIP : CA 90049
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 645,841.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,797.06 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 250
LTV : 40.62500
----------------------------------------------------------------------------
0 0031880081 MORTGAGORS: STEINBERG BARRY
STEINBERG PENNY
REGION CODE ADDRESS : 8 LANSING ROAD
01 CITY : NEWTON
STATE/ZIP : MA 02165
MORTGAGE AMOUNT : 415,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 411,133.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,788.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 43.22900
----------------------------------------------------------------------------
0 0031880578 MORTGAGORS: GILLETT DON
GILLETT LORI
REGION CODE ADDRESS : 16491 SOUTHWEST TIMBERLAND DR.
01 CITY : BEAVERTON
STATE/ZIP : OR 97007
MORTGAGE AMOUNT : 294,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,760.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,622.06 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.89100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,160,600.00
P & I AMT: 20,620.01 UPB AMT: 2,147,550.32
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 52
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031881576 MORTGAGORS: CAPONES LOPE
CAPONES EVELYN
REGION CODE ADDRESS : 2268 MONTSERRAT COURT
01 CITY : CHINO HILLS
STATE/ZIP : CA 91709
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,171.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,292.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031882178 MORTGAGORS: OVERTURF DOUGLAS
OVERTURF JUDITH
REGION CODE ADDRESS : 10107 RADFORD AVENUE NORTHWEST
01 CITY : SEATTLE
STATE/ZIP : WA 98177
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,080.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,675.56 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 52.17300
----------------------------------------------------------------------------
0 0031883580 MORTGAGORS: HAIMOWITZ AZRIEL
HAIMOWITZ JOYCE
REGION CODE ADDRESS : 85 CHERRY LANE
01 CITY : TEANECK
STATE/ZIP : NJ 07666
MORTGAGE AMOUNT : 277,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 273,789.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,216.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/08
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 58.93600
----------------------------------------------------------------------------
0 0031883986 MORTGAGORS: ANDERSON ROBERT
REGION CODE ADDRESS : 41478 MISSION DRIVE
01 CITY : PALMDALE
STATE/ZIP : CA 93551
MORTGAGE AMOUNT : 379,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 376,678.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,486.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.78947
----------------------------------------------------------------------------
0 0031884034 MORTGAGORS: RAABE DANIEL
RAABE SUSAN
REGION CODE ADDRESS : 158 MCNEIL COVE
01 CITY : CHARLOTTE
STATE/ZIP : VT 05445
MORTGAGE AMOUNT : 505,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 501,640.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,609.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 74.81400
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,716,000.00
P & I AMT: 16,280.26 UPB AMT: 1,702,361.32
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 53
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031884984 MORTGAGORS: GRAINER STEVEN
GRAINER HOLLY
REGION CODE ADDRESS : 6 EAST GATE ROAD
01 CITY : PT WASHINGTON
STATE/ZIP : NY 11050
MORTGAGE AMOUNT : 648,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 645,933.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,779.22 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031885247 MORTGAGORS: GARG RAJIV
GARG SADHANA
REGION CODE ADDRESS : 75 GRANT
01 CITY : IRVINE
STATE/ZIP : CA 92620
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,154.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,333.48 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 79.88100
----------------------------------------------------------------------------
0 0031886070 MORTGAGORS: OVERMAN KENNETH
OVERMAN SANDRA
REGION CODE ADDRESS : 872 LAKESHORE DRIVE
01 CITY : VALDOSTA
STATE/ZIP : GA 31605
MORTGAGE AMOUNT : 424,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 421,454.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,785.03 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031886096 MORTGAGORS: SIMPSON JOHN
SIMPSON KARON
REGION CODE ADDRESS : 16407 KIDD LANE
01 CITY : AUSTIN
STATE/ZIP : TX 78734
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 397,080.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,539.64 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 33.33300
----------------------------------------------------------------------------
0 0031886484 MORTGAGORS: COYNE DANIEL
COYNE MADLYN
REGION CODE ADDRESS : 448 WINGS NECK ROAD
01 CITY : POCASSET
STATE/ZIP : MA 02559
MORTGAGE AMOUNT : 700,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 697,885.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 6,489.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.50000 PRODUCT CODE : 015
LTV : 63.63600
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,442,400.00
P & I AMT: 21,926.45 UPB AMT: 2,429,508.13
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 54
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031886690 MORTGAGORS: PETERMEIER NORMAN
PETERMEIER STEPHANIE
REGION CODE ADDRESS : 1092 PIEMONTE DRIVE,
01 CITY : PLEASANTON,
STATE/ZIP : CA 94566
MORTGAGE AMOUNT : 363,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 358,346.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,137.23 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 33.00000
----------------------------------------------------------------------------
0 0031886807 MORTGAGORS: CHADDERTON GEORGE
CHADDERTON MERIBETH
REGION CODE ADDRESS : 124 ENCHANTED WAY
01 CITY : SAN RAMON
STATE/ZIP : CA 94583
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,665.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,123.79 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 79.47000
----------------------------------------------------------------------------
0 0031887748 MORTGAGORS: ASHLOCK GREG
ASHLOCK BECKY
REGION CODE ADDRESS : 23240 WEST SORREL COURT
01 CITY : VALENCIA AREA
STATE/ZIP : CA 91354
MORTGAGE AMOUNT : 318,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 316,341.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,817.56 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031888050 MORTGAGORS: ELLER CHUCK
REGION CODE ADDRESS : 320 SEQUOYAH DRIVE
01 CITY : ALPHARETTA
STATE/ZIP : GA 30004
MORTGAGE AMOUNT : 75,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 74,506.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 691.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0031890544 MORTGAGORS: DATER JOHN
DATER SHARON
REGION CODE ADDRESS : 10 TOWHEE TRAIL
01 CITY : EASTHAMPTON
STATE/ZIP : NY 11937
MORTGAGE AMOUNT : 94,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 94,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,097.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/09
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 20.65900
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,090,600.00
P & I AMT: 9,867.84 UPB AMT: 1,080,859.92
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 55
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031890684 MORTGAGORS: YOUNG CHRISTOPHER
YOUNG VANESSA
REGION CODE ADDRESS : 7 CARRIAGE HILL
01 CITY : SIGNAL MOUNTAIN
STATE/ZIP : TN 37377
MORTGAGE AMOUNT : 435,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 423,556.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,849.36 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031890692 MORTGAGORS: WILLIFORD GORDON
REGION CODE ADDRESS : 3024 LAKE FOREST DRIVE
01 CITY : AUGUSTA
STATE/ZIP : GA 30909
MORTGAGE AMOUNT : 201,560.58 OPTION TO CONVERT :
UNPAID BALANCE : 195,702.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,811.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 73.29475
----------------------------------------------------------------------------
0 0031890742 MORTGAGORS: POLAND ROBERT
POLAND JACQUELINE
REGION CODE ADDRESS : 24 HOPSON ROAD
01 CITY : JACKSONVILLE
STATE/ZIP : FL 32250
MORTGAGE AMOUNT : 130,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 124,095.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,177.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/12
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 32.50000
----------------------------------------------------------------------------
0 0031890783 MORTGAGORS: ZENNI MARTIN
ZENNI ELISA
REGION CODE ADDRESS : 109 LATERN WICK PLACE
01 CITY : PONTE VERDRA BEACH
STATE/ZIP : FL 32082
MORTGAGE AMOUNT : 321,862.06 OPTION TO CONVERT :
UNPAID BALANCE : 311,179.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,892.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 69.97000
----------------------------------------------------------------------------
0 0031890890 MORTGAGORS: BYRD S.
BYRD LARA
REGION CODE ADDRESS : 17 DEER CREEK DRIVE
01 CITY : SAVANNAH
STATE/ZIP : GA 31411
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,657.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,229.64 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 41.66600
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,338,422.64
P & I AMT: 11,961.25 UPB AMT: 1,297,191.47
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 56
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031890916 MORTGAGORS: BOUDREAULT RANDEL
REGION CODE ADDRESS : UNIT #12 PHEASANT CROSSING ROAD
01 CITY : BRADFORD
STATE/ZIP : MA 01835
MORTGAGE AMOUNT : 86,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 86,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 838.20 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 8.25000 PRODUCT CODE : 250
LTV : 71.40400
----------------------------------------------------------------------------
0 0031890965 MORTGAGORS: BASS FRANCIS
REGION CODE ADDRESS : 4439 EAST BROOKFIELD DRIVE
01 CITY : NASHVILLE
STATE/ZIP : TN 37205
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 393,478.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,539.64 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 56.73700
----------------------------------------------------------------------------
0 0031890973 MORTGAGORS: PARKER RICHARD
PARKER SANDRA
REGION CODE ADDRESS : 811 STUART LANE
01 CITY : BRENTWOOD
STATE/ZIP : TN 37027
MORTGAGE AMOUNT : 327,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,107.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,921.71 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 66.85700
----------------------------------------------------------------------------
0 0031890981 MORTGAGORS: MCMILLAN DANIEL
MCMILLAN PEGGY
REGION CODE ADDRESS : 3736 INVERNESS WAY
01 CITY : MARTINEZ
STATE/ZIP : GA 30907
MORTGAGE AMOUNT : 226,986.37 OPTION TO CONVERT :
UNPAID BALANCE : 217,740.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,977.29 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 02/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 89.01400
----------------------------------------------------------------------------
0 0031890999 MORTGAGORS: CHANDLER CHARLES
CHANDLER MARION
REGION CODE ADDRESS : 2927 PRINCETON LANE
01 CITY : MURFEESBORO
STATE/ZIP : TN 37129
MORTGAGE AMOUNT : 251,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,299.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,238.55 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 82.29500
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,291,986.37
P & I AMT: 11,515.39 UPB AMT: 1,262,026.35
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 57
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031891005 MORTGAGORS: OSTA SALIM
OSTA JEAN
REGION CODE ADDRESS : 2336 OCEAN ROAD ST.
01 CITY : ST. SIMONS ISLAND
STATE/ZIP : GA 31522
MORTGAGE AMOUNT : 499,360.15 OPTION TO CONVERT :
UNPAID BALANCE : 488,156.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,523.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 62.42000
----------------------------------------------------------------------------
0 0031891013 MORTGAGORS: DESPREAUX ANDRE
DESPREAUX ANNIE
REGION CODE ADDRESS : 2761 NE 47TH STREET
01 CITY : LIGHTHOUSE POINT
STATE/ZIP : FL 33064
MORTGAGE AMOUNT : 246,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,053.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,247.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 61.24300
----------------------------------------------------------------------------
0 0031891021 MORTGAGORS: TUNE LARRY
TUNE KATHY
REGION CODE ADDRESS : 265 LEDGEMONT COURT
01 CITY : ATLANTA
STATE/ZIP : GA 30342
MORTGAGE AMOUNT : 310,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 304,273.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,746.32 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 71.34400
----------------------------------------------------------------------------
0 0031891054 MORTGAGORS: RICHARDS DAVID
RICHARDS LISA
REGION CODE ADDRESS : 2201 MANSFIELD PLACE
01 CITY : LEXINGTON
STATE/ZIP : KY 40515
MORTGAGE AMOUNT : 264,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,875.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,354.50 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 78.57100
----------------------------------------------------------------------------
0 0031891062 MORTGAGORS: MCCRUM GALEN
MCCRUM REBECCA
REGION CODE ADDRESS : 620 NEWPORT SHORE
01 CITY : ALPHARETTA
STATE/ZIP : GA 30005
MORTGAGE AMOUNT : 397,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 391,088.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,545.12 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,717,410.15
P & I AMT: 15,416.77 UPB AMT: 1,684,446.22
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 58
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031891070 MORTGAGORS: CURTIN JOHN
REGION CODE ADDRESS : 1880 REDBOURNE DRIVE
01 CITY : DUNWOODY
STATE/ZIP : GA 30350
MORTGAGE AMOUNT : 241,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 234,543.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,132.63 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 67.50700
----------------------------------------------------------------------------
0 0031891096 MORTGAGORS: WILSON DAVID
REGION CODE ADDRESS : 1131 SPRINGDALE ROAD, N.E.
01 CITY : ATLANTA
STATE/ZIP : GA 30306
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 490,190.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,424.55 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 75.75700
----------------------------------------------------------------------------
0 0031891104 MORTGAGORS: LANCE DAVID
LANCE BARBARA
REGION CODE ADDRESS : 500 LANCE ROAD NE
01 CITY : CALHOUN
STATE/ZIP : GA 30701
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,176.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,675.57 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 62.50000
----------------------------------------------------------------------------
0 0031891112 MORTGAGORS: TRZASKA GREGORY
TRZASKA SUSAN
REGION CODE ADDRESS : 220 MERRITT DRIVE
01 CITY : ROSWELL
STATE/ZIP : GA 30076
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,822.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,425.84 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 81.19400
----------------------------------------------------------------------------
0 0031891120 MORTGAGORS: WU JOHN
WANG HWEI
REGION CODE ADDRESS : 8186 LAKE SERENE DRIVE
01 CITY : ORLANDO
STATE/ZIP : FL 32836
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,678.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,536.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 60.21505
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,593,000.00
P & I AMT: 14,194.92 UPB AMT: 1,559,410.82
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 59
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031891153 MORTGAGORS: PAPARELLA ENZO
PAPARELLA ROSEMARIE
REGION CODE ADDRESS : 315 SADDLEWORTH PLACE
01 CITY : HEATHROW
STATE/ZIP : FL 32746
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 641,725.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,842.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 65.00000
----------------------------------------------------------------------------
0 0031891161 MORTGAGORS: SOUTH RICHARD
REGION CODE ADDRESS : 2622 LAKE HOWELL LANE
01 CITY : WINTER PARK
STATE/ZIP : FL 32792
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,358.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,738.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 68.61000
----------------------------------------------------------------------------
0 0031891179 MORTGAGORS: KAHKY MICHAEL
HOROWITZ DIANE
REGION CODE ADDRESS : 781 N. LAKE SYBELIA DRIVE
01 CITY : MAITLAND
STATE/ZIP : FL 32751
MORTGAGE AMOUNT : 351,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 346,579.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,179.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 76.97300
----------------------------------------------------------------------------
0 0031891781 MORTGAGORS: LYON JOHN
LYON MARILYN
REGION CODE ADDRESS : 821 COUNTRY CLUB DRIVE
01 CITY : OJAI
STATE/ZIP : CA 93023
MORTGAGE AMOUNT : 345,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 342,863.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,149.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 53.48837
----------------------------------------------------------------------------
0 0031891823 MORTGAGORS: SELTZER MARC
SNYDER CHRISTINA
REGION CODE ADDRESS : 1022 RIDGEDALE DRIVE
01 CITY : BEVERLY HILLS
STATE/ZIP : CA 90210
MORTGAGE AMOUNT : 964,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 960,891.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 8,530.53 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 015
LTV : 38.56000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,610,000.00
P & I AMT: 23,440.35 UPB AMT: 2,586,418.67
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 60
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031892011 MORTGAGORS: HOYO EMILIA
REGION CODE ADDRESS : 199 OCEAN LANE DRIVE
01 CITY : KEY BISCAYNE
STATE/ZIP : FL 33149
MORTGAGE AMOUNT : 90,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 89,442.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 821.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 41.86046
----------------------------------------------------------------------------
0 0031892854 MORTGAGORS: KADOWAKI TOM
REGION CODE ADDRESS : 9671 SOUTH DODSON WAY
01 CITY : VILLA PARK
STATE/ZIP : CA 92861
MORTGAGE AMOUNT : 392,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 384,694.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,609.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 49.98726
----------------------------------------------------------------------------
0 0031894645 MORTGAGORS: RIAD ABDEL-REHIM
RIAD NAGDA
REGION CODE ADDRESS : 188 BERKLEY AVENUE
01 CITY : BELLEMEAD
STATE/ZIP : NJ 08502
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,730.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,195.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 65.42000
----------------------------------------------------------------------------
0 0031895535 MORTGAGORS: NGUYEN PHUC
NGUYEN VAN
REGION CODE ADDRESS : 620 MARLIN LANE
01 CITY : CARLSBAD
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 256,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,529.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,302.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 56.05000
----------------------------------------------------------------------------
0 0031895725 MORTGAGORS: RUIZ RUPERTO
RUIZ CONSUELO
REGION CODE ADDRESS : 21511 ARCHER CIRCLE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92646
MORTGAGE AMOUNT : 172,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 170,899.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,533.99 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 49.14200
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,260,550.00
P & I AMT: 11,462.73 UPB AMT: 1,150,297.17
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 61
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031896855 MORTGAGORS: WEINSTEIN SUSAN
WEINSTEIN NORMAN
REGION CODE ADDRESS : 77 BRIDGEFIELD ROAD
01 CITY : BRIDGEHAMPTON
STATE/ZIP : NY 11932
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,759.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/14
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031897077 MORTGAGORS: CATALDO VALENZIO
REGION CODE ADDRESS : 445 WEST PALM AIRE DRIVE
01 CITY : POMPANO BEACH
STATE/ZIP : FL 33069
MORTGAGE AMOUNT : 150,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 149,566.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,433.48 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 8.00000 PRODUCT CODE : 250
LTV : 70.12000
----------------------------------------------------------------------------
0 0031897630 MORTGAGORS: KETTLER ROBERT
KETTLER CHARLOTTE
REGION CODE ADDRESS : 600 BOYLE LANE
01 CITY : MCLEAN
STATE/ZIP : VA 22102
MORTGAGE AMOUNT : 1,300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 1,291,593.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 11,503.83 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 015
LTV : 51.49500
----------------------------------------------------------------------------
0 0031897911 MORTGAGORS: SUM ANDREW
SUM CINDY
REGION CODE ADDRESS : 12 PLUMERIA
01 CITY : IRVINE
STATE/ZIP : CA 92620
MORTGAGE AMOUNT : 488,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 486,409.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,284.61 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031897929 MORTGAGORS: CHANG PETER
CHANG MABEL
REGION CODE ADDRESS : 7542 DENISON PLACE
01 CITY : CASTRO VALLEY
STATE/ZIP : CA 94552
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 328,947.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,943.12 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 73.33333
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,568,000.00
P & I AMT: 22,924.81 UPB AMT: 2,556,517.35
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 62
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031898141 MORTGAGORS: PERALTA CAROL
REGION CODE ADDRESS : 401 NORTHEAST 6TH
01 CITY : COUPEVILLE
STATE/ZIP : WA 98239
MORTGAGE AMOUNT : 78,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 77,751.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 695.65 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 46.42800
----------------------------------------------------------------------------
0 0031898695 MORTGAGORS: TEMPLE JOSEPH
TEMPLE WANDA
REGION CODE ADDRESS : 138 FOX TRACE
01 CITY : SIMPSONVILLE
STATE/ZIP : SC 29680
MORTGAGE AMOUNT : 254,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,863.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,265.32 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031898703 MORTGAGORS: BURR JAMES
BURR OK
REGION CODE ADDRESS : 2237 BAESEL VIEW DRIVE
01 CITY : ORLANDO
STATE/ZIP : FL 32835
MORTGAGE AMOUNT : 329,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 324,592.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,987.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.99700
----------------------------------------------------------------------------
0 0031898711 MORTGAGORS: MURER GLENN
REGION CODE ADDRESS : 23 COAST COTTAGE
01 CITY : ST. SIMONS IS.
STATE/ZIP : GA 31522
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 392,235.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,567.42 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 67.22689
----------------------------------------------------------------------------
0 0031898737 MORTGAGORS: ROSECAN ARTHUR
JENSEN KAREN
REGION CODE ADDRESS : 20966 ST LOUIS ROAD
01 CITY : MIDDLEBURG
STATE/ZIP : VA 20117
MORTGAGE AMOUNT : 274,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,437.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,386.83 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 63.72000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,335,800.00
P & I AMT: 11,902.65 UPB AMT: 1,313,879.16
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 63
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031898745 MORTGAGORS: LAMBETH GEORGE
LAMBETH LANDONICE
REGION CODE ADDRESS : 1455 48TH CT
01 CITY : VERO BEACH
STATE/ZIP : FL 32966
MORTGAGE AMOUNT : 131,511.47 OPTION TO CONVERT :
UNPAID BALANCE : 108,074.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,535.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 05/01/08
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 25.04900
----------------------------------------------------------------------------
0 0031898752 MORTGAGORS: MALOCH CLARENCE
HOFFMAN CAROL
REGION CODE ADDRESS : 2480 BRITT ROAD
01 CITY : STUART
STATE/ZIP : FL 34994
MORTGAGE AMOUNT : 846,014.55 OPTION TO CONVERT :
UNPAID BALANCE : 818,895.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 7,663.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 015
LTV : 66.35400
----------------------------------------------------------------------------
0 0031898760 MORTGAGORS: GUEST RICHARD
GUEST KAREN
REGION CODE ADDRESS : 300 SOUTH POINTE DRIVE #1605
01 CITY : MIAMI BEACH
STATE/ZIP : FL 33139
MORTGAGE AMOUNT : 346,259.56 OPTION TO CONVERT :
UNPAID BALANCE : 339,748.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,160.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 65.95400
----------------------------------------------------------------------------
0 0031898778 MORTGAGORS: DOUGLAS RICHARD
REGION CODE ADDRESS : 5544 PENNOCK POINT ROAD
01 CITY : JUPITER
STATE/ZIP : FL 33458
MORTGAGE AMOUNT : 200,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 194,247.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,811.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 41.23700
----------------------------------------------------------------------------
0 0031898786 MORTGAGORS: FINK WARREN
FINK KAREN
REGION CODE ADDRESS : 655 BOCA MARINA COURT
01 CITY : BOCA RATON
STATE/ZIP : FL 33487
MORTGAGE AMOUNT : 375,891.93 OPTION TO CONVERT :
UNPAID BALANCE : 368,671.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,378.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 57.82900
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,899,677.51
P & I AMT: 17,550.06 UPB AMT: 1,829,637.24
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 64
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031898794 MORTGAGORS: ALCOTT GEORGE
ALCOTT BEVERLY
REGION CODE ADDRESS : 11311 WILLOW GARDENS DRIVE
01 CITY : WINDERMERE
STATE/ZIP : FL 34786
MORTGAGE AMOUNT : 245,931.46 OPTION TO CONVERT :
UNPAID BALANCE : 241,306.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,245.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 70.26600
----------------------------------------------------------------------------
0 0031898810 MORTGAGORS: CHACKO GEORGE
REGION CODE ADDRESS : 8915 ISHERWOOD LANE
01 CITY : KNOXVILLE
STATE/ZIP : TN 37922
MORTGAGE AMOUNT : 289,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,731.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,561.37 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 94.99400
----------------------------------------------------------------------------
0 0031898828 MORTGAGORS: CABANAS OSCAR
CABANAS LEONOR
REGION CODE ADDRESS : 9345 S.W. 116 STREET
01 CITY : MIAMI
STATE/ZIP : FL 33176
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,139.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,675.56 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 71.59900
----------------------------------------------------------------------------
0 0031898836 MORTGAGORS: HADLEY MARGARET
HADLEY ROBERT
REGION CODE ADDRESS : 4708 SPINNAKER DR
01 CITY : BRADENTON
STATE/ZIP : FL 34208
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 320,173.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,041.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/12
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 70.04300
----------------------------------------------------------------------------
0 0031898851 MORTGAGORS: ARMSTRONG WILLIAM
ARMSTRONG TERESA
REGION CODE ADDRESS : 1874 LAGO VISTA BOULEVARD
01 CITY : PALM HARBOR
STATE/ZIP : FL 34685
MORTGAGE AMOUNT : 329,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 323,231.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,093.16 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 04/01/12
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 62.76100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,489,881.46
P & I AMT: 13,616.56 UPB AMT: 1,465,582.60
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 65
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031898869 MORTGAGORS: CERF EMMANUEL
CERF SHELLEY
REGION CODE ADDRESS : 3399 MAPLE STREET,NE,ST.
01 CITY : ST PETERSBURG
STATE/ZIP : FL 33704
MORTGAGE AMOUNT : 255,447.43 OPTION TO CONVERT :
UNPAID BALANCE : 251,370.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,296.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.33100
----------------------------------------------------------------------------
0 0031898877 MORTGAGORS: CATHERALL ALAN
EGLINGER BELINDA
REGION CODE ADDRESS : 110 OTTER SHAW COURT
01 CITY : ALPHARETTA
STATE/ZIP : GA 30022
MORTGAGE AMOUNT : 204,341.45 OPTION TO CONVERT :
UNPAID BALANCE : 199,651.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,808.24 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 57.56000
----------------------------------------------------------------------------
0 0031898885 MORTGAGORS: CASSADY JAMES
CASSADY LAVERTA
REGION CODE ADDRESS : 600 BEACH ROAD, BLDG M # 237
01 CITY : INDIAN RIVER SHORES
STATE/ZIP : FL 32963
MORTGAGE AMOUNT : 242,288.47 OPTION TO CONVERT :
UNPAID BALANCE : 235,319.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,194.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 74.55000
----------------------------------------------------------------------------
0 0031898893 MORTGAGORS: SYLVESTER RICHARD
SYLVESTER DENISE
REGION CODE ADDRESS : 964 EVE STREET
01 CITY : DELRAY BEACH
STATE/ZIP : FL 33483
MORTGAGE AMOUNT : 371,079.36 OPTION TO CONVERT :
UNPAID BALANCE : 362,913.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,387.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 59.37200
----------------------------------------------------------------------------
0 0031898919 MORTGAGORS: RESNICK RUTH
RESNICK ALBERT
REGION CODE ADDRESS : 5110 KESTRAL PARKWAY SOUTH
01 CITY : SARASOTA
STATE/ZIP : FL 34231
MORTGAGE AMOUNT : 338,303.48 OPTION TO CONVERT :
UNPAID BALANCE : 331,874.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,064.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 74.35200
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,411,460.19
P & I AMT: 12,750.90 UPB AMT: 1,381,129.07
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 66
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031898927 MORTGAGORS: SHERMAN ALAN
REGION CODE ADDRESS : 631 NORTH MAYO STREET
01 CITY : CRYSTAL BEACH
STATE/ZIP : FL 34681
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 492,104.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,529.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.36500
----------------------------------------------------------------------------
0 0031898950 MORTGAGORS: SWEEN STEVEN
SWEEN BARBARA
REGION CODE ADDRESS : 240 MARCHAND COURT NW
01 CITY : ATLANTA
STATE/ZIP : GA 30328
MORTGAGE AMOUNT : 234,790.96 OPTION TO CONVERT :
UNPAID BALANCE : 228,163.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,093.99 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 65.21900
----------------------------------------------------------------------------
0 0031898968 MORTGAGORS: BRITTELLI RALPH
BRITTELLI BRENDA
REGION CODE ADDRESS : 80 CLIFFSIDE CROSSING
01 CITY : ATLANTA
STATE/ZIP : GA 30350
MORTGAGE AMOUNT : 305,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,887.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,827.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 64.89300
----------------------------------------------------------------------------
0 0031898992 MORTGAGORS: SINGH JEETAN
SINGH DEVINA
REGION CODE ADDRESS : 1502 RIVERVIEW RUN LANE
01 CITY : SUWANEE
STATE/ZIP : GA 30024
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 310,698.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,876.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031899008 MORTGAGORS: WHITE TOGAR
WHITE JILL
REGION CODE ADDRESS : 75 GLEN OAKS DRIVE
01 CITY : ATLANTA
STATE/ZIP : GA 30327
MORTGAGE AMOUNT : 251,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,172.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,242.12 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 59.78500
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,611,190.96
P & I AMT: 14,568.91 UPB AMT: 1,554,026.90
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 67
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031899016 MORTGAGORS: PRITCHARD T.
REGION CODE ADDRESS : 1255 COUNTY ROAD 367
01 CITY : FLORENCE
STATE/ZIP : AL 35634
MORTGAGE AMOUNT : 244,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 235,672.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,180.58 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 59.05700
----------------------------------------------------------------------------
0 0031899032 MORTGAGORS: LEBLOND EUGENE
LEBLOND NANCY
REGION CODE ADDRESS : 8566 SHORELINE DRIVE
01 CITY : JONESBORO
STATE/ZIP : GA 30236
MORTGAGE AMOUNT : 316,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,734.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,774.46 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031899040 MORTGAGORS: GRUND GARY
GRUND DORIS
REGION CODE ADDRESS : 116 CHERRY CREEK CIRCLE
01 CITY : WINTER SPRINGS
STATE/ZIP : FL 32708
MORTGAGE AMOUNT : 269,017.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,958.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,455.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 66.42300
----------------------------------------------------------------------------
0 0031899057 MORTGAGORS: FRANZESE FRANK
FRANZESE CAROLYN
REGION CODE ADDRESS : 2522 W SUNSET DR
01 CITY : TAMPA
STATE/ZIP : FL 33629
MORTGAGE AMOUNT : 325,196.38 OPTION TO CONVERT :
UNPAID BALANCE : 317,887.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,922.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 65.03900
----------------------------------------------------------------------------
0 0031899065 MORTGAGORS: ZIMMERMAN SAMUEL
REGION CODE ADDRESS : 8130 ROYAL ST. GEORGES LANE
01 CITY : DULUTH
STATE/ZIP : GA 30155
MORTGAGE AMOUNT : 100,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 98,058.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 891.85 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 18.38200
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,254,713.38
P & I AMT: 11,225.61 UPB AMT: 1,225,311.98
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 68
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031899073 MORTGAGORS: AGUR ELAINE
AGUR, JR PETER
REGION CODE ADDRESS : 179 GLEN EAGLE WAY
01 CITY : MCDONOUGH
STATE/ZIP : GA 30253
MORTGAGE AMOUNT : 326,349.68 OPTION TO CONVERT :
UNPAID BALANCE : 321,085.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,910.56 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 70.94500
----------------------------------------------------------------------------
0 0031899081 MORTGAGORS: CASTELLANO VINCENT
REGION CODE ADDRESS : 4103 SALTWATER BLVD
01 CITY : TAMPA
STATE/ZIP : FL 33615
MORTGAGE AMOUNT : 251,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,749.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,258.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031899099 MORTGAGORS: STRUL RICARDO
MAIER-STRUL HELLENE
REGION CODE ADDRESS : 6815 MAYNADA STREET
01 CITY : CORAL GABLES
STATE/ZIP : FL 33146
MORTGAGE AMOUNT : 248,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,737.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,229.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031899107 MORTGAGORS: PRUSINSKI CHRISTOPHER
PRUSINSKI LALEH
REGION CODE ADDRESS : 119 LANSING ISLAND BEACH
01 CITY : INDIAN HARBOUR BEACH
STATE/ZIP : FL 32937
MORTGAGE AMOUNT : 838,715.80 OPTION TO CONVERT :
UNPAID BALANCE : 812,386.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 7,715.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 015
LTV : 65.78100
----------------------------------------------------------------------------
0 0031899115 MORTGAGORS: SILVERIO ROBERT
SILVERIO KIMBERLY
REGION CODE ADDRESS : 4906 CHATHAM WALK
01 CITY : GAINESVILLE
STATE/ZIP : GA 30504
MORTGAGE AMOUNT : 281,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,394.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,531.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 78.23600
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,945,965.48
P & I AMT: 17,645.05 UPB AMT: 1,899,353.29
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 69
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031899461 MORTGAGORS: RIVENBARK FLYNN
REGION CODE ADDRESS : 8505 EAST TEMPLE DRIVE #441
01 CITY : DENVER
STATE/ZIP : CO 80237
MORTGAGE AMOUNT : 262,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,136.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,362.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0031899859 MORTGAGORS: BIDAIR MOHAMED
REGION CODE ADDRESS : 3634 7TH AVENUE #14-H
01 CITY : SAN DIEGO
STATE/ZIP : CA 92103
MORTGAGE AMOUNT : 327,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 324,885.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,893.65 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 78.79518
----------------------------------------------------------------------------
0 0031900327 MORTGAGORS: DARMON LEON
DARMON SHERI
REGION CODE ADDRESS : 11 N 132 JOHNSTOUN RD
01 CITY : ELGIN
STATE/ZIP : IL 60123
MORTGAGE AMOUNT : 324,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 321,993.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,957.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 55.86200
----------------------------------------------------------------------------
0 0031901960 MORTGAGORS: HADDAD JAMES
REGION CODE ADDRESS : 17 SOUTH ST
01 CITY : MARSHFIELD
STATE/ZIP : MA 02050
MORTGAGE AMOUNT : 99,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 96,952.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 901.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 42.34000
----------------------------------------------------------------------------
0 0031904857 MORTGAGORS: HAWKINS MYRTLE
REGION CODE ADDRESS : 16103 MERIDIAN ROAD
01 CITY : SALINAS
STATE/ZIP : CA 93907
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,154.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,363.41 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 73.61100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,278,300.00
P & I AMT: 11,478.18 UPB AMT: 1,269,123.28
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 70
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031905367 MORTGAGORS: BRANNON WAYNE
BRANNON KAREN
REGION CODE ADDRESS : 17156 DOS HERMANOS ROAD
01 CITY : POWAY
STATE/ZIP : CA 92064
MORTGAGE AMOUNT : 914,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 911,209.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 8,408.10 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.37500 PRODUCT CODE : 015
LTV : 76.16600
----------------------------------------------------------------------------
0 0031905862 MORTGAGORS: YU DAVID
YU JIN
REGION CODE ADDRESS : 830 WISTERIA DRIVE
01 CITY : FREMONT
STATE/ZIP : CA 94539
MORTGAGE AMOUNT : 365,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 361,487.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,255.27 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.86800
----------------------------------------------------------------------------
0 0031906365 MORTGAGORS: SIMON GLENN
SIMON SUSAN
REGION CODE ADDRESS : 19317 VIA CRECENTE COURT
01 CITY : SARATOGA
STATE/ZIP : CA 95070
MORTGAGE AMOUNT : 345,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 342,863.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,149.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 41.07100
----------------------------------------------------------------------------
0 0031906886 MORTGAGORS: SHU VINCENT
SHU SUSAN
REGION CODE ADDRESS : 87 FAIRLAKE
01 CITY : IRVINE
STATE/ZIP : CA 92614
MORTGAGE AMOUNT : 295,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,268.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,653.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031907058 MORTGAGORS: SMITH BRIAN
SMITH KIMBERLY
REGION CODE ADDRESS : 1019 READY COURT
01 CITY : WALNUT CREEK
STATE/ZIP : CA 94598
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 496,801.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,459.28 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 76.92300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,419,200.00
P & I AMT: 21,925.38 UPB AMT: 2,406,630.46
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 71
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031907603 MORTGAGORS: LEAHY MICHAEL
WILSON ROXANNE
REGION CODE ADDRESS : 547 TAHQUITZ PLACE
01 CITY : PACIFIC PALISADES(AREA)
STATE/ZIP : CA 90272
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 496,148.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,992.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/11
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 47.61900
----------------------------------------------------------------------------
0 0031908445 MORTGAGORS: SANFORD KENNETH
SANFORD MARLENE
REGION CODE ADDRESS : 37210 WILDBERRY CLOSE
01 CITY : THE SEA RAANCH
STATE/ZIP : CA 95497
MORTGAGE AMOUNT : 32,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 31,651.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 292.12 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 250
LTV : 8.00000
----------------------------------------------------------------------------
0 0031908502 MORTGAGORS: CHAPMAN DAVID
REGION CODE ADDRESS : 45 NORTH WENDELL LANE
01 CITY : ROOSEVELT
STATE/ZIP : UT 84066
MORTGAGE AMOUNT : 82,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 80,739.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 819.55 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 8.75000 PRODUCT CODE : 250
LTV : 94.25200
----------------------------------------------------------------------------
0 0031908536 MORTGAGORS: LEWIS TYRONE
LEWIS VIOLA
REGION CODE ADDRESS : 2468 BOSQUE FARMS BOULEVARD
01 CITY : BOSQUE FARMS
STATE/ZIP : NM 87068
MORTGAGE AMOUNT : 77,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 76,349.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 752.62 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 8.37500 PRODUCT CODE : 250
LTV : 79.79200
----------------------------------------------------------------------------
0 0031908593 MORTGAGORS: STEVENS ROBERT
STEVENS LONNA
REGION CODE ADDRESS : 7874 EAST GRANADA ROAD
01 CITY : SCOTTSDALE
STATE/ZIP : AZ 85257
MORTGAGE AMOUNT : 110,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 108,986.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,011.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 78.01400
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 801,000.00
P & I AMT: 7,868.75 UPB AMT: 793,876.42
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 72
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031908627 MORTGAGORS: LAWRENCE ROLAND
LAWRENCE VICTORIA
REGION CODE ADDRESS : 1649 SANDY WAY
01 CITY : OLYMPIC VALLEY
STATE/ZIP : CA 96146
MORTGAGE AMOUNT : 227,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 224,964.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,025.85 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 250
LTV : 78.32700
----------------------------------------------------------------------------
0 0031908635 MORTGAGORS: LOWE STANTON
GIN TIFFANY
REGION CODE ADDRESS : 412 EAST 19TH STREET
01 CITY : MARYSVILLE
STATE/ZIP : CA 95901
MORTGAGE AMOUNT : 39,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 39,548.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 345.27 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 250
LTV : 64.95900
----------------------------------------------------------------------------
0 0031908650 MORTGAGORS: VORA MILAN
SURA URVASHI
REGION CODE ADDRESS : 1566 WEST 18TH STREET
01 CITY : UPTON
STATE/ZIP : CA 91786
MORTGAGE AMOUNT : 174,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 172,315.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,600.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 71.02000
----------------------------------------------------------------------------
0 0031908668 MORTGAGORS: PAPASODERO ARMAND
PAPASODERO DEBRA
REGION CODE ADDRESS : 551 WESTBROOK DRIVE
01 CITY : CORTLANDT MANOR
STATE/ZIP : NY 10567
MORTGAGE AMOUNT : 147,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 146,765.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,385.56 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.75000 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0031908692 MORTGAGORS: WOLFE JEFFREY
WOLFE SHAUNA
REGION CODE ADDRESS : 1720,1722,1724 MISSION BOULEVARD
01 CITY : SANTA ROSA
STATE/ZIP : CA 95409
MORTGAGE AMOUNT : 180,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 178,172.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,543.36 OUTSIDE CONV DATE :
LIFETIME RATE : 6.25000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.25000 PRODUCT CODE : 250
LTV : 61.01600
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 768,300.00
P & I AMT: 6,900.71 UPB AMT: 761,766.72
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 73
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031908700 MORTGAGORS: MARQUEZ JOSE
MARQUEZ ANGELICA
REGION CODE ADDRESS : 623 FREMONT STREET
01 CITY : SALINAS
STATE/ZIP : CA 93905
MORTGAGE AMOUNT : 112,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 110,922.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 998.88 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 250
LTV : 70.00000
----------------------------------------------------------------------------
0 0031908734 MORTGAGORS: AMARA DIRK
AMARA SANDRA
REGION CODE ADDRESS : 131,133,135 MORGAN COURT
01 CITY : AUBURN
STATE/ZIP : CA 95603
MORTGAGE AMOUNT : 114,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 112,964.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,025.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 250
LTV : 69.99000
----------------------------------------------------------------------------
0 0031908775 MORTGAGORS: HARDY ROBERT
HARDY JANET
REGION CODE ADDRESS : 6507 OSBORN ROAD
01 CITY : HYATTTSVILLE
STATE/ZIP : MD 20784
MORTGAGE AMOUNT : 115,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 114,194.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,100.91 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 8.00000 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0031908833 MORTGAGORS: MENTZER DIANE
REGION CODE ADDRESS : 4026 EAST MERCER LANE
01 CITY : PHOENIX
STATE/ZIP : AZ 85028
MORTGAGE AMOUNT : 131,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 130,003.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,216.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 74.97100
----------------------------------------------------------------------------
0 0031908924 MORTGAGORS: NANCE DOUGLAS
REGION CODE ADDRESS : 4905-07 IROQUOIS AVENUE
01 CITY : SAN DIEGO
STATE/ZIP : CA 92117
MORTGAGE AMOUNT : 89,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 88,152.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 799.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 250
LTV : 48.10800
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 561,450.00
P & I AMT: 5,141.10 UPB AMT: 556,237.57
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 74
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031908940 MORTGAGORS: OLSON MELVIN
OLSON DOROTHY
REGION CODE ADDRESS : 3560 YEW STREET
01 CITY : COOS BAY
STATE/ZIP : OR 97420
MORTGAGE AMOUNT : 60,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 59,378.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 564.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 250
LTV : 65.57300
----------------------------------------------------------------------------
0 0031909005 MORTGAGORS: KRUEGER JOHN
KRUEGER DIANA
REGION CODE ADDRESS : 527 PURDUE DRIVE
01 CITY : VACAVILLE
STATE/ZIP : CA 95687
MORTGAGE AMOUNT : 74,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 74,038.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 671.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 250
LTV : 65.00000
----------------------------------------------------------------------------
0 0031909039 MORTGAGORS: COOK ROBERT
COOK MAI
REGION CODE ADDRESS : 11 ALTER STREET
01 CITY : CLOVERDALE
STATE/ZIP : CA 95425
MORTGAGE AMOUNT : 84,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 82,790.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 731.73 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 250
LTV : 60.00000
----------------------------------------------------------------------------
0 0031910409 MORTGAGORS: RODGERS JAMES
RODGERS LYNN
REGION CODE ADDRESS : 563 VIA VAQUERO
01 CITY : ARROYO GRANDE
STATE/ZIP : CA 93420
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 328,958.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,966.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 62.85700
----------------------------------------------------------------------------
0 0031910722 MORTGAGORS: HOLMES KYLE
HOLMES MARY
REGION CODE ADDRESS : 188 WOODHAVEN ROAD
01 CITY : GLASTONBURY
STATE/ZIP : CT 06033
MORTGAGE AMOUNT : 271,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,100.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,342.98 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 75.30500
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 819,850.00
P & I AMT: 7,277.48 UPB AMT: 816,267.10
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 75
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031910870 MORTGAGORS: IZRAILIT IOSIF
BENSMAN LIDIYA
REGION CODE ADDRESS : 225 WAVERLEY AVENUE
01 CITY : NEWTON
STATE/ZIP : MA 02458
MORTGAGE AMOUNT : 305,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 303,048.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,720.16 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 62.50000
----------------------------------------------------------------------------
0 0031911076 MORTGAGORS: LAGNESE GARRETT
POYNTER IAN
REGION CODE ADDRESS : 40 GORHAM STREET
01 CITY : CAMBRIDGE
STATE/ZIP : MA 02138
MORTGAGE AMOUNT : 287,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,297.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,599.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.52600
----------------------------------------------------------------------------
0 0031911134 MORTGAGORS: ARNDT EDGAR
ARNDT JUTTA
REGION CODE ADDRESS : 320 PASEO DE GRACIA
01 CITY : REDONDO BEACH
STATE/ZIP : CA 90277
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,121.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,717.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 250
LTV : 63.15789
----------------------------------------------------------------------------
0 0031911183 MORTGAGORS: NEELEMAN STANLEY
NEELEMAN SHERYL
REGION CODE ADDRESS : 1749 E MILLCREEK CIR.
01 CITY : SALT LAKE CITY
STATE/ZIP : UT 84106
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,053.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,696.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 72.81500
----------------------------------------------------------------------------
0 0031911571 MORTGAGORS: STEELE RICHARD
STEELE SUSAN
REGION CODE ADDRESS : 19 DAYBREAK
01 CITY : IRVINE
STATE/ZIP : CA 92614
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 316,920.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,853.93 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,512,000.00
P & I AMT: 13,587.81 UPB AMT: 1,501,442.01
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 76
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031911647 MORTGAGORS: MICKELSON LYNN
MICKELSON KATHLEEN
REGION CODE ADDRESS : 2802 ADAMS AVENUE
01 CITY : OGDEN
STATE/ZIP : UT 84403
MORTGAGE AMOUNT : 63,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 62,766.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 570.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 250
LTV : 74.70500
----------------------------------------------------------------------------
0 0031911696 MORTGAGORS: TSAI FORMING
TSAI CHEN
REGION CODE ADDRESS : 10059 GLENBROOK STREET
01 CITY : RIVERSIDE
STATE/ZIP : CA 92503
MORTGAGE AMOUNT : 85,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 84,173.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 752.17 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 250
LTV : 62.96200
----------------------------------------------------------------------------
0 0031912132 MORTGAGORS: ROMEO DANIEL
ROMEO LINDA
REGION CODE ADDRESS : 1800 CASTENADA DRIVE
01 CITY : BURLINGAME
STATE/ZIP : CA 94010
MORTGAGE AMOUNT : 475,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 470,429.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,236.31 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 67.85700
----------------------------------------------------------------------------
0 0031912751 MORTGAGORS: FERRISO GEORGE
FERRISO MELINDA
REGION CODE ADDRESS : 361 COLGATE WAY
01 CITY : FREEHOLD
STATE/ZIP : NJ 07728
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,202.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,229.64 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 62.04600
----------------------------------------------------------------------------
0 0031913742 MORTGAGORS: BOHLMAN JOHN
BOHLMAN PAULA
REGION CODE ADDRESS : 1359 NORTH SLICK ROCK CREEK ROAD
01 CITY : OTIS
STATE/ZIP : OR 97368
MORTGAGE AMOUNT : 302,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,140.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,591.57 OUTSIDE CONV DATE :
LIFETIME RATE : 6.25000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.25000 PRODUCT CODE : 002
LTV : 74.62963
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,175,750.00
P & I AMT: 10,380.45 UPB AMT: 1,164,711.33
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 77
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031914054 MORTGAGORS: PINEDO JOSE
REGION CODE ADDRESS : 395 NORTH MARSHALL LOOP
01 CITY : SOMERTON
STATE/ZIP : AZ 85350
MORTGAGE AMOUNT : 65,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 64,612.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 609.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 250
LTV : 74.94200
----------------------------------------------------------------------------
0 0031914062 MORTGAGORS: O'CONNOR CAROL
REGION CODE ADDRESS : 44475 TOLEN AVENUE
01 CITY : LAYTONVILLE
STATE/ZIP : CA 95454
MORTGAGE AMOUNT : 68,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 68,030.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 632.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0031914070 MORTGAGORS: GAZILLO PASQUALE
REGION CODE ADDRESS : 640 HOWARD STREET
01 CITY : DELTA
STATE/ZIP : CO 81416
MORTGAGE AMOUNT : 68,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 67,352.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 611.20 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0031914617 MORTGAGORS: SPIELLER DEAN
SPIELLER MARTHA
REGION CODE ADDRESS : 460 TWIN PINES DRIVE
01 CITY : SCOTTS VALLEY
STATE/ZIP : CA 95066
MORTGAGE AMOUNT : 347,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 345,893.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,094.73 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 57.83300
----------------------------------------------------------------------------
0 0031914682 MORTGAGORS: HARMIER LARRY
HARMIER JANET
REGION CODE ADDRESS : 2101 EL RANCHO VISTA
01 CITY : FULLERTON
STATE/ZIP : CA 92833
MORTGAGE AMOUNT : 292,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,799.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,604.21 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 84.76000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 841,000.00
P & I AMT: 7,552.10 UPB AMT: 835,687.99
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 78
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031914740 MORTGAGORS: LIANG MAU-NAN
YANG PHYLLIS
REGION CODE ADDRESS : 12640 LIDDINGTON STREET
01 CITY : CERRITOS
STATE/ZIP : CA 90703
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 358,851.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,210.68 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 68.57100
----------------------------------------------------------------------------
0 0031914864 MORTGAGORS: CAMERON IAN
CAMERON CAROLINE
REGION CODE ADDRESS : 4850 ALIANO DRIVE
01 CITY : OAK PARK
STATE/ZIP : CA 91301
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,148.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,426.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 72.97200
----------------------------------------------------------------------------
0 0031915010 MORTGAGORS: SCHNEIDER HAROLD
SCHNEIDER SHEILA
REGION CODE ADDRESS : 1129 SOUTH PACIFIC STREET, UNIT A,
01 CITY : OCEANSIDE
STATE/ZIP : CA 92054
MORTGAGE AMOUNT : 382,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 380,820.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,487.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 66.43400
----------------------------------------------------------------------------
0 0031915051 MORTGAGORS: SUCHAND ANTHONY
SERNA CRISTOBAL
REGION CODE ADDRESS : 3656 26TH STREET
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94110
MORTGAGE AMOUNT : 238,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 236,477.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,122.62 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 72.12100
----------------------------------------------------------------------------
0 0031915309 MORTGAGORS: FITZNER MARK
FITZNER CHERI
REGION CODE ADDRESS : 12739 BEELER CREEK TRAIL
01 CITY : POWAY
STATE/ZIP : CA 92064
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 312,918.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,743.99 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,565,000.00
P & I AMT: 13,991.27 UPB AMT: 1,558,217.12
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 79
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031915317 MORTGAGORS: WEIST MICHAEL
WEIST KATHLEEN
REGION CODE ADDRESS : 2188 N. PARK VICTORIA DRIVE
01 CITY : MILPITAS
STATE/ZIP : CA 95035
MORTGAGE AMOUNT : 293,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 291,064.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,552.35 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 37.80600
----------------------------------------------------------------------------
0 0031916067 MORTGAGORS: BETHKE STEVEN
REGION CODE ADDRESS : 813 WOODWARD DR.
01 CITY : MADISON
STATE/ZIP : WI 53704
MORTGAGE AMOUNT : 395,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 389,752.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,440.88 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 68.10344
----------------------------------------------------------------------------
0 0031916638 MORTGAGORS: PHAN NGUYEN
PHAN CATHY
REGION CODE ADDRESS : 1450 CARMINE WAY
01 CITY : SAN JOSE
STATE/ZIP : CA 95131
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 326,892.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,989.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 67.34600
----------------------------------------------------------------------------
0 0031916729 MORTGAGORS: DONZIGER ALAN
DONZIGER GLORIA
REGION CODE ADDRESS : 1088 BROADMOOR ROAD
01 CITY : BRYN MAWERM
STATE/ZIP : PA 19010
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 398,682.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,484.43 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 60.15000
----------------------------------------------------------------------------
0 0031917255 MORTGAGORS: KUSKOVSKY MARK
KUSKOVSKY IRENA
REGION CODE ADDRESS : 56 WEST CEDAR STREET
01 CITY : LIVINGSTON
STATE/ZIP : NJ 07039
MORTGAGE AMOUNT : 163,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 162,468.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,431.13 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 79.90100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,581,000.00
P & I AMT: 13,898.03 UPB AMT: 1,568,859.63
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 80
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031917503 MORTGAGORS: GARLIEPP RANDALL
GARLIEPP CARON
REGION CODE ADDRESS : 946 CHELTENHAM ROAD
01 CITY : SANTA BARBARA
STATE/ZIP : CA 93105
MORTGAGE AMOUNT : 335,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 333,908.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,941.28 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 66.33600
----------------------------------------------------------------------------
0 0031917750 MORTGAGORS: MAYWEATHER W
STUART KAREN
REGION CODE ADDRESS : 6 MOUNTAIN RIDGE COURT
01 CITY : COLUMBUS
STATE/ZIP : GA 31904
MORTGAGE AMOUNT : 570,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 568,162.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,043.99 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 54.96600
----------------------------------------------------------------------------
0 0031917909 MORTGAGORS: SCHAAD DIANE
DEVITO WILLIAM
REGION CODE ADDRESS : 6 ISLAND DUNES DRIVE
01 CITY : BERKELEY TOWNSHIP
STATE/ZIP : NJ 08752
MORTGAGE AMOUNT : 190,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 190,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,761.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 50.66666
----------------------------------------------------------------------------
0 0031918592 MORTGAGORS: MILLER DON
REGION CODE ADDRESS : 10661 SOUTH TRAIL RIDGE CIRCLE
01 CITY : SANDY
STATE/ZIP : UT 84092
MORTGAGE AMOUNT : 277,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,228.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,470.44 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 53.78640
----------------------------------------------------------------------------
0 0031920572 MORTGAGORS: HANDZEL JOAN
FERRIOL MARGARET
REGION CODE ADDRESS : 5703 GREENBUSH AVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 91401
MORTGAGE AMOUNT : 303,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 301,736.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,687.48 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 78.88311
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,675,700.00
P & I AMT: 14,904.52 UPB AMT: 1,669,034.63
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 81
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031920721 MORTGAGORS: LIRONES NICK
LIRONES COLLEEN
REGION CODE ADDRESS : 9925 RAVINE RIDGE DRIVE
01 CITY : CALEDONIA
STATE/ZIP : MI 49316
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,403.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,309.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 52.46900
----------------------------------------------------------------------------
0 0031920846 MORTGAGORS: WILLIAMS RICHARD
WILLIAMS ANN
REGION CODE ADDRESS : 1535 FALLING STAR LANE
01 CITY : CHINO HILLS
STATE/ZIP : CA 91709
MORTGAGE AMOUNT : 261,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,348.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,345.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 68.32400
----------------------------------------------------------------------------
0 0031921844 MORTGAGORS: HARCHARIK EDWARD
HARCHARIK KATHLEEN
REGION CODE ADDRESS : 5 SAUCITO
01 CITY : FOOTHILL RANCH AREA
STATE/ZIP : CA 92610
MORTGAGE AMOUNT : 362,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 360,230.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,283.64 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 78.80400
----------------------------------------------------------------------------
0 0031922677 MORTGAGORS: ANDO YUICHIRO
REGION CODE ADDRESS : 2733 LAKEWOOD AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90039
MORTGAGE AMOUNT : 276,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,119.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,461.52 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------------------
0 0031923063 MORTGAGORS: SHULTZ KEITH
SHULTZ ELAINE
REGION CODE ADDRESS : 43 OAK VALLEY DRIVE
01 CITY : NOVATO
STATE/ZIP : CA 94947
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 639,399.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,797.06 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 61.90400
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,804,500.00
P & I AMT: 16,198.04 UPB AMT: 1,787,501.72
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 82
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031923477 MORTGAGORS: MECHANIC WILLIAM
MECHANIC CAROL
REGION CODE ADDRESS : 245 NORTH CAROLWOOD DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90077
MORTGAGE AMOUNT : 760,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 757,576.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 6,778.09 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 015
LTV : 15.27600
----------------------------------------------------------------------------
0 0031923527 MORTGAGORS: DE PERALTA CARLITOS
DE PERALTA KAREN
REGION CODE ADDRESS : 641 MARINE VIEW AVENUE
01 CITY : DEL MAR
STATE/ZIP : CA 92014
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,053.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,696.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 76.92300
----------------------------------------------------------------------------
0 0031924764 MORTGAGORS: WELLS MICHAEL
WELLS TERRIE
REGION CODE ADDRESS : 5775 RICHLANDS DRIVE
01 CITY : WARRENTON
STATE/ZIP : VA 20187
MORTGAGE AMOUNT : 318,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 312,318.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,817.56 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031926132 MORTGAGORS: SJOGREN ROBERT
SJOGREN MARIA
REGION CODE ADDRESS : 11612 SWAINS LOCK TERRACE
01 CITY : POTOMAC
STATE/ZIP : MD 20854
MORTGAGE AMOUNT : 595,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 591,193.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,306.53 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 85.00000
----------------------------------------------------------------------------
0 0031926173 MORTGAGORS: DOWNEY THOMAS
DOWNEY D
REGION CODE ADDRESS : 2727 34TH PLACE NW
01 CITY : WASHINGTON
STATE/ZIP : DC 20007
MORTGAGE AMOUNT : 475,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 471,961.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,236.30 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 36.37059
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,448,400.00
P & I AMT: 21,834.96 UPB AMT: 2,432,103.42
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 83
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031926207 MORTGAGORS: MULVIHILL DONALD
MULVIHILL GRACE
REGION CODE ADDRESS : 9355 TEAL COURT
01 CITY : SAINT MICHAELS
STATE/ZIP : MD 21663
MORTGAGE AMOUNT : 600,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 594,349.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,434.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031927213 MORTGAGORS: MASUDA MASAHIRO
MASUDA YUKIKO
REGION CODE ADDRESS : 6093 RONALD CIRCLE
01 CITY : CYPRESS
STATE/ZIP : CA 90630
MORTGAGE AMOUNT : 284,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,064.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,473.94 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031927387 MORTGAGORS: MAKOFSKE DON
MAKOFSKE JENNIFER
REGION CODE ADDRESS : 241 VIA RANCHO ROAD
01 CITY : SAN CLEMENTE
STATE/ZIP : CA 92672
MORTGAGE AMOUNT : 307,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 306,519.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,742.46 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 60.29400
----------------------------------------------------------------------------
0 0031927494 MORTGAGORS: PERLSTEIN MICHAEL
PERLSTEIN LESLEE
REGION CODE ADDRESS : 614 SEAVIEW STREET
01 CITY : LAGUNA BEACH
STATE/ZIP : CA 92651
MORTGAGE AMOUNT : 341,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,900.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,017.55 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 52.86800
----------------------------------------------------------------------------
0 0031927775 MORTGAGORS: CURRAN WALTER
CURRAN JOAN
REGION CODE ADDRESS : 1801 DELANCEY STREET
01 CITY : PHILADELPHIA
STATE/ZIP : PA 19103
MORTGAGE AMOUNT : 281,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,673.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,491.02 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 36.32258
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,814,000.00
P & I AMT: 16,159.96 UPB AMT: 1,803,507.15
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 84
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031927809 MORTGAGORS: CRUZ BENEDICTO
CRUZ SOLITA
REGION CODE ADDRESS : 5486 MIDDAY COMMON
01 CITY : FREMONT
STATE/ZIP : CA 94555
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,011.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,613.32 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 66.15215
----------------------------------------------------------------------------
0 0031927890 MORTGAGORS: MARDESICH JOHN
MARDESICH MARIE
REGION CODE ADDRESS : 28000 CHARLES DRIVE
01 CITY : SANTA CLARITA
STATE/ZIP : CA 91350
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 307,908.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,829.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 77.50000
----------------------------------------------------------------------------
0 0031927916 MORTGAGORS: ALLSOPP DENNIS
ALLSOPP REBECCA
REGION CODE ADDRESS : 11 URBINO
01 CITY : IRVINE
STATE/ZIP : CA 92620
MORTGAGE AMOUNT : 358,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 355,734.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,217.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.55500
----------------------------------------------------------------------------
0 0031928369 MORTGAGORS: CHANG KING
CHANG HUISU
REGION CODE ADDRESS : 4275 VALLEY SPRING DRIVE
01 CITY : THOUSAND OAKS
STATE/ZIP : CA 91362
MORTGAGE AMOUNT : 458,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 455,101.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,116.64 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 78.96500
----------------------------------------------------------------------------
0 0031928385 MORTGAGORS: HAFDELL SCOTT
HAFDELL KELLY
REGION CODE ADDRESS : 510 CONCORD STREET
01 CITY : EL SEGUNDO
STATE/ZIP : CA 90245
MORTGAGE AMOUNT : 297,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,058.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,607.65 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 76.15300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,723,000.00
P & I AMT: 15,385.30 UPB AMT: 1,712,814.60
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 85
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031928427 MORTGAGORS: MANDRE TAARO
MANDRE SANDRA
REGION CODE ADDRESS : 28003 SEASHELL WAY
01 CITY : RANCHO PALOS VERDES
STATE/ZIP : CA 90275
MORTGAGE AMOUNT : 323,770.00 OPTION TO CONVERT :
UNPAID BALANCE : 321,630.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,820.39 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 57.81600
----------------------------------------------------------------------------
0 0031928443 MORTGAGORS: RANDLE VICKI
REGION CODE ADDRESS : 825 OXFORD AVENUE
01 CITY : MARINA DEL REY
STATE/ZIP : CA 90292
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 322,898.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,875.96 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 74.71200
----------------------------------------------------------------------------
0 0031928450 MORTGAGORS: KAPLAN WILLIAM
KAPLAN BRENDA
REGION CODE ADDRESS : 28317 GOLDEN MEADOW DRIVE
01 CITY : RANCHO PALOS VERDES
STATE/ZIP : CA 90275
MORTGAGE AMOUNT : 318,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 315,899.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,770.13 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 69.89000
----------------------------------------------------------------------------
0 0031928476 MORTGAGORS: TAFRESHI RAMIN
MOSHIRI LADAN
REGION CODE ADDRESS : 398 CANYON RIDGE DRIVE
01 CITY : BONITA
STATE/ZIP : CA 91902
MORTGAGE AMOUNT : 309,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 307,433.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,674.86 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 76.41900
----------------------------------------------------------------------------
0 0031928492 MORTGAGORS: KLEEMAN J.
REGION CODE ADDRESS : 1120 ROBERTSON WAY
01 CITY : SACRAMENTO
STATE/ZIP : CA 95818
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,354.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,336.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,536,270.00
P & I AMT: 13,478.30 UPB AMT: 1,526,216.34
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 86
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031928500 MORTGAGORS: TAN JIM
HUANG SAISAI
REGION CODE ADDRESS : 815 SNAPPER TERRACE
01 CITY : FREMONT
STATE/ZIP : CA 94536
MORTGAGE AMOUNT : 344,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 341,846.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,116.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031928526 MORTGAGORS: REYES RODNEY
REYES REMIE
REGION CODE ADDRESS : 18458 EAST DANCY STREET
01 CITY : ROWLAND HEIGHTS
STATE/ZIP : CA 91748
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 273,004.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,433.51 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 78.12500
----------------------------------------------------------------------------
0 0031928534 MORTGAGORS: GALLARDO ROGER
RAMOS-GALLARDO CORRINA
REGION CODE ADDRESS : 5130 SHADOW ESTATES
01 CITY : SAN JOSE
STATE/ZIP : CA 95135
MORTGAGE AMOUNT : 246,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,890.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,266.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031928559 MORTGAGORS: STONE GENE
STONE NANCY
REGION CODE ADDRESS : 2384 PICKENS CANYON ROAD
01 CITY : LA CRESCENTA
STATE/ZIP : CA 91214
MORTGAGE AMOUNT : 337,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 335,246.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,916.85 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031929524 MORTGAGORS: MARAN ALFREDO
MARAN JANICE
REGION CODE ADDRESS : 1878 N. CARLSBAD STREET
01 CITY : ORANGE
STATE/ZIP : CA 92867
MORTGAGE AMOUNT : 268,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 266,726.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,338.93 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 68.84600
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,471,400.00
P & I AMT: 13,072.05 UPB AMT: 1,461,713.56
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 87
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031929557 MORTGAGORS: ALEXANDER CHRISTOPHER
ALEXANDER MARY
REGION CODE ADDRESS : 4144 WEBSTER STREET
01 CITY : OAKLAND
STATE/ZIP : CA 94609
MORTGAGE AMOUNT : 362,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 359,732.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,279.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 73.13100
----------------------------------------------------------------------------
0 0031929565 MORTGAGORS: DUBBELS JAMES
DUBBELS LINDA
REGION CODE ADDRESS : 4064 NORTH VAN NESS BLVD
01 CITY : FRESNO
STATE/ZIP : CA 93711
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 262,422.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,345.01 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 79.10400
----------------------------------------------------------------------------
0 0031929573 MORTGAGORS: JOHNSON MARTIN
JOHNSON DEOLINDA
REGION CODE ADDRESS : 5718 BOBBY DRIVE
01 CITY : LIVERMORE
STATE/ZIP : CA 94550
MORTGAGE AMOUNT : 287,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 285,103.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,500.08 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 78.63000
----------------------------------------------------------------------------
0 0031929599 MORTGAGORS: LEE MINN
LEE QUYNN
REGION CODE ADDRESS : 200 THARP DRIVE
01 CITY : MORAGA
STATE/ZIP : CA 94556
MORTGAGE AMOUNT : 348,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 344,541.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,031.46 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 59.48700
----------------------------------------------------------------------------
0 0031929607 MORTGAGORS: CHEUNG STEPHEN
CHEUNG KAREN
REGION CODE ADDRESS : 1598 PAM LANE
01 CITY : SAN JOSE
STATE/ZIP : CA 95120
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 321,872.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,898.53 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 62.74100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,587,000.00
P & I AMT: 14,054.19 UPB AMT: 1,573,673.69
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 88
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031929623 MORTGAGORS: MCCLURE KATHLEEN
MCCLURE LARRY
REGION CODE ADDRESS : 113 MASSIMO CIRCLE
01 CITY : SANTA ROSA
STATE/ZIP : CA 95404
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,299.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,595.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 60.21500
----------------------------------------------------------------------------
0 0031929953 MORTGAGORS: GRAVELY STEVEN
GRAVELY GRETCHEN
REGION CODE ADDRESS : 109 BRANCHVIEW CIRCLE
01 CITY : RICHMOND
STATE/ZIP : VA 23229
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,510.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 72.46300
----------------------------------------------------------------------------
0 0031929961 MORTGAGORS: WILLIAMS J.P.
WILLIAMS DEE
REGION CODE ADDRESS : 127 GLEN EAGLE WAY
01 CITY : MCDONOUGH
STATE/ZIP : GA 30253
MORTGAGE AMOUNT : 526,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 525,083.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,625.28 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 67.53800
----------------------------------------------------------------------------
0 0031930126 MORTGAGORS: TURNER CHARLES
TURNER JENNY
REGION CODE ADDRESS : 10111 HATFIELD DRIVE
01 CITY : CHARLOTTE
STATE/ZIP : NC 28278
MORTGAGE AMOUNT : 291,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 291,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,554.96 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 68.47000
----------------------------------------------------------------------------
0 0031930191 MORTGAGORS: DENT KEITH
DENT MARIA
REGION CODE ADDRESS : 1905 CHAPPEL WOOD ROAD
01 CITY : COLUMBIA
STATE/ZIP : MO 65203
MORTGAGE AMOUNT : 250,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,967.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,271.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 74.18600
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,623,550.00
P & I AMT: 14,557.62 UPB AMT: 1,619,349.61
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 89
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031930530 MORTGAGORS: GHAZANIAN ALFRED
GHAZANIAN JEZELL
REGION CODE ADDRESS : 1365 JUSTIN AVENUE
01 CITY : GLENDALE
STATE/ZIP : CA 91201
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,185.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,194.98 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 63.77500
----------------------------------------------------------------------------
0 0031932296 MORTGAGORS: O'NEALE ROBERTA
REGION CODE ADDRESS : 40 DURHAM ROAD
01 CITY : SAN ANSELMO
STATE/ZIP : CA 94960
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,097.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,477.75 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 52.83000
----------------------------------------------------------------------------
0 0031932502 MORTGAGORS: FAN ROBERT
FAN CRISTINA
REGION CODE ADDRESS : 1200 MAYBERRY LANE
01 CITY : SAN JOSE
STATE/ZIP : CA 95131
MORTGAGE AMOUNT : 404,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 402,697.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,575.03 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031932809 MORTGAGORS: GOODMAN RICHARD
GOODMAN JULIE
REGION CODE ADDRESS : 3 KINGSWOOD LANE
01 CITY : RIVERWOODS
STATE/ZIP : IL 60015
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,425.84 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 64.45400
----------------------------------------------------------------------------
0 0031932999 MORTGAGORS: MALCOLM DOUGLAS
MALCOLM SHELLEY
REGION CODE ADDRESS : 508 OCEAN BOULEVARD
01 CITY : PISMO BEACH
STATE/ZIP : CA 93443
MORTGAGE AMOUNT : 426,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 426,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,829.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,632,000.00
P & I AMT: 14,502.61 UPB AMT: 1,628,979.95
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 90
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031933070 MORTGAGORS: RUSS RICHARD
RUSS DAWN
REGION CODE ADDRESS : 515 GUADALUPE ROAD
01 CITY : ARROYO GRANDE
STATE/ZIP : CA 93420
MORTGAGE AMOUNT : 312,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 312,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,782.59 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 74.82000
----------------------------------------------------------------------------
0 0031933351 MORTGAGORS: MASON RANDALL
MASON BRENDA
REGION CODE ADDRESS : 5016 ALTO COURT
01 CITY : LA MESA
STATE/ZIP : CA 91941
MORTGAGE AMOUNT : 421,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 418,230.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,703.38 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 76.69000
----------------------------------------------------------------------------
0 0031933518 MORTGAGORS: SINGHAPRICHA TAN
SINGHAPRICHA SUCHADA
REGION CODE ADDRESS : 19651 EAGLE RIDGE LANE
01 CITY : NORTHRIDGE AREA LOS ANGEL
STATE/ZIP : CA 91326
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,202.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,229.64 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 87.71900
----------------------------------------------------------------------------
0 0031933609 MORTGAGORS: ROWLETT CHARLES
MALOUF STEPHEN
REGION CODE ADDRESS : LOTS 1, 2 & 42 PANTHER CREEK
01 CITY : MT VERNON
STATE/ZIP : TX 75457
MORTGAGE AMOUNT : 330,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 328,041.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,899.14 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 60.03600
----------------------------------------------------------------------------
0 0031933963 MORTGAGORS: NAGANO PENNY
REGION CODE ADDRESS : 900 OLMSTED DRIVE
01 CITY : GLENDALE
STATE/ZIP : CA 91202
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,043.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,675.56 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 77.92200
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,614,000.00
P & I AMT: 14,290.31 UPB AMT: 1,606,517.82
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 91
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031934086 MORTGAGORS: WARE B
REGION CODE ADDRESS : 730 AVENUE CABRILLO
01 CITY : EL GRANADA
STATE/ZIP : CA 94018
MORTGAGE AMOUNT : 337,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 337,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,010.01 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031935737 MORTGAGORS: LEMBERSKY RAYA
REGION CODE ADDRESS : 471 BUFFALO COURT
01 CITY : WEST NEW YORK
STATE/ZIP : NJ 07093
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,113.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,823.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 57.34100
----------------------------------------------------------------------------
0 0031935893 MORTGAGORS: KONIARIS SOULA
GEORGES STEVEN
REGION CODE ADDRESS : 4 CAITLIN COURT
01 CITY : SOUTH BRUNSWICK
STATE/ZIP : NJ 08540
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,032.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,654.73 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031936180 MORTGAGORS: HEUER KENNETH
HEUER KAREN
REGION CODE ADDRESS : 11659 COUNTRY CLUB LANE
01 CITY : WESTMINISTER
STATE/ZIP : CO 80234
MORTGAGE AMOUNT : 257,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,778.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,297.42 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031936792 MORTGAGORS: ROBINSON JOHN
ROBINSON KATHRYN
REGION CODE ADDRESS : 2460 WHITE DOVE LANE
01 CITY : CHINO HILLS
STATE/ZIP : CA 91709
MORTGAGE AMOUNT : 254,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,579.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,251.21 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,449,500.00
P & I AMT: 13,037.20 UPB AMT: 1,446,004.64
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 92
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031936909 MORTGAGORS: CHEN BENJAMIN
LIN-CHEN HSIAO-MEI
REGION CODE ADDRESS : 3045 ALA NAPUAA PLACE #416
01 CITY : HONOLULU
STATE/ZIP : HI 96818
MORTGAGE AMOUNT : 52,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 51,695.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 493.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 65.00000
----------------------------------------------------------------------------
0 0031939465 MORTGAGORS: AVAZIAN ERIC
AVAZIAN LINDA
REGION CODE ADDRESS : 149 NORTH LAS PALMAS AVNEUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90004
MORTGAGE AMOUNT : 346,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 344,884.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,061.79 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 34.60000
----------------------------------------------------------------------------
0 0031939713 MORTGAGORS: SCHLOSSBERG LARRY
MAGLIANA ELIZABETH
REGION CODE ADDRESS : 2238 SOUTH BEVERLY DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90034
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,091.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,588.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 41.98200
----------------------------------------------------------------------------
0 0031939721 MORTGAGORS: SHULTZ GEORGE
SHULTZ YUNG
REGION CODE ADDRESS : 5411 GREEN GLEN LANE
01 CITY : ALEXANDRIA
STATE/ZIP : VA 22315
MORTGAGE AMOUNT : 248,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,428.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,092.77 OUTSIDE CONV DATE :
LIFETIME RATE : 6.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031939861 MORTGAGORS: MULLENIX CHAD
WEEKS DEBRA
REGION CODE ADDRESS : 3444 NORTH KNOLLL DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90068
MORTGAGE AMOUNT : 279,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,119.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,507.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 73.42100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,213,000.00
P & I AMT: 10,744.12 UPB AMT: 1,207,219.59
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 93
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031939895 MORTGAGORS: ZAMANI FRANK
ZAMANI GITI
REGION CODE ADDRESS : 26735 CALL AVENUE
01 CITY : HAYWARD
STATE/ZIP : CA 94542
MORTGAGE AMOUNT : 284,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,094.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,532.87 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031939911 MORTGAGORS: JARDSTROM ARNOLD
JARDSTROM JANICE
REGION CODE ADDRESS : 20230 HANSEN ROAD
01 CITY : FORT BRAGG
STATE/ZIP : CA 95437
MORTGAGE AMOUNT : 357,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 354,740.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,208.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 59.50000
----------------------------------------------------------------------------
0 0031939937 MORTGAGORS: PEDRAZA ANTONIO
PEDRAZA MARILU
REGION CODE ADDRESS : 16 CENTURY GLEN
01 CITY : SAN ANTONIO
STATE/ZIP : TX 78257
MORTGAGE AMOUNT : 54,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 53,827.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 481.60 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 21.25900
----------------------------------------------------------------------------
0 0031940109 MORTGAGORS: HOWERTON RICHARD
HOWERTON MARY
REGION CODE ADDRESS : 150 EAGLE DR
01 CITY : LAKE OZARK
STATE/ZIP : MO 65049
MORTGAGE AMOUNT : 448,084.06 OPTION TO CONVERT :
UNPAID BALANCE : 446,654.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,996.26 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 44.80800
----------------------------------------------------------------------------
0 0031940216 MORTGAGORS: O'BRIEN ROBERT
O'BRIEN CHRISTINE
REGION CODE ADDRESS : 7059 TORREY ST
01 CITY : ARVADA
STATE/ZIP : CO 80007
MORTGAGE AMOUNT : 324,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 321,904.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,867.11 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,467,084.06
P & I AMT: 13,086.66 UPB AMT: 1,460,222.63
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 94
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031940232 MORTGAGORS: TIPTON RONNIE
TIPTON PAULA
REGION CODE ADDRESS : 5360 AVIENDA DE DESPACIO
01 CITY : YORBA LINDA
STATE/ZIP : CA 92867
MORTGAGE AMOUNT : 377,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 374,562.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,336.11 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 79.36800
----------------------------------------------------------------------------
0 0031940331 MORTGAGORS: NGUYEN DONG
PHAM THU-GIANG
REGION CODE ADDRESS : 104 DEBROCK CT
01 CITY : MORRISVILLE
STATE/ZIP : NC 27560
MORTGAGE AMOUNT : 276,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 273,062.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,429.41 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 79.99500
----------------------------------------------------------------------------
0 0031940489 MORTGAGORS: BURICH JOSEPH
BURICH RHONDA
REGION CODE ADDRESS : 115 ZORANA PLACE (SAN PEDRO AREA)
01 CITY : LOS ANGELES
STATE/ZIP : CA 90732
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,032.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,654.73 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 78.94700
----------------------------------------------------------------------------
0 0031941347 MORTGAGORS: SEENI SATYANARAYANA
SEENI MYTHILI
REGION CODE ADDRESS : 19832 MARIPOSA PINES WAY
01 CITY : LOS ANGELES
STATE/ZIP : CA 91326
MORTGAGE AMOUNT : 344,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 342,914.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,091.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 76.44400
----------------------------------------------------------------------------
0 0031941388 MORTGAGORS: BLAIR JEFFREY
BLAIR CHAU
REGION CODE ADDRESS : 34436 SEA MIST TERRACE
01 CITY : FREMONT
STATE/ZIP : CA 94555
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,379.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,301.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 66.49300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,553,700.00
P & I AMT: 13,813.23 UPB AMT: 1,543,952.44
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 95
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031941552 MORTGAGORS: ABRISHAMIAN RAMIN
ABRISHAMIAN TWINKY
REGION CODE ADDRESS : 4444 VANALDEN AVENUE
01 CITY : TARZANA
STATE/ZIP : CA 90201
MORTGAGE AMOUNT : 302,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,717.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,672.43 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 67.11100
----------------------------------------------------------------------------
0 0031941586 MORTGAGORS: ANSARI SHOKROLLAH
ANSARI HOMADOKHT
REGION CODE ADDRESS : 1530 MONTEVAL LANE,
01 CITY : SAN JOSE,
STATE/ZIP : CA 95120
MORTGAGE AMOUNT : 292,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 290,926.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,611.35 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 52.28571
----------------------------------------------------------------------------
0 0031941610 MORTGAGORS: COLLINS CHARLES
COLLINS JEANNIE
REGION CODE ADDRESS : 1769 IVY ROAD
01 CITY : OCEANSIDE
STATE/ZIP : CA 92054
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,137.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,502.29 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 63.33300
----------------------------------------------------------------------------
0 0031941636 MORTGAGORS: KUNSMAN BONITA
REGION CODE ADDRESS : 24701 OVERLAND DRIVE
01 CITY : WEST HILLS AREA
STATE/ZIP : CA 91304
MORTGAGE AMOUNT : 319,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 317,185.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,825.08 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 74.24400
----------------------------------------------------------------------------
0 0031941651 MORTGAGORS: BUGARIN RAINFREDO
BUGARIN FLORDELIZA
REGION CODE ADDRESS : 50 BENNINGTON
01 CITY : IRVINE
STATE/ZIP : CA 92620
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,241.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,406.96 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 74.52000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,471,050.00
P & I AMT: 13,018.11 UPB AMT: 1,461,208.63
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 96
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031941669 MORTGAGORS: WU VICTOR
LIAW NANCY
REGION CODE ADDRESS : 328 VIEW POINT COURT
01 CITY : PACIFICA
STATE/ZIP : CA 94044
MORTGAGE AMOUNT : 380,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 377,516.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,336.38 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 78.51200
----------------------------------------------------------------------------
0 0031941693 MORTGAGORS: FRISCH JOHN
FRISCH PATRICIA
REGION CODE ADDRESS : 53 TRAILWOOD
01 CITY : IRVINE
STATE/ZIP : CA 92620
MORTGAGE AMOUNT : 302,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,153.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,632.06 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 60.43000
----------------------------------------------------------------------------
0 0031941784 MORTGAGORS: BEHMKE ROBERT
BEHMKE PAULA
REGION CODE ADDRESS : 201 BONNIE WAY
01 CITY : GLEN ELLEN
STATE/ZIP : CA 95442
MORTGAGE AMOUNT : 446,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 444,592.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,008.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031942089 MORTGAGORS: JESSE FRANK
JESSE JUDITH
REGION CODE ADDRESS : 23 HIDDEN VALLEY PLACE,
01 CITY : ALAMO
STATE/ZIP : CA 94507
MORTGAGE AMOUNT : 492,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 490,447.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,422.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 65.16500
----------------------------------------------------------------------------
0 0031942238 MORTGAGORS: ARKANGEL RIDAM
ARKANGEL SILDA
REGION CODE ADDRESS : 7250 ANGELA AVENUE
01 CITY : WEST HILLS AREA
STATE/ZIP : CA 91307
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,145.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,575.79 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,900,150.00
P & I AMT: 16,975.25 UPB AMT: 1,891,855.72
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 97
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031942808 MORTGAGORS: KANGAS LESLIE
KANGAS DENISE
REGION CODE ADDRESS : 246 CLAREMONT AV
01 CITY : LONG BEACH
STATE/ZIP : CA 90803
MORTGAGE AMOUNT : 283,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,246.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,428.23 OUTSIDE CONV DATE :
LIFETIME RATE : 6.25000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.25000 PRODUCT CODE : 002
LTV : 79.55000
----------------------------------------------------------------------------
0 0031942832 MORTGAGORS: NEWSTADT MARK
NEWSTADT ROBYN
REGION CODE ADDRESS : 1307 GRASSY FORK COURT
01 CITY : LOUISVILLE
STATE/ZIP : KY 40207
MORTGAGE AMOUNT : 309,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 305,674.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,670.53 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 77.25000
----------------------------------------------------------------------------
0 0031942840 MORTGAGORS: RAMSHAW DAVID
RAMSHAW LESLIE
REGION CODE ADDRESS : 307 NORTH BEACH STREET
01 CITY : ORMOND BEACH
STATE/ZIP : FL 32174
MORTGAGE AMOUNT : 246,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,753.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,144.67 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 87.92800
----------------------------------------------------------------------------
0 0031942857 MORTGAGORS: SCHRUM FORREST
SCHRUM BEVERLY
REGION CODE ADDRESS : 15 LENOX CIRCLE
01 CITY : ROME
STATE/ZIP : GA 30161
MORTGAGE AMOUNT : 380,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 377,462.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,284.15 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031942865 MORTGAGORS: GILLIES ANDREW
GILLIES SUSANNE
REGION CODE ADDRESS : 811 OXMOOR WOODS PKWY.
01 CITY : LOUISVILLE
STATE/ZIP : KY 40222
MORTGAGE AMOUNT : 242,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,646.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,141.48 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 73.11100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,460,400.00
P & I AMT: 12,669.06 UPB AMT: 1,448,783.21
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 98
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031942881 MORTGAGORS: WEST LYNN
WEST PORTIA
REGION CODE ADDRESS : 7112 WESTLAND DR
01 CITY : KNOXVILLE
STATE/ZIP : TN 37919
MORTGAGE AMOUNT : 331,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 327,978.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,930.82 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 77.92900
----------------------------------------------------------------------------
0 0031942899 MORTGAGORS: MCCREANOR TERRENCE
MCCREANOR ANDREA
REGION CODE ADDRESS : 551 CONOVER COURT
01 CITY : MARCO ISLAND
STATE/ZIP : FL 34145
MORTGAGE AMOUNT : 282,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,950.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,501.64 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 43.82900
----------------------------------------------------------------------------
0 0031942915 MORTGAGORS: BROECKER BRUCE
STYBLO TONCRED
REGION CODE ADDRESS : 977 CASTLE FALLS DRIVE
01 CITY : ATLANTA
STATE/ZIP : GA 30329
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,359.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,389.26 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 63.82900
----------------------------------------------------------------------------
0 0031942931 MORTGAGORS: PEREZ LYNWOOD
PEREZ MAJORIE
REGION CODE ADDRESS : 251 TROTTERS DRIVE
01 CITY : MAITLAND
STATE/ZIP : FL 32751
MORTGAGE AMOUNT : 339,414.78 OPTION TO CONVERT :
UNPAID BALANCE : 333,957.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,093.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 77.40300
----------------------------------------------------------------------------
0 0031942949 MORTGAGORS: PEFANIS TERRY
PEFANIS SUSAN
REGION CODE ADDRESS : 1650 PRESTON PLACE
01 CITY : BRENTWOOD
STATE/ZIP : TN 37027
MORTGAGE AMOUNT : 338,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 334,641.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,944.34 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 79.52900
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,561,314.78
P & I AMT: 13,859.95 UPB AMT: 1,539,886.80
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 99
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031942956 MORTGAGORS: FRICKE DONALD
FRICKE JAMIE
REGION CODE ADDRESS : 206 LEWISTON COURT
01 CITY : CARY
STATE/ZIP : NC 27513
MORTGAGE AMOUNT : 254,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,148.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,202.54 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 72.81400
----------------------------------------------------------------------------
0 0031943277 MORTGAGORS: WEANIE DAVID
REGION CODE ADDRESS : 830 FOREST PATH LANE
01 CITY : ALPHARETTA
STATE/ZIP : GA 30022
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 315,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,853.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/14
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0031943608 MORTGAGORS: MICHELMAN THOMAS
MICHELMAN ANN
REGION CODE ADDRESS : 2 DEXTER LANE
01 CITY : MANCHESTER
STATE/ZIP : MA 01944
MORTGAGE AMOUNT : 378,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 378,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,344.96 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 34.36300
----------------------------------------------------------------------------
0 0031944176 MORTGAGORS: MURG RICHARD
MURG SANDRA
REGION CODE ADDRESS : 9281 TRITT CIRCLE
01 CITY : VILLA PARK
STATE/ZIP : CA 92861
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 347,856.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,219.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 61.40300
----------------------------------------------------------------------------
0 0031944424 MORTGAGORS: ROMERO FERNANDO
ROMERO CAROL
REGION CODE ADDRESS : 903 LANEWOOD DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95125
MORTGAGE AMOUNT : 284,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,103.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,552.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,581,850.00
P & I AMT: 14,173.28 UPB AMT: 1,577,108.23
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 100
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031944432 MORTGAGORS: MAZIN ELLEN
REGION CODE ADDRESS : 5405 AMIGO AVENUE
01 CITY : TARZANA
STATE/ZIP : CA 91356
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,690.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,452.60 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 55.00000
----------------------------------------------------------------------------
0 0031944440 MORTGAGORS: HARTSTEIN BRADLEY
REGION CODE ADDRESS : 34132 CAPISTRANO BY THE SEA
01 CITY : DANA POINT
STATE/ZIP : CA 92629
MORTGAGE AMOUNT : 323,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 320,999.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,948.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 72.09800
----------------------------------------------------------------------------
0 0031944457 MORTGAGORS: HARTNETT GARY
HARTNETT SHARON
REGION CODE ADDRESS : 351 SOUTH 12TH STREET
01 CITY : SAN JOSE
STATE/ZIP : CA 95112
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,106.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,497.20 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031944473 MORTGAGORS: GOLVIN SANDRA
DIAZ-RUIZ ANA
REGION CODE ADDRESS : 2219 GRAND CANAL
01 CITY : LOS ANGELES
STATE/ZIP : CA 90291
MORTGAGE AMOUNT : 325,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 324,323.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,924.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 57.68600
----------------------------------------------------------------------------
0 0031944499 MORTGAGORS: BARN GURMIT
BARN NAVDEEP
REGION CODE ADDRESS : 1619 ALTAMONT CIRCLE
01 CITY : LIVERMORE
STATE/ZIP : CA 94550
MORTGAGE AMOUNT : 265,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,919.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,387.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 69.99500
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,468,950.00
P & I AMT: 13,209.98 UPB AMT: 1,461,039.77
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 101
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031944671 MORTGAGORS: WU EDWARD
WU AMY
REGION CODE ADDRESS : 13037 MOZART WAY
01 CITY : CERRITOS
STATE/ZIP : CA 90703
MORTGAGE AMOUNT : 293,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 293,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,695.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/14
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 66.59000
----------------------------------------------------------------------------
0 0031945322 MORTGAGORS: MARLOW JAMES
GILBERT-MARLOW CYNTHIA
REGION CODE ADDRESS : 1143 HOPKINS AVENUE
01 CITY : PALO ALTO
STATE/ZIP : CA 94301
MORTGAGE AMOUNT : 415,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 415,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,965.96 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 51.87500
----------------------------------------------------------------------------
0 0031946049 MORTGAGORS: ROSS LAWRENCE
REGION CODE ADDRESS : 3356 DIXIE CANYON AVENUE
01 CITY : BEVERLY HILLS
STATE/ZIP : CA 90210
MORTGAGE AMOUNT : 466,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 464,577.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,286.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 54.82300
----------------------------------------------------------------------------
0 0031946262 MORTGAGORS: SOARES IVO
SOARES TERESINHA
REGION CODE ADDRESS : 118 COOLSPRING COURT
01 CITY : DANVILLE
STATE/ZIP : CA 94506
MORTGAGE AMOUNT : 295,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,670.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,692.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 62.10500
----------------------------------------------------------------------------
0 0031946346 MORTGAGORS: LOVOY TIMOTHY
LOVOY JENNIFER
REGION CODE ADDRESS : 1719 ORTEGA PLACE
01 CITY : SAN PEDRO
STATE/ZIP : CA 90732
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 320,950.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,966.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 72.22200
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,794,000.00
P & I AMT: 16,607.94 UPB AMT: 1,786,197.69
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 102
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031946981 MORTGAGORS: LAMBERTSON THEODORE
LAMBERTSON MONICA
REGION CODE ADDRESS : 2514 GREENS LANDING COURT
01 CITY : CAMERON PARK
STATE/ZIP : CA 95682
MORTGAGE AMOUNT : 308,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 305,703.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,728.18 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 71.69700
----------------------------------------------------------------------------
0 0031947377 MORTGAGORS: MONTOYA BRIAN
MONTOYA DEBRA
REGION CODE ADDRESS : 2160 DEER HAVEN DRIVE
01 CITY : CHINO HILLS
STATE/ZIP : CA 91709
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,242.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,157.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 76.19000
----------------------------------------------------------------------------
0 0031947393 MORTGAGORS: DAS BIRENDRA
DAS NANDITA
REGION CODE ADDRESS : 2728 PARTON CIRCLE
01 CITY : LANCASTER
STATE/ZIP : CA 93536
MORTGAGE AMOUNT : 243,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,914.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,156.53 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 78.61200
----------------------------------------------------------------------------
0 0031948094 MORTGAGORS: JOHNSON DENNIS
JOHNSON KAREN
REGION CODE ADDRESS : 6906 MELLODORA DRIVE
01 CITY : ORANGEVALE
STATE/ZIP : CA 95662
MORTGAGE AMOUNT : 106,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 106,152.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 935.06 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 69.15500
----------------------------------------------------------------------------
0 0031948714 MORTGAGORS: HURD LEILAND
HURD JANNETTE
REGION CODE ADDRESS : 2933 FAIRCLIFF COURT
01 CITY : SAN JOSE
STATE/ZIP : CA 95125
MORTGAGE AMOUNT : 298,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,049.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,657.73 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 57.30700
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,196,500.00
P & I AMT: 10,634.69 UPB AMT: 1,191,062.61
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 103
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031948730 MORTGAGORS: KING MICHAEL
KING KELLY
REGION CODE ADDRESS : 1911 VIA PIMPOLLO
01 CITY : SAN CLEMENTE
STATE/ZIP : CA 92673
MORTGAGE AMOUNT : 220,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 219,313.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,992.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 57.14200
----------------------------------------------------------------------------
0 0031950553 MORTGAGORS: BENESCH MARC
REGION CODE ADDRESS : 4213 COSTELLO AVENUE
01 CITY : SHERMAN OAKS
STATE/ZIP : CA 91423
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,021.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,786.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 73.80900
----------------------------------------------------------------------------
0 0031950637 MORTGAGORS: SAYLES ROY
SAYLES PEGGY
REGION CODE ADDRESS : 3187 JAMUL HIGHLANDS ROAD
01 CITY : JAMUL
STATE/ZIP : CA 91935
MORTGAGE AMOUNT : 470,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 468,983.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,163.50 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 67.21400
----------------------------------------------------------------------------
0 0031951015 MORTGAGORS: SPARKS GENE
SPARKS DORIS
REGION CODE ADDRESS : 381 FOREST OAKS DRIVE
01 CITY : FAIRVIEW
STATE/ZIP : TX 75069
MORTGAGE AMOUNT : 444,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 442,568.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,929.00 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031951064 MORTGAGORS: FATEH MOHAMMAD
FATEH FATEMEH
REGION CODE ADDRESS : 2278 CANYON BACK ROAD
01 CITY : LOS ANGELES
STATE/ZIP : CA 90049
MORTGAGE AMOUNT : 545,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 543,223.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,785.07 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 56.77000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,989,500.00
P & I AMT: 17,656.77 UPB AMT: 1,983,110.72
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 104
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031951098 MORTGAGORS: TAVLIN DEBORAH
REGION CODE ADDRESS : 212 MIRA MAR AVENUE
01 CITY : LONG BEACH
STATE/ZIP : CA 90803
MORTGAGE AMOUNT : 357,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 355,823.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,109.86 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 59.50000
----------------------------------------------------------------------------
0 0031951148 MORTGAGORS: LESZUK STEPHEN
LESZUK ANDREA
REGION CODE ADDRESS : 193 RIVO ALTO CANAL
01 CITY : LONG BEACH
STATE/ZIP : CA 90803
MORTGAGE AMOUNT : 485,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 483,436.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,291.82 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 57.39600
----------------------------------------------------------------------------
0 0031951155 MORTGAGORS: CLARK NANCY
BROACH MICHAEL
REGION CODE ADDRESS : 42 LAKEWOOD CIRCLE
01 CITY : SAN MATEO
STATE/ZIP : CA 94402
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 398,682.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,484.43 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 42.10500
----------------------------------------------------------------------------
0 0031951197 MORTGAGORS: LEE YOUNG
LEE SHIN
REGION CODE ADDRESS : 2550 SEGOVIA
01 CITY : LA VERNE
STATE/ZIP : CA 91750
MORTGAGE AMOUNT : 275,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,602.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,418.88 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 57.93900
----------------------------------------------------------------------------
0 0031951205 MORTGAGORS: VAYNBERG WILLIAM
RAIKHEL MARINA
REGION CODE ADDRESS : 1205 VIA DESCANSO,
01 CITY : PALOS VERDES ESTATES,
STATE/ZIP : CA 90274
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 358,826.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,160.78 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 46.15300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,877,500.00
P & I AMT: 16,465.77 UPB AMT: 1,871,371.27
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 105
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031951213 MORTGAGORS: BLUME STEVEN
BLUME MAUREEN
REGION CODE ADDRESS : 6976 MIMOSA DRIVE,
01 CITY : CARLSBAD,
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 336,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 334,974.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,090.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 72.57000
----------------------------------------------------------------------------
0 0031951247 MORTGAGORS: ACKERMAN KENNETH
REGION CODE ADDRESS : 6357 LA PUNTA DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90068
MORTGAGE AMOUNT : 372,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 371,362.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,426.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 70.95200
----------------------------------------------------------------------------
0 0031953466 MORTGAGORS: STARR CRAIG
STARR MARIANNE
REGION CODE ADDRESS : 197 TIMBER LANE
01 CITY : FRIDAY HARBOR
STATE/ZIP : WA 98250
MORTGAGE AMOUNT : 228,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 227,296.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,081.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.25000 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0031953789 MORTGAGORS: FURMAN GILBERT
FURMAN ERICA
REGION CODE ADDRESS : 475 RANCHO ALEGRE DRIVE
01 CITY : COVINA
STATE/ZIP : CA 91724
MORTGAGE AMOUNT : 295,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,547.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,614.91 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 78.80000
----------------------------------------------------------------------------
0 0031954910 MORTGAGORS: SNIDER JEFFREY
SNIDER VALERIE
REGION CODE ADDRESS : 1475 RUTHERFORD DRIVE
01 CITY : PASADENA
STATE/ZIP : CA 91103
MORTGAGE AMOUNT : 622,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 622,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,508.57 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,854,500.00
P & I AMT: 16,722.48 UPB AMT: 1,850,680.10
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 106
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031955099 MORTGAGORS: MARTIN RAYMOND
MARTIN LING
REGION CODE ADDRESS : 47736 AVALON HEIGHTS TERRACE
01 CITY : FREMONT
STATE/ZIP : CA 94539
MORTGAGE AMOUNT : 600,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 598,086.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,351.13 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 66.29800
----------------------------------------------------------------------------
0 0031955107 MORTGAGORS: CHAO FRANK
HU JULIE
REGION CODE ADDRESS : 2798 VISTA DIABLO COURT,
01 CITY : PLEASANTON,
STATE/ZIP : CA 94566
MORTGAGE AMOUNT : 380,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 379,299.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,420.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 71.12100
----------------------------------------------------------------------------
0 0031955248 MORTGAGORS: FLORES ROBERT
FLORES NANCI
REGION CODE ADDRESS : 17681 BRYAN PLACE
01 CITY : GRANADA HILLS
STATE/ZIP : CA 91344
MORTGAGE AMOUNT : 425,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 423,614.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,731.48 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 77.27200
----------------------------------------------------------------------------
0 0031955255 MORTGAGORS: KIRIMIS JOHN
KIRIMIS PEGGY
REGION CODE ADDRESS : 2941 GAINSBOROUGH DRIVE
01 CITY : SAN MARINO
STATE/ZIP : CA 91108
MORTGAGE AMOUNT : 459,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 457,536.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,093.62 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 62.44800
----------------------------------------------------------------------------
0 0031955263 MORTGAGORS: MARTINEZ LENE
REGION CODE ADDRESS : 98 ROCKAWAY AVENUE
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94127
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 418,645.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,716.62 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 63.15700
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,284,500.00
P & I AMT: 20,312.90 UPB AMT: 2,277,182.72
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 107
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031955271 MORTGAGORS: TRUJILLO FRANCISCO
TRUJILLO PATRICIA
REGION CODE ADDRESS : 22 BLUE SPRUCE
01 CITY : IRVINE
STATE/ZIP : CA 92620
MORTGAGE AMOUNT : 277,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 276,097.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,432.05 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 55.40000
----------------------------------------------------------------------------
0 0031955297 MORTGAGORS: DIMITRI DIMITRI
DIMITRI TAMARA
REGION CODE ADDRESS : 10635 OAKDALE AVENUE
01 CITY : CHATSWORTH
STATE/ZIP : CA 91311
MORTGAGE AMOUNT : 510,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 508,390.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,584.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 53.68400
----------------------------------------------------------------------------
0 0031956402 MORTGAGORS: YOUNG KEITH
REGION CODE ADDRESS : 1220 YALE STREET UNIT #7
01 CITY : SANTA MONICA
STATE/ZIP : CA 90404
MORTGAGE AMOUNT : 322,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 321,471.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,876.24 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 71.82600
----------------------------------------------------------------------------
0 0031956493 MORTGAGORS: HAM JAMES
SMITH JOANN
REGION CODE ADDRESS : 785 OCEAN BOULEVARD
01 CITY : RYE
STATE/ZIP : NH 03870
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 328,947.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,943.12 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 69.47300
----------------------------------------------------------------------------
0 0031957160 MORTGAGORS: WONG KIN
YEE MACY
REGION CODE ADDRESS : 20337 VIA SAN MARINO
01 CITY : CUPERTINO
STATE/ZIP : CA 46332
MORTGAGE AMOUNT : 337,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 335,971.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,100.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 57.11800
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,776,500.00
P & I AMT: 15,935.59 UPB AMT: 1,770,878.12
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 108
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031957244 MORTGAGORS: ELY THOMAS
ELY ROSEMARY
REGION CODE ADDRESS : 20 CALLE DE PRINCESA
01 CITY : COTO DE CAZA
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,132.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,471.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 55.00000
----------------------------------------------------------------------------
0 0031957319 MORTGAGORS: GO RAYMUNDO
GO LOLITA
REGION CODE ADDRESS : 27181 PACIFIC HEIGHTS DRIVE
01 CITY : MISSION VIEJO
STATE/ZIP : CA 92692
MORTGAGE AMOUNT : 257,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,687.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,314.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 57.22200
----------------------------------------------------------------------------
0 0031957582 MORTGAGORS: ELLIS WALTER
ELLIS CLAIRE
REGION CODE ADDRESS : 7613 NORTH MERIDIAN AVENUE
01 CITY : FRESNO
STATE/ZIP : CA 93720
MORTGAGE AMOUNT : 132,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 132,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,202.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/14
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 91.58600
----------------------------------------------------------------------------
0 0031957988 MORTGAGORS: KANG CHUL
KANG YEA
REGION CODE ADDRESS : 2721 N VISTA KNOLL RD
01 CITY : ORANGE
STATE/ZIP : CA 92667
MORTGAGE AMOUNT : 313,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 313,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,791.51 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 59.61900
----------------------------------------------------------------------------
0 0031958598 MORTGAGORS: YOUNG WILLIAM
YOUNG JUDITH
REGION CODE ADDRESS : 2006 CONTINENTAL LANE
01 CITY : ESCONDIDO
STATE/ZIP : CA 92029
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 373,790.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,318.42 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 79.78700
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,353,300.00
P & I AMT: 12,099.14 UPB AMT: 1,350,410.94
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 109
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031958747 MORTGAGORS: MOTLEY GARY
DONLEY-MOTLEY JOAN
REGION CODE ADDRESS : 5220 BRIAR TREE DR.
01 CITY : DALLAS
STATE/ZIP : TX 75248
MORTGAGE AMOUNT : 300,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,659.16 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 58.92100
----------------------------------------------------------------------------
0 0031960123 MORTGAGORS: THOMPSON KENNITH
THOMPSON SANDRA
REGION CODE ADDRESS : 86 SURFSIDE AUENUE
01 CITY : SEAL BEACH
STATE/ZIP : CA 90743
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 498,422.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,494.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 58.82300
----------------------------------------------------------------------------
0 0031960131 MORTGAGORS: TOCHTERMAN ELIEZER
TOCHTERMAN ILANA
REGION CODE ADDRESS : 22735 BRANDYWINE DRIVE
01 CITY : CALABASAS
STATE/ZIP : CA 91302
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,113.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,433.51 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 53.92100
----------------------------------------------------------------------------
0 0031960453 MORTGAGORS: NGUYEN HOA
NGUYEN HUONG
REGION CODE ADDRESS : 2707 CLARION COURT
01 CITY : SAN JOSE
STATE/ZIP : CA 95148
MORTGAGE AMOUNT : 316,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 315,368.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,777.97 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0031960750 MORTGAGORS: CRAFTS RONALD
CRAFTS MARY
REGION CODE ADDRESS : 690 WEST 350 NORTH
01 CITY : SPANISH FORK
STATE/ZIP : UT 84660
MORTGAGE AMOUNT : 284,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,572.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,497.89 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 71.12500
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,676,400.00
P & I AMT: 14,862.68 UPB AMT: 1,671,977.50
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 110
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031961162 MORTGAGORS: MESCHKE JOHN
MESCHKE NANNETTE
REGION CODE ADDRESS : 18 PRAIRIE DUNES DRIVE
01 CITY : HUTCHINSON
STATE/ZIP : KS 67502
MORTGAGE AMOUNT : 385,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 374,707.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,460.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 68.75000
----------------------------------------------------------------------------
0 0031961188 MORTGAGORS: GORIN LINDA
GORIN NEIL
REGION CODE ADDRESS : 7 PAYNE CIRCLE
01 CITY : HEWLETT HARBOR
STATE/ZIP : NY 11557
MORTGAGE AMOUNT : 294,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 291,973.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,480.94 OUTSIDE CONV DATE :
LIFETIME RATE : 6.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.00000 PRODUCT CODE : 002
LTV : 48.19600
----------------------------------------------------------------------------
0 0031962103 MORTGAGORS: WEINBLATT LEE
WEINBLATT MARCIA
REGION CODE ADDRESS : 465 WINTHROP ROAD
01 CITY : TEANECK
STATE/ZIP : NJ 07666
MORTGAGE AMOUNT : 1,200,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 1,192,323.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 10,702.26 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 015
LTV : 50.52600
----------------------------------------------------------------------------
0 0031962285 MORTGAGORS: DEUSEBIO MICHAEL
DEUSIBIO TIFFANY
REGION CODE ADDRESS : 63 ST. TERESA COURT
01 CITY : DANVILLE
STATE/ZIP : CA 94526
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,063.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,717.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031962426 MORTGAGORS: PONTIS GEORGE
PONTIS JOANNE
REGION CODE ADDRESS : 25 HERMOSA ROAD
01 CITY : REDWOOD CITY
STATE/ZIP : CA 94062
MORTGAGE AMOUNT : 418,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 414,162.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,787.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 66.05000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,597,100.00
P & I AMT: 23,148.48 UPB AMT: 2,572,230.61
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 111
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031962442 MORTGAGORS: VEMBU SRIDHAR
SRINIVASAN PRAMILA
REGION CODE ADDRESS : 2998 PARK ESTATES WAY
01 CITY : SAN JOSE
STATE/ZIP : CA 95135
MORTGAGE AMOUNT : 304,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 301,501.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,632.94 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0031962459 MORTGAGORS: HARE JAMES
HARE MARGARET
REGION CODE ADDRESS : 4581 RIVER BOTTOM DRIVE
01 CITY : NORCROSS
STATE/ZIP : GA 30092
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 281,213.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,482.66 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 63.33300
----------------------------------------------------------------------------
0 0031962483 MORTGAGORS: CHUA DESMOND
CHUA JANE
REGION CODE ADDRESS : 1211 RIBBON STREET
01 CITY : FOSTER CITY
STATE/ZIP : CA 94404
MORTGAGE AMOUNT : 299,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,815.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,672.89 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 50.36900
----------------------------------------------------------------------------
0 0031962509 MORTGAGORS: PRESSMAN KIM
REGION CODE ADDRESS : 81 CIDER HILL RD.
01 CITY : UPPER SADDLE RIVER
STATE/ZIP : NJ 07458
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 394,852.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,567.42 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 69.56500
----------------------------------------------------------------------------
0 0031962525 MORTGAGORS: YAGERMAN HOWARD
YAGERMAN HILLARY
REGION CODE ADDRESS : 202 SPLIT ROCK ROAD
01 CITY : SYOSSET
STATE/ZIP : NY 11791
MORTGAGE AMOUNT : 266,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 262,577.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,372.34 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 69.09000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,555,350.00
P & I AMT: 13,728.25 UPB AMT: 1,536,960.94
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 112
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031962533 MORTGAGORS: BALDWIN MARK
BALDWIN SALLY
REGION CODE ADDRESS : 4657 GREEN VALLEY ROAD
01 CITY : SUISUN CITY
STATE/ZIP : CA 94585
MORTGAGE AMOUNT : 427,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 422,978.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,867.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 61.00000
----------------------------------------------------------------------------
0 0031962541 MORTGAGORS: DAVIDSON ROBERT
DAVIDSON JACQUELINE
REGION CODE ADDRESS : 55 PUMPKIN CAY RD.UNIT A
01 CITY : KEY LARGO
STATE/ZIP : FL 33037
MORTGAGE AMOUNT : 344,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 340,545.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,973.02 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031962558 MORTGAGORS: PETERSEN ERIC
PETERSEN STEPHANIE
REGION CODE ADDRESS : 1132 TEMPLETON PLACE
01 CITY : CHESTERFIELD
STATE/ZIP : MO 63017
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 327,888.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,943.12 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 64.70500
----------------------------------------------------------------------------
0 0031962566 MORTGAGORS: CRATER KENNETH
REGION CODE ADDRESS : 116 BRIGHAM HILL RD
01 CITY : NORTH GRAFTON
STATE/ZIP : MA 01536
MORTGAGE AMOUNT : 326,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 323,846.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,839.82 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 77.80400
----------------------------------------------------------------------------
0 0031962574 MORTGAGORS: SCHILLING MARY
GREENSPAN STACY
REGION CODE ADDRESS : 4 COPLEY STREET
01 CITY : BROOKLINE
STATE/ZIP : MA 02446
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,081.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,654.73 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 46.51100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,727,000.00
P & I AMT: 15,278.59 UPB AMT: 1,712,340.76
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 113
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031962590 MORTGAGORS: FREEMAN MONTY
REGION CODE ADDRESS : 1739 MATLOCK ROAD
01 CITY : MANSFIELD
STATE/ZIP : TX 76063
MORTGAGE AMOUNT : 402,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 397,804.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,533.92 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0031962616 MORTGAGORS: MAUPINS MICHAEL
MAUPINS KAREN
REGION CODE ADDRESS : 9747 WOODLANDS DR.
01 CITY : FISHERS
STATE/ZIP : IN 46038
MORTGAGE AMOUNT : 258,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,804.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,233.22 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031962632 MORTGAGORS: SELZ ALLEN
SELZ ELAINE
REGION CODE ADDRESS : 1680 BEECHWOOD BLVD
01 CITY : PITTSBURGH
STATE/ZIP : PA 15217
MORTGAGE AMOUNT : 311,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,010.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,773.67 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 45.40100
----------------------------------------------------------------------------
0 0031962657 MORTGAGORS: SPENCER GRAHAM
REGION CODE ADDRESS : 321 BYRON STREET
01 CITY : PALO ALTO
STATE/ZIP : CA 94301
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 645,657.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,706.96 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 74.28500
----------------------------------------------------------------------------
0 0031962673 MORTGAGORS: BARONOWSKI JAY
SOMMER MELISSA
REGION CODE ADDRESS : 461 WOLCOTT STREET
01 CITY : NEWTON
STATE/ZIP : MA 02466
MORTGAGE AMOUNT : 262,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,478.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,336.66 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 66.32900
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,883,900.00
P & I AMT: 16,584.43 UPB AMT: 1,867,756.68
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 114
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031962848 MORTGAGORS: SHERWOOD SAMUEL
SHERWOOD FRANCES
REGION CODE ADDRESS : 712 TWINVIEW PLACE
01 CITY : PLEASANT HILL
STATE/ZIP : CA 94523
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,209.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,090.66 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 62.33700
----------------------------------------------------------------------------
0 0031963390 MORTGAGORS: BOZAN ROBERT
REGION CODE ADDRESS : 2024 SANTA RENA DRIVE
01 CITY : RANCHO PALOS VERDES
STATE/ZIP : CA 90275
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,120.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,370.59 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 73.97200
----------------------------------------------------------------------------
0 0031963424 MORTGAGORS: KANG JAMES
KANG GRACE
REGION CODE ADDRESS : 1309 MOUNTAIN QUAIL CIRCLE
01 CITY : SAN JOSE
STATE/ZIP : CA 95120
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,032.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,654.73 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 58.82300
----------------------------------------------------------------------------
0 0031963440 MORTGAGORS: LEVINE EDWARD
LEVINE SANDRA
REGION CODE ADDRESS : 18951 EAST WILDWOOD CIRCLE
01 CITY : VILLA PARK
STATE/ZIP : CA 92861
MORTGAGE AMOUNT : 362,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 361,343.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,232.98 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 44.47800
----------------------------------------------------------------------------
0 0031963499 MORTGAGORS: LUTES JOSEPH
REGION CODE ADDRESS : 7415 BAGLEY AVENUE NORTH
01 CITY : SEATTLE
STATE/ZIP : WA 98103
MORTGAGE AMOUNT : 234,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 233,693.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,978.85 OUTSIDE CONV DATE :
LIFETIME RATE : 6.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.00000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,407,000.00
P & I AMT: 12,327.81 UPB AMT: 1,402,399.64
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 115
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031963531 MORTGAGORS: JNEID AMER
JNEID ROLA
REGION CODE ADDRESS : 31526 SEA SHADOWS WAY
01 CITY : LAGUNA NIGUEL
STATE/ZIP : CA 92677
MORTGAGE AMOUNT : 292,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,890.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,503.68 OUTSIDE CONV DATE :
LIFETIME RATE : 6.25000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.25000 PRODUCT CODE : 002
LTV : 56.58900
----------------------------------------------------------------------------
0 0031963606 MORTGAGORS: GLUCKSMAN WILLIAM
GLUCKSMAN JANET
REGION CODE ADDRESS : 2706 BASIL LANE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90077
MORTGAGE AMOUNT : 448,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 446,586.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,026.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 57.80645
----------------------------------------------------------------------------
0 0031963622 MORTGAGORS: FINNEGAN BIRGETTA
PERRY EUGENE
REGION CODE ADDRESS : 10204 ORKINEY DRIVE
01 CITY : LAS VEGAS
STATE/ZIP : NV 89134
MORTGAGE AMOUNT : 358,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 357,107.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,195.07 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.98000
----------------------------------------------------------------------------
0 0031963671 MORTGAGORS: NICHOLS PHILIP
REGION CODE ADDRESS : 991 PLEASANT HILL ROAD
01 CITY : REDWOOD CITY
STATE/ZIP : CA 94061
MORTGAGE AMOUNT : 348,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 346,853.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,031.46 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 62.14200
----------------------------------------------------------------------------
0 0031963689 MORTGAGORS: PARISI LEWIS
REGION CODE ADDRESS : 4953 PALO DRIVE
01 CITY : TARZANA
STATE/ZIP : CA 91356
MORTGAGE AMOUNT : 356,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 354,827.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,101.15 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 71.20000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,802,250.00
P & I AMT: 15,858.12 UPB AMT: 1,793,265.39
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 116
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031964760 MORTGAGORS: LIU PETER
LIU YEN
REGION CODE ADDRESS : 512 ZENITH RIDGE DRIVE
01 CITY : DANVILLE
STATE/ZIP : CA 94506
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,211.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,247.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 47.16900
----------------------------------------------------------------------------
0 0031964786 MORTGAGORS: BRACK ANNE
GRIMM SUSAN
REGION CODE ADDRESS : 917-919 FULTON STREET
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94117
MORTGAGE AMOUNT : 353,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 351,861.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,123.73 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 57.39800
----------------------------------------------------------------------------
0 0031965650 MORTGAGORS: SLAUSON HENRY
REGION CODE ADDRESS : 44 POND ROAD
01 CITY : SHELBURNE
STATE/ZIP : VT 05482
MORTGAGE AMOUNT : 344,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 342,822.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,184.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 77.30337
----------------------------------------------------------------------------
0 0031966385 MORTGAGORS: ONG DANTE
ONG MARIA
REGION CODE ADDRESS : 2664 BROOKHOLLOW DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95132
MORTGAGE AMOUNT : 333,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 333,700.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,046.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 74.98800
----------------------------------------------------------------------------
0 0031967235 MORTGAGORS: TAIKOWSKI RICHARD
BIXLER-TAIKOWSKI LYNNE
REGION CODE ADDRESS : 360 GALLOPING HILL ROAD
01 CITY : FAIRFIELD
STATE/ZIP : CT 06430
MORTGAGE AMOUNT : 390,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 386,206.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,451.15 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 59.09000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,670,700.00
P & I AMT: 15,052.71 UPB AMT: 1,663,801.84
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 117
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031968845 MORTGAGORS: MEHTA SUNIL
MEHTA MANJU
REGION CODE ADDRESS : 40741 MARINO COURT
01 CITY : FREMONT
STATE/ZIP : CA 94539
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,175.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,483.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 69.23000
----------------------------------------------------------------------------
0 0031968852 MORTGAGORS: MAISON SKIP
MAISON JULIE
REGION CODE ADDRESS : 565 LEGION STREET
01 CITY : LAGUNA BEACH
STATE/ZIP : CA 92675
MORTGAGE AMOUNT : 460,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 458,516.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,070.59 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 78.63200
----------------------------------------------------------------------------
0 0031968886 MORTGAGORS: MANN R
MANN MARIANNE
REGION CODE ADDRESS : 5410 EAST ESTATE RIDGE ROAD,
01 CITY : ANAHEIM
STATE/ZIP : CA 92807
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,145.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,345.02 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 63.09500
----------------------------------------------------------------------------
0 0031968910 MORTGAGORS: SABET DAVID
SABET DONNA
REGION CODE ADDRESS : 505 EL CIRCULO
01 CITY : SAN CLEMENTE
STATE/ZIP : CA 92672
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 418,631.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,687.58 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 64.61500
----------------------------------------------------------------------------
0 0031968951 MORTGAGORS: CHUEH RICHARD
CHUEH IVY
REGION CODE ADDRESS : 19984 KARN CIRCLE
01 CITY : SARATOGA
STATE/ZIP : CA 95070
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,151.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,463.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 32.57400
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,687,000.00
P & I AMT: 15,050.86 UPB AMT: 1,681,620.40
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 118
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031969660 MORTGAGORS: SCHUBIN PETER
CIVEN RACHEL
REGION CODE ADDRESS : 623 SAN LUIS ROAD
01 CITY : BERKELEY
STATE/ZIP : CA 94707
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,654.73 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 59.40500
----------------------------------------------------------------------------
0 0031972060 MORTGAGORS: CHEN JOHN
ZULLO JOHN
REGION CODE ADDRESS : 4537 25TH STREET
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94114
MORTGAGE AMOUNT : 319,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 317,993.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,867.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 58.00000
----------------------------------------------------------------------------
0 0031972268 MORTGAGORS: BENSON KARL
BENSON CINDY
REGION CODE ADDRESS : 1237 FIORI AVENUE
01 CITY : MODESTO
STATE/ZIP : CA 95350
MORTGAGE AMOUNT : 76,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 76,704.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 686.28 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
0 0031972284 MORTGAGORS: KISER JOHN
KISER MARIA
REGION CODE ADDRESS : 3105 BEAUFORT STREET
01 CITY : RALEIGH
STATE/ZIP : NC 27609
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 330,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,943.12 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 45.20500
----------------------------------------------------------------------------
0 0031972318 MORTGAGORS: EDWARDS ROBERT
EDWARDS LINDA
REGION CODE ADDRESS : 4316 CORTE DE LA FONDA
01 CITY : SAN DIEGO
STATE/ZIP : CA 92130
MORTGAGE AMOUNT : 324,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 322,944.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,844.70 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 77.88400
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,349,950.00
P & I AMT: 11,996.10 UPB AMT: 1,347,642.19
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 119
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031972458 MORTGAGORS: MOORE EVELYN
REGION CODE ADDRESS : 410 FAIRVIEW TERRACE
01 CITY : SIERRA MADRE
STATE/ZIP : CA 91024
MORTGAGE AMOUNT : 362,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 361,331.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,207.80 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 78.80400
----------------------------------------------------------------------------
0 0031972532 MORTGAGORS: TYLER STEPHEN
TYLER DONNA
REGION CODE ADDRESS : 605 EBENEZER ROAD
01 CITY : ROSWELL
STATE/ZIP : GA 30075
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 290,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,626.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/14
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 38.66600
----------------------------------------------------------------------------
0 0031972623 MORTGAGORS: KWOCK PATTERSON
KWOCK SHELLEY
REGION CODE ADDRESS : 16 VILLAGE CIRCLE DRIVE
01 CITY : MANHATTAN BEACH
STATE/ZIP : CA 90266
MORTGAGE AMOUNT : 385,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 383,758.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,406.91 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 46.95100
----------------------------------------------------------------------------
0 0031974538 MORTGAGORS: GRIGGS PHILLIP
GRIGGS KAREN
REGION CODE ADDRESS : 10440 MAGNOLIA BLVD,
01 CITY : NORTH HOLLYWOOD,
STATE/ZIP : CA 91601
MORTGAGE AMOUNT : 150,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 149,561.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,422.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.87500 PRODUCT CODE : 250
LTV : 60.00000
----------------------------------------------------------------------------
0 0031974769 MORTGAGORS: GRAIR JERRY
GRAIR IMAN
REGION CODE ADDRESS : 3360 NORTH LAMER STREET
01 CITY : BURBANK
STATE/ZIP : CA 91504
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 373,816.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,370.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,562,500.00
P & I AMT: 14,034.92 UPB AMT: 1,558,468.57
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 120
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031976673 MORTGAGORS: GOPALAKRISHNAN MERCHERIL
GEORGE GEETA
REGION CODE ADDRESS : 1601 MENTO TERRACE
01 CITY : FREMONT
STATE/ZIP : CA 94539
MORTGAGE AMOUNT : 327,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 327,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,966.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/14
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 68.22900
----------------------------------------------------------------------------
0 0031976723 MORTGAGORS: ELASSAL IHAB
ABDELGHFOUR NGWA
REGION CODE ADDRESS : 280 BRIGGS COURT
01 CITY : SAN JOSE
STATE/ZIP : CA 95139
MORTGAGE AMOUNT : 305,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 305,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,698.97 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 75.30800
----------------------------------------------------------------------------
0 0031976848 MORTGAGORS: GEIER DAVID
HOWARD JANET
REGION CODE ADDRESS : 1324 MELROSE WAY
01 CITY : VISTA AREA
STATE/ZIP : CA 92083
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,247.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.87200
----------------------------------------------------------------------------
0 0031977978 MORTGAGORS: STEWART ROBERT
STEWART KAREN
REGION CODE ADDRESS : 8065 BRIARGATE COURT
01 CITY : JOHNSTON
STATE/ZIP : IA 50131
MORTGAGE AMOUNT : 291,240.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,396.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,617.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 84.17300
----------------------------------------------------------------------------
0 0031978497 MORTGAGORS: YEE SUZAN
LEE KEITH
REGION CODE ADDRESS : 1520-1522 CABRILLO STREET
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94118
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,572.27 OUTSIDE CONV DATE :
LIFETIME RATE : 6.25000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.25000 PRODUCT CODE : 002
LTV : 50.42000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,473,740.00
P & I AMT: 13,102.67 UPB AMT: 1,471,896.94
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 121
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031983398 MORTGAGORS: LEE CHUL
LEE YONG
REGION CODE ADDRESS : 3055 WOODSIDE MEADOWS ROAD
01 CITY : PLEASANT HILL
STATE/ZIP : CA 94523
MORTGAGE AMOUNT : 260,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,200.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,375.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 7.25000 PRODUCT CODE : 250
LTV : 78.84848
----------------------------------------------------------------------------
0 0031984131 MORTGAGORS: MURRAY DELONG
MURRAY JANET
REGION CODE ADDRESS : 5545 ST. FRANCIS CIRCLE EAST
01 CITY : LOOMIS
STATE/ZIP : CA 95650
MORTGAGE AMOUNT : 440,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 440,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,924.16 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 58.66600
----------------------------------------------------------------------------
0 0031986193 MORTGAGORS: BARAK TERRY
BARAK PEARL
REGION CODE ADDRESS : 3139 PURDUE AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90066
MORTGAGE AMOUNT : 241,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 240,729.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,153.83 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 52.50000
----------------------------------------------------------------------------
0 0031986201 MORTGAGORS: ERBSTOESSER EUGENE
ERBSTOESSER MARIA
REGION CODE ADDRESS : 515 TERRAINE AVENUE
01 CITY : LONG BEACH
STATE/ZIP : CA 90814
MORTGAGE AMOUNT : 456,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 456,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,003.66 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 77.28800
----------------------------------------------------------------------------
0 0031986250 MORTGAGORS: MCCARVER RAY
MCCARVER LINDA
REGION CODE ADDRESS : 7732 TOBIA WAY
01 CITY : FAIR OAKS
STATE/ZIP : CA 95628
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 375,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,370.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 49.34200
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,772,700.00
P & I AMT: 15,827.53 UPB AMT: 1,771,929.76
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 122
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031986334 MORTGAGORS: PICKER JOE
PICKER ORIT
REGION CODE ADDRESS : 5743 INGRAM PLACE UNIT 45
01 CITY : WESTLAKE VILLAGE
STATE/ZIP : CA 91362
MORTGAGE AMOUNT : 285,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 285,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,506.68 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 67.17600
----------------------------------------------------------------------------
0 0031986342 MORTGAGORS: WONG BILL
LIU MARY
REGION CODE ADDRESS : 13076 GLEN BRAE DRIVE
01 CITY : SARATOGA
STATE/ZIP : CA 95070
MORTGAGE AMOUNT : 626,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 626,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,583.01 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 71.95400
----------------------------------------------------------------------------
0 0031986490 MORTGAGORS: LEE LUAN
REGION CODE ADDRESS : 13074 LA CRESTA DRIVE
01 CITY : LOS ALTOS
STATE/ZIP : CA 94022
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 400,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,539.64 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 25.80600
----------------------------------------------------------------------------
0 0031986565 MORTGAGORS: GOINS LENNON
REGION CODE ADDRESS : 2468 MONTGOMERY AVENUE
01 CITY : ENCINITAS
STATE/ZIP : CA 92007
MORTGAGE AMOUNT : 445,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 445,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,876.43 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 68.46100
----------------------------------------------------------------------------
0 0031988108 MORTGAGORS: SEWELL GLENN
LIEBER JUDY
REGION CODE ADDRESS : 3470 PRIMERA AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90068
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 330,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,012.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 73.33300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,086,500.00
P & I AMT: 18,518.21 UPB AMT: 2,086,500.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 123
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031988975 MORTGAGORS: KIRCHNER MARVIN
KIRCHNER NANA
REGION CODE ADDRESS : 4 ALPINE LILY PLACE
01 CITY : SAN RAFAEL
STATE/ZIP : CA 94903
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 325,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,966.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 38.23500
----------------------------------------------------------------------------
0 0070018486 MORTGAGORS: SELF RICHARD
SELF MARILYN
REGION CODE ADDRESS : 4 BLACKSTONE ST
01 CITY : IRVINE
STATE/ZIP : CA 92720
MORTGAGE AMOUNT : 78,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 75,602.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 728.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 65.54622
----------------------------------------------------------------------------
0 0070097555 MORTGAGORS: CARLSON MELVIN
CARLSON MEGAN
REGION CODE ADDRESS : 22100 CHINOOK ROAD
01 CITY : WOODWAY
STATE/ZIP : WA 98020
MORTGAGE AMOUNT : 685,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 674,183.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 6,204.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 015
LTV : 33.34956
----------------------------------------------------------------------------
0 0070265772 MORTGAGORS: TOBIN JAMES
TOBIN KAREN
REGION CODE ADDRESS : 150 DAVENPORT DRIVE
01 CITY : STAMFORD
STATE/ZIP : CT 06902
MORTGAGE AMOUNT : 927,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 910,059.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 8,466.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 015
LTV : 70.00000
----------------------------------------------------------------------------
0 0070321955 MORTGAGORS: VINIOS NICHOLAS
VINIOS JEAN
REGION CODE ADDRESS : 55 FARM STREET
01 CITY : DOVER
STATE/ZIP : MA 02030
MORTGAGE AMOUNT : 908,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 905,166.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 8,224.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.12500 PRODUCT CODE : 015
LTV : 33.62963
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,923,500.00
P & I AMT: 26,592.12 UPB AMT: 2,890,011.66
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 124
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070339247 MORTGAGORS: BERNDT FRED
BERNDT SYLVIA
REGION CODE ADDRESS : 1575 EDGEWATER AVENUE
01 CITY : ARDEN HILLS
STATE/ZIP : MN 55112
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 396,150.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,567.42 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 63.49206
----------------------------------------------------------------------------
0 0070373782 MORTGAGORS: CHIMNEY EDWARD
GOULD ELAINE
REGION CODE ADDRESS : 4 TARGET ROCK DRIVE
01 CITY : LLOYDS NECK
STATE/ZIP : NY 11743
MORTGAGE AMOUNT : 285,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,255.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,329.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/09
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 45.63200
----------------------------------------------------------------------------
0 0070428644 MORTGAGORS: HARPER ROBERT
GOLDMAN HARP DEBORAH
REGION CODE ADDRESS : 721 NORTH OAKHURST DRIVE
01 CITY : BEVERLY HIL
STATE/ZIP : CA 90210
MORTGAGE AMOUNT : 939,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 927,425.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 8,638.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 015
LTV : 50.75676
----------------------------------------------------------------------------
0 0070431135 MORTGAGORS: RASTOGI ANIL
RASTOGI ANIL
REGION CODE ADDRESS : 26180 DUMONT ROAD
01 CITY : HEMET
STATE/ZIP : CA 92544
MORTGAGE AMOUNT : 227,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 226,276.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,024.51 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 53.41176
----------------------------------------------------------------------------
0 0070448915 MORTGAGORS: CHRISTOPHE MARIO
CHRISTOPHE ISID
REGION CODE ADDRESS : 9533 WICKMAN WAY
01 CITY : ORLANDO
STATE/ZIP : FL 32836
MORTGAGE AMOUNT : 250,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,234.99 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 87.74510
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,101,800.00
P & I AMT: 19,794.82 UPB AMT: 2,082,707.91
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 125
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070452016 MORTGAGORS: REYNAL CATHERINE
REGION CODE ADDRESS : 137 HORSESHOE ROAD
01 CITY : MILL NECK
STATE/ZIP : NY 11765
MORTGAGE AMOUNT : 412,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 410,714.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,732.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 23.54286
----------------------------------------------------------------------------
0 0070458351 MORTGAGORS: ARGYRIS ARTHUR
ARGYRIS DAMARIS
REGION CODE ADDRESS : 1415 MONTEZUMA WAY
01 CITY : WEST COVINA
STATE/ZIP : CA 91791
MORTGAGE AMOUNT : 394,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 391,812.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,582.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/09
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 60.72308
----------------------------------------------------------------------------
0 0070461025 MORTGAGORS: COWDREY NORMAN
COWDREY TERRY
REGION CODE ADDRESS : 11100 EAST LAS POSAS ROAD
01 CITY : CAMARILLO
STATE/ZIP : CA 93010
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 347,761.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,121.49 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 50.00000
----------------------------------------------------------------------------
0 0070463849 MORTGAGORS: SHURE ALLAN
SHURE MARY
REGION CODE ADDRESS : 3301 WILLOW GLEN DRIVE
01 CITY : HERNDON
STATE/ZIP : VA 22071
MORTGAGE AMOUNT : 269,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,297.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,417.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 64.04762
----------------------------------------------------------------------------
0 0070471818 MORTGAGORS: BIGGART JAMES
BIGGART NICOLE
REGION CODE ADDRESS : 6958 OAK TREE TRAIL
01 CITY : VACAVILLE
STATE/ZIP : CA 95688
MORTGAGE AMOUNT : 507,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 505,365.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,486.49 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 72.42857
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,932,700.00
P & I AMT: 18,340.65 UPB AMT: 1,922,950.66
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 126
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070481288 MORTGAGORS: JOHNSON STEVEN
JOHNSON HOLLY
REGION CODE ADDRESS : 5162 HUMMINGBIRD ROAD
01 CITY : PLEASANTON
STATE/ZIP : CA 94566
MORTGAGE AMOUNT : 309,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 308,712.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,762.07 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 73.73810
----------------------------------------------------------------------------
0 0070486154 MORTGAGORS: ROXAS JULIAN
ROXAS LEILANI
REGION CODE ADDRESS : 4242 FRANKLIN AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90027
MORTGAGE AMOUNT : 260,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,806.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,319.71 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 69.36000
----------------------------------------------------------------------------
0 0070487970 MORTGAGORS: FRIMERSHTEIN ZINOVY
FRIMERSHTEIN LIDYA
REGION CODE ADDRESS : 220 SOUTH BEACHWOOD DRIVE
01 CITY : BURBANK
STATE/ZIP : CA 91506
MORTGAGE AMOUNT : 227,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 225,633.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,963.14 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 56.78750
----------------------------------------------------------------------------
0 0070488309 MORTGAGORS: NABI NABEEL
NABI SALWA
REGION CODE ADDRESS : 12279 ALTA PANORAMA
01 CITY : SANTA ANA
STATE/ZIP : CA 92705
MORTGAGE AMOUNT : 293,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,055.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,592.78 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 48.03279
----------------------------------------------------------------------------
0 0070489646 MORTGAGORS: SIMPSON MATTHEW
SIMPSON JOY
REGION CODE ADDRESS : 36 ANDOVER COURT
01 CITY : CORTLANDT M
STATE/ZIP : NY 10566
MORTGAGE AMOUNT : 248,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,100.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,161.22 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 55.75281
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,338,050.00
P & I AMT: 11,798.92 UPB AMT: 1,333,307.47
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 127
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070489737 MORTGAGORS: HOFFMAN L
HOFFMAN ANITA
REGION CODE ADDRESS : 9385 BALADA STREET
01 CITY : CORAL GABLE
STATE/ZIP : FL 33156
MORTGAGE AMOUNT : 440,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 440,150.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,864.49 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 31.43929
----------------------------------------------------------------------------
0 0070493200 MORTGAGORS: METZ GEORGE
METZ NANCY
REGION CODE ADDRESS : 5 MACY COURT
01 CITY : HOPEWELL JU
STATE/ZIP : NY 12533
MORTGAGE AMOUNT : 238,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,224.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,089.63 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 73.23077
----------------------------------------------------------------------------
0 0070494067 MORTGAGORS: DAVIS WILLIAM
DAVIS LINDA
REGION CODE ADDRESS : 6616 EAST PALO VERDE LANE
01 CITY : PARADISE VA
STATE/ZIP : AZ 85253
MORTGAGE AMOUNT : 355,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 355,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,043.85 OUTSIDE CONV DATE :
LIFETIME RATE : 6.25000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.25000 PRODUCT CODE : 002
LTV : 52.59259
----------------------------------------------------------------------------
0 0070496450 MORTGAGORS: KIRSNER ROBERT
KIRSNER CATHERINE
REGION CODE ADDRESS : 46 SAMANA DRIVE
01 CITY : MIAMI
STATE/ZIP : FL 33133
MORTGAGE AMOUNT : 253,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,324.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,241.03 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 70.34722
----------------------------------------------------------------------------
0 0070497011 MORTGAGORS: DONOHUE FRANK
DONOHUE JEANNE
REGION CODE ADDRESS : 179 WEST SADDLE RIVER ROAD
01 CITY : SADDLE RIVE
STATE/ZIP : NJ 07458
MORTGAGE AMOUNT : 266,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,906.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,009.13 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 01/01/09
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 18.37931
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,552,900.00
P & I AMT: 14,248.13 UPB AMT: 1,549,605.76
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 128
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070501036 MORTGAGORS: ROSENQUIST CHARLES
ROSENQUIST MARGARET
REGION CODE ADDRESS : 7060 E STONE CANYON DRIVE
01 CITY : TUSCON
STATE/ZIP : AZ 85715
MORTGAGE AMOUNT : 288,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,700.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,534.77 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 29.61026
----------------------------------------------------------------------------
0 0070501721 MORTGAGORS: TOLLEFSON LINDA
DERFLER PHILIP
REGION CODE ADDRESS : 326 TSCHIFFELY SQUARE
01 CITY : GAITHERSBUR
STATE/ZIP : MD 20878
MORTGAGE AMOUNT : 264,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,317.90 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 60.27397
----------------------------------------------------------------------------
0 0070501762 MORTGAGORS: CHERRY WILLARD
CHERRY VICTORIA
REGION CODE ADDRESS : 3000 BENT CREEK TERRACE
01 CITY : ALPHARETTA
STATE/ZIP : GA 30005
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 320,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,787.54 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 74.85380
----------------------------------------------------------------------------
0 0070503263 MORTGAGORS: PICHIGIAN MARISA
PICHIGIAN PAUL ARA
REGION CODE ADDRESS : 314 CASTLE DRIVE
01 CITY : ENGELWOOD C
STATE/ZIP : NJ 07632
MORTGAGE AMOUNT : 261,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,896.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,299.03 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 61.17991
----------------------------------------------------------------------------
0 0070517701 MORTGAGORS: MILLER AMY
REGION CODE ADDRESS : 21 WEST DUKE DRIVE
01 CITY : TEMPE
STATE/ZIP : AZ 85283
MORTGAGE AMOUNT : 69,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 69,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 615.38 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 67.31707
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,203,550.00
P & I AMT: 10,554.62 UPB AMT: 1,202,596.05
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 129
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070518543 MORTGAGORS: VOLPE RUSSELL
REGION CODE ADDRESS : 57 THE PROMENADE
01 CITY : GLEN HEAD
STATE/ZIP : NY 11545
MORTGAGE AMOUNT : 259,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,371.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 89.58621
----------------------------------------------------------------------------
0 0070523733 MORTGAGORS: KWONG CHAN WALTER
CHAN DOLORES
REGION CODE ADDRESS : 1542 NORTH ALTADENA DRIVE
01 CITY : PASADENA
STATE/ZIP : CA 91107
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 323,974.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,921.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 61.90476
----------------------------------------------------------------------------
0 0070523873 MORTGAGORS: PRITCHARD JOHN
PRITCHARD JENELLE
REGION CODE ADDRESS : 1406 NORTH 141ST AVENUE
01 CITY : OMAHA
STATE/ZIP : NE 68154
MORTGAGE AMOUNT : 432,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 430,637.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,882.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 64.00000
----------------------------------------------------------------------------
0 0070525969 MORTGAGORS: SESSIONS JEFFERY
SESSIONS MELANIE
REGION CODE ADDRESS : 577 WEIDMAN CT
01 CITY : LAKE OSWEGO
STATE/ZIP : OR 97034
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 351,978.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,160.78 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 79.01668
----------------------------------------------------------------------------
0 0070527460 MORTGAGORS: ALLEN CHARLES
ALLEN CAROL
REGION CODE ADDRESS : 111 SOUTH WILTON ROAD
01 CITY : RICHMOND
STATE/ZIP : VA 23226
MORTGAGE AMOUNT : 405,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 403,722.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,640.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 72.32143
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,781,800.00
P & I AMT: 15,976.78 UPB AMT: 1,770,112.26
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 130
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070533963 MORTGAGORS: MANNING STEPHEN
MANNING JANIS
REGION CODE ADDRESS : 17 FAIRVIEW ROAD
01 CITY : SALEM
STATE/ZIP : MA 01970
MORTGAGE AMOUNT : 257,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,650.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,279.97 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 61.34524
----------------------------------------------------------------------------
0 0070534532 MORTGAGORS: TAGGART WILLIAM
TAGGART THERESA
REGION CODE ADDRESS : 20 EDGEMONT AVENUE
01 CITY : SUMMIT
STATE/ZIP : NJ 07901
MORTGAGE AMOUNT : 456,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 450,168.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,067.75 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 78.63793
----------------------------------------------------------------------------
0 0070541487 MORTGAGORS: ETLING MILLARD
REGION CODE ADDRESS : 578 AUGUSTINE PLACE
01 CITY : ROCKY FACE
STATE/ZIP : GA 30740
MORTGAGE AMOUNT : 71,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 71,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 628.29 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 54.19847
----------------------------------------------------------------------------
0 0070544671 MORTGAGORS: CASTALDO NUNZIO
CASTALDO ANGELA
REGION CODE ADDRESS : 114 13 UNION TURNPIKE
01 CITY : FOREST HILL
STATE/ZIP : NY 11375
MORTGAGE AMOUNT : 226,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 225,083.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,999.90 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 75.33333
----------------------------------------------------------------------------
0 0070551619 MORTGAGORS: WALSH DAVID
ANDERSEN WAL KAREN
REGION CODE ADDRESS : 7349 GARDENVIEW DRIVE
01 CITY : ELKRIDGE
STATE/ZIP : MD 21227
MORTGAGE AMOUNT : 254,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,579.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,251.21 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 73.73913
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,265,150.00
P & I AMT: 11,227.12 UPB AMT: 1,257,482.47
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 131
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070552740 MORTGAGORS: HERMAN DONALD
O'MELIA MARY
REGION CODE ADDRESS : 265 BELMONT AVENUE
01 CITY : LONG BEACH
STATE/ZIP : CA 90803
MORTGAGE AMOUNT : 305,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 301,626.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,767.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 78.33333
----------------------------------------------------------------------------
0 0070553078 MORTGAGORS: KOHUT MICHAEL
KOHUT FRANCINE
REGION CODE ADDRESS : 12147 LINDA FLORA DRIVE
01 CITY : OJAI
STATE/ZIP : CA 93023
MORTGAGE AMOUNT : 625,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 623,526.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,622.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 61.14370
----------------------------------------------------------------------------
0 0070554878 MORTGAGORS: MCELROY EDGAR
MCELROY JAN
REGION CODE ADDRESS : 1604 BILLY CASPER DRIVE
01 CITY : EL PASO
STATE/ZIP : TX 79936
MORTGAGE AMOUNT : 234,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 233,261.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,103.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0070555040 MORTGAGORS: LOEHLE JOSEPH
JACOBSON BELINDA
REGION CODE ADDRESS : 14449 SEDONA DRIVE
01 CITY : GAINESVILLE
STATE/ZIP : VA 20155
MORTGAGE AMOUNT : 262,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,155.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,373.28 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 69.86667
----------------------------------------------------------------------------
0 0070555628 MORTGAGORS: ZELL KURT
ZELL ELIZABETH
REGION CODE ADDRESS : 14432 SOUTH 8TH STREET
01 CITY : PHOENIX
STATE/ZIP : AZ 85048
MORTGAGE AMOUNT : 253,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,700.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,278.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 72.42857
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,680,500.00
P & I AMT: 15,144.55 UPB AMT: 1,672,270.61
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 132
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070557376 MORTGAGORS: FORD CONNIE
FORD SANDRA
REGION CODE ADDRESS : 1924 HUNTING RIDGE ROAD
01 CITY : RALEIGH
STATE/ZIP : NC 27615
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 240,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,157.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------------------
0 0070559240 MORTGAGORS: GOLDBERG MARSHALL
GOLDBERG DONNA
REGION CODE ADDRESS : 19798 MEADOWVIEW DRIVE
01 CITY : WOODBRIDGE
STATE/ZIP : CA 95242
MORTGAGE AMOUNT : 313,835.00 OPTION TO CONVERT :
UNPAID BALANCE : 312,844.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,820.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 70.20917
----------------------------------------------------------------------------
0 0070560297 MORTGAGORS: SCHOLVIN BILL
SCHOLVIN ROSALIE
REGION CODE ADDRESS : 125 EDINBURGH CIRCLE
01 CITY : DANVILLE
STATE/ZIP : CA 94526
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 358,851.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,210.68 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 58.06452
----------------------------------------------------------------------------
0 0070561626 MORTGAGORS: FLACK WILLIAM
FLACK KAREN
REGION CODE ADDRESS : 82 WHITEHALL ROAD
01 CITY : ROCKVILLE C
STATE/ZIP : NY 11570
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 285,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,541.78 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 74.21875
----------------------------------------------------------------------------
0 0070565767 MORTGAGORS: MCGOVERN JOHN
REGION CODE ADDRESS : 188 RIDGEWOOD ROAD
01 CITY : MILTON
STATE/ZIP : MA 02186
MORTGAGE AMOUNT : 175,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 175,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,548.59 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,373,835.00
P & I AMT: 12,279.08 UPB AMT: 1,371,696.68
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 133
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070568464 MORTGAGORS: NICKERSON GLENN
NICKERSON VICKI
REGION CODE ADDRESS : 6511 VELASCO AVENUE
01 CITY : DALLAS
STATE/ZIP : TX 75214
MORTGAGE AMOUNT : 219,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 219,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,912.08 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 77.56184
----------------------------------------------------------------------------
0 0070572474 MORTGAGORS: GILLS JR JOHNNY
REGION CODE ADDRESS : 4007 ROARING RAPIDS DRIVE
01 CITY : HOUSTON
STATE/ZIP : TX 77059
MORTGAGE AMOUNT : 131,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 130,054.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,141.59 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 64.87624
----------------------------------------------------------------------------
0 0070575691 MORTGAGORS: TAMASI DOUGLAS
TAMASI MARY
REGION CODE ADDRESS : 10556 PRAIRIE LAKES DRIVE
01 CITY : EDEN PRAIRI
STATE/ZIP : MN 55344
MORTGAGE AMOUNT : 349,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,189.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 76.62281
----------------------------------------------------------------------------
0 0070576129 MORTGAGORS: SMITH ANDREW
SMITH BONNIE
REGION CODE ADDRESS : 2408 SENDERO DRIVE
01 CITY : PALMHURST
STATE/ZIP : TX 78572
MORTGAGE AMOUNT : 147,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 147,050.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,311.47 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 43.25000
----------------------------------------------------------------------------
0 0070577259 MORTGAGORS: STEINBRUECK CHARLES
STEINBRUECK LIZETTE
REGION CODE ADDRESS : 165 HIGH STREET
01 CITY : DENVER
STATE/ZIP : CO 80218
MORTGAGE AMOUNT : 559,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 559,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,107.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 50.86364
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,406,500.00
P & I AMT: 12,662.15 UPB AMT: 1,405,504.15
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 134
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070580907 MORTGAGORS: QUINTERO DARIO
REGION CODE ADDRESS : 1740 WEST 25TH STREET
01 CITY : MIAMI BEACH
STATE/ZIP : FL 33140
MORTGAGE AMOUNT : 675,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 672,847.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 6,020.02 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 39.70588
----------------------------------------------------------------------------
0 0070586334 MORTGAGORS: SABENA PATRICIA
REGION CODE ADDRESS : 11 BRADLEY STREET
01 CITY : WESTPORT
STATE/ZIP : CT 06880
MORTGAGE AMOUNT : 618,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 616,797.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,561.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0070591508 MORTGAGORS: HOFSTAD BEN
HOFSTAD LESLIE
REGION CODE ADDRESS : 4107 CALLE MAYO
01 CITY : SAN CLEMENT
STATE/ZIP : CA 92673
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,120.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,601.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 69.51220
----------------------------------------------------------------------------
0 0070592456 MORTGAGORS: JONES LUTHER
JONES LINDA
REGION CODE ADDRESS : 1671 EAST BRAEMERE ROAD
01 CITY : BOISE
STATE/ZIP : ID 83702
MORTGAGE AMOUNT : 263,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 262,161.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,345.58 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 81.93146
----------------------------------------------------------------------------
0 0070595301 MORTGAGORS: JOYNER ROBERT
JOYNER BETTY
REGION CODE ADDRESS : 2556 PEELE ROAD
01 CITY : CLAYTON
STATE/ZIP : NC 27520
MORTGAGE AMOUNT : 246,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,950.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,236.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/14
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 86.64912
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,088,700.00
P & I AMT: 18,765.71 UPB AMT: 2,082,876.45
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 135
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070598032 MORTGAGORS: SCANLAN ANN
REGION CODE ADDRESS : 261 OSBORNE AVENUE
01 CITY : BAY HEAD
STATE/ZIP : NJ 08742
MORTGAGE AMOUNT : 218,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 218,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,934.41 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 69.17722
----------------------------------------------------------------------------
0 0070600242 MORTGAGORS: ABARQUEZ JOSE
ABARQUEZ CECILIA
REGION CODE ADDRESS : 18 EL CORZO
01 CITY : RANCHO SANT
STATE/ZIP : CA 92688
MORTGAGE AMOUNT : 295,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,069.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,651.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 71.95122
----------------------------------------------------------------------------
0 0070602008 MORTGAGORS: KONIGSBERGER AUBREY
KONIGSBERGER AMY
REGION CODE ADDRESS : 1851 WOODLAND PARK SE
01 CITY : OSNABURG
STATE/ZIP : OH 44730
MORTGAGE AMOUNT : 66,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 66,100.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 584.93 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 57.98246
----------------------------------------------------------------------------
0 0070604392 MORTGAGORS: PHATAK VIKAS
PHATAK SUNITA
REGION CODE ADDRESS : 209 PEBBLE BEACH PLACE
01 CITY : BLUE BELL
STATE/ZIP : PA 19422
MORTGAGE AMOUNT : 254,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,287.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 73.76812
----------------------------------------------------------------------------
0 0070605142 MORTGAGORS: SZULKOWSKI LESZEK
REGION CODE ADDRESS : 16211 SE 2ND STREET
01 CITY : BELLEVUE
STATE/ZIP : WA 98008
MORTGAGE AMOUNT : 122,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 122,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,113.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 62.56410
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 956,200.00
P & I AMT: 8,572.09 UPB AMT: 955,269.29
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 136
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070606298 MORTGAGORS: IACCARINO CLAUDIO
IACCARINO MARIE
REGION CODE ADDRESS : 4 ALLAIRE PLACE
01 CITY : BRONXVILLE
STATE/ZIP : NY 10708
MORTGAGE AMOUNT : 190,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 190,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,694.52 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 52.05479
----------------------------------------------------------------------------
0 0070606959 MORTGAGORS: MORGENROTH CRAIG
MORGENROTH JUDITH
REGION CODE ADDRESS : 2904 TURNBERRY ST
01 CITY : SAINT CHARL
STATE/ZIP : IL 60174
MORTGAGE AMOUNT : 324,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 322,932.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,822.39 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0070607031 MORTGAGORS: NANEY ALAN
REGION CODE ADDRESS : 1901 MORNINGMIST DRIVE
01 CITY : SILVER SPRI
STATE/ZIP : MD 20906
MORTGAGE AMOUNT : 286,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 285,297.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,572.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 81.77143
----------------------------------------------------------------------------
0 0070610472 MORTGAGORS: KUSHNIR SVETLANA
KUSHNIR ZORY
REGION CODE ADDRESS : 17555 COLLINS AVENUE
01 CITY : MIAMI
STATE/ZIP : FL 33180
MORTGAGE AMOUNT : 227,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 227,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,040.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 62.82265
----------------------------------------------------------------------------
0 0070611264 MORTGAGORS: MILLER MARION
MILLER MARY
REGION CODE ADDRESS : 24020 CLARINGTON DRIVE
01 CITY : WEST HILLS
STATE/ZIP : CA 91304
MORTGAGE AMOUNT : 392,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 392,100.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,551.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/14
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 70.01786
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,419,300.00
P & I AMT: 12,681.46 UPB AMT: 1,417,329.66
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 137
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070613492 MORTGAGORS: BLEVINS MARCIE
REGION CODE ADDRESS : 17 MAUI LANE
01 CITY : DILLON BEAC
STATE/ZIP : CA 94929
MORTGAGE AMOUNT : 222,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 222,350.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,936.91 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 40.42727
----------------------------------------------------------------------------
0 0070615232 MORTGAGORS: DEANS DENNIS
DEANS CAROLINE
REGION CODE ADDRESS : 137 WATCHUNG AVENUE
01 CITY : WEST ORANGE
STATE/ZIP : NJ 07052
MORTGAGE AMOUNT : 136,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 136,900.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,211.44 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 85.56250
----------------------------------------------------------------------------
0 0070616792 MORTGAGORS: SPEER PATRICK
SPEER DENISE
REGION CODE ADDRESS : 7255 SOUTHWEST
01 CITY : PORTLAND
STATE/ZIP : OR 97225
MORTGAGE AMOUNT : 710,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 707,735.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 6,332.17 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 6.87500 PRODUCT CODE : 015
LTV : 66.04651
----------------------------------------------------------------------------
0 0070618681 MORTGAGORS: ESLER KENNETH
ESLER JANICE
REGION CODE ADDRESS : 12037 BROAD MEADOW LANE
01 CITY : CLARKSVILLE
STATE/ZIP : MD 21029
MORTGAGE AMOUNT : 229,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 229,300.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,029.10 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 47.57261
----------------------------------------------------------------------------
0 0070631122 MORTGAGORS: SEMANS MARK
SEMANS LIZABETH
REGION CODE ADDRESS : 125 ARCADIA COURT
01 CITY : PACIFICA
STATE/ZIP : CA 94044
MORTGAGE AMOUNT : 185,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 185,850.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,644.60 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 72.31518
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,484,400.00
P & I AMT: 13,154.22 UPB AMT: 1,482,135.54
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 138
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070632815 MORTGAGORS: GRAIWER MANUEL
REGION CODE ADDRESS : 550 CHALETTE DRIVE
01 CITY : BEVERLY HIL
STATE/ZIP : CA 90210
MORTGAGE AMOUNT : 1,100,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 1,096,925.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 10,751.69 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 01/01/14
CURRENT INT RATE: 8.37500 PRODUCT CODE : 015
LTV : 52.38095
----------------------------------------------------------------------------
0 0070639539 MORTGAGORS: HANNA FARID
HANNA JANINE
REGION CODE ADDRESS : 20350 VIA MANRESA
01 CITY : YORBA LINDA
STATE/ZIP : CA 92887
MORTGAGE AMOUNT : 432,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 430,637.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,882.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0070645528 MORTGAGORS: MASON WAYNE
PAINTER ROBERT
REGION CODE ADDRESS : 1613 SOUTH STREET NORTHWES
01 CITY : WASHINGTON
STATE/ZIP : DC 20009
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 240,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,123.78 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------------------
0 0070645833 MORTGAGORS: FRACALOSY LEO
FRACALOSY CAROL
REGION CODE ADDRESS : 509 DE ANZA DRIVE
01 CITY : CORONA DEL
STATE/ZIP : CA 92625
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 650,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,751.91 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 54.16667
----------------------------------------------------------------------------
0 0070649645 MORTGAGORS: ENGLAND WILLIAM
ENGLAND FAITH
REGION CODE ADDRESS : 14213 ROYAL FOREST LANE
01 CITY : SILVER SPRI
STATE/ZIP : MD 20905
MORTGAGE AMOUNT : 319,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,867.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 87.39726
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,741,000.00
P & I AMT: 25,377.58 UPB AMT: 2,736,562.46
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 02/01/99
P.O. BOX 5260 TMS AG0004990415 01
PAGE: 139
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070650619 MORTGAGORS: SCHWARZ JOHN
REGION CODE ADDRESS : 1250 EAST BETHANY HOME ROA
01 CITY : PHOENIX
STATE/ZIP : AZ 85014
MORTGAGE AMOUNT : 24,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 24,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 212.38 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/14
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 50.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 1 LOAN AMT: 24,000.00
P & I AMT: 212.38 UPB AMT: 24,000.00
0 TOTAL NUM OF LOANS: 691 LOAN AMT: 228,070,631.73
P & I AMT: 2,045,166.95 UPB AMT: 225,603,901.42
<PAGE>
EXHIBIT D
FORM OF SERVICER'S CERTIFICATE
----------------, ------
(month) (year)
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC Multi-Class Pass-Through Certificates,
Series 1999-4
Pursuant to the Pooling and Servicing Agreement dated as of February 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>
Mortgage Loan Information:
<S> <C> <C> <C>
(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 and
Modified Mortgage Loans:
(a) Principal $________
(b) Interest $________
(c) Total $________
(8) Aggregate Purchase Prices (and substitution
adjustments) for Defective Mortgage Loans:
(a) Principal $________
(b) Interest $________
(c) Total $________
(9) Pool Scheduled Principal Balance: $________
(10) Available Funds: $________
(11) Realized Losses for prior month: $________
(12) Aggregate Realized Losses and Debt Service
Reductions:
(a) Deficient Valuations $________
(b) Special Hazard Losses $________
(c) Fraud Losses $________
(d) Excess Bankruptcy Losses $________
(e) Excess Special Hazard Losses $________
(f) Excess Fraud Losses $________
(g) Debt Service Reductions $________
(13) Compensating Interest Payment: $________
</TABLE>
<TABLE>
<CAPTION>
(14) Accrued Certificate Interest, Unpaid Class Interest
Shortfalls and Pay-out Rate:
<S> <C> <C> <C> <C>
Class A1 $__________ $__________ ____%
Class A2 $__________ $__________ ____%
Class A3 $__________ $__________ ____%
Class A4 $__________ $__________ ____%
Class M $__________ $__________ ____%
Class B1 $__________ $__________ ____%
Class B2 $__________ $__________ ____%
Class B3 $__________ $__________ ____%
Class B4 $__________ $__________ ____%
Class B5 $__________ $__________ ____%
Class R $__________ $__________ ____%
(15) Principal distributable:
Class A1 $__________
Class A2 $__________
Class A3 $__________
Class A4 $__________
Class PO $__________
Class M $__________
Class B1 $__________
Class B2 $__________
Class B3 $__________
Class B4 $__________
Class B5 $__________
Class R $__________
(16) Additional distributions to the Class R Certificate
pursuant to Section 4.01(b):
Class R $__________
(17) Distributions Allocable to Unanticipated Recoveries:
Class A1 __________
Class A2 __________
Class A3 __________
Class A4 __________
Class PO __________
Class M __________
Class B1 __________
Class B2 __________
Class B3 __________
Class B4 __________
Class B5 __________
Class R __________
Other Amounts:
1. Senior Percentage for such Distribution Date: _____________%
2. Senior Prepayment Percentage for such Distribution
Date: _____________%
3. Junior Percentage for such Distribution Date: _____________%
4. Junior Prepayment Percentage for such Distribution
Date: _____________%
5. Group II Senior Percentage for such Distribution
Date: _____________%
6. Group II Senior Prepayment Distribution Percentage
for such Distribution Date: _____________%
7. Subordinate Certificate Writedown Amount for such
Distribution Date: $_____________
</TABLE>
<TABLE>
<CAPTION>
8. Prepayment Distribution Triggers
satisfied: Yes No
<S> <C> <C> <C>
Class B1 _____ _____
Class B2 _____ _____
Class B3 _____ _____
Class B4 _____ _____
Class B5 _____ _____
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
9. Base Servicing Fee: $___________
10. Supplemental Servicing Fee: $___________
</TABLE>
Captilized terms used in this Certificate shall have the same meanings as
in the Agreement.
<PAGE>
EXHIBIT E
FORM OF TRANSFER CERTIFICATE AS TO ERISA MATTERS FOR
DEFINITIVE ERISA-RESTRICTED CERTIFICATES
State Street Bank and Trust Company
Corporate Trust Department
225 Franklin Street
Boston, Massachusetts 02110
[NAME OF OFFICER] ______________________ hereby certifies that:
1. That he [she] is [title of officer] ___________________________________
of [name of Investor] _______________________________________ (the "Investor"),
a __________ ______________________ [description of type of entity] duly
organized and existing under the laws of the [State of ____________] [United
States], on behalf of which he [she] makes this affidavit.
2. The Investor (i) is not, and on ________________ [insert date of
transfer of Certificate to Investor] will not be, and on such date will not be
investing the funds of, an employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") or a plan subject
to Section 4975 of the Code or (ii) is an insurance company investing assets of
its general account and the exemptions provided by Section III(a) of Department
of Labor Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg. 35925 (July
12, 1995) (the "Exemptions") apply to the Investor's acquisition and holding or
any ERISA-Restricted Certificate.
3. The Investor hereby acknowledges that under the terms of the Pooling and
Servicing Agreement (the "Agreement") between State Street Bank and Trust
Company, as Trustee and GE Capital Mortgage Services, Inc., dated as of February
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") and is not using the assets of any such employee benefit or other plan
to acquire any such Certificate or (y) such transferee is an insurance company
investing assets of its general account and the Exemptions apply to such
transferee's acquisition and holding of any such Certificate or (ii) an opinion
of counsel satisfactory to the Trustee to the effect that the purchase and
holding of any such Certificate will not constitute or result in the assets of
the Trust Fund created by the Agreement being deemed to be "plan assets" and
subject to the prohibited transaction provisions of ERISA or Section 4975 of the
Code and will not subject the Trustee or the Company to any obligation in
addition to those undertaken in the Agreement (provided, however, that the
Trustee will not require such certificate or opinion in the event that, as a
result of change of law or otherwise, counsel satisfactory to the Trustee has
rendered an opinion to the effect that the purchase and holding of any such
Certificate by a Plan or a Person that is purchasing or holding any such
Certificate with the assets of a Plan will not constitute or result in a
prohibited transaction under ERISA or Section 4975 of the Code).
[4. The ERISA-Restricted Certificates shall be registered in the name of
______________________________________________ as nominee for the Investor.]
IN WITNESS WHEREOF, the Investor has caused this instrument to be executed on
its behalf, pursuant to authority of its Board of Directors, by its [title of
officer] __________________ and its corporate seal to be hereunder attached,
attested by its [Assistant] Secretary, this ____ day of _________, 199_.
---------------------------------------
[name of Investor]
By:____________________________________
Name:
Title:
The undersigned hereby acknowledges that it is holding and will hold the
ERISA-Restricted Certificates at the exclusive direction of and as nominee of
the Investor named above.
- -------------------------------
[name of nominee]
By:____________________________
Name:
Title:
<PAGE>
EXHIBIT F
FORM OF RESIDUAL CERTIFICATE TRANSFEREE AFFIDAVIT
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], _________________ being first duly sworn, deposes and says:
1. That he [she] is [title of officer] ________________________ of [name of
Purchaser] _________________________________________ (the "Purchaser"), a
_________________ ____________________ [description of type of entity] duly
organized and existing under the laws of the [State of __________] [United
States], on behalf of which he [she] makes this affidavit.
2. That the Purchaser's Taxpayer Identification Number is [ ].
3. That the Purchaser is not a "disqualified organization" within the
meaning of Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended
(the "Code") and will not be a "disqualified organization" as of [date of
transfer], and that the Purchaser is not acquiring a Residual Certificate (as
defined below) for the account of, or as agent (including a broker, nominee, or
other middleman) for, any person or entity from which it has not received an
affidavit substantially in the form of this affidavit. For these purposes, a
"disqualified organization" means the United States, any state or political
subdivision thereof, any foreign government, any international organization, any
agency or instrumentality of any of the foregoing (other than an instrumentality
if all of its activities are subject to tax and a majority of its board of
directors is not selected by such governmental entity), any cooperative
organization furnishing electric energy or providing telephone service to
persons in rural areas as described in Code Section 1381(a)(2)(C), or any
organization (other than a farmers' cooperative described in Code Section 521)
that is exempt from federal income tax unless such organization is subject to
the tax on unrelated business income imposed by Code Section 511. As used
herein, "Residual Certificate" means any Certificate designated as a "Class R
Certificate" of GE Capital Mortgage Services, Inc.'s REMIC Multi-Class
Pass-Through Certificates, Series 1999-4.
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
February 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 Multi-Class Pass-Through
Certificates, Series 1999-4
Ladies and Gentlemen:
_______________________ (the "Transferor") has reviewed the attached
affidavit of _____________________________ (the "Transferee"), and has no actual
knowledge that such affidavit is not true and has no reason to believe that the
information contained in paragraph 7 thereof is not true, and has no reason to
believe that the Transferee has the intention to impede the assessment or
collection of any federal, state or local taxes legally required to be paid with
respect to a Residual Certificate. In addition, the Transferor has conducted a
reasonable investigation at the time of the transfer and found that the
Transferee had historically paid its debts as they came due and found no
significant evidence to indicate that the Transferee will not continue to pay
its debts as they become due.
Very truly yours,
-------------------------------
Name:
Title:
<PAGE>
EXHIBIT H
ADDITIONAL SERVICER COMPENSATION
QUALIFIED ADMINISTRATIVE EXPENSES
(Conventional, Non-Conforming Loans)
Assumption Fees $550 - $800
Late Charges Per Loan Documents
Appraisal/Inspection Fees Reasonable and Customary
Charges
Partial Release Fees $300
Easements $150
Insufficient Funds Charges $15
Document Requests (copies of loan file
documents, additional pay-off quotations,
amortization schedules, payment histories) $0
Modification Fees Reasonable and Customary
Charges
<PAGE>
EXHIBIT I
FORM OF INVESTMENT LETTER FOR
DEFINITIVE RESTRICTED CERTIFICATES
---------------------
Date
State Street Bank and Trust Company
Corporate Trust Department
225 Franklin Street
8th Floor
Boston, Massachusetts 02110
Re: GE Capital Mortgage Services, Inc.
REMIC Multi-Class Pass Through
Certificates, Series 1999-4
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 February 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 Multi-Class Pass-Through Certificates,
Series 1999-4
Pursuant to the Pooling and Servicing Agreement dated as of February 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:
(1) Amount of distribution allocable to principal:
Class A1 $__________
Class A2 $__________
Class A3 $__________
Class A4 $__________
Class PO $__________
Class M $__________
Class B1 $__________
Class B2 $__________
Class B3 $__________
Class B4 $__________
Class B5 $__________
Class R $__________
(2) Aggregate principal prepayments included in distribution:
Class A1 $__________
Class A2 $__________
Class A3 $__________
Class A4 $__________
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 A1 $__________ ____%
Class A2 $__________ ____%
Class A3 $__________ ____%
Class A4 $__________ ____%
Class M $__________ ____%
Class B1 $__________ ____%
Class B2 $__________ ____%
Class B3 $__________ ____%
Class B4 $__________ ____%
Class B5 $__________ ____%
Class R $__________ ____%
(4) Amount of distribution allocable to Unanticipated Recoveries:
Class A1 $__________ ____%
Class A2 $__________ ____%
Class A3 $__________ ____%
Class A4 $__________ ____%
Class PO $__________ ____%
Class M $__________ ____%
Class B1 $__________ ____%
Class B2 $__________ ____%
Class B3 $__________ ____%
Class B4 $__________ ____%
Class B5 $__________ ____%
Class R $__________ ____%
(5) Servicing Compensation: $__________
The amounts below are for the aggregate of all Certificates:
(6) Pool Scheduled Principal Balance; number
of Mortgage Loans: $__________ __________
(7) Class Certificate Principal Balance (or Notional
Principal Balance) of each Class; Certificate
Principal Balance (or Notional Principal Balance) of
Single Certificate of each Class:
Single
Certificate
Class Balance Balance
----- ------- -------
Class A1 $__________ $__________
Class A2 $__________ $__________
Class A3 $__________ $__________
Class A4 $__________ $__________
Class PO $__________ $__________
Class M $__________ $__________
Class B1 $__________ $__________
Class B2 $__________ $__________
Class B3 $__________ $__________
Class B4 $__________ $__________
Class B5 $__________ $__________
Class R $__________ $__________
(8) Book value of real estate acquired on behalf of
Certificateholders; number of
related Mortga $__________ __________
(9) Aggregate Scheduled Principal Balance and
number of delinquent Mortgage Loans:
30-59 days delinquent $__________ __________
60-89 days delinquent $__________ __________
90 or more days delinquent $__________ __________
In foreclosure $__________ __________
<TABLE>
<CAPTION>
<S> <C> <C> <C>
(10) Aggregate Scheduled Principal Balance and
number of replaced Mortgage Loans: $__________ __________
(11) Aggregate Scheduled Principal Balance and
number of modified Mortgage Loans: $__________ __________
(12) Senior Percentage for such Distribution Date: __________%
(13) Senior Prepayment Percentage for such
Distribution Date: __________%
(14) Group II Senior Percentage for such
Distribution Date: __________%
(15) Group II Senior Prepayment Distribution
Percentage for such Distribution Date: __________%
(16) Junior Percentage for such Distribution Date: __________%
(17) 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 Multi-Class Pass-Through Certificates, Series 199_-__,
Class B_ (the "Class B_ Certificates"). The Class B_ Certificates were issued
pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement") dated as of ________ 1, 199_ between the Company (in its capacity as
servicer thereunder, the "Servicer") and State Street Bank and Trust Company as
Trustee.
____________________________ or an affiliate thereof intends to resell all
of the Class B_ Certificates directly to the Purchaser on or promptly after the
date hereof.
In connection with such sale, the parties hereto have agreed that the
Company, as Servicer, will engage in certain special servicing procedures
relating to foreclosures for the benefit of the Purchaser, and that the
Purchaser will deposit funds in a collateral fund to cover any losses
attributable to such procedures as well as all advances and costs in connection
therewith, as set forth herein.
[The parties hereto have further agreed that the Purchaser will have no
rights, and the Company will have no obligations under this Agreement until the
Class Certificate Principal Balance of the REMIC Multi-Class Pass-Through
Certificates, Series 199_-__, Class B5 (the "Class B5 Certificates") has been
reduced to zero, and any Special Servicing and Collateral Fund Agreement in
respect of such Class between the Company and the Purchaser has been
terminated.]
In consideration of the mutual agreements herein contained, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Purchaser
agree that the following provisions shall become effective and shall be binding
on and enforceable by the Company and the Purchaser upon the acquisition by the
Purchaser of the Class B_ Certificates.
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 as the applicable Mortgage Rate for the Excess
Period. The terms of this Agreement will no longer apply to the servicing of any
Mortgage Loan upon the failure of the Purchaser to deposit the above amounts
relating to the Mortgage Loan within two Business Days of (i) the Election to
Delay Foreclosure or (ii) the beginning of the related Excess Period, as the
case may be.
(e) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Company or the Trustee may withdraw from the
Collateral Fund from time to time amounts necessary to reimburse the Company for
all related Monthly Advances and Liquidation Expenses thereafter made by the
Company as Servicer in accordance with the Pooling and Servicing Agreement. To
the extent that the amount of any such Liquidation Expense is determined by the
Company based on estimated costs, and the actual costs are subsequently
determined to be higher, the Company or the Trustee may withdraw the additional
amount from the Collateral Fund to reimburse the Company. In the event that the
Mortgage Loan is brought current by the mortgagor, the amounts so withdrawn from
the Collateral Fund shall be redeposited therein as and to the extent that
reimbursement therefor from amounts paid by the mortgagor is not prohibited
pursuant to the Pooling and Servicing Agreement as of the date hereof. Except as
provided in the preceding sentence, amounts withdrawn from the Collateral Fund
to cover Monthly Advances and Liquidation Expenses shall not be redeposited
therein or otherwise reimbursed to the Purchaser. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts remaining in the
Collateral Fund in respect of such Mortgage Loan (after adjustment for all
previous withdrawals and deposits pursuant to this 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 in the related pool) of the aggregate principal balance of all Mortgage
Loans that are in foreclosure or are more than 90 days delinquent on a
contractual basis and the aggregate book value of REO properties or (y) the
aggregate amount that the Company estimates through its normal servicing
practices will be required to be withdrawn from the Collateral Fund with respect
to Mortgage Loans as to which the Purchaser has made an Election to Delay
Foreclosure or an Election to Foreclose exceeds (z) the then-current Class
Certificate Principal Balance of the Class B_ Certificates, or (iii) upon any
transfer by the Purchaser of any interest (other than the minority interest
therein, but only if the transferee provides written acknowledgment to the
Company of the Purchaser's right hereunder and that such transferee will have no
rights hereunder) in the Class B_ Certificates [or in the Class B5 Certificates]
(whether or not such transfer is registered under the Pooling and Servicing
Agreement), including any such transfer in connection with a termination of the
Trust Fund. Unless earlier terminated as set forth herein, this Agreement and
the respective rights, obligations and responsibilities of the Purchaser and the
Company hereunder shall terminate immediately upon (x) the later to occur of (i)
the final liquidation of the last Mortgage Loan as to which the Purchaser made
any Election to Delay Foreclosure or any Election to Foreclose and the
withdrawal of all remaining amounts in the Collateral Fund as provided herein
and (ii) ten (10) Business Days' notice or (y) the occurrence of any event that
results in the Purchaser becoming an "affiliate" of the Trustee within the
meaning of the Prohibited Transaction Exemption (as defined in the Pooling and
Servicing Agreement).
(b) The Purchaser's rights pursuant to Section 2.02 or 2.03 of this
Agreement shall terminate with respect to a Mortgage Loan as to which the
Purchaser has exercised its rights under Section 2.02 or 2.03 hereof, upon
Purchaser's failure to deposit any amounts required pursuant to Section 2.02(d)
or 2.03(b) after one Business Day's notice of such failure.
Section 2.05. Notification. The Purchaser shall promptly notify the Trustee
and the Company if such Purchaser becomes aware of any discussions, plans or
events that might lead to such Person's becoming an "affiliate" (within the
meaning of the Prohibited Transaction Exemption) of the Trustee, provided that
the contents of any such notification shall be kept confidential by the parties
to this Agreement.
ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01. Collateral Fund. Upon payment by the Purchaser of the initial
amount required to be deposited in the Collateral Fund pursuant to Article II,
the Company shall request the Trustee to establish and maintain with the Trustee
a segregated account entitled "REMIC Multi-Class Pass-Through Certificates
199_-__ Collateral Fund, for the benefit of GE Capital Mortgage Services, Inc.
and State Street Bank and Trust Company on behalf of Certificateholders, as
secured parties" (the "Collateral Fund"). Amounts held in the Collateral Fund
shall continue to be the property of the Purchaser, subject to the first
priority security interest granted hereunder for the benefit of such secured
parties, until withdrawn from the Collateral Fund pursuant to the Section 2.02
or 2.03 hereof.
Upon the termination of this Agreement and the liquidation of all Mortgage
Loans as to which the Purchaser has made any Election to Delay Foreclosure or
any Election to Foreclose pursuant to Section 2.04 hereof, the Company shall
distribute to the Purchaser all amounts remaining in the Collateral Fund
together with any investment earnings thereon (after giving effect to all
withdrawals therefrom permitted under this Agreement).
The Purchaser shall not take or direct the Company or the Trustee to take
any action contrary to any provision of the Pooling and Servicing Agreement. In
no event shall the Purchaser (i) take or cause the Trustee or the Company to
take any action that could cause any REMIC established under the Pooling and
Servicing Agreement to fail to qualify as a REMIC or cause the imposition on any
such REMIC of any "prohibited transaction" or "prohibited contribution" taxes or
(ii) cause the Trustee or the Company to fail to take any action necessary to
maintain the status of any such REMIC as a REMIC.
Section 3.02. Collateral Fund Permitted Investments. The Company shall, at
the written direction of the Purchaser, direct the Trustee to invest the funds
in the Collateral Fund in the name of the Trustee in Collateral Fund Permitted
Investments. Such direction shall not be changed more frequently then quarterly.
In the absence of any direction, the Company shall direct the Trustee select
such investments in accordance with the definition of Collateral Fund Permitted
Investments in its discretion.
All income and gain realized from any investment as well as any interest
earned on deposits in the Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the Purchaser and the
amount of net realized losses shall be promptly deposited by the Purchaser in
the Collateral Fund. The Company shall periodically (but not more frequently
than monthly) direct the Trustee to 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.
2000 West Loop South
Suite 1917
Houston, Texas 77027
Attention: Mark Pendergrass
Telephone: (713) 964-4207
Facsimile: (713) 964-4100
with respect to all other notices pursuant to this Agreement,
GE Capital Mortgage Services, Inc.
Three Executive Campus
Cherry Hill, New Jersey 08002
Attention: General Counsel
Telephone: (609) 661-6515
Facsimile: (609) 661-6875
or such other address as may hereafter be furnished in writing by the
Company, or
(b) in the case of the Purchaser, with respect to notices pursuant to
Section 2.01,
--------------------------------
Attention:______________________
Telephone:______________________
Facsimile:______________________
with respect to all other notices pursuant to this Agreement,
--------------------------------
Attention:______________________
Telephone:______________________
Facsimile:______________________
or such other address as may hereafter be furnished in writing by the
Purchaser, or
(c) in the case of the Trustee,
State Street Bank and Trust Company
Corporate Trust Department
Two International Place, Fifth Floor
Boston, Massachusetts 02110
Attention: Karen Beard
Telephone: (617) 664-5465
Facsimile: (617) 664-5367
Section 4.05. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever, including regulatory, held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement.
Section 4.06. Successor and Assigns. The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and the
respective successors and assigns of the parties hereto; provided, however, that
the rights under this Agreement cannot be assigned by the Purchaser without the
consent of the Company.
Section 4.07. Article and Section Headings. The article and section
headings herein are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.
Section 4.08. Third Party Beneficiaries. The Trustee on behalf of
Certificateholders is the intended third party beneficiary of this Agreement.
Section 4.09. Confidentiality. The Purchaser agrees that all information
supplied by or on behalf of the Company pursuant to Section 2.01 or 2.02,
including individual account information, is the property of the Company and the
Purchaser agrees to use such information solely for the purposes set forth in
this Agreement and to hold such information confidential and not to disclose
such information.
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 Multi-Class Pass-Through Certificates, Series [____]
("Agreement"). Such Mortgage Loan constitutes a Designated Loan.
3. The Company is the payee under the following described Mortgage Note
("Mortgage Note") which evidences the obligation of the borrower(s) to repay the
Mortgage Loan:
Loan Number: __________________________________
Mortgage Note Date:_____________________________
Borrower(s): ___________________________________
Original Payee (if not the Company): ___________
Original Amount:________________________________
Mortgage Rate: _________________________________
Address of Mortgaged Property: _________________
------------------------------------------------
4. The Company is the lawful owner of the Mortgage Note and has not
cancelled, altered, assigned or hypothecated the Mortgage Note.
5. A thorough and diligent search for the executed original Mortgage Note
was undertaken and was unsuccessful.
6. Attached hereto is a true and correct copy of the Mortgage Note.
7. The Mortgage Note has not been endorsed by the Company in any manner
inconsistent with its transfer of the Mortgage Loan under the Agreement.
8. Without limiting the generality of the rights and remedies of the
Trustee contained in the Agreement, the Company hereby confirms and agrees that
in the event the inability to produce the executed original Mortgage Note
results in a breach of the representations and warranties appearing in Agreement
subsections 2.03(a)(ii) (the validity and enforceability of the 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
List of Additional Collateral Loans Transferred by
GE Capital Mortgage Services, Inc. to
State Street Bank and Trust Company, as Trustee
REMIC Multi-Class Pass-Through Certificates, Series 1999-4
GECMSI MLCC SCHEDULED CPA-COVERED ACTUAL
LOAN NO. LOAN NO. PRINCIPAL PLEDGE PLEDGE
BALANCE AMOUNT AMOUNT
7784275 3283785 $ 462,591.92 $ 107,950.00 $ 107,950.00
7784283 3253507 $ 94,087.39 $ 29,250.00 $ 29,250.00
7784424 3687209 $ 163,395.11 $ 49,500.00 $ 49,500.00
7784515 3655875 $ 59,227.95 $ 18,000.00 $ 18,000.00
7784531 3659893 $ 51,494.22 $ 15,600.00 $ 15,600.00
7784549 3666153 $ 130,729.75 $ 39,600.00 $ 39,600.00
TOTALS $ 961,526.34 $259,900.00 $ 259,900.00
<PAGE>
EXHIBIT O
SENIOR PRINCIPAL PRIORITIES
Distributions of principal and interest, if any, on each Distribution Date
on the Non-Book-Entry Certificates will be made to the persons in whose names
such Certificates are registered at the close of business on the last business
day of the month immediately preceding the month of such Distribution Date.
Distributions will be made 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 to the Trustee, by wire transfer to a United
States depository institution designated by such Certificateholder and
acceptable to the Trustee or by such other means of payment as such
Certificateholder and the Trustee may agree; provided, however, that the final
distribution in retirement of the Non-Book-Entry Certificates will be made only
upon presentation and surrender of such Certificates at the office or agency of
the Trustee specified in the notice to the holders thereof of such final
distribution.
Available Funds
The amount of funds ("Available Funds") in respect of the Mortgage Pool
that will be available for distribution to holders of the Certificates on each
Distribution Date is as described in the accompanying Prospectus under
"Servicing of the Mortgage Loans and Contracts--Loan Payment Record."
Distributions on the Certificates
Allocation of Available Funds. Interest and principal on the Certificates
will be distributed monthly on the 25th day of each month or, if such 25th day
is not a business day, on the succeeding business day (each, a "Distribution
Date"), commencing in March 1999, in an aggregate amount equal to the Available
Funds for such Distribution Date. Distributions will be made to holders of
record on the close of business on the last business day of the month preceding
the month of such Distribution Date (the "Record Date").
On each Distribution Date, the Available Funds will be distributed in the
following order of priority among the Certificates:
first, to the Classes of Senior Certificates (other than the Class PO
Certificates), the Accrued Certificate Interest on each such Class for such
Distribution Date, any shortfall in available amounts being allocated among such
Classes in proportion to the amount of Accrued Certificate Interest otherwise
distributable thereon;
second, to the Classes of Senior Certificates (other than the Class PO
Certificates), any Accrued Certificate Interest thereon remaining undistributed
from previous Distribution Dates, to the extent of remaining Available Funds,
any shortfall in available amounts being allocated among such Classes in
proportion to the amount of such Accrued Certificate Interest remaining
undistributed for each such Class for such Distribution Date;
third, to the Classes of Senior Certificates, in reduction of the Class
Certificate Principal Balances thereof to the extent of remaining Available
Funds, concurrently as follows:
(a) to the Class Al, Class A2, Class A3, Class A4 and Class R
Certificates, the Senior Optimal Principal Amount for such Distribution
Date, in the following order of priority:
(i) to the Class R Certificates (together with the Class Al,
Class A2 and Class A3 Certificates, the "Group I Senior
Certificates"), until the Class Certificate Principal Balance thereof
has been reduced to zero; and
(ii) to the Class Al, Class A2, Class A3 and Class A4
Certificates, concurrently, as follows:
(A) approximately 50.00% of the amount distributable
pursuant to this clause (ii) to the Class Al Certificates, until
the Class Certificate Principal Balance thereof has been reduced
to zero;
(B) approximately 50.00% of the amount distributable
pursuant to this clause (ii) to the Class A2, Class A3 and Class
A4 Certificates, in the following order of priority:
(I) to the Class A4 Certificates (the "Group II Senior
Certificates"), the Group II Senior Principal Distribution
Amount (as defined herein) for such Distribution Date, until
the Class Certificate Principal Balance thereof has been
reduced to zero;
(II) to the Class A2 and Class A3 Certificates, to the
extent of remaining amounts distributable on such
Distribution Date pursuant to clause (ii)(B) above, up to
approximately $348,000, concurrently, as follows:
(a) to the Class A2 Certificates, approximately
99.00% of the amount distributable pursuant to clause
(ii)(B)(II) above; and
(b) to the Class A3 Certificates, approximately
1.00% of the amount distributable pursuant to clause
(ii)(B)(II) above;
(III) to the Class A3 Certificates, until the Class
Certificate Principal Balance thereof has been reduced to
zero; and
(IV) to the Class A2 Certificates, until the Class
Certificate Principal Balance thereof has been reduced to
zero; and
(b) 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;
fourth, to the Class PO Certificates, to the extent of remaining Available
Funds, the Class PO Deferred Amount for such Distribution Date, until the Class
Certificate Principal Balance thereof has been reduced to zero; provided that,
(i) on any Distribution Date, distributions pursuant to this priority fourth
shall not exceed the Junior Optimal Principal Amount for such Distribution Date,
(ii) such distributions shall not reduce the Class Certificate Principal Balance
of the Class PO Certificates and (iii) no distribution will be made in respect
of the Class PO Deferred Amount after the Distribution Date on which the
respective Class Certificate Principal Balances of the Junior Certificates have
been reduced to zero (the "Cross-Over Date");
fifth, to the Class M Certificates, to the extent of remaining Available
Funds, in the following order: (a) the Accrued Certificate Interest thereon for
such Distribution Date, (b) any Accrued Certificate Interest thereon remaining
undistributed from previous Distribution Dates and (c) such Class's Allocable
Share (as defined under "-Principal" below) for such Distribution Date;
sixth, to the Class B 1 Certificates, to the extent of remaining Available
Funds, in the following order: (a) the Accrued Certificate Interest thereon for
such Distribution Date, (b) any Accrued Certificate Interest thereon remaining
undistributed from previous Distribution Dates and (c) such Class's Allocable
Share for such Distribution Date;
seventh, to the Class B2 Certificates, to the extent of remaining Available
Funds, in the following order: (a) the Accrued Certificate Interest thereon for
such Distribution Date, (b) any Accrued Certificate Interest thereon remaining
undistributed from previous Distribution Dates and (c) such Class's Allocable
Share for such Distribution Date; and
eighth, to each of the Class B3, Class B4 and Class B5 Certificates, to the
extent of remaining Available Funds: (a) the Accrued Certificate Interest
thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon
remaining undistributed from previous Distribution Dates and (c) such Classes'
Allocable Share for such Distribution Date.
The percentages and amounts set forth in priority third above were
calculated on the basis of the Class Certificate Principal Balances of the
related Certificates set forth on the cover hereof or described herein. If such
Class Certificate Principal Balances are increased or decreased in accordance
with the variance permitted hereby, the applicable percentages and such amounts
will be increased or decreased substantially correspondingly.
On each Distribution Date after the Cross-Over Date, distributions of
principal on the outstanding Senior Certificates (other than the Class PO
Certificates) will be made pro rata among all such Certificates, regardless of
the allocation, or sequential nature, of principal payments described in
priority third above.
"Pro rata" distributions among Classes of Certificates will be made in
proportion to the then-current Class Certificate Principal Balances of such
Classes.
If, after distributions have been made pursuant to priorities first and
second above on any Distribution Date, the remaining Available Funds are less
than the sum of the Senior Optimal Principal Amount and the Class PO
