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) May 27, 1999
GE CAPITAL MORTGAGE SERVICES, INC.
(as Seller and Servicer under the Pooling and
Servicing Agreement, dated as of May 1, 1999,
providing for the issuance of REMIC Mortgage
Pass-Through Certificates, Series 1999-12)
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 May 27, 1999, GE Capital Mortgage Services, Inc. ("GECMSI") offered to
investors certain classes of its REMIC Mortgage Pass-Through Certificates,
Series 1999-12 (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 1999-12") 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 April
22, 1999 as supplemented by the Prospectus Supplement dated May 24, 1999.
The original principal balance of each Class of the Certificates is as follows:
Class A1 $12,432,345.00
Class A2 $45,392,413.00
Class A3 $130,000,000.00
Class M $1,733,000.00
Class B1 $675,000.00
Class B2 $578,000.00
Class B3 $674,000.00
Class B4 $385,000.00
Class B5 $289,853.42
Class R $100.00
Total : $192,159,711.42
The initial Junior Percentage and initial Senior Percentage for Pool 1999-12 are
approximately 2.25% and 97.75%, respectively. The "Bankruptcy Loss Amount," the
"Fraud Loss Amount" and the "Special Hazard Loss Amount" for Pool 1999-12 as of
the initial issuance of the Certificates are $100,000.00, $1,926,601.00 and
$1,926,601.00, respectively, representing approximately .0500%, 1.0000%, and
1.0000%, respectively, of the aggregate Scheduled Principal Balances of the
Mortgage Loans as of May 1, 1999 (the "Cut-off Date").
Description of the Mortgage Pool and the Mortgaged Properties
Pool 1999-12
Pool 1999-12 consists primarily of fixed-rate, fully-amortizing conventional
Mortgage Loans evidenced by Mortgage Notes which have original maturities of 9
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 $192,660,137.20.
The interest rates (the "Mortgage Rates") borne by the 651 Mortgage Loans
conveyed by GECMSI to Pool 1999-12 range from 5.7500% to 10.6250% and the
weighted average Mortgage Rate as of the Cut-off Date is 6.8759% 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 1999-12 ranged from $20,000.00 to
$922,000.00, and, as of the Cut-off Date, the average outstanding Scheduled
Principal Balance of the Mortgage Loans in Pool 1999-12 is $295,944.91, 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 1999-12 is March 26, 1986, and the latest
scheduled maturity date of any such Mortgage Loan is May 1, 2014. The weighted
average loan-to-value ratio of the Mortgage Loans as of the Cut-off Date in Pool
1999-12 is 67.4631%.
The Mortgage Loans in Pool 1999-12 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 1999-12:
- --------------------------------------------------------------------------------
MORTGAGE # OF AGGREGATE BALANCES % OF POOL BY
RATES LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
- --------------------------------------------------------------------------------
5.7500% 1 $308,911.15 0.1603%
5.8750% 1 $228,049.87 0.1184%
6.0000% 5 $2,146,883.92 1.1143%
6.1250% 2 $634,880.00 0.3295%
6.2500% 11 $3,353,452.18 1.7406%
6.3750% 21 $6,969,199.42 3.6174%
6.5000% 44 $16,691,510.90 8.6637%
6.6250% 71 $23,855,805.68 12.3823%
6.7500% 120 $42,104,383.71 21.8541%
6.8750% 116 $37,023,631.90 19.2171%
7.0000% 75 $23,377,674.66 12.1342%
7.1250% 34 $11,337,574.83 5.8848%
7.2500% 24 $6,348,948.52 3.2954%
7.3750% 22 $4,706,792.03 2.4431%
7.5000% 15 $2,622,891.79 1.3614%
7.6250% 11 $1,061,778.80 0.5511%
7.7500% 9 $1,691,800.27 0.8781%
7.8750% 12 $1,754,378.92 0.9106%
8.0000% 15 $2,101,776.65 1.0909%
8.2500% 8 $1,820,648.06 0.9450%
8.3750% 5 $644,737.98 0.3347%
8.5000% 3 $472,543.15 0.2453%
8.7500% 3 $513,702.94 0.2666%
8.8750% 1 $117,585.54 0.0610%
9.0000% 1 $129,585.50 0.0673%
9.3750% 1 $121,330.96 0.0630%
9.7500% 5 $100,958.48 0.0524%
9.8750% 6 $172,402.61 0.0895%
10.0000% 4 $108,930.71 0.0565%
10.1250% 2 $31,524.48 0.0164%
10.5000% 2 $82,564.41 0.0429%
10.6250% 1 $23,297.18 0.0121%
Total 651 $192,660,137.20 100.0000%
b) The following table sets forth information, as of the Cut-off Date, with
respect to the original principal balances of the Mortgage Loans in Pool
1999-12 :
- --------------------------------------------------------------------------------
ORIGINAL # OF LOANS AGGREGATE BALANCES % OF POOL BY
BALANCES AS OF CUT-OFF DATE AGGREGATE BAL.
- --------------------------------------------------------------------------------
$ 0 - 227,150 135 $12,784,394.25 6.6357%
$227,151 - 250,000 36 $7,778,433.73 4.0374%
$250,001 - 300,000 160 $43,485,438.34 22.5711%
$300,001 - 350,000 127 $40,597,245.46 21.0719%
$350,001 - 400,000 64 $23,543,870.27 12.2204%
$400,001 - 450,000 43 $18,200,721.20 9.4471%
$450,001 - 600,000 64 $32,369,541.65 16.8014%
$600,001 - 650,000 20 $12,268,844.94 6.3681%
$650,001 - 1,000,000 + 2 $1,631,647.36 0.8469%
Total 651 $192,660,137.20 100.0000%
The largest outstanding Scheduled Principal Balance of any Mortgage Loan, as of
the Cut-off Date, in Pool 1999-12 is $906,647.36.
The smallest outstanding Scheduled Principal Balance of any Mortgage Loan, as of
the Cut-off Date, in Pool 1999-12 is $4,329.75.
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 1999-12:
- -------------------------------------------------------------------------------
YEAR OF ORIGINATION # OF LOANS AGGREGATE BALANCES % OF POOL BY
AS OF CUT-OFF DATE AGGREGATE BALANCE
- --------------------------------------------------------------------------------
1986 20 $519,677.87 0.2697%
1991 1 $157,339.22 0.0817%
1992 40 $7,305,727.20 3.7920%
1994 1 $398,692.25 0.2069%
1995 1 $385,031.40 0.1999%
1997 5 $1,278,511.49 0.6636%
1998 51 $13,938,406.18 7.2347%
1999 532 $168,676,751.59 87.5515%
Total 651 $192,660,137.20 100.0000%
d) The following table sets forth information, as of the Cut-off Date, with
respect to the loan-to-value ratios of the Mortgage Loans at origination in
Pool 1999-12:
- --------------------------------------------------------------------------------
LOAN-TO-VALUE
RATIO AT # OF AGGREGATE BALANCES % OF POOL BY
ORIGINATION LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
- --------------------------------------------------------------------------------
00.000 - 50.00 74 $20,271,504.02 10.5219%
50.001 - 60.00 103 $30,510,896.47 15.8366%
60.001 - 70.00 158 $48,023,055.58 24.9263%
70.001 - 75.00 112 $33,194,540.56 17.2296%
75.001 - 80.00 170 $52,001,539.68 26.9914%
80.001 - 85.00 11 $3,268,909.63 1.6967%
85.001 - 90.00 17 $4,278,767.65 2.2209%
90.001 - 95.00 6 $1,110,923.61 0.5766%
Total 651 $192,660,137.20 100.0000%
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 1999-12:
- --------------------------------------------------------------------------------
TYPE OF DWELLING # OF LOANS AGGREGATE BALANCES % OF POOL BY
AS OF CUT-OFF DATE AGGREGATE BALANCE
- --------------------------------------------------------------------------------
Single-family detached 588 $180,502,428.05 93.6896%
Single-family attached 16 $2,658,014.00 1.3796%
Condominium 36 $7,358,833.18 3.8196%
2 - 4 Family Units 9 $1,515,271.01 0.7865%
Co-op 2 $625,590.96 0.3247%
Total 651 $192,660,137.20 100.0000%
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
1999-12:
- --------------------------------------------------------------------------------
# OF LOANS AGGREGATE BALANCES % OF POOL BY
OCCUPANCY AS OF CUT-OFF DATE AGGREGATE BALANCE
- --------------------------------------------------------------------------------
Owner Occupied 598 $183,739,252.26 95.3696%
Vacation 29 $6,776,400.97 3.5173%
Investment 24 $2,144,483.97 1.1131%
Total 651 $192,660,137.20 100.0000%
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 1999-12:
- --------------------------------------------------------------------------------
STATE # OF AGGREGATE BALANCES % OF POOL BY
LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
- --------------------------------------------------------------------------------
Alabama 2 $683,824.65 0.3549%
Arizona 25 $6,975,783.63 3.6208%
Arkansas 4 $1,290,548.70 0.6699%
California 192 $62,509,328.62 32.4453%
Colorado 12 $3,659,757.07 1.8996%
Connecticut 8 $2,556,349.91 1.3269%
Delaware 2 $247,124.78 0.1283%
District Of Columbia 1 $448,549.15 0.2328%
Florida 52 $11,434,287.83 5.9350%
Georgia 12 $3,643,589.27 1.8912%
Hawaii 1 $179,000.00 0.0929%
Illinois 21 $6,715,615.38 3.4857%
Indiana 5 $1,971,540.68 1.0233%
Iowa 2 $812,828.54 0.4219%
Kansas 3 $615,148.66 0.3193%
Kentucky 2 $737,604.00 0.3829%
Louisiana 8 $2,643,244.29 1.3720%
Maine 2 $638,029.58 0.3312%
Maryland 35 $12,251,263.75 6.3590%
Massachusetts 24 $7,794,378.36 4.0457%
Michigan 2 $841,994.08 0.4370%
Minnesota 6 $1,826,055.09 0.9478%
Mississippi 1 $438,550.46 0.2276%
Missouri 1 $302,431.64 0.1570%
Montana 1 $396,351.88 0.2057%
Nebraska 1 $300,000.00 0.1557%
Nevada 8 $2,505,862.57 1.3007%
New Hampshire 2 $724,267.18 0.3759%
New Jersey 51 $10,419,424.99 5.4082%
New Mexico 2 $512,230.46 0.2659%
New York 23 $5,457,272.58 2.8326%
North Carolina 6 $1,280,516.31 0.6647%
North Dakota 1 $298,295.58 0.1548%
Ohio 7 $2,109,699.90 1.0950%
Oklahoma 1 $403,083.40 0.2092%
Oregon 7 $2,198,866.87 1.1413%
Pennsylvania 29 $6,407,553.43 3.3258%
Rhode Island 2 $592,310.19 0.3074%
South Carolina 7 $2,325,334.90 1.2070%
Tennessee 16 $4,865,362.64 2.5254%
Texas 26 $7,095,638.00 3.6830%
Utah 9 $2,912,277.40 1.5116%
Vermont 2 $752,583.10 0.3906%
Virginia 12 $4,215,134.72 2.1879%
Washington 11 $4,184,083.77 2.1717%
Wisconsin 4 $1,487,159.21 0.7719%
Total 651 $192,660,137.20 100.0000%
h) The following table sets forth information, as of the Cut-off Date, with
respect to the maturity dates of the Mortgage Loans in Pool 1999-12:
- --------------------------------------------------------------------------------
YEAR OF MATURITY # OF LOANS AGGREGATE BALANCES % OF POOL BY
AS OF CUT-OFF DATE AGGREGATE BALANCE
- --------------------------------------------------------------------------------
2001 20 $519,677.87 0.2697%
2007 41 $7,463,066.42 3.8737%
2008 1 $168,256.46 0.0873%
2009 8 $1,874,156.88 0.9728%
2012 7 $1,645,933.42 0.8543%
2013 38 $10,311,191.79 5.3520%
2014 536 $170,677,854.36 88.5902%
Total 651 $192,660,137.20 100.0000%
The weighted average scheduled remaining term to maturity of the Mortgage Loans
in Pool 1999-12 calculated as of the Cut-off Date is 174 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 1999-12:
- --------------------------------------------------------------------------------
# OF LOANS AGGREGATE BALANCES % OF POOL BY
PURPOSE OF LOAN AS OF CUT-OFF DATE AGGREGATE BALANCE
- --------------------------------------------------------------------------------
Purchase 189 $50,108,190.27 26.0086%
Rate Term/Refinance 382 $120,312,503.07 62.4480%
Cash-out Refinance 80 $22,239,443.86 11.5434%
Total 651 $192,660,137.20 100.0000%
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
1.1 The Underwriting Agreement, dated as of January 22, 1998, and the
related Terms Agreement, dated as of May 24, 1999, for certain of the
Series 1999-12 Certificates between GE Capital Mortgage Services, Inc.
and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
1.2 The Underwriting Agreement, dated as of September 21, 1995, and the
related Terms Agreement, dated as of May 24, 1999, for certain of the
Series 1999-12 Certificates between GE Capital Mortgage Services, Inc.
and Bear, Stearns & Co. Inc.
4.1 The Pooling and Servicing Agreement for the Series 1999-12
Certificates, dated as of May 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 May 27, 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 May 27, 1999
<PAGE>
EXHIBIT INDEX
The exhibits are being filed herewith:
- --------------------------------------------------------------------------------
EXHIBIT NO. DESCRIPTION PAGE
- --------------------------------------------------------------------------------
1.1 The Underwriting Agreement, dated
as of January 22, 1998, and the
related Terms Agreement, dated as
of May 24, 1999, for certain of the
Series 1999-12 Certificates between
GE Capital Mortgage Services, Inc.
and Merrill Lynch, Pierce, Fenner &
Smith Incorporated.
1.2 The Underwriting Agreement, dated
as of September 21, 1995, and the
related Terms Agreement, dated as
of May 24, 1999, for certain of the
Series 1999-12 Certificates between
GE Capital Mortgage Services, Inc.
and Bear, Stearns & Co. Inc.
4.1 The Pooling and Servicing Agreement
for the Series 1999-12
Certificates, dated as of May 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
Merrill Lynch, Pierce, Fenner & Smith New York, New York
Incorporated January 22, 1998
Merrill Lynch World Headquarters
North Tower
World Financial Center
New York, New York 10281-1201
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 one or more pools 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
<PAGE>
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
- 2 -
<PAGE>
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
- 3 -
<PAGE>
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).
- 4 -
<PAGE>
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
- 5 -
<PAGE>
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
- 6 -
<PAGE>
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
- 7 -
<PAGE>
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
- 8 -
<PAGE>
Agreement and the Offered Certificates, and (b) the cost of
delivering the related Offered Certificates to the office
of the Underwriter, insured to the satisfaction of the
Underwriter (it being understood that, except as provided
in this paragraph (g) and in Section 7 hereof, the
Underwriter will pay all its own costs and expenses,
including the fees of Brown & Wood LLP, 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:
- 9 -
<PAGE>
(i) this Agreement and the related Terms
Agreement have been duly executed and delivered by the
Company under the law of the State of New York;
(ii) the related Pooling and Servicing
Agreement has been duly executed and delivered by the
Company under the law of the State of New York and is
a legal, valid and binding agreement of the Company
enforceable against the Company in accordance with its
terms;
(iii) the Offered Certificates, when duly
executed and countersigned by the Trustee in
accordance with the related Pooling and Servicing
Agreement, will be validly issued and outstanding and
entitled to the benefits of such Pooling and Servicing
Agreement;
(iv) the related Pooling and Servicing
Agreement is not required to be qualified under the
Trust Indenture Act of 1939, as amended, and the trust
created thereunder is not required to be registered
under the Investment Company Act of 1940, as amended;
(v) such counsel confirms that (based
solely upon 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), 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
- 10 -
<PAGE>
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
- 11 -
<PAGE>
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
- 12 -
<PAGE>
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) This Agreement, the related Terms
Agreement and the related Pooling and Servicing
Agreement have been duly authorized, executed and
delivered by the Company under the law of the State of
New Jersey;
(iv) The issuance and sale of the
Offered Certificates have been duly authorized by the
Company;
(v) 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;
(vi) 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
(vii) There are no actions, proceedings or
investigations pending or, to the best knowledge of
such counsel, threatened before any court, admini-
- 13 -
<PAGE>
strative agency or other tribunal (i) asserting the
invalidity of this Agreement, the related Terms
Agreement, the related Pooling and Servicing Agreement
or the related Certificates, (ii) seeking to prevent
the issuance of the Certificates of the related Series
or the consummation by the Company of any of the
transactions contemplated by this Agreement, such
Terms Agreement or such Pooling and Servicing
Agreement, or (iii) which might materially and
adversely affect the performance by the Company of its
obligations under, or the validity or enforceability
of, this Agreement, such Terms Agreement, such Pooling
and Servicing Agreement or the related Certificates.
In rendering his or 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 LLP, 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
- 14 -
<PAGE>
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);
- 15 -
<PAGE>
(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
- 16 -
<PAGE>
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;
- 17 -
<PAGE>
(ii) based upon the assumptions and
methodology set forth in such Prospectus, all of which
shall be described by reference in such letter, they
have verified the mathematical accuracy of any
Scheduled Final Distribution Dates for the Offered
Certificates, PAC Balances, TAC Balances, Scheduled
Balances, Maximum and Minimum Scheduled Balances or
any other scheduled balances set forth in such
Prospectus for each indicated Distribution Date, and
have verified the mathematical accuracy of any initial
Effective Ranges of any PAC Certificates, Scheduled
Certificates or other scheduled Certificates set forth
in such Prospectus; and
(iii) based upon the assumptions and
methodology set forth in such Prospectus, all of which
shall be described by reference in such letter, they
have verified the mathematical accuracy of the pre-tax
yields to maturity and, if applicable, aggregate cash
flows of any Class of Certificates for which such
pre-tax yields and, if applicable, aggregate cash
flows are set forth in such Prospectus at the
indicated percentages of the Prepayment Assumption
and, if applicable, at the indicated values of COFI,
LIBOR or any other index, as applicable.
(j) The Offered Certificates of the related
Series shall have received the ratings specified in the
related Terms Agreement (the "Required Ratings").
(k) Prior to the related Closing Date, the
Company shall have furnished to the Underwriter such
further information, certificates and documents as the
Underwriter may reasonably request.
(l) If any Certificates of the related Series are
to be sold to any other underwriter and/or offered in
reliance upon an exemption from the registration
requirements of the Act, the sale at or prior to the
related Closing Date of such Certificates to the purchaser
thereof shall have occurred.
(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.
- 18 -
<PAGE>
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
- 19 -
<PAGE>
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
- 20 -
<PAGE>
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
- 21 -
<PAGE>
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
- 22 -
<PAGE>
(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 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
- 23 -
<PAGE>
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
- 24 -
<PAGE>
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
Series 1998-1 and any subsequent Series of Certificates as to
which it acts as Underwriter 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
- 25 -
<PAGE>
Supplement, not misleading, or if it shall be necessary to amend
or supplement any Current Report relating to any Computational
Materials or Structural Term Sheets to comply with the Act or the
rules thereunder, the Underwriter promptly will prepare and
furnish to the Company for filing with the Commission an
amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance. The
Underwriter represents and warrants to the Company, as of the
date of delivery of such amendment or supplement to the Company,
that such amendment or supplement will not include any untrue
statement of a material fact or, when read in conjunction with
the related Prospectus and Prospectus Supplement, omit to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading; 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
- 26 -
<PAGE>
(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
- 27 -
<PAGE>
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,
- 28 -
<PAGE>
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
- 29 -
<PAGE>
subject matter hereof. This Agreement and the related Terms
Agreement or any term of each may not be changed, waived,
discharged or terminated except by an affirmative written
agreement made by the party against whom enforcement of the
change, waiver, discharge or termination is sought. The headings
in this Agreement and the related Terms Agreement are for
purposes of reference only and shall not limit or otherwise
affect the meaning hereof or thereof.
15. Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to the
Underwriter, will be delivered to it at the address first above
written; or if sent to the Company, will be delivered to GE
Capital Mortgage Services, Inc., Three Executive Campus, Cherry
Hill, New Jersey 08002, Attention: General Counsel.
- 30 -
<PAGE>
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the
undersigned a counterpart hereof, whereupon this letter and your
acceptance shall represent a binding agreement between the
Company and the Underwriter.
Very truly yours,
GE CAPITAL MORTGAGE SERVICES, INC.
By:______________________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By:_________________________________
Name:
Title:
<PAGE>
EXHIBIT A
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES ____-__
TERMS AGREEMENT
(to Underwriting Agreement,
dated January 22, 1998
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus [Date]
Cherry Hill, NJ 08002
Merrill Lynch, Pierce, Fenner & Smith Incorporated
(the "Underwriter") agrees, subject to the terms and provisions
herein and of the captioned Underwriting Agreement (the
"Underwriting Agreement"), to purchase such Classes of Series
____-__ Certificates specified in Section 2(a) hereof (the
"Offered Certificates"). This letter supplements and modifies the
Underwriting Agreement solely as it relates to the purchase and
sale of the Offered Certificates described below. The Series
____-__ Certificates are registered with the Securities and
Exchange Commission by means of an effective Registration
Statement (No. 33-___). Capitalized terms used and not defined
herein have the meanings given them in the Underwriting
Agreement.
Section 1. The Mortgage Pool: The Series ____-__
Certificates shall evidence the entire beneficial ownership
interest in a mortgage pool (the "Mortgage Pool") of
conventional, fixed rate, fully amortizing one- to four-family
residential mortgage loans (the "Mortgage Loans") having the
following characteristics as of ________ __, ____ (the "Cut-off
Date"):
(a) Aggregate Principal Amount of the Mortgage Pool:
$[ ] aggregate principal balance as of the Cutoff Date,
subject to [an upward or downward variance of up to [ ]%,
the precise aggregate principal balance to be determined by
the Company][a permitted variance such that the aggregate
Scheduled Principal Balance thereof will be not less than
$[ ] or greater than $[ ]].
(b) Original Terms to Maturity: The original term to
maturity of each Mortgage Loan included in the Mortgage Pool
shall be between ___ and ___ years.
A-1
<PAGE>
Section 2. The Certificates: The Offered
Certificates shall be issued as follows:
(a) Classes: The Offered Certificates shall be issued
with the following Class designations, interest rates and
principal balances, subject in the aggregate to the
variance referred to in Section 1(a)[and, as to any
particular Class, to an upward or downward variance of up
to [ ]%]:
Principal Interest Class Purchase
Class Balance Rate Price Percentage
- ----- ------- ---- ----------------
(b) The Offered Certificates shall have such other
characteristics as described in the related Prospectus.
Section 3. Purchase Price: The Purchase Price for each
Class of the Offered Certificates shall be the Class Purchase
Price Percentage therefor (as set forth in Section 2(a) above) of
the initial Class Certificates Principal Balance thereof plus
accrued interest at the rate of [ ]% per annum from and including
the Cut-off Date up to, but not including, _________ __, ____
(the "Closing Date").
Section 4. Required Ratings: The Offered
Certificates shall have received Required Ratings of at least
[ ] from [ ].
Section 5. Tax Treatment: [One or more elections
will be made to treat the assets of the Trust Fund as a REMIC.]
[The Trust Fund will be treated as a "grantor trust" for federal
income tax purposes.]
[Section 6. Additional Expenses:]*
- --------
* to be inserted if applicable.
A-2
<PAGE>
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the
undersigned a counterpart hereof, whereupon this letter and your
acceptance shall represent a binding agreement between the
Underwriter and the Company.
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By:__________________________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.
GE CAPITAL MORTGAGE SERVICES, INC.
By:_______________________________
Name:
Title:
A-3
<PAGE>
Execution
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-12
TERMS AGREEMENT
---------------
(to Underwriting Agreement,
dated January 22, 1998,
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus May 24, 1999
Cherry Hill, NJ 08002
Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriter")
agrees, subject to the terms and provisions herein and of the captioned
Underwriting Agreement (the "Underwriting Agreement"), to purchase the Classes
of Series 1999-12 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 1999-12 Certificates are registered
with the Securities and Exchange Commission by means of an effective
Registration Statement (Nos. 333-68951 and 333-68951-01). Capitalized terms used
and not defined herein have the meanings given them in the Underwriting
Agreement.
Section 1. The Mortgage Pool: The Series 1999-12 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 May 1, 1999 (the "Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pool: $192,660,137
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 $190,000,000 or greater than $210,000,000.
(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 9 and 15 years.
Section 2. The Certificates: The Offered Certificates shall be issued as
follows:
(a) Classes: The Offered Certificates shall be issued with the
following Class designations, interest rates and principal balances,
subject in the aggregate to the variance referred to in Section 1(a):
Class
Principal Interest Purchase Price
Class Balance Rate Percentage
- ----- ------- ---- ----------
Class A1 $ 12,432,345.00 6.25% 99.515625%
Class A2 45,392,413.00 6.25 99.515625
Class A3 130,000,000.00 6.25 99.515625
Class R 100.00 6.25 99.515625
(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, May 27, 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. and Standard
and 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,
MERRILL LYNCH, PIERCE FENNER & SMITH
INCORPORATED
By:______________________________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
GE CAPITAL MORTGAGE SERVICES, INC.
By:______________________________________
Name:
Title:
EXECUTION
GE CAPITAL MORTGAGE SERVICES, INC.
PASS-THROUGH CERTIFICATES
(Issuable in Series)
UNDERWRITING AGREEMENT
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
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES _____-___
TERMS AGREEMENT
(to Underwriting Agreement,
dated September [ ], 1995
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus [Date]
Cherry Hill, NJ 08034
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 such Classes of Series ____-___
Certificates specified in Section 2(a) hereof (the "Offered Certificates"). This
letter supplements and modifies the Underwriting Agreement solely as it relates
to the purchase and sale of the Offered Certificates described below. The Series
____-___ Certificates are registered with the Securities and Exchange Commission
by means of an effective Registration Statement (No. 33- ___). Capitalized terms
used and not defined herein have the meanings given them in the Underwriting
Agreement.
Section 1. The Mortgage Pool: The Series ____-___ Certificates shall
evidence the entire beneficial ownership interest in a mortgage pool (the
"Mortgage Pool") of conventional, fixed rate, fully amortizing one- to
four-family residential mortgage loans (the "Mortgage Loans") having the
following characteristics as of ________ __, ____ (the "Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pool: $[ ] aggregate
principal balance as of the Cutoff Date, subject to [an upward or downward
variance of up to [ ]%, the precise aggregate principal balance to be
determined by the Company) [a permitted variance such that the aggregate
Scheduled Principal Balance thereof will be not less than $[ ] or greater
than $[ ]].
(b) Original Terms to Maturity: The original term to maturity of each
Mortgage Loan included in the Mortgage Pool shall be between ___ and ___
years.
Section 2. The Certificates: The Offered Certificates shall be issued as
follows:
(a) Classes: The Offered Certificates shall be issued with the
following Class designations, interest rates and principal balances,
subject in the aggregate to the variance referred to in Section 1(a) [and,
as to any particular Class, to an upward or downward variance of up to [
]3%]:
Class Purchase
Class Principal Balance Interest Rate Price Percentage
(b) The Offered Certificates shall have such other characteristics as
described in the related Prospectus.
Section 3. Purchase Price: The Purchase Price for each Class of the Offered
Certificates shall be the Class Purchase Price Percentage therefor (as set forth
in Section 2(a) above) of the initial Class Certificates Principal Balance
thereof plus accrued interest at the rate of [ ]% per annum from and including
the Cut-off Date up to, but not including, __________ __, ____ (the "Closing
Date").
Section 4. Required Ratings: The Offered Certificates shall have received
Required Ratings of at least [ ] from [ ].
Section 5. Tax Treatment: [One or more elections will be made to treat the
assets of the Trust Fund as a REMIC.] [The Trust Fund will be treated as a
"grantor trust" for federal income tax purposes.]
[Section 6. Additional Expenses:]*
<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:
- -------------------------
* to be inserted if applicable.
<PAGE>
EXECUTION
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-12
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 May 24, 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 1999-12
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 1999-12 Certificates are registered with the Securities and Exchange
Commission by means of an effective Registration Statement (Nos. 333-68951 and
333-68951-01). Capitalized terms used and not defined herein have the meanings
given them in the Underwriting Agreement.
Section 1. The Mortgage Pool: The Series 1999-12 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 May 1, 1999 (the "Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pool: $192,660,137
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 $190,000,000 or greater than $210,000,000.
(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 9 and 15 years.
Section 2. The Certificates: The Offered Certificates shall be issued as
follows:
(a) Classes: The Offered Certificates shall be issued with the
following Class designations, interest rates and principal balances,
subject in the aggregate to the variance referred to in Section 1(a):
Class
Principal Interest Purchase Price
Class Balance Rate Percentage
- ----- ------- ---- ----------
Class M $1,733,000.00 6.25% 96.81350%
Class B1 675,000.00 6.25 95.52345
Class B2 578,000.00 6.25 91.10410
(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, May 27, 1999 (the "Closing
Date").
Section 4. Required Ratings: The Offered Certificates shall have received
Required Ratings of "AA," "A" and "BBB," respectively, from Fitch IBCA, Inc.
Section 5. Tax Treatment: One or more elections will be made to treat the
assets of the Trust Fund as a REMIC.
<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 May 1, 1999
GE Capital Mortgage Services, Inc.,
1999-12 Trust
===============================================================================
<PAGE>
Table of Contents
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions...............................................1
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans............................34
Section 2.02. Acceptance by Trustee...................................37
Section 2.03. Representations and Warranties
of the Company; Mortgage Loan Repurchase................39
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.............................44
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.......50
Section 3.04. Permitted Debits to the Mortgage Loan Payment Record...51
Section 3.05. Maintenance of the Primary Insurance Policies..........52
Section 3.06. Maintenance of Hazard Insurance........................53
Section 3.07. Assumption and Modification Agreements.................53
Section 3.08. Realization Upon Defaulted Mortgage Loans..............54
Section 3.09. Trustee to Cooperate; Release of Mortgage Files........57
Section 3.10. Servicing Compensation; Payment of Certain
Expenses by the Company................................57
Section 3.11. Reports to the Trustee.................................58
Section 3.12. Annual Statement as to Compliance......................58
Section 3.13. Annual Independent Public Accountants'
Servicing Report.......................................58
Section 3.14. Access to Certain Documentation and
Information Regarding the Mortgage Loans...............59
Section 3.15. Maintenance of Certain Servicing Policies..............59
Section 3.16. Optional Purchase of Defaulted Mortgage Loans..........59
ARTICLE IV
PAYMENTS AND STATEMENTS
Section 4.01. Distributions..........................................59
Section 4.02. Method of Distribution.................................64
Section 4.03. Allocation of Losses...................................65
Section 4.04. Monthly Advances; Purchases of
Defaulted Mortgage Loans...............................66
Section 4.05. Statements to Certificateholders.......................67
Section 4.06. Servicer's Certificate.................................69
Section 4.07. Reports of Foreclosures and Abandonments
of Mortgaged Property..................................69
Section 4.08. Reduction of Servicing Fees by Compensating
Interest Payments......................................70
Section 4.09. Surety Bond............................................70
Section 4.10. Distributions to Holders of Designated
Retail Certificates....................................70
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.......................................75
Section 5.02. Registration of Transfer and
Exchange of Certificates...............................76
Section 5.03. Mutilated, Destroyed, Lost or
Stolen Certificates....................................81
Section 5.04. Persons Deemed Owners..................................82
Section 5.05. Access to List of Certificateholders'
Names and Addresses....................................82
Section 5.06. Representation of Certain Certificateholders...........82
Section 5.07. Determination of COFI..................................83
Section 5.08. Determination of LIBOR.................................83
ARTICLE VI
THE COMPANY
Section 6.01. Liability of the Company...............................85
Section 6.02. Merger or Consolidation of, or Assumption of
the Obligations of, the Company........................85
Section 6.03. Assignment.............................................85
Section 6.04. Limitation on Liability of the
Company and Others.....................................85
Section 6.05. The Company Not to Resign..............................86
ARTICLE VII
DEFAULT
Section 7.01. Events of Default......................................86
Section 7.02. Trustee to Act; Appointment of Successor...............87
Section 7.03. Notification to Certificateholders.....................88
ARTICLE VIII
THE TRUSTEE
Section 8.01. Duties of Trustee......................................88
Section 8.02. Certain Matters Affecting the Trustee..................90
Section 8.03. Trustee Not Liable for Certificates
or Mortgage Loans......................................91
Section 8.04. Trustee May Own Certificates...........................91
Section 8.05. The Company to Pay Trustee's Fees and Expenses.........91
Section 8.06. Eligibility Requirements for Trustee...................91
Section 8.07. Resignation or Removal of Trustee......................92
Section 8.08. Successor Trustee......................................92
Section 8.09. Merger or Consolidation of Trustee.....................93
Section 8.10. Appointment of Co-Trustee or Separate Trustee..........93
Section 8.11. Compliance with REMIC Provisions; Tax Returns..........94
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Repurchase by the
Company or Liquidation of All Mortgage Loans...........94
Section 9.02. Additional Termination Requirements....................96
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment.............................................96
Section 10.02. Recordation of Agreement..............................98
Section 10.03. Limitation on Rights of Certificateholders............98
Section 10.04. Governing Law.........................................99
Section 10.05. Notices...............................................99
Section 10.06. Notices to the Rating Agencies........................99
Section 10.07. Severability of Provisions............................99
Section 10.08. Certificates Nonassessable and Fully Paid.............99
<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 May 1, 1999, between GE
CAPITAL MORTGAGE SERVICES, INC., a corporation organized and existing under the
laws of the State of New Jersey, and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts banking corporation, as Trustee.
W I T N E S S E T H T H A T :
In consideration of the mutual agreements herein contained, GE Capital
Mortgage Services, Inc. and State Street Bank and Trust Company agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. Whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires, shall have the
following meanings:
Accretion Directed Certificate: None.
Accretion Directed Component: None.
Accretion Termination Date: None.
Accrual Amount: As to any Class of Accrual Certificates and any Accrual
Component and each Distribution Date through the related Accretion Termination
Date, the sum of (x) any amount of Accrued Certificate Interest allocable to
such Class or Component pursuant to Section 4.01(a)(i) on such Distribution Date
and (y) any amount of Unpaid Class Interest Shortfall allocable to such Class or
Component pursuant to Section 4.01(a)(ii) on such Distribution Date, to the
extent that such amounts are distributed to any Accretion Directed Certificates
and any Accretion Directed Components pursuant to Section 4.01(e). As to any
Class of Accrual Certificates and any Accrual Component and each Distribution
Date after the related Accretion Termination Date, zero.
Accrual Certificates: None.
Accrual Component: None.
Accrued Certificate Interest: As to any Distribution Date and any Class of
Certificates (other than any Class of Principal Only Certificates and any Class
of Certificates consisting of Specified Components), interest accrued during the
related Interest Accrual Period at the applicable Certificate Interest Rate on
the Class Certificate Principal Balance (or, in the case of any Class of
Notional Certificates other than the Class S Certificates, on the aggregate
Notional Principal Balance) thereof immediately prior to (or, in the case of the
Class S Certificates, on the aggregate Notional Principal Balance thereof with
respect to) such Distribution Date, calculated on the basis of a 360-day year
consisting of twelve 30-day months. As to any Distribution Date and any
Specified Component (other than any Principal Only Component), interest accrued
during the related Interest Accrual Period at the applicable Component Interest
Rate on the Component Principal Balance (or Notional Component Principal
Balance) thereof immediately prior to such Distribution Date, calculated on the
basis of a 360-day year consisting of twelve 30-day months. As to any
Distribution Date and any Class of Certificates consisting of Specified
Components, the aggregate of Accrued Certificate Interest on such Specified
Components for such Distribution Date.
Accrued Certificate Interest on each Class of Certificates (other than any
Class of Principal Only Certificates and any Class of Certificates consisting of
Specified Components) and any Specified Component (other than any Principal Only
Component) shall be reduced by such Class's or Specified Component's share of
the amount of any Net Interest Shortfall and Interest Losses for such
Distribution Date. Any Net Interest Shortfall and Interest Losses shall be
allocated among (x) the Classes of Certificates (other than any Class of
Principal Only Certificates and any Class of Certificates consisting of
Specified Components) and (y) the Specified Components (other than any Principal
Only Component) of any Component Certificate in proportion to the respective
amounts of Accrued Certificate Interest that would have resulted absent such
shortfall or losses.
Additional Collateral: With respect to any Mortgage 100SM Loan, the
marketable securities held from time to time as security for the repayment of
such Mortgage 100SM Loan and any related collateral. With respect to any Parent
PowerSM Loan, the third-party guarantee for such Parent PowerSM Loan, together
with (i) any marketable securities held from time to time as security for the
performance of such guarantee and any related collateral or (ii) any mortgaged
property securing the performance of such guarantee, the related home equity
line of credit loan and any related collateral.
Agreement: This Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.
Allocable Share: (a) As to any Distribution Date and amounts distributable
pursuant to clauses (i) and (iii) of the definition of Junior Optimal Principal
Amount, and as to each Class of Junior Certificates, the fraction, expressed as
a percentage, the numerator of which is the Class Certificate Principal Balance
of such Class and the denominator of which is the aggregate Class Certificate
Principal Balance of the Junior Certificates.
(b) As to any Distribution Date and amounts distributable pursuant to
clauses (ii), (iv) and (v) of the definition of Junior Optimal Principal Amount,
and as to the Class M Certificates and each Class of Class B Certificates for
which the related Prepayment Distribution Trigger has been satisfied on such
Distribution Date, the fraction, expressed as a percentage, the numerator of
which is the Class Certificate Principal Balance of such Class and the
denominator of which is the aggregate Class Certificate Principal Balance of all
such Classes. As to any Distribution Date and each Class of Class B Certificates
for which the related Prepayment Distribution Trigger has not been satisfied on
such Distribution Date, 0%.
Amortization Payment: As to any REO Mortgage Loan and any month, the
payment of principal and accrued interest due in such month in accordance with
the terms of the related Mortgage Note as contemplated by Section 3.08(b).
Amount Held for Future Distribution: As to each Distribution Date, the
total of all amounts credited to the Mortgage Loan Payment Record as of the
preceding Determination Date on account of (i) Principal Prepayments, Insurance
Proceeds and Liquidation Proceeds received subsequent to the preceding
Prepayment Period applicable to such receipts, and (ii) monthly payments of
principal and interest due subsequent to the preceding Due Date.
Anniversary Determination Date: The Determination Date occurring in June of
each year that the Certificates are outstanding, commencing in June 2000.
Assignment of Proprietary Lease: With respect to a Cooperative Loan, the
assignment of the related Proprietary Lease from the Mortgagor to the originator
of the Cooperative Loan.
Assumed Monthly Payment Reduction: As of any Anniversary Determination Date
and as to any Non-Primary Residence Loan remaining in the Mortgage Pool whose
original principal balance was 80% or greater of the Original Value thereof, the
excess of (i) the Monthly Payment thereof calculated on the assumption that the
Mortgage Rate thereon was equal to the weighted average (by principal balance)
of the Net Mortgage Rates of all Outstanding Mortgage Loans (the "Weighted
Average Rate") as of such Anniversary Determination Date over (ii) the Monthly
Payment thereof calculated on the assumption that the Net Mortgage Rate thereon
was equal to the Weighted Average Rate less 1.25% per annum.
Available Funds: As to each Distribution Date, an amount equal to the sum
of (i) all amounts credited to the Mortgage Loan Payment Record pursuant to
Section 3.02 as of the preceding Determination Date, (ii) any Monthly Advance
and any Compensating Interest Payment for such Distribution Date, (iii) the
Purchase Price of any Defective Mortgage Loans and Defaulted Mortgage Loans
deposited in the Certificate Account on the Business Day preceding such
Distribution Date (including any amounts deposited in the Certificate Account in
connection with any substitution of a Mortgage Loan as specified in Section
2.03(b)), and (iv) the purchase price of any defaulted Mortgage Loan purchased
under an agreement entered into pursuant to Section 3.08(e) as of the end of the
preceding Prepayment Period less the sum of (x) the Amount Held for Future
Distribution, (y) the amount of any Unanticipated Recovery credited to the
Mortgage Loan Payment Record pursuant to clause (vi) of Section 3.02(b), and (z)
amounts permitted to be debited from the Mortgage Loan Payment Record pursuant
to clauses (i) through (vii) and (ix) of Section 3.04.
Bankruptcy Coverage Termination Date: The Distribution Date upon which the
Bankruptcy Loss Amount has been reduced to zero or a negative number (or the
Cross-Over Date, if earlier).
Bankruptcy Loss Amount: As of any Determination Date prior to the first
Anniversary Determination Date, the Bankruptcy Loss Amount shall equal $100,000,
as reduced by the aggregate amount of Deficient Valuations and Debt Service
Reductions since the Cut-off Date. As of any Determination Date after the first
Anniversary Determination Date, other than an Anniversary Determination Date,
the Bankruptcy Loss Amount shall equal the Bankruptcy Loss Amount on the
immediately preceding Anniversary Determination Date as reduced by the aggregate
amount of Deficient Valuations and Debt Service Reductions since such preceding
Anniversary Determination Date. As of any Anniversary Determination Date, the
Bankruptcy Loss Amount shall equal the lesser of (x) the Bankruptcy Loss Amount
as of the preceding Determination Date as reduced by any Deficient Valuations
and Debt Service Reductions for the preceding Distribution Date, and (y) the
greater of (i) the Fitch Formula Amount for such Anniversary Determination Date
and (ii) the Formula Amount for such Anniversary Determination Date.
The Bankruptcy Loss Amount may be further reduced by the Company (including
accelerating the manner in which such coverage is reduced) provided that prior
to any such reduction, the Company shall obtain written confirmation from each
Rating Agency that such reduction shall not adversely affect the then-current
rating assigned to the related Classes of Certificates by such Rating Agency and
shall provide a copy of such written confirmation to the Trustee.
BBA: The British Bankers' Association.
BIF: The Bank Insurance Fund of the FDIC, or its successor in interest.
Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee, ownership of which is reflected on the books of the
Depository or on the books of a person maintaining an account with such
Depository (directly or as an indirect participant in accordance with the rules
of such Depository). As of the Closing Date, each Class of Certificates, other
than the Class B3, Class B4, Class B5, Class R, Class PO and Class S
Certificates, constitutes a Class of Book-Entry Certificates.
Book-Entry Nominee: As defined in Section 5.02(b).
Business Day: Any day other than a Saturday or a Sunday, or a day on which
banking institutions in New York City or the city in which the Corporate Trust
Office is located are authorized or obligated by law or executive order to be
closed.
Buydown Funds: Funds contributed by the Mortgagor or another source in
order to reduce the interest payments required from the Mortgagor for a
specified period in specified amounts.
Buydown Mortgage Loan: Any Mortgage Loan as to which the Mortgagor pays
less than the full monthly payment specified in the Mortgage Note during the
Buydown Period and the difference between the amount paid by the Mortgagor and
the amount specified in the Mortgage Note is paid from the related Buydown
Funds.
Buydown Period: The period during which Buydown Funds are required to be
applied to the related Buydown Mortgage Loan.
Certificate: Any one of the certificates signed and countersigned by the
Trustee in substantially the forms attached hereto as Exhibit A.
Certificate Account: The trust account or accounts created and maintained
with the Trustee pursuant to Section 3.02 and which must be an Eligible Account.
Certificate Interest Rate: With respect to any Class of Certificates, other
than the Class S Certificates or any LIBOR Certificates, and as of any
Distribution Date, the per annum rate specified or described in Section 5.01(b).
With respect to any Class of LIBOR Certificates, the per annum variable rate at
any time at which interest accrues on the Certificates of such Class, as
determined pursuant to Section 5.01(f). With respect to the Class S Certificates
and any Distribution Date, the Strip Rate for such Distribution Date.
Certificate Owner: With respect to any Book-Entry Certificate, the person
who is the beneficial owner thereof.
Certificate Principal Balance: As to any Certificate other than a Notional
Certificate, and as of any Distribution Date, the Initial Certificate Principal
Balance of such Certificate (plus, in the case of any Accrual Certificate, its
Percentage Interest of any related Accrual Amount for each previous Distribution
Date) less the sum of (i) all amounts distributed with respect to such
Certificate in reduction of the Certificate Principal Balance thereof on
previous Distribution Dates pursuant to Section 4.01, (ii) any Realized Losses
allocated to such Certificate on previous Distribution Dates pursuant to Section
4.03(b) and (c), and (iii) in the case of a Subordinate Certificate, such
Certificate's Percentage Interest of the Subordinate Certificate Writedown
Amount allocated to such Certificate on previous Distribution Dates. The
Notional Certificates are issued without Certificate Principal Balances.
Certificate Register and Certificate Registrar: The register maintained and
the registrar appointed pursuant to Section 5.02.
Certificateholder or Holder: The person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purposes of
giving any consent pursuant to this Agreement, a Certificate of any Class to the
extent that the Company or any affiliate is the Certificate Owner or Holder
thereof (except to the extent the Company or any affiliate thereof shall be the
Certificate Owner or Holder of all Certificates of such Class), shall be deemed
not to be outstanding and the Percentage Interest (or Voting Rights) evidenced
thereby shall not be taken into account in determining whether the requisite
amount of Percentage Interests (or Voting Rights) necessary to effect any such
consent has been obtained; provided, however, that in determining whether the
Trustee shall be protected in relying on such consent only the Certificates that
the Trustee knows to be so held shall be so disregarded.
Class: All Certificates bearing the same class designation.
Class A1 Percentage: With respect to any Distribution Date, the percentage
(carried to six decimal places) obtained by dividing (x) the aggregate
Certificate Principal Balance of the Class A1 Certificates immediately preceding
such Distribution Date, by (y) the aggregate Certificate Principal Balance of
all the Certificates (other than the Class PO Certificates) immediately
preceding such Distribution Date.
Class A1 Prepayment Distribution Percentage: 0% through the Distribution
Date in May 2004; 30% thereafter through the Distribution Date in May 2005; 40%
thereafter through the Distribution Date in May 2006; 60% thereafter through the
Distribution Date in May 2007; 80% thereafter through the Distribution Date in
May 2008; and 100% thereafter.
Class A1 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 (without
application of the Senior Percentage or the Senior Prepayment Percentage)
multiplied by the Class A1 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 Class A1
Percentage for such date and (y) the Class A1 Prepayment Distribution Percentage
for such date; provided, however, that (i) on the Group I Final Distribution
Date, the Class A1 Principal Distribution Amount will be increased by any
portion of the Senior Optimal Principal Amount remaining for distribution under
clause (1)(b)(I)(B) of the Senior Principal Priorities after distributions of
principal have been made on the Group I Senior Certificates and (ii) following
the Group I Final Distribution Date, the Class A1 Principal Distribution Amount
will equal the portion of the Senior Optimal Principal Amount available for
distribution under clause (1)(b)(I) of the Senior Principal Priorities.
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).
Class PO Principal Distribution Amount: As to any Distribution Date, an
amount equal to the sum of the applicable PO Percentage of:
(i) the principal portion of each Monthly Payment due on the related Due
Date on each Outstanding Mortgage Loan as of such Due Date as specified in the
amortization schedule at the time applicable thereto (after adjustments for
previous Principal Prepayments and the principal portion of Debt Service
Reductions subsequent to the Bankruptcy Coverage Termination Date but before any
adjustment to such amortization schedule by reason of any bankruptcy (except as
aforesaid) or similar proceeding or any moratorium or similar waiver or grace
period);
(ii) all principal prepayments in part received during the related
Prepayment Period, together with the Scheduled Principal Balance (as reduced by
any Deficient Valuation occurring on or prior to the Bankruptcy Coverage
Termination Date) of each Mortgage Loan which was the subject of a Voluntary
Principal Prepayment in full during the related Prepayment Period;
(iii) the sum of (A) all Net Liquidation Proceeds allocable to principal
received in respect of each Mortgage Loan that became a Liquidated Mortgage Loan
during the related Prepayment Period (other than Mortgage Loans described in
clause (B)) and (B) the principal balance of each Mortgage Loan purchased by an
insurer from the Trustee pursuant to the related Primary Insurance Policy, in
each case during the related Prepayment Period;
(iv) the Scheduled Principal Balance (as reduced by any Deficient Valuation
occurring on or prior to the Bankruptcy Coverage Termination Date) of each
Mortgage Loan which was purchased on such Distribution Date pursuant to Section
2.02, 2.03(a) or 3.16; and
(v) the Substitution Amount for any Mortgage Loan substituted during the
month of such Distribution Date; for purposes of this clause (v), the definition
of "Substitution Amount" shall be modified to reduce the Scheduled Principal
Balance of the Mortgage Loan that is substituted for by any Deficient Valuation
occurring on or prior to the Bankruptcy Coverage Termination Date.
For purposes of clause (ii) above, a Voluntary Principal Prepayment in full
with respect to a Mortgage Loan serviced by a Primary Servicer shall be deemed
to have been received when the Company, as servicer, receives notice thereof.
Closing Date: May 27, 1999.
Code: The Internal Revenue Code of 1986, as it may be amended from time to
time, any successor statutes thereto, and applicable U.S. Department of the
Treasury temporary or final regulations promulgated thereunder.
COFI: The monthly weighted average cost of funds for savings institutions
the home offices of which are located in Arizona, California, or Nevada that are
member institutions of the Eleventh Federal Home Loan Bank District, as computed
from statistics tabulated and published by the Federal Home Loan Bank of San
Francisco in its monthly Information Bulletin.
COFI Certificates: None.
COFI Determination Date: As to each Interest Accrual Period for any COFI
Certificates, the last Business Day of the calendar month preceding the
commencement of such Interest Accrual Period.
Company: GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey, or its successor in interest
or, if any successor servicer is appointed as herein provided, then such
successor servicer.
Compensating Interest Payment: With respect to any Distribution Date, an
amount equal to the aggregate of the Interest Shortfalls described in clauses
(a) and (b) of the definition thereof with respect to such Distribution Date;
provided, however, that such amount shall not exceed the lesser of (i) an amount
equal to the product of (x) the Pool Scheduled Principal Balance with respect to
such Distribution Date and (y) one-twelfth of 0.125%, and (ii) the aggregate of
the Servicing Fees that the Company would be entitled to retain on such
Distribution Date (less any portion thereof paid as servicing compensation to
any Primary Servicer) without giving effect to any Compensating Interest
Payment.
Component: Any of the components of a Class of Component Certificates
having the designations and the initial Component Principal Balances as follows:
Initial Component
Designation Principal Balance
----------- -----------------
N/A N/A
Component Certificate: None.
Component Interest Rate: None.
Component Principal Balance: As of any Distribution Date, and with respect
to any Component, other than any Notional Component, the initial Component
Principal Balance thereof (as set forth, as applicable, in the definition of
Component) (plus, in the case of any Accrual Component, any related Accrual
Amount for each previous Distribution Date) less the sum of (x) all amounts
distributed in reduction thereof on previous Distribution Dates pursuant to
Section 4.01 and (y) the amount of all Realized Losses allocated thereto
pursuant to Section 4.03(d).
Confirmatory Mortgage Note: With respect to any Mortgage Loan, a note or
other evidence of indebtedness executed by the Mortgagor confirming its
obligation under the note or other evidence of indebtedness previously executed
by the Mortgagor upon the origination of the related Mortgage Loan.
Cooperative: A private, cooperative housing corporation organized in
accordance with applicable state laws which owns or leases land and all or part
of a building or buildings located in the relevant state, including apartments,
spaces used for commercial purposes and common areas therein and whose board of
directors authorizes, among other things, the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building owned
or leased by a Cooperative, which unit the Mortgagor has an exclusive right to
occupy pursuant to the terms of one or more Proprietary Leases.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate(s), (iii) an
assignment of the Proprietary Lease(s), (iv) financing statements and (v) a
stock power (or other similar instrument), and in addition thereto, a
recognition agreement between the Cooperative and the originator of the
Cooperative Loan, each of which was transferred and assigned to the Trustee
pursuant to Section 2.01 and are from time to time held as part of the Trust
Fund. The Mortgage Loans identified as such in Exhibit C hereto are Cooperative
Loans.
Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan, the
stock certificate(s) or other instrument evidencing the related Cooperative
Stock.
Corporate Trust Office: The principal office of the Trustee at which at any
particular time its corporate trust business shall be administered, which office
at the date of the execution of this instrument is located at 225 Franklin
Street, Boston, Massachusetts 02110, Attention: Corporate Trust Department.
Cross-Over Date: The first Distribution Date on which the aggregate Class
Certificate Principal Balance of the Junior Certificates has been reduced to
zero (giving effect to all distributions on such Distribution Date).
Cut-off Date: May 1, 1999.
Debt Service Reduction: As to any Mortgage Loan and any Determination Date,
the excess of (a) the then current Monthly Payment for such Mortgage Loan over
(b) the amount of the monthly payment of principal and interest required to be
paid by the Mortgagor as established by a court of competent jurisdiction as a
result of a proceeding initiated by or against the related Mortgagor under the
Bankruptcy Code, as amended from time to time (11 U.S.C.).
Deceased Holder: With respect to a Holder of any Designated Retail
Certificate, as defined in Section 4.10(b).
Defaulted Mortgage Loan: With respect to any Determination Date, a Mortgage
Loan as to which the related Mortgagor has failed to make unexcused payment in
full of a total of three or more consecutive installments of principal and
interest, and as to which such delinquent installments have not been paid, as of
the close of business on the last Business Day of the month next preceding the
month of such Determination Date.
Defective Mortgage Loan: Any Mortgage Loan which is required to be
purchased by the Company (or which the Company may replace with a substitute
Mortgage Loan) pursuant to Section 2.02 or 2.03(a).
Deficient Valuation: As to any Mortgage Loan and any Determination Date,
the excess of (a) the then outstanding indebtedness under such Mortgage Loan
over (b) the valuation by a court of competent jurisdiction of the related
Mortgaged Property as a result of a proceeding initiated by or against the
related Mortgagor under the Bankruptcy Code, as amended from time to time (11
U.S.C.), pursuant to which such Mortgagor retained such Mortgaged Property.
Definitive Certificate: Any Certificate, other than a Book-Entry
Certificate, issued in definitive, fully registered form.
Definitive Restricted Junior Certificate: Any Restricted Junior Certificate
that is in the form of a Definitive Certificate.
Depository: The initial Depository shall be The Depository Trust Company,
the nominee of which is CEDE & Co. The Depository shall at all times be a
"clearing corporation" as defined in Section 8-102(a)(5) of the Uniform
Commercial Code of the State of New York, as amended, or any successor
provisions thereto.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for which, from time to time, the Depository effects
book-entry transfers and pledges of securities deposited with such Depository.
Designated Loan Closing Documents: With respect to any Designated Loan, a
Lost Note Affidavit substantially in the form of Exhibit L, and an assignment of
the related Mortgage to the Trustee in recordable form (except for the omission
therein of recording information concerning such Mortgage).
Designated Loans: The Mortgage Loans listed in Exhibit M hereto.
Designated Rate: 6.25% per annum.
Designated Retail Certificate: None.
Designated Telerate Page: The Dow Jones Telerate Service page 3750 (or such
other page as may replace page 3750 on that service or such other service as may
be nominated by the BBA for the purpose of displaying the Interest Settlement
Rates).
Determination Date: With respect to any Distribution Date, the fifth
Business Day prior thereto.
Discount Mortgage Loan: Any Mortgage Loan with a Net Mortgage Rate less
than the Designated Rate.
Disqualified Organization: Any of the following: (i) the United States, any
State or political subdivision thereof, or any agency or instrumentality of any
of the foregoing (including but not limited to state pension organizations);
(ii) a foreign government, International Organization or any agency or
instrumentality of either of the foregoing; (iii) an organization (except
certain farmers' cooperatives described in Code section 521) which is exempt
from tax imposed by Chapter 1 of the Code (including the tax imposed by section
511 of the Code on unrelated business taxable income); and (iv) a rural electric
and telephone cooperative described in Code section 1381(a)(2)(C). The terms
"United States," "State" and "International Organization" shall have the
meanings set forth in Code section 7701 or successor provisions. A corporation
will not be treated as an instrumentality of the United States or of any State
or political subdivision thereof for these purposes if all of its activities are
subject to tax and a majority of its board of directors is not selected by such
governmental unit.
Distribution Date: The 25th day of each calendar month after the month of
initial issuance of the Certificates, or, if such 25th day is not a Business
Day, the next succeeding Business Day.
Distribution Date Statement: The statement referred to in Section 4.05(a).
Document File: As defined in Section 2.01.
Due Date: The first day of the month of the related Distribution Date.
Eligible Account: An account that is either (i) maintained with a
depository institution the debt obligations of which have been rated by each
Rating Agency in one of its two highest long-term rating categories and has been
assigned by S&P its highest short-term rating, (ii) an account or accounts the
deposits in which are fully insured by either the BIF or the SAIF, (iii) an
account or accounts, in a depository institution in which such accounts are
insured by the BIF or the SAIF (to the limits established by the FDIC), the
uninsured deposits in which accounts are either invested in Permitted
Investments or are otherwise secured to the extent required by the Rating
Agencies such that, as evidenced by an Opinion of Counsel delivered to the
Trustee, the Certificateholders have a claim with respect to the funds in such
account or a perfected first security interest against any collateral (which
shall be limited to Permitted Investments) securing such funds that is superior
to claims of any other depositors or creditors of the depository institution
with which such account is maintained, (iv) a trust account maintained with the
corporate trust department of a federal or state chartered depository
institution or of a trust company with trust powers and acting in its fiduciary
capacity for the benefit of the Trustee hereunder or (v) such account as will
not cause either Rating Agency to downgrade or withdraw its then-current rating
assigned to the Certificates, as evidenced in writing by the Rating Agencies.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA-Restricted Certificate: Any Junior Certificate.
Event of Default: An event described in Section 7.01.
Excess Bankruptcy Loss: Any Deficient Valuation or Debt Service Reduction,
or portion thereof, (i) occurring after the Bankruptcy Coverage Termination Date
or (ii) if on such date, in excess of the then-applicable Bankruptcy Loss
Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, (i) occurring after
the Fraud Coverage Termination Date or (ii) if on such date, in excess of the
then-applicable Fraud Loss Amount.
Excess Loss: Any Excess Bankruptcy Loss, Excess Fraud Loss or Excess
Special Hazard Loss.
Excess Special Hazard Loss: Any Special Hazard Loss, or portion thereof,
(i) occurring after the Special Hazard Termination Date or (ii) if on such date,
in excess of the then-applicable Special Hazard Loss Amount.
FDIC: The Federal Deposit Insurance Corporation, or its successor in
interest.
FHLMC: The Federal Home Loan Mortgage Corporation or its successor in
interest.
Financial Intermediary: A broker, dealer, bank or other financial
institution or other Person that clears through or maintains a custodial
relationship with a Depository Participant.
Fitch: Fitch IBCA, Inc. and its successors.
Fitch Formula Amount: As to each Anniversary Determination Date, the
greater of (i) $50,000 and (ii) the product of (x) the greatest Assumed Monthly
Payment Reduction for any Non-Primary Residence Loan whose original principal
balance was 80% or greater of the Original Value thereof, (y) the weighted
average remaining term to maturity (expressed in months) of all the Non-Primary
Residence Loans remaining in the Mortgage Pool as of such Anniversary
Determination Date, and (z) the sum of (A) one plus (B) the number of all
remaining Non-Primary Residence Loans divided by the total number of Outstanding
Mortgage Loans as of such Anniversary Determination Date.
FNMA: The Federal National Mortgage Association or its successor in
interest.
Formula Amount: As to each Anniversary Determination Date, the greater of
(i) $100,000 and (ii) the product of (x) 0.06% and (y) the Scheduled Principal
Balance of each Mortgage Loan remaining in the Mortgage Pool whose original
principal balance was 75% or greater of the Original Value thereof.
Fraud Coverage Termination Date: The Distribution Date upon which the
related Fraud Loss Amount has been reduced to zero or a negative number (or the
Cross-Over Date, if earlier).
Fraud Loss: Any Realized Loss attributable to fraud in the origination of
the related Mortgage Loan.
Fraud Loss Amount: As of any Distribution Date after the Cut-off Date, (x)
prior to the first anniversary of the Cut-off Date, an amount equal to
$1,926,601 minus the aggregate amount of Fraud Losses that would have been
allocated to the Junior Certificates in accordance with Section 4.03 in the
absence of the Loss Allocation Limitation since the Cut-off Date, and (y) from
the first to the fifth anniversary of the Cut-off Date, an amount equal to (1)
the lesser of (a) the Fraud Loss Amount as of the most recent anniversary of the
Cut-off Date and (b) 1% (from the first to but excluding the third anniversaries
of the Cut-off Date) or 0.5% (from and including the third to but excluding the
fifth anniversaries of the Cut-off Date) of the aggregate outstanding principal
balance of all of the Mortgage Loans as of the most recent anniversary of the
Cut-off Date minus (2) the Fraud Losses that would have been allocated to the
Junior Certificates in accordance with Section 4.03 in the absence of the Loss
Allocation Limitation since the most recent anniversary of the Cut-off Date. On
or after the fifth anniversary of the Cut-off Date the Fraud Loss Amount shall
be zero.
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 A2 Certificate.
Initial Certificate Principal Balance: With respect to any Certificate,
other than a Notional Certificate, the Certificate Principal Balance of such
Certificate or any predecessor Certificate on the Closing Date.
Initial LIBOR Rate: None.
Insurance Proceeds: Proceeds paid pursuant to the Primary Insurance
Policies, if any, and amounts paid by any insurer pursuant to any other
insurance policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by the Primary Insurance Policies, if
any, or any other insurance policy or policies applicable to the Mortgage Loans.
Interest Accrual Period: With respect to any Distribution Date and any
Class of Certificates (other than any Class of Principal Only Certificates) or
Component, the one-month period ending on the last day of the month preceding
the month in which such Distribution Date occurs.
Interest Losses: The interest portion of (i) on or prior to the Cross-Over
Date, any Excess Losses and (ii) after the Cross-Over Date, any Realized Losses
and Debt Service Reductions.
Interest Settlement Rate: With respect to any Interest Accrual Period, the
rate (expressed as a percentage per annum) for one-month U.S. Dollar deposits
reported by the BBA at 11:00 a.m. London time on the related LIBOR Determination
Date and as it appears on the Designated Telerate Page.
Interest Shortfall: With respect to any Distribution Date and each Mortgage
Loan that during the related Prepayment Period was the subject of a Voluntary
Principal Prepayment or constitutes a Relief Act Mortgage Loan, an amount
determined as follows:
(A) partial principal prepayments: one month's interest at the applicable
Net Mortgage Rate on the amount of such prepayment;
(B) principal prepayments in full received on or after the sixteenth day of
the month preceding the month of such Distribution Date (or, in the case of the
first Distribution Date, on or after the Cut-off Date) but on or before the last
day of the month preceding the month of such Distribution Date, the difference
between (i) one month's interest at the applicable Net Mortgage Rate on the
Scheduled Principal Balance of such Mortgage Loan immediately prior to such
prepayment and (ii) the amount of interest for the calendar month of such
prepayment (adjusted to the applicable Net Mortgage Rate) received at the time
of such prepayment;
(C) principal prepayments in full received by the Company (or of which the
Company receives notice, in the case of a Mortgage Loan serviced by a Primary
Servicer) on or after the first day but on or before the fifteenth day of the
month of such Distribution Date: none; and
(D) Relief Act Mortgage Loans: As to any Relief Act Mortgage Loan, the
excess of (i) 30 days' interest (or, in the case of a Principal Prepayment in
full, interest to the date of prepayment) on the Scheduled Principal Balance
thereof (or, in the case of a Principal Prepayment in part, on the amount so
prepaid) at the related Net Mortgage Rate over (ii) 30 days' interest (or, in
the case of a Principal Prepayment in full, interest to the date of prepayment)
on such Scheduled Principal Balance (or, in the case of a Principal Prepayment
in part, on the amount so prepaid) at the Net Mortgage Rate required to be paid
by the Mortgagor as limited by application of the Relief Act.
Junior Certificate: Any Class M or Class B Certificate.
Junior Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum of the following (but in no event greater than the aggregate
Certificate Principal Balance of the Junior Certificates immediately prior to
such Distribution Date):
(i) the Junior Percentage of the applicable Non-PO Percentage of the
principal portion of each Monthly Payment due on the related Due Date on each
Outstanding Mortgage Loan as of such Due Date as specified in the amortization
schedule at the time applicable thereto (after adjustment for previous Principal
Prepayments and the principal portion of Debt Service Reductions subsequent to
the Bankruptcy Coverage Termination Date but before any adjustment to such
amortization schedule by reason of any bankruptcy (other than as aforesaid) or
similar proceeding or any moratorium or similar waiver or grace period);
(ii) the Junior Prepayment Percentage of the applicable Non-PO Percentage
of all principal prepayments in part received during the related Prepayment
Period, and 100% of any Senior Optimal Principal Amount not distributed to the
Senior Certificates on such Distribution Date, together with the Junior
Prepayment Percentage of the applicable Non-PO Percentage of the Scheduled
Principal Balance of each Mortgage Loan which was the subject of a Voluntary
Principal Prepayment in full during the related Prepayment Period;
(iii) the excess, if any, of (x) the applicable Non-PO Percentage of the
sum of (A) all Net Liquidation Proceeds allocable to principal received during
the related Prepayment Period (other than in respect of Mortgage Loans described
in clause (B)) and (B) the principal balance of each Mortgage Loan that was
purchased by an insurer from the Trustee during the related Prepayment Period
pursuant to the related Primary Insurance Policy, over (y) the amount
distributable pursuant to clause (iii) of the definition of Senior Optimal
Principal Amount on such Distribution Date;
(iv) the Junior Prepayment Percentage of the applicable Non-PO Percentage
of the Scheduled Principal Balance of each Mortgage Loan which was purchased on
such Distribution Date pursuant to Section 2.02, 2.03(a) or 3.16; and
(v) the Junior Prepayment Percentage of the applicable Non-PO Percentage of
the Substitution Amount for any Mortgage Loan substituted during the month of
such Distribution Date.
For purposes of clause (ii) above, a Voluntary Principal Prepayment in full
with respect to a Mortgage Loan serviced by a Primary Servicer shall be deemed
to have been received when the Company, as servicer, receives notice thereof.
After the Class Certificate Principal Balances of the Junior Certificates
have been reduced to zero, the Junior Optimal Principal Amount shall be zero.
Junior Percentage: As to any Distribution Date, the excess of 100% over the
Senior Percentage for such Distribution Date.
Junior Prepayment Percentage: As to any Distribution Date, the excess of
100% over the Senior Prepayment Percentage for such Distribution Date, except
that (i) after the aggregate Certificate Principal Balance of the Senior
Certificates other than the Class PO Certificates has been reduced to zero, the
Junior Prepayment Percentage shall be 100%, and (ii) after the Cross-Over Date,
the Junior Prepayment Percentage shall be zero.
Latest Possible Maturity Date: May 25, 2016.
LIBOR: With respect to any Interest Accrual Period, the per annum rate
determined, pursuant to Section 5.08, on the basis of the Interest Settlement
Rate or as otherwise provided in such Section.
LIBOR Certificate: None.
LIBOR Determination Date: The second London Banking Day immediately
preceding the commencement of each Interest Accrual Period for any LIBOR
Certificates.
Liquidated Mortgage Loan: Any defaulted Mortgage Loan as to which the
Company has determined that all amounts which it expects to recover on behalf of
the Trust Fund from or on account of such Mortgage Loan have been recovered,
including any Mortgage Loan with respect to which the Company determines not to
foreclose upon the related Mortgaged Property based on its belief that such
Mortgaged Property may be contaminated with or affected by hazardous or toxic
wastes, materials or substances.
Liquidation Expenses: Expenses which are incurred by the Company in
connection with the liquidation of any defaulted Mortgage Loan and not recovered
by the Company under any Primary Insurance Policy for reasons other than the
Company's failure to comply with Section 3.05, such expenses including, without
limitation, legal fees and expenses, and, regardless of when incurred, any
unreimbursed amount expended by the Company pursuant to Section 3.03 or Section
3.06 respecting the related Mortgage Loan and any related and unreimbursed
Property Protection Expenses.
Liquidation Proceeds: Cash (other than Insurance Proceeds) received in
connection with the liquidation of any defaulted Mortgage Loan whether through
judicial foreclosure or otherwise.
Living Holder: Any Certificate Owner of a Designated Retail Certificate,
other than a Deceased Holder.
Loan-to-Value Ratio: With respect to each Mortgage Loan, the original
principal amount of such Mortgage Loan, divided by the Original Value of the
related Mortgaged Property.
London Banking Day: Any day on which banks are open for dealing in foreign
currency and exchange in London, England.
Loss Allocation Limitation: As defined in Section 4.03(g).
Minimum Servicing Standards: As defined in Section 3.13(a).
MLCC: Merrill Lynch Credit Corporation, or its successor in interest.
Monthly Advance: With respect to any Distribution Date, the aggregate of
the advances required to be made by the Company pursuant to Section 4.04(a) (or
by the Trustee pursuant to Section 4.04(b)) on such Distribution Date, the
amount of any such Monthly Advance being equal to (a) the aggregate of payments
of principal and interest (adjusted to the related Net Mortgage Rate) on the
Mortgage Loans that were due on the related Due Date, without regard to any
arrangements entered into by the Company with the related Mortgagors pursuant to
Section 3.02(a)(ii), and delinquent as of the close of business on the Business
Day next preceding the related Determination Date, less (b) the amount of any
such payments which the Company or the Trustee, as applicable, in its reasonable
judgment believes will not be ultimately recoverable by it either out of late
payments by the Mortgagor, Net Liquidation Proceeds, Insurance Proceeds, REO
Proceeds or otherwise. With respect to any Mortgage Loan, the portion of any
such advance or advances made with respect thereto.
Monthly Payment: The scheduled monthly payment on a Mortgage Loan for any
month allocable to principal or interest on such Mortgage Loan.
Moody's: Moody's Investors Service, Inc. and its successors.
Mortgage: The mortgage or deed of trust creating a first lien on a fee
simple interest or leasehold estate in real property securing a Mortgage Note.
Mortgage 100SM Loan: A Mortgage Loan identified on Exhibit N hereof that
has a Loan-to-Value Ratio at origination in excess of 80.00% and that is secured
by Additional Collateral and does not have a Primary Insurance Policy.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining to
a particular Mortgage Loan and any additional documents required to be added to
such documents pursuant to this Agreement.
Mortgage Loan Payment Record: The record maintained by the Company pursuant
to Section 3.02(b).
Mortgage Loan Schedule: As of any date of determination, the schedule of
Mortgage Loans included in the Trust Fund. The initial schedule of Mortgage
Loans as of the Cut-off Date is attached hereto as Exhibit C.
Mortgage Loans: As of any date of determination, each of the mortgage loans
identified on the Mortgage Loan Schedule (as amended pursuant to Section
2.03(b)) delivered and assigned to the Trustee pursuant to Section 2.01 or
2.03(b), and not theretofore released from the Trust Fund by the Trustee.
Mortgage Note: With respect to any Mortgage Loan, the note or other
evidence of indebtedness (which may consist of a Confirmatory Mortgage Note)
evidencing the indebtedness of a Mortgagor under such Mortgage Loan.
Mortgage Pool: The aggregate of the Mortgage Loans identified in the
Mortgage Loan Schedule.
Mortgage Rate: The per annum rate of interest borne by a Mortgage Loan as
set forth in the related Mortgage Note.
Mortgaged Property: The underlying real property securing the Mortgage
Loan, or with respect to a Cooperative Loan, the related Proprietary Lease and
Cooperative Stock.
Mortgagor: With respect to any Mortgage Loan, each obligor on the related
Mortgage Note.
Net Interest Shortfall: With respect to any Distribution Date, the excess,
if any, of the aggregate Interest Shortfalls allocable to the Certificates (as
determined in accordance with the definition of Interest Shortfall) for such
Distribution Date over any Compensating Interest Payment for such date.
Net Liquidation Proceeds: As to any Liquidated Mortgage Loan, the sum of
(i) any Liquidation Proceeds therefor less the related Liquidation Expenses, and
(ii) any Insurance Proceeds therefor, other than any such Insurance Proceeds
applied to the restoration of the related Mortgaged Property.
Net Mortgage Rate: With respect to any Mortgage Loan, the related Mortgage
Rate less the applicable Servicing Fee Rate.
Non-Book-Entry Certificate: Any Certificate other than a Book-Entry
Certificate.
Non-Discount Mortgage Loan: Any Mortgage Loan with a Net Mortgage Rate
greater than or equal to the Designated Rate.
Non-permitted Foreign Holder: As defined in Section 5.02(b).
Non-PO Percentage: As to any Discount Mortgage Loan, a fraction (expressed
as a percentage), the numerator of which is the Net Mortgage Rate of such
Discount Mortgage Loan and the denominator of which is the Designated Rate. As
to any Non-Discount Mortgage Loan, 100%.
Non-Primary Residence Loan: Any Mortgage Loan secured by a Mortgaged
Property that is (on the basis of representations made by the Mortgagors at
origination) a second home or investor-owned property.
Nonrecoverable Advance: All or any portion of any Monthly Advance or
Monthly Advances previously made by the Company (or the Trustee) which, in the
reasonable judgment of the Company (or, as applicable, the Trustee) will not be
ultimately recoverable from related Net Liquidation Proceeds, Insurance
Proceeds, REO Proceeds or otherwise. The determination by the Company that it
has made a Nonrecoverable Advance or that any advance, if made, would constitute
a Nonrecoverable Advance, shall be evidenced by an Officer's Certificate of the
Company delivered to the Trustee and detailing the reasons for such
determination.
Non-U.S. Person: As defined in Section 4.02(c).
Notional Certificate: Any Class S Certificate.
Notional Component: None.
Notional Component Balance: None.
Notional Principal Balance: As to any Distribution Date and the Class S
Certificates, the aggregate Scheduled Principal Balance of the Outstanding
Non-Discount Mortgage Loans as of the Due Date in the month preceding such
Distribution Date. As to any Distribution Date and any Class S Certificate, such
Certificate's Percentage Interest of the aggregate Notional Principal Balance of
the Class S Certificates for such Distribution Date.
Officer's Certificate: A certificate signed by the President, a Senior Vice
President or a Vice President of the Company and delivered to the Trustee.
Opinion of Counsel: A written opinion of counsel, who may be counsel for
the Company; provided, however, that any Opinion of Counsel with respect to the
interpretation or application of the REMIC Provisions or the status of an
account as an Eligible Account shall be the opinion of independent counsel
satisfactory to the Trustee.
Original Subordinate Principal Balance: As set forth in the definition of
Senior Prepayment Percentage.
Original Value: The value of the property underlying a Mortgage Loan based,
in the case of the purchase of the underlying Mortgaged Property, on the lower
of an appraisal satisfactory to the Company or the sales price of such property
or, in the case of a refinancing, on an appraisal satisfactory to the Company.
Outstanding Mortgage Loan: With respect to any Due Date, a Mortgage Loan
which, prior to such Due Date, was not the subject of a Principal Prepayment in
full, did not become a Liquidated Mortgage Loan and was not purchased pursuant
to Section 2.02, 2.03(a) or 3.16 or replaced pursuant to Section 2.03(b).
Outstanding Non-Discount Mortgage Loan: Any Outstanding Mortgage Loan that
is a Non-Discount Mortgage Loan.
PAC Balance: As to any Distribution Date and any Class of PAC Certificates
and any PAC Component, the balance designated as such for such Distribution Date
and such Class or Component as set forth in the Principal Balance Schedules.
PAC Certificate: None.
PAC Component: None.
Parent PowerSM Loan: A Mortgage Loan identified on Exhibit N hereto that
has a Loan-to-Value Ratio at origination in excess of 80.00%, that is supported
by Additional Collateral and does not have a Primary Insurance Policy.
Pay-out Rate: With respect to any Class of Certificates (other than any
Class of Principal Only Certificates) and any Distribution Date, the rate at
which interest is distributed on such Class on such Distribution Date and which
is equal to a fraction (expressed as an annualized percentage) the numerator of
which is the Accrued Certificate Interest for such Class and Distribution Date,
and the denominator of which is the Class Certificate Principal Balance (or, in
the case of the Notional Certificates, the Notional Principal Balance) of such
Class immediately prior to such Distribution Date.
Percentage Interest: With respect to any Certificate, the percentage
interest in the undivided beneficial ownership interest in the Trust Fund
evidenced by Certificates of the same Class as such Certificate. With respect to
any Certificate, the Percentage Interest evidenced thereby shall equal the
Initial Certificate Principal Balance (or, in the case of a Notional
Certificate, the initial Notional Principal Balance) thereof divided by the
aggregate Initial Certificate Principal Balance (or, in the case of a Notional
Certificate, the aggregate initial Notional Principal Balance) of all
Certificates of the same Class.
Permitted Investments: One or more of the following; provided, however,
that no such Permitted Investment may mature later than the Business Day
preceding the Distribution Date after such investment except as otherwise
provided in Section 3.02(e) hereof, provided, further, that such investments
qualify as "cash flow investments" as defined in section 860G(a)(6) of the Code:
(i) obligations of, or guaranteed as to timely receipt of principal and
interest by, the United States or any agency or instrumentality thereof when
such obligations are backed by the full faith and credit of the United States;
(ii) repurchase agreements on obligations specified in clause (i) provided
that the unsecured obligations of the party agreeing to repurchase such
obligations are at the time rated by each Rating Agency in the highest long-term
rating category;
(iii) federal funds, certificates of deposit, time deposits and banker's
acceptances, of any U.S. depository institution or trust company incorporated
under the laws of the United States or any state provided that the debt
obligations of such depository institution or trust company at the date of
acquisition thereof have been rated by each Rating Agency in the highest
long-term rating category;
(iv) commercial paper of any corporation incorporated under the laws of the
United States or any state thereof which on the date of acquisition has the
highest short term rating of each Rating Agency; and
(v) other obligations or securities that are acceptable to each Rating
Agency as a Permitted Investment hereunder and will not, as evidenced in
writing, result in a reduction or withdrawal in the then current rating of the
Certificates.
Notwithstanding the foregoing, Permitted Investments shall not include
"stripped securities" and investments which contractually may return less than
the purchase price therefor.
Person: Any legal person, including any individual, corporation,
partnership, limited liability company, joint venture, association, joint-stock
company, trust, unincorporated organization or government or any agency or
political subdivision thereof.
Plan: Any Person which is an employee benefit plan subject to ERISA or a
plan subject to section 4975 of the Code.
Pledged Asset Loan-to-Value Ratio: With respect to any Pledged Asset
Mortgage Loan, (i) the original loan amount less the portion of any required
Additional Collateral which is covered by the Surety Bond, divided by (ii) the
Original Value of the related Mortgaged Property.
Pledged Asset Mortgage Loan: Each Mortgage 100SM Loan and Parent PowerSM
Loan purchased from MLCC that is supported by Additional Collateral and
identified on Exhibit N hereto.
Pledged Asset Mortgage Servicing Agreement: The Amended and Restated
Pledged Asset Mortgage Servicing Agreement, dated as of June 2, 1998, between
MLCC and the Company.
PO Percentage: As to any Discount Mortgage Loan, a fraction (expressed as a
percentage), the numerator of which is the excess of the Designated Rate over
the Net Mortgage Rate of such Discount Mortgage Loan and the denominator of
which is the Designated Rate. As to any Non-Discount Mortgage Loan, 0%.
Pool Scheduled Principal Balance: With respect to any Distribution Date,
the aggregate Scheduled Principal Balance of all the Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month next preceding the month
of such Distribution Date (or, in the case of the first Distribution Date, the
Cut-off Date; or, if so specified, such other date).
Prepayment Assumption: The assumed fixed schedule of prepayments on a pool
of new mortgage loans with such schedule given as a monthly sequence of
prepayment rates, expressed as annualized percent values. These values start at
0.2% per year in the first month, increase by 0.2% per year in each succeeding
month until month 30, ending at 6.0% per year. At such time, the rate remains
constant at 6.0% per year for the balance of the remaining term. Multiples of
the Prepayment Assumption are calculated from this prepayment rate series.
Prepayment Assumption Multiple: 300% of the Prepayment Assumption.
Prepayment Distribution Trigger: As of any Distribution Date and as to each
Class of Class B Certificates, the related Prepayment Distribution Trigger is
satisfied if (x) the fraction, expressed as a percentage, the numerator of which
is the aggregate Class Certificate Principal Balance of such Class and each
Class subordinate thereto, if any, on such Distribution Date, and the
denominator of which is the Pool Scheduled Principal Balance for such
Distribution Date, equals or exceeds (y) such percentage calculated as of the
Closing Date.
Prepayment Interest Excess: As to any Voluntary Principal Prepayment in
full received from the first day through the fifteenth day of any calendar month
(other than the calendar month in which the Cut-off Date occurs), all amounts
paid in respect of interest on such Principal Prepayment. For purposes of
determining the amount of Prepayment Interest Excess for any month, a Voluntary
Principal Prepayment in full with respect to a Mortgage Loan serviced by a
Primary Servicer shall be deemed to have been received when the Company, as
servicer, receives notice thereof. All Prepayment Interest Excess shall be
retained by the Company, as servicer, as additional servicing compensation.
Prepayment Period: With respect to any Distribution Date and any Voluntary
Principal Prepayment in part or other Principal Prepayment other than a
Voluntary Principal Prepayment in full, the calendar month preceding the month
of such Distribution Date; with respect to any Distribution Date and any
Voluntary Principal Prepayment in full, the period beginning on the sixteenth
day of the calendar month preceding the month of such Distribution Date (or, in
the case of the first Distribution Date, beginning on the Cut-off Date) and
ending on the fifteenth day of the month in which such Distribution Date occurs.
Primary Insurance Policy: The certificate of private mortgage insurance
relating to a particular Mortgage Loan, or an electronic screen print setting
forth the information contained in such certificate of private mortgage
insurance, including, without limitation, information relating to the name of
the mortgage insurance carrier, the certificate number, the loan amount, the
property address, the effective date of coverage, the amount of coverage and the
expiration date of the policy. Each such policy covers defaults by the
Mortgagor, which coverage shall equal the portion of the unpaid principal
balance of the related Mortgage Loan that exceeds 75% (or such lesser coverage
required or permitted by FNMA or FHLMC) of the Original Value of the underlying
Mortgaged Property.
Primary Servicer: Any servicer with which the Company has entered into a
servicing agreement, as described in Section 3.01(f).
Principal Balance Schedules: Any principal balance schedules attached
hereto, if applicable, as Exhibit B, setting forth the PAC Balances of any PAC
Certificates and PAC Components, the TAC Balances of any TAC Certificates and
TAC Components and the Scheduled Balances of any Scheduled Certificates and
Scheduled Components.
Principal Distribution Request: Any request for a distribution in reduction
of the Class Certificate Principal Balance of any Designated Retail Certificate,
submitted in writing to a Depository Participant or Financial Intermediary (or,
if such Designated Retail Certificate is no longer represented by a Book-Entry
Certificate, to the Trustee) by the Certificate Owner (or Certificateholder) of
such Designated Retail Certificate pursuant to Section 4.10(c) or 4.10(g), as
applicable.
Principal Only Certificate: Any Class PO Certificate.
Principal Only Component: None.
Principal Prepayment: Any payment or other recovery of principal on a
Mortgage Loan (including, for this purpose, any refinancing permitted by Section
3.01 and any REO Proceeds treated as such pursuant to Section 3.08(b)) which is
received in advance of its scheduled Due Date and is not accompanied by an
amount of interest representing scheduled interest for any month subsequent to
the month of prepayment.
Private Placement Memorandum: The Company's private placement memorandum
relating to the placement of the Restricted Junior Certificates dated the date
of the prospectus supplement referred to in the definition of Prospectus.
Prohibited Transaction Exemption: U.S. Department of Labor Prohibited
Transaction Exemption 90-29, 55 Fed. Reg. 21459, May 24, 1990.
Property Protection Expenses: With respect to any Mortgage Loan, expenses
paid or incurred by or for the account of the Company in accordance with the
related Mortgage for (a) real estate property taxes and property repair,
replacement, protection and preservation expenses and (b) similar expenses
reasonably paid or incurred to preserve or protect the value of such Mortgage to
the extent the Company is not reimbursed therefor pursuant to the Primary
Insurance Policy, if any, or any other insurance policy with respect thereto.
Proprietary Lease: With respect to a Cooperative Loan, the proprietary
lease(s) or occupancy agreement with respect to the Cooperative Apartment
occupied by the Mortgagor and relating to the related Cooperative Stock, which
lease or agreement confers an exclusive right to the holder of such Cooperative
Stock to occupy such apartment.
Prospectus: The Company's prospectus supplement dated May 24, 1999, and the
related prospectus dated April 22, 1999, relating to the public offering of the
Certificates other than the Restricted Certificates.
Purchase Price: With respect to any Mortgage Loan required or permitted to
be purchased hereunder from the Trust Fund, an amount equal to 100% of the
unpaid principal balance thereof plus interest thereon at the applicable
Mortgage Rate from the date to which interest was last paid to the first day of
the month in which such purchase price is to be distributed; provided, however,
that if the Company is the servicer hereunder, such purchase price shall be net
of unreimbursed Monthly Advances with respect to such Mortgage Loan, and the
interest component of the Purchase Price may be computed on the basis of the Net
Mortgage Rate for such Mortgage Loan.
QIB: A "qualified institutional buyer" as defined in Rule 144A under the
Securities Act of 1933, as amended.
Random Lot: With respect to any Distribution Date prior to the Cross-Over
Date, if the amount available for distribution in reduction of the Class
Certificate Principal Balance of any Class of Designated Retail Certificates on
such Distribution Date exceeds the amount needed to honor all Principal
Distribution Requests with respect to such Class on such date, the method by
which the Depository will determine which Depository Participants holding
interests in such Class of Certificates will receive payments of amounts
distributable in respect of principal on such Class on such Distribution Date,
using its established random lot procedures or, if such Class of Certificates is
no longer represented by Book-Entry Certificates, the method by which the
Trustee will determine which Certificates of such Class will receive payments of
amounts distributable in respect of principal on such Class on such Distribution
Date, using its own random lot procedures comparable to those used by the
Depository.
Rating Agency: Any statistical credit rating agency, or its successor, that
rated any of the Certificates at the request of the Company at the time of the
initial issuance of the Certificates. If such agency or a successor is no longer
in existence, "Rating Agency" shall be such statistical credit rating agency, or
other comparable Person, designated by the Company, notice of which designation
shall be given to the Trustee. References herein to the two highest long-term
rating categories of a Rating Agency shall mean such ratings without any
modifiers. As of the date of the initial issuance of the Certificates, the
Rating Agencies are Fitch and S&P; except that for purposes of the Junior
Certificates, other than the Class B5 Certificates, Fitch shall be the sole
Rating Agency. The Class B5 Certificates are issued without ratings.
Realized Loss: Any (i) Deficient Valuation or (ii) as to any Liquidated
Mortgage Loan, (x) the unpaid principal balance of such Liquidated Mortgage Loan
plus accrued and unpaid interest thereon at the Net Mortgage Rate through the
last day of the month of such liquidation less (y) the related Liquidation
Proceeds and Insurance Proceeds (as reduced by the related Liquidation
Expenses).
Record Date: The last Business Day of the month immediately preceding the
month of the related Distribution Date.
Reference Banks: As defined in Section 5.08.
Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended.
Relief Act Mortgage Loan: Any Mortgage Loan as to which the Monthly Payment
thereof has been reduced due to the application of the Relief Act.
REMIC: A "real estate mortgage investment conduit" within the meaning of
section 860D of the Code.
REMIC Provisions: Provisions of the federal income tax law relating to real
estate mortgage investment conduits, which appear at sections 860A through 860G
of Part IV of Subchapter M of Chapter 1 of the Code, and related provisions, and
U.S. Department of the Treasury temporary or final regulations promulgated
thereunder, as the foregoing may be in effect from time to time, as well as
provisions of applicable state laws.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Mortgage
Loan and as to which the related Mortgaged Property is held as part of the Trust
Fund.
REO Proceeds: Proceeds, net of any related expenses of the Company,
received in respect of any REO Mortgage Loan (including, without limitation,
proceeds from the rental of the related Mortgaged Property).
Required Surety Payment: With respect to any Pledged Asset Mortgage Loan
that becomes a Liquidated Mortgage Loan, the lesser of (i) the principal portion
of the Realized Loss with respect to such Mortgage Loan and (ii) the excess, if
any, of (a) the amount of Additional Collateral required at origination with
respect to such Mortgage Loan which is covered by the Surety Bond over (b) the
net proceeds realized by MLCC from the liquidation of the related Additional
Collateral.
Reserve Fund: None.
Reserve Interest Rate: As defined in Section 5.08.
Residual Certificate: Any Class R Certificate.
Responsible Officer: When used with respect to the Trustee, any officer or
assistant officer assigned to and working in the Corporate Trust Department of
the Trustee and, also, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.
Restricted Certificate: Any Restricted Junior Certificate, Class PO or
Class S Certificate.
Restricted Junior Certificate: Any Class B3, Class B4 or Class B5
Certificate.
Rounding Account: With respect to each Class of Designated Retail
Certificates, the respective segregated, non-interest bearing Eligible Account
created and maintained therefor pursuant to Section 4.10.
Rounding Account Depositor: None.
Rounding Amount: With respect to any Class of Designated Retail
Certificates and each Distribution Date prior to the Cross-Over Date on which
such Class of Certificates is entitled to a distribution in reduction of the
Class Certificate Principal Balance thereof, the amount, if any, necessary to
round the aggregate of such distribution (after giving effect to any deposit
into the related Rounding Account on such Distribution Date) upward to the next
higher integral multiple of $1,000.
S&P: Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc., and its successors.
SAIF: The Savings Association Insurance Fund of the FDIC, or its successor
in interest.
Scheduled Balance: As to any Distribution Date and any Class of Scheduled
Certificates and any Scheduled Component, the balance designated as such for
such Distribution Date and such Class or Component as set forth in the Principal
Balance Schedules.
Scheduled Certificate: None.
Scheduled Component: None.
Scheduled Principal Balance: As to any Mortgage Loan and Distribution Date,
the principal balance of such Mortgage Loan as of the Due Date in the month next
preceding the month of such Distribution Date (or, if so specified, such other
date) as specified in the amortization schedule at the time relating to such
Mortgage Loan (before any adjustment to such amortization schedule by reason of
any bankruptcy or similar proceeding or any moratorium or similar waiver or
grace period) after giving effect to any previous Principal Prepayments,
Deficient Valuations incurred subsequent to the Bankruptcy Coverage Termination
Date, adjustments due to the application of the Relief Act and the payment of
principal due on such Due Date, irrespective of any delinquency in payment by
the related Mortgagor. As to any Mortgage Loan and the Cut-off Date, the "unpaid
balance" thereof specified in the initial Mortgage Loan Schedule.
Security Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock and Proprietary Lease.
Senior Certificate: Any Certificate other than a Junior Certificate or
Class S Certificate.
Senior Certificate Principal Balance: As of any Distribution Date, an
amount equal to the sum of the Certificate Principal Balances of the Senior
Certificates (other than any Class PO Certificates).
Senior Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum of:
(i) the Senior Percentage of the applicable Non-PO Percentage of the
principal portion of each Monthly Payment due on the related Due Date on each
Outstanding Mortgage Loan as of such Due Date as specified in the amortization
schedule at the time applicable thereto (after adjustments for previous
Principal Prepayments and the principal portion of Debt Service Reductions
subsequent to the Bankruptcy Coverage Termination Date but before any adjustment
to such amortization schedule by reason of any bankruptcy (except as aforesaid)
or similar proceeding or any moratorium or similar waiver or grace period);
(ii) the Senior Prepayment Percentage of the applicable Non-PO Percentage
of all principal prepayments in part received during the related Prepayment
Period, together with the Senior Prepayment Percentage of the applicable Non-PO
Percentage of the Scheduled Principal Balance of each Mortgage Loan which was
the subject of a Voluntary Principal Prepayment in full during the related
Prepayment Period;
(iii) the lesser of (x) the Senior Percentage of the applicable Non-PO
Percentage of the sum of (A) the Scheduled Principal Balance of each Mortgage
Loan that became a Liquidated Mortgage Loan (other than Mortgage Loans described
in clause (B)) during the related Prepayment Period and (B) the Scheduled
Principal Balance of each Mortgage Loan that was purchased by an insurer from
the Trustee during the related Prepayment Period pursuant to the related Primary
Insurance Policy, as reduced in each case by the Senior Percentage of the
applicable Non-PO Percentage of the principal portion of any Excess Losses
(other than Excess Bankruptcy Losses attributable to Debt Service Reductions),
and (y) the Senior Prepayment Percentage of the applicable Non-PO Percentage of
the sum of (A) all Net Liquidation Proceeds allocable to principal received in
respect of each such Liquidated Mortgage Loan (other than Mortgage Loans
described in clause (B)) and (B) the principal balance of each such Mortgage
Loan purchased by an insurer from the Trustee pursuant to the related Primary
Insurance Policy, in each case during the related Prepayment Period;
(iv) the Senior Prepayment Percentage of the applicable Non-PO Percentage
of the Scheduled Principal Balance of each Mortgage Loan which was purchased on
such Distribution Date pursuant to Section 2.02, 2.03(a) or 3.16; and
(v) the Senior Prepayment Percentage of the applicable Non-PO Percentage of
the Substitution Amount for any Mortgage Loan substituted during the month of
such Distribution Date.
For purposes of clause (ii) above, a Voluntary Principal Prepayment in full
with respect to a Mortgage Loan serviced by a Primary Servicer shall be deemed
to have been received when the Company, as servicer, receives notice thereof.
Senior Percentage: As to any Distribution Date, the lesser of (i) 100% and
(ii) the percentage (carried to six places rounded up) obtained by dividing the
Senior Certificate Principal Balance immediately prior to such Distribution Date
by an amount equal to the sum of the Certificate Principal Balances of all the
Certificates other than any Class PO Certificates immediately prior to such
Distribution Date.
Senior Prepayment Percentage: For any Distribution Date occurring prior to
the fifth anniversary of the first Distribution Date, 100%. For any Distribution
Date occurring on or after the fifth anniversary of the first Distribution Date,
an amount as follows:
(i) for any Distribution Date subsequent to May 2004 to and including the
Distribution Date in May 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 May 2005 to and including the
Distribution Date in May 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 May 2006 to and including the
Distribution Date in May 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 May 2007 to and including the
Distribution Date in May 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 June 2004 and
May 2005, (b) 35% of the Original Subordinate Principal Balance if such
Distribution Date occurs between and including June 2005 and May 2006, (c) 40%
of the Original Subordinate Principal Balance if such Distribution Date occurs
between and including June 2006 and May 2007, (d) 45% of the Original
Subordinate Principal Balance if such Distribution Date occurs between and
including June 2007 and May 2008 and (e) 50% of the Original Subordinate
Principal Balance if such Distribution Date occurs during or after June 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 June
2004 and May 2005, (b) 15% of the Original Subordinate Principal Balance if such
Distribution Date occurs between and including June 2005 and May 2006, (c) 20%
of the Original Subordinate Principal Balance if such Distribution Date occurs
between and including June 2006 and May 2007, (d) 25% of the Original
Subordinate Principal Balance if such Distribution Date occurs between and
including June 2007 and May 2008 and (e) 30% of the Original Subordinate
Principal Balance if such Distribution Date occurs during or after June 2008.
Senior Principal Priorities: The priorities for the distribution of
principal to the Senior Certificates set for in Exhibit O hereto.
Servicer's Certificate: A certificate, completed by and executed on behalf
of the Company by a Servicing Officer in accordance with Section 4.06,
substantially in the form of Exhibit D hereto or in such other form as the
Company and the Trustee shall agree.
Servicing Fee: As to any Mortgage Loan and Distribution Date, an amount
equal to the product of (i) the Scheduled Principal Balance of such Mortgage
Loan as of the Due Date in the preceding calendar month and (ii) the Servicing
Fee Rate for such Mortgage Loan.
Servicing Fee Rate: As to any Mortgage Loan, the per annum rate identified
as such for such Mortgage Loan and set forth in the Mortgage Loan Schedule.
Servicing Officer: Any officer of the Company involved in, or responsible
for, the administration and servicing of the Mortgage Loans whose name appears
on a list of servicing officers attached to an Officer's Certificate furnished
to the Trustee by the Company, as such list may from time to time be amended.
Single Certificate: A Certificate with an Initial Certificate Principal
Balance, or initial Notional Principal Balance, of $1,000 or, in the case of a
Class of Certificates issued with an initial Class Certificate Principal Balance
or initial Notional Principal Balance of less than $1,000, such lesser amount.
Special Event Loss: Any Fraud Loss, Special Hazard Loss or Deficient
Valuation.
Special Hazard Loss: (i) A Realized Loss suffered by a Mortgaged Property
on account of direct physical loss, exclusive of (a) any loss covered by a
hazard policy or a flood insurance policy required to be maintained in respect
of such Mortgaged Property under Section 3.06 and (b) any loss caused by or
resulting from:
(A) normal wear and tear;
(B) conversion or other dishonest act on the part of the Trustee, the
Company or any of their agents or employees; or
(C) errors in design, faulty workmanship or faulty materials, unless the
collapse of the property or a part thereof ensues;
or (ii) any Realized Loss suffered by the Trust Fund arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy required to be maintained
in respect of such Mortgaged Property under Section 3.06.
Special Hazard Loss Amount: As of any Distribution Date, an amount equal to
$1,926,601 minus the sum of (i) the aggregate amount of Special Hazard Losses
that would have been allocated to the Junior Certificates in accordance with
Section 4.03 in the absence of the Loss Allocation Limitation and (ii) the
Adjustment Amount (as defined below) as most recently calculated. On each
anniversary of the Cut-off Date, the "Adjustment Amount" shall be equal to the
amount, if any, by which the amount calculated in accordance with the preceding
sentence (without giving effect to the deduction of the Adjustment Amount for
such anniversary) exceeds the lesser of (x) the greater of (A) the product of
the Special Hazard Percentage for such anniversary multiplied by the outstanding
principal balance of all the Mortgage Loans on the Distribution Date immediately
preceding such anniversary and (B) twice the outstanding principal balance of
the Mortgage Loan which has the largest outstanding principal balance on the
Distribution Date immediately preceding such anniversary, and (y) an amount
calculated by the Company and approved by each Rating Agency, which amount shall
not be less than $500,000.
Special Hazard Percentage: As of each anniversary of the Cut-off Date, the
greater of (i) 1.00% and (ii) the largest percentage obtained by dividing (x)
the aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans secured by Mortgaged Properties located
in a single, five-digit zip code area in the State of California by (y) the
outstanding principal balance of all the Mortgage Loans as of the immediately
preceding Distribution Date.
Special Hazard Termination Date: The Distribution Date upon which the
Special Hazard Loss Amount has been reduced to zero or a negative number (or the
Cross-Over Date, if earlier).
Specified Component: None.
Startup Day: As defined in Section 2.05(b).
Strip Rate: With respect to the Class S Certificates and any Distribution
Date, a variable rate per annum equal to the excess of (x) the weighted average
(by Scheduled Principal Balance) carried to six decimal places, rounded down, of
the Net Mortgage Rates of the Outstanding Non-Discount Mortgage Loans as of the
Due Date in the preceding calendar month (or the Cut-off Date, in the case of
the first Distribution Date) over (y) the Designated Rate; provided, however,
that such calculation shall not include any Mortgage Loan that was the subject
of a Voluntary Principal Prepayment in full received by the Company (or of which
the Company received notice, in the case of a Mortgage Loan serviced by a
Primary Servicer) on or after the first day but on or before the 15th day of
such preceding calendar month.
Subordinate Certificates: As to any date of determination, first, the Class
B5 Certificates until the Class Certificate Principal Balance thereof has been
reduced to zero; second, the Class B4 Certificates until the Class Certificate
Principal Balance thereof has been reduced to zero; third, the Class B3
Certificates until the Class Certificate Principal Balance thereof has been
reduced to zero; fourth, the Class B2 Certificates until the Class Certificate
Principal Balance thereof has been reduced to zero; fifth, the Class B1
Certificates until the Class Certificate Principal Balance thereof has been
reduced to zero; and sixth, the Class M Certificates until the Class Certificate
Principal Balance thereof has been reduced to zero.
Subordinate Certificate Writedown Amount: As to any Distribution Date,
first, any amount distributed to the Class PO Certificates on such Distribution
Date pursuant to Section 4.01(a)(iv) and second, after giving effect to the
application of clause first above, the amount by which (i) the sum of the Class
Certificate Principal Balances of all the Certificates (after giving effect to
the distribution of principal and the application of Realized Losses in
reduction of the Certificate Principal Balances of the related Certificates on
such Distribution Date) exceeds (ii) the Pool Scheduled Principal Balance on the
first day of the month of such Distribution Date less any Deficient Valuations
occurring on or prior to the Bankruptcy Coverage Termination Date.
Substitution Amount: With respect to any Mortgage Loan substituted pursuant
to Section 2.03(b), the excess of (x) the Scheduled Principal Balance of the
Mortgage Loan that is substituted for, over (y) the Scheduled Principal Balance
of the related substitute Mortgage Loan, each balance being determined as of the
date of substitution.
Surety: Ambac Assurance Corporation, or its successors in interest.
Surety Bond: The Limited Purpose Surety Bond (Policy No. AB0039BE), dated
February 28, 1996, issued by the Surety for the benefit of certain
beneficiaries, including the Trustee for the benefit of the Holders of the
Certificates, but only to the extent that such Limited Purpose Surety Bond
covers any Pledged Asset Mortgage Loans.
TAC Balance: As to any Distribution Date and any Class of TAC Certificates
and any TAC Component, the balance designated as such for such Distribution Date
and such Class or Component as set forth in the Principal Balance Schedules
attached as Exhibit B hereto.
TAC Certificates: None.
TAC Component: None.
Trigger Event: Any one or more of the following: (i) if the Company is not
a wholly-owned direct or indirect subsidiary of General Electric Company or if
General Electric Capital Corporation shall not own (directly or indirectly) at
least two-thirds of the voting shares of the capital stock of the Company, (ii)
if the long-term senior unsecured rating of General Electric Capital Corporation
is downgraded or withdrawn by Fitch or S&P below their two highest rating
categories, (iii) if General Electric Capital Corporation is no longer obligated
pursuant to the terms of the support agreement, dated as of October 1, 1990,
between General Electric Capital Corporation and the Company, to maintain the
Company's net worth or liquidity (as such terms are defined therein) at the
levels specified therein, or if such support agreement, including any amendment
thereto, has been breached, terminated or otherwise held to be unenforceable and
(iv) if such support agreement, including any amendment thereto, is amended or
modified.
Trust Fund: The corpus of the trust created by this Agreement evidenced by
the Certificates and consisting of:
(i) the Mortgage Loans;
(ii) all payments on or collections in respect of such Mortgage Loans,
except as otherwise described in the first paragraph of Section 2.01, including
the proceeds from the liquidation of any Additional Collateral for any Pledged
Asset Mortgage Loan;
(iii) the obligation of the Company to deposit in the Certificate Account
the amounts required by Sections 3.02(d), 3.02(e) and 4.04(a), and the
obligation of the Trustee to deposit in the Certificate Account any amount
required pursuant to Section 4.04(b);
(iv) the obligation of the Company to purchase or replace any Defective
Mortgage Loan pursuant to Section 2.02 or 2.03;
(v) all property acquired by foreclosure or deed in lieu of foreclosure
with respect to any REO Mortgage Loan;
(vi) the proceeds of the Primary Insurance Policies, if any, and the hazard
insurance policies required by Section 3.06, in each case, in respect of the
Mortgage Loans, and the Company's interest in the Surety Bond transferred to the
Trustee pursuant to Section 2.01;
(vii) the Certificate Account established pursuant to Section 3.02(d);
(viii) the Eligible Account or Accounts, if any, established pursuant to
Section 3.02(e);
(ix) any collateral funds established to secure the obligations of the
Holder of the Class B4 and Class B5 Certificates, respectively, under any
agreements entered into between such holder and the Company pursuant to Section
3.08(e) (which collateral funds will not constitute a part of any REMIC
established hereunder); and
(x) all rights of the Company as assignee under any security agreements,
pledge agreements or guarantees relating to the Additional Collateral supporting
any Pledged Asset Mortgage Loan (which rights will not constitute a part of any
REMIC established hereunder).
Trustee: The institution executing this Agreement as Trustee, or its
successor in interest, or if any successor trustee is appointed as herein
provided, then such successor trustee so appointed.
Unanticipated Recovery: As defined in Section 4.01(f) herein.
Uninsured Cause: Any cause of damage to property subject to a Mortgage such
that the complete restoration of the property is not fully reimbursable by the
hazard insurance policies required to be maintained pursuant to Section 3.06.
Unpaid Class Interest Shortfall: As to any Distribution Date and any Class
of Certificates (other than any Class of Principal Only Certificates and any
Class consisting of Specified Components) or any Specified Component (other than
any Principal Only Component), the amount, if any, by which the aggregate of the
Class Interest Shortfalls for such Class or in respect of such Specified
Component for prior Distribution Dates is in excess of the aggregate amounts
distributed on prior Distribution Dates to Holders of such Class of Certificates
or in respect of such Specified Component (or added to the Class Certificate
Principal Balance of any Class of Accrual Certificates, or to the Component
Principal Balance of any Accrual Component constituting a Specified Component)
pursuant to Section 4.01(a)(ii), in the case of the Senior Certificates (other
than any Class of Principal Only Certificates) and any Specified Component
thereof (other than any Principal Only Component) and the Class S Certificates,
Section 4.01(a)(vi), in the case of the Class M Certificates, Section
4.01(a)(ix), in the case of the Class B1 Certificates, Section 4.01(a)(xii), in
the case of the Class B2 Certificates, Section 4.01(a)(xv), in the case of the
Class B3 Certificates, Section 4.01(a)(xviii), in the case of the Class B4
Certificates, and Section 4.01(a)(xxi), in the case of the Class B5
Certificates. As to any Class of Certificates consisting of Specified Components
and any Distribution Date, the sum of the Unpaid Class Interest Shortfalls for
the Specified Components thereof on such date.
Voluntary Principal Prepayment: With respect to any Distribution Date, any
prepayment of principal received from the related Mortgagor on a Mortgage Loan.
Voting Rights: The portion of the voting rights of all the Certificates
that is allocated to any Certificate for purposes of the voting provisions of
Section 10.01. At all times during the term of this Agreement, 99% of all Voting
Rights shall be allocated to the Certificates other than the Class S
Certificates, and 1% of all Voting Rights shall be allocated to the Class S
Certificates. Voting Rights allocated to the Class S Certificates shall be
allocated among the Certificates of such Class in proportion to their Notional
Principal Balances. Voting Rights allocated to the other Classes of Certificates
shall be allocated among such Classes (and among the Certificates within each
such Class) in proportion to their Class Certificate Principal Balances (or
Certificate Principal Balances), as the case may be.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans. (a) The Company, concurrently
with the execution and delivery of this Agreement, does hereby transfer, assign,
set-over and otherwise convey to the Trustee without recourse (except as
provided herein) all the right, title and interest of the Company in and to the
Mortgage Loans, including all interest and principal received by the Company on
or with respect to the Mortgage Loans (other than payments of principal and
interest due and payable on the Mortgage Loans on or before, and all Principal
Prepayments received on or before, the Cut-off Date). The Company acknowledges
it has sold all right, title and interest in and to the Mortgage Loans to the
Trustee to the extent provided above and that retention of record title of
Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only
and that the Company holds record title solely as custodian for the Trustee for
benefit of the Certificateholders. The Company agrees that it will take no
action inconsistent with ownership of the Mortgage Loans by the Trustee and will
not deliver any instrument of satisfaction or conveyance with respect to a
Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a
Mortgage Loan, except in accordance with the terms and the intent of this
Agreement.
In addition, with respect to any Pledged Asset Mortgage Loan, the Company
does hereby transfer, assign, set-over and otherwise convey to the Trustee
without recourse (except as provided herein) (i) its rights as assignee under
any security agreements, pledge agreements or guarantees relating to the
Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its
security interest in and to any Additional Collateral, (iii) its right to
receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the
Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary
under the Surety Bond in respect of any Pledged Asset Mortgage Loan.
(b) In connection with such transfer and assignment, the Company does
hereby deliver to the Trustee the following documents or instruments with
respect to:
(1) Each Mortgage Loan (other than any Cooperative Loan or Designated Loan)
so transferred and assigned:
(i) The Mortgage Note, endorsed without recourse in blank by the Company,
including all intervening endorsements showing a complete chain of endorsement
from the originator to the Company; provided, however, that if such Mortgage
Note is a Confirmatory Mortgage Note, such Confirmatory Mortgage Note may be
payable directly to the Company or may show a complete chain of endorsement from
the named payee to the Company;
(ii) Any assumption and modification agreement;
(iii) An assignment in recordable form (which may be included in a blanket
assignment or assignments) of the Mortgage to the Trustee; and
(2) Each Cooperative Loan (other than a Designated Loan) so transferred and
assigned:
(i) The Mortgage Note, endorsed without recourse in blank by the Company
and showing an unbroken chain of endorsements from the originator to the
Company; provided, however, that if such Mortgage Note is a Confirmatory
Mortgage Note, such Confirmatory Mortgage Note may be payable directly to the
Company or may show a complete chain of endorsement from the named payee to the
Company;
(ii) A counterpart of the Proprietary Lease and the Assignment of
Proprietary Lease executed in blank or to the originator of the Cooperative
Loan;
(iii) The related Cooperative Stock Certificate, together with an undated
stock power (or other similar instrument) executed in blank;
(iv) A counterpart of the recognition agreement by the Cooperative of the
interests of the mortgagee with respect to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any continuation
statements, filed by the originator of such Cooperative Loan as secured party,
each with evidence of recording thereof, evidencing the interest of the
originator in the Cooperative Stock and the Proprietary Lease;
(vii) If applicable, copies of the UCC-3 assignments of the security
interest described in clause (vi) above, sent to the appropriate public office
for filing, showing an unbroken chain of title from the originator to the
Company, evidencing the security interest of the originator in the Cooperative
Stock and the Proprietary Lease;
(viii) An executed assignment (which may be a blanket assignment for all
Cooperative Loans) of the interest of the Company in the Security Agreement,
Assignment of Proprietary Lease and the recognition agreement described in
clause (iv) above, showing an unbroken chain of title from the originator to the
Trustee; and
(ix) A UCC-3 assignment from the Company to the Trustee of the security
interest described in clause (vi) above, in form suitable for filing, otherwise
complete except for filing information regarding the original UCC-1 if
unavailable (which may be included in a blanket assignment to the Trustee).
In instances where a completed assignment of the Mortgage in recordable
form cannot be delivered by the Company to the Trustee in accordance with
Section 2.01(b)(1)(iii) prior to or concurrently with the execution and delivery
of this Agreement, due to a delay in connection with recording of the Mortgage,
the Company may, in lieu of delivering the completed assignment in recordable
form, deliver to the Trustee the assignment in such form, otherwise complete
except for recording information.
(3) With respect to each Designated Loan, the Company does hereby deliver
to the Trustee the Designated Loan Closing Documents.
(c) In connection with each Mortgage Loan transferred and assigned to the
Trustee, the Company shall deliver to the Trustee the following documents or
instruments as promptly as practicable, but in any event within 30 days, after
receipt by the Company of all such documents and instruments for all of the
outstanding Mortgage Loans:
(1) the Mortgage with evidence of recording indicated thereon (other than
with respect to a Cooperative Loan);
(2) a copy of the title insurance policy (other than with respect to a
Cooperative Loan);
(3) with respect to any Mortgage that has been assigned to the Company, the
related recorded intervening assignment or assignments of Mortgage, showing a
complete chain of assignment from the originator to the Company (other than with
respect to a Cooperative Loan); and
(4) with respect to any Cooperative Loan that has been assigned to the
Company, the related filed intervening UCC-3 financing statements (not
previously delivered pursuant to Section 2.01(b)(2)(vii)), showing a complete
chain of assignment from the named originator to the Company.
Pending such delivery, the Company shall retain in its files (a) copies of the
documents described in clauses (1) and (3) of the preceding sentence, without
evidence of recording thereon, and (b) title insurance binders with respect to
the Mortgage Loans (other than with respect to a Cooperative Loan). The Company
shall also retain in its files the Primary Insurance Policy evidencing any
primary mortgage insurance relating to the Mortgage Loans during the period when
the related insurance is in force. (The copies of the Mortgage, intervening
assignments of Mortgage, if any, title insurance binder and the Primary
Insurance Policy, if any, described in the two preceding sentences are
collectively referred to herein as the "Document File" with respect to each
Mortgage Loan.) The Company shall advise the Trustee in writing if such delivery
to the Trustee shall not have occurred on or before the first anniversary of the
Closing Date. The Company shall promptly furnish to the Trustee the documents
included in the Document Files (other than any such documents previously
delivered to the Trustee as originals or copies) either (a) upon the written
request of the Trustee or (b) when the Company or the Trustee obtains actual
notice or knowledge of a Trigger Event. The Trustee shall have no obligation to
request delivery of the Document Files unless a Responsible Officer of the
Trustee has actual notice or knowledge of the occurrence of a Trigger Event.
In the case of Mortgage Loans which have been prepaid in full after the
Cut-off Date and prior to the date of execution and delivery of this Agreement,
the Company, in lieu of delivering the above documents to the Trustee, herewith
delivers to the Trustee a certification of a Servicing Officer of the nature set
forth in Section 3.09.
(d) The Company shall not be required to record the assignments of the
Mortgages referred to in Section 2.01(b)(1)(iii) or file the UCC-3 assignments
referred to in Section 2.01(b)(2)(ix) to the Trustee unless the Company or the
Trustee obtains actual notice or knowledge of the occurrence of any Trigger
Event; provided, however, that such recording or filing shall not be required if
the Company delivers to the Trustee a letter from each Rating Agency to the
effect that the failure to take such action will not cause such Rating Agency to
reduce or withdraw its then current ratings of the Certificates. The party
obtaining actual notice or knowledge of any of such events shall give the other
party prompt written notice thereof. For purposes of the foregoing (as well as
for purposes of determining whether the Company shall be required to deliver the
Document Files to the Trustee following the occurrence of a Trigger Event), the
Company shall be deemed to have knowledge of any such downgrading referred to in
the definition of Trigger Event if, in the exercise of reasonable diligence, the
Company has or should have had knowledge thereof. As promptly as practicable
subsequent to the Company's delivery or receipt of such written notice, as the
case may be, the Company shall insert the recording or filing information in the
assignments of the Mortgages or UCC-3 assignments to the Trustee and shall cause
the same to be recorded or filed, at the Company's expense, in the appropriate
public office for real property records or UCC financing statements, except that
the Company need not cause to be so completed and recorded any assignment of
mortgage which relates to a Mortgage Loan secured by property in a jurisdiction
under the laws of which, on the basis of an Opinion of Counsel reasonably
satisfactory to the Trustee and satisfactory to each Rating Agency (as evidenced
in writing), recordation of such assignment is not necessary to protect the
Trustee against discharge of such Mortgage Loan by the Company or any valid
assertion that any Person other than the Trustee has title to or any rights in
such Mortgage Loan. In the event that the Company fails or refuses to record or
file the assignment of Mortgages or UCC-3 financing statement in the
circumstances provided above, the Trustee shall record or cause to be recorded
or filed such assignment or UCC-3 financing statement at the expense of the
Company. In connection with any such recording or filing, the Company shall
furnish such documents as may be reasonably necessary to accomplish such
recording or filing. Notwithstanding the foregoing, at any time the Company may
record or file, or cause to be recorded or filed, the assignments of Mortgages
or UCC-3 financing statement at the expense of the Company.
Section 2.02. Acceptance by Trustee. Subject to the examination hereinafter
provided, the Trustee acknowledges receipt of the Mortgage Notes, the
assignments of the Mortgages to the Trustee, the assumption and modification
agreements, if any, the documents specified in Section 2.01(b)(2) (subject to
any permitted delayed delivery of the documents described in Section
2.01(c)(4)), and the Designated Loan Closing Documents, if any, delivered
pursuant to Section 2.01, and declares that the Trustee holds and will hold such
documents and each other document delivered to it pursuant to Section 2.01 in
trust, upon the trusts herein set forth, for the use and benefit of all present
and future Certificateholders. The Trustee agrees, for the benefit of the
Certificateholders, to review each Mortgage File within 45 days after (i) the
execution and delivery of this Agreement, in the case of the Mortgage Notes, the
assignments of the Mortgages to the Trustee, the assumption and modification
agreements, if any, the documents specified in Section 2.01(b)(2) (subject to
any permitted delayed delivery of the documents described in Section
2.01(c)(4)), and the Designated Loan Closing Documents, if any, (ii) delivery to
the Trustee after the Closing Date of the Mortgage Notes and the assumption and
modification agreements, if any, with respect to each Designated Loan, and (iii)
delivery of the recorded Mortgages, title insurance policies, recorded
intervening assignments of Mortgage, if any, and filed intervening UCC-3
financing statements, if any, with respect to any Cooperative Loan to ascertain
that all required documents set forth in Section 2.01 have been executed,
received and recorded, if applicable, and that such documents relate to the
Mortgage Loans identified in Exhibit C hereto. In performing such examination,
the Trustee may conclusively assume the due execution and genuineness of any
such document and the genuineness of any signature thereon. It is understood
that the scope of the Trustee's examination of the Mortgage Files is limited
solely to confirming, after receipt of the documents listed in Section 2.01,
that such documents have been executed, received and recorded, if applicable,
and relate to the Mortgage Loans identified in Exhibit C to this Agreement. If
in the course of such review the Trustee finds (1) that any document required to
be delivered as aforesaid has not been delivered, or (2) any such document has
been mutilated, defaced or physically altered without the borrower's
authorization or approval, or (3) based upon its examination of such documents,
the information with respect to any Mortgage Loan set forth on Exhibit C is not
accurate, the Trustee shall promptly so notify the Company in writing, which
shall have a period of 60 days after receipt of such notice to correct or cure
any such defect. The Company hereby covenants and agrees that, if any such
material defect cannot be corrected or cured, the Company will on a Distribution
Date which is not later than the first Distribution Date which is more than ten
days after the end of such 60-day period repurchase the related Mortgage Loan
from the Trustee at the Purchase Price therefor or replace such Mortgage Loan
pursuant to Section 2.03(b); provided, however, that if the defect (or breach
pursuant to Section 2.03(a)) is one that, had it been discovered before the
Startup Day, would have prevented the Mortgage Loan from being a "qualified
mortgage" within the meaning of the REMIC Provisions, such defect or breach
shall be cured, or the related Mortgage Loan shall be repurchased or replaced,
on a Distribution Date which falls within 90 days of the date of discovery of
such defect or breach. The Purchase Price for the repurchased Mortgage Loan, or
any amount required in respect of a substitution pursuant to Section 2.03(b),
shall be deposited by the Company in the Certificate Account pursuant to Section
3.02(d) on the Business Day prior to the applicable Distribution Date and, upon
receipt by the Trustee of written notification of such deposit signed by a
Servicing Officer, the Trustee shall release or cause to be released to the
Company the related Mortgage File and shall execute and deliver or cause to be
executed and delivered such instruments of transfer or assignment, in each case
without recourse, as shall be necessary to vest in the Company any Mortgage Loan
released pursuant hereto. It is understood and agreed that the obligation of the
Company to repurchase or replace any Mortgage Loan as to which a material defect
in a constituent document exists shall constitute the sole remedy respecting
such defect available to Certificateholders or the Trustee on behalf of
Certificateholders.
Upon receipt by the Trustee of the Mortgage Note with respect to a
Designated Loan that is not defective in accordance with the fifth sentence of
the preceding paragraph, the related Lost Note Affidavit delivered pursuant to
Section 2.01 shall be void and the Trustee shall return it to the Company.
Section 2.03. Representations and Warranties of the Company; Mortgage Loan
Repurchase. (a) The Company hereby represents and warrants to the Trustee that:
(i) The information set forth in Exhibit C hereto was true and correct in
all material respects at the date or dates respecting which such information is
furnished;
(ii) As of the date of the initial issuance of the Certificates, other than
with respect to Cooperative Loans, each Mortgage is a valid and enforceable
first lien on the property securing the related Mortgage Note subject only to
(a) the lien of current real property taxes and assessments, (b) covenants,
conditions and restrictions, rights of way, easements and other matters of
public record as of the date of recording of such Mortgage, such exceptions
appearing of record being acceptable to mortgage lending institutions generally
in the area wherein the property subject to the Mortgage is located or
specifically reflected in the appraisal obtained in connection with the
origination of the related Mortgage Loan obtained by the Company and (c) other
matters to which like properties are commonly subject which do not materially
interfere with the benefits of the security intended to be provided by such
Mortgage;
(iii) Immediately prior to the transfer and assignment herein contemplated,
the Company had good title to, and was the sole owner of, each Mortgage Loan and
all action had been taken to obtain good record title to each related Mortgage.
Each Mortgage Loan has been transferred free and clear of any liens, claims and
encumbrances;
(iv) As of the date of the initial issuance of the Certificates, no payment
of principal of or interest on or in respect of any Mortgage Loan is 30 or more
days past due and none of the Mortgage Loans have been past due 30 or more days
more than once during the preceding 12 months;
(v) As of the date of the initial issuance of the Certificates, other than
with respect to Cooperative Loans, there is no mechanics' lien or claim for
work, labor or material affecting the premises subject to any Mortgage which is
or may be a lien prior to, or equal or coordinate with, the lien of such
Mortgage except those which are insured against by the title insurance policy
referred to in (x) below;
(vi) As of the date of the initial issuance of the Certificates, other than
with respect to Cooperative Loans, there is no delinquent tax or assessment lien
against the property subject to any Mortgage;
(vii) As of the date of the initial issuance of the Certificates, there is
no valid offset, defense or counterclaim to any Mortgage Note or Mortgage,
including the obligation of the Mortgagor to pay the unpaid principal and
interest on such Mortgage Note;
(viii) As of the date of the initial issuance of the Certificates, the
physical property subject to any Mortgage (or, in the case of a Cooperative
Loan, the related Cooperative Apartment) is free of material damage and is in
good repair;
(ix) Each Mortgage Loan at the time it was made complied in all material
respects with applicable state and federal laws, including, without limitation,
usury, equal credit opportunity and disclosure laws;
(x) Other than with respect to Cooperative Loans, a lender's title
insurance policy or binder, or other assurance of title insurance customary in
the relevant jurisdiction therefor was issued on the date of the origination of
each Mortgage Loan and each such policy or binder is valid and remains in full
force and effect;
(xi) Each Mortgage Loan (other than a Pledged Asset Mortgage Loan) that
had, as of the Cut-off Date, a Loan-to-Value Ratio of more than 80% is covered
by a Primary Insurance Policy so long as its then outstanding principal amount
exceeds 80% of the greater of (a) the Original Value and (b) the then current
value of the related Mortgaged Property as evidenced by an appraisal thereof
satisfactory to the Company, except to the extent such coverage may otherwise be
terminable under applicable law. Each Primary Insurance Policy is issued by a
private mortgage insurer acceptable to FNMA or FHLMC;
(xii) Each Mortgage Note is payable on the first day of each month in
self-amortizing monthly installments of principal and interest, with interest
payable in arrears, over an original term of not more than fifteen years;
(xiii) Other than with respect to Cooperative Loans, the improvements on
the Mortgaged Properties are insured against loss under a hazard insurance
policy with extended coverage and conforming to the requirements of Section 3.06
hereof. As of the date of initial issuance of the Certificates, all such
insurance policies are in full force and effect;
(xiv) As to each condominium securing a Mortgage Loan or the related
Mortgage Loan, (a) the related condominium is in a project that is on the FNMA
or FHLMC approved list, (b) the related condominium is in a project that, upon
submission of appropriate application, could be so approved by either FNMA or
FHLMC, (c) the related Mortgage Loan meets the requirements for purchase by FNMA
or FHLMC, (d) the related Mortgage Loan is of the type that could be approved
for purchase by FNMA or FHLMC but for the principal balance of the related
Mortgage Loan or the pre-sale requirements or (e) the related Mortgage Loan has
been approved by a nationally recognized mortgage pool insurance company for
coverage under a mortgage pool insurance policy issued by such insurer;
(xv) Other than with respect to Cooperative Loans, no Mortgage Loan is
secured by a leasehold interest in the related Mortgaged Property and each
Mortgagor holds fee title to the related Mortgaged Property;
(xvi) The Mortgage Loans and the Mortgaged Properties, individually and in
the aggregate, conform in all material respects to the applicable descriptions
thereof contained in the Prospectus;
(xvii) All appraisals have been prepared substantially in accordance with
the description contained under the caption "The Trusts -- The Mortgage Loans"
in the Prospectus;
(xviii) No selection procedures, other than those necessary to comply with
the representations and warranties set forth herein or the description of the
Mortgage Loans made in any disclosure document delivered to prospective
investors in the Certificates, have been utilized in selecting the Mortgage
Loans from the Company's portfolio which would be adverse to the interests of
the Certificateholders;
(xix) Other than with respect to Cooperative Loans, to the best of the
Company's knowledge, at origination no improvement located on or being part of a
Mortgaged Property was in violation of any applicable zoning and subdivision
laws and ordinances;
(xx) None of the Mortgage Loans is a temporary construction loan. With
respect to any Mortgaged Property which constitutes new construction, the
related construction has been completed substantially in accordance with the
specifications therefor and any incomplete aspect of such construction shall not
be material or interfere with the habitability or legal occupancy of the
Mortgaged Property. Mortgage Loan amounts sufficient to effect any such
completion are in escrow for release upon or in connection with such completion
or a performance bond or completion bond is in place to provide funds for this
purpose and such completion shall be accomplished within 120 days after weather
conditions permit the commencement thereof;
(xxi) As of the Closing Date, each Mortgage Loan is a "qualified mortgage"
as defined in Section 860G(a)(3) of the Code;
(xxii) As of the Closing Date, the Company possesses the Document File with
respect to each Mortgage Loan, and, other than with respect to Cooperative
Loans, the related Mortgages and intervening assignment or assignments of
Mortgages, if any, have been delivered to a title insurance company for
recording;
(xxiii) With respect to each Mortgage Loan identified in Exhibit C as a
Cooperative Loan:
(A) The Security Agreement creates a first lien in the stock ownership and
leasehold rights associated with the related Cooperative Apartment;
(B) The lien created by the related Security Agreement is a valid,
enforceable and subsisting first priority security interest in the related
Cooperative Stock securing the related Mortgage Note, subject only to (a) liens
of the Cooperative for unpaid assessments representing the Mortgagor's pro rata
share of the Cooperative's payments for its blanket mortgage, current and future
real property taxes, insurance premiums, maintenance fees and other assessments
to which like collateral is commonly subject and (b) other matters to which like
collateral is commonly subject which do not materially interfere with the
benefits of the security intended to be provided by the Security Agreement.
There are no liens against or security interest in the Cooperative Stock
relating to such Cooperative Loan (except for unpaid maintenance, assessments
and other amounts owed to the related Cooperative which individually or in the
aggregate do not have a material adverse effect on such Cooperative Loan), which
have priority over the Trustee's security interest in such Cooperative Stock;
(C) The Cooperative Stock that is pledged as security for the Mortgage Loan
is held by a person as a "tenant-stockholder" within the meaning of section 216
of the Code, the related Cooperative that owns title to the related cooperative
apartment building is a "cooperative housing corporation" within the meaning of
section 216 of the Code, and such Cooperative is in material compliance with
applicable federal, state and local laws which, if not complied with, could have
a material adverse effect on the Mortgaged Property; and
(D) There is no prohibition against pledging the Cooperative Stock or
assigning the Proprietary Lease; and
(xxiv) With respect to each Mortgage Loan identified on Exhibit C as having
been originated or acquired under the Company's Enhanced Streamlined Refinance
program, the value of the related Mortgaged Property, as of the date of such
origination or acquisition under the Company's Enhanced Streamlined Refinance
program, is no less than the value thereof established at the time the mortgage
loan that is the subject of the refinancing was originated.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(a) shall survive delivery of the respective Mortgage
Files to the Trustee. Upon discovery by either the Company or the Trustee of a
breach of any of the foregoing representations and warranties which materially
and adversely affects the interests of the Certificateholders in the related
Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other. Subject to the following sentence, within 60 days of its
discovery or its receipt of notice of breach, or, with the prior written consent
of a Responsible Officer of the Trustee, such longer period specified in such
consent, the Company shall cure such breach in all material respects or shall
repurchase such Mortgage Loan from the Trustee or replace such Mortgage Loan
pursuant to Section 2.03(b). Any such repurchase by the Company shall be
accomplished in the manner set forth in Section 2.02, subject to the proviso of
the third-to-last sentence thereof, and at the Purchase Price. It is understood
and agreed that the obligation of the Company to repurchase or replace any
Mortgage Loan as to which a breach occurred and is continuing shall constitute
the sole remedy respecting such breach available to Certificateholders or the
Trustee on behalf of Certificateholders and such obligation of the Company to
repurchase or replace any such Mortgage Loan shall not be assumed by any Person
which may succeed the Company as servicer hereunder, but shall continue as an
obligation of the Company. Notwithstanding the preceding sentence, if a breach
of the representation and warranty of the Company contained in Section
2.03(a)(ix) occurs as a result of a violation of the federal Truth in Lending
Act, 15 U.S.C. ss. 1601 et seq., as amended ("TILA") or any state truth-in
lending or similar statute, and the Trustee or the Trust Fund is named as a
defendant in a TILA suit or a suit under any such statutes in respect of such
violation and liability in respect thereof is imposed upon the Trustee or the
Trust Fund as assignees of the related Mortgage Loan pursuant to Section 1641 of
TILA, or any analogous provision of any such statute, the Company shall
indemnify the Trustee and the Trust Fund from, and hold them harmless against,
any and all losses, liabilities, damages, claims or expenses (including
reasonable attorneys' fees) to which the Trustee and the Trust Fund, or either
of them, become subject pursuant to TILA or any such statute, insofar as such
losses, damages, claims or expenses (including reasonable attorneys' fees)
result from such violation. The Company's obligations under the preceding
sentence shall not impair or derogate from the Company's obligations to the
Trustee under Section 8.05.
(b) If the Company is required to repurchase any Mortgage Loan pursuant to
Section 2.02 or 2.03(a), the Company may, at its option, within the applicable
time period specified in such respective Sections, remove such Defective
Mortgage Loan from the terms of this Agreement and substitute one or more other
mortgage loans for such Defective Mortgage Loan, in lieu of repurchasing such
Defective Mortgage Loan, provided that no such substitution shall occur more
than two years after the Closing Date. Any substitute Mortgage Loan shall (a)
have a Scheduled Principal Balance (together with that of any other Mortgage
Loan substituted for the same Defective Mortgage Loan) as of the first
Distribution Date following the month of substitution not in excess of the
Scheduled Principal Balance of the Defective Mortgage Loan as of such date (the
amount of any difference, plus one month's interest thereon at the respective
Net Mortgage Rate, to be deposited by the Company in the Certificate Account
pursuant to Section 2.02), (b) have a Mortgage Rate not less than, and not more
than one percentage point greater than, the Mortgage Rate of the Defective
Mortgage Loan, (c) have the same Net Mortgage Rate as the Defective Mortgage
Loan, (d) have a remaining term to stated maturity not later than, and not more
than one year less than, the remaining term to stated maturity of the Defective
Mortgage Loan, (e) be, in the reasonable determination of the Company, of the
same type, quality and character as the Defective Mortgage Loan as if the defect
or breach had not occurred, (f) have a ratio of its current principal amount to
its Original Value not greater than that of the removed Mortgage Loan and (g)
be, in the reasonable determination of the Company, in compliance with the
representations and warranties contained in Section 2.03(a), other than
subparagraph (xvi) thereof, as of the date of substitution.
The Company shall amend the Mortgage Loan Schedule to reflect the
withdrawal of any Defective Mortgage Loan and the substitution of a substitute
Mortgage Loan therefor. Upon such amendment the Company shall be deemed to have
made as to such substitute Mortgage Loan the representations and warranties set
forth in Section 2.03(a), other than subparagraph (xvi) thereof, as of the date
of such substitution, which shall be continuing as long as any Certificate shall
be outstanding or this Agreement has not been terminated, and the remedies for
breach of any such representation or warranty shall be as set forth in Section
2.03(a). Upon such amendment, the Trustee shall review the Mortgage File
delivered to it relating to the substitute Mortgage Loan, within the time and in
the manner and with the remedies specified in Section 2.02, except that for
purposes of this Section 2.03(b) (other than the two-year period specified in
the first sentence of the preceding paragraph of this Section 2.03(b)), such
time shall be measured from the date of the applicable substitution.
Section 2.04. Execution of Certificates. The Trustee has caused to be
executed, countersigned and delivered to or upon the order of the Company, in
exchange for the Mortgage Loans, the Certificates in authorized denominations
evidencing the entire ownership of the Trust Fund.
Section 2.05. Designations under the REMIC Provisions. (a) The Company
hereby designates the Classes of Certificates identified in Section 5.01(b),
other than the Residual Certificate, as "regular interests," and the Class R
Certificate as the single class of "residual interest," in the REMIC established
hereunder for purposes of the REMIC Provisions. The assets of the REMIC
established hereunder will consist of the assets and rights specified in clauses
(i) though (viii) of the definition of the term Trust Fund, and any Rounding
Accounts.
(b) The Closing Date will be the "Startup Day" for the REMIC established
hereunder for purposes of the REMIC Provisions.
(c) The "tax matters person" with respect to the REMIC established
hereunder for purposes of the REMIC Provisions shall be (i) the Company, if the
Company is the owner of a Class R Certificate, or (ii) in any other case, the
beneficial owner of the Class R Certificate having the largest Percentage
Interest of such Class; provided, however, that such largest beneficial owner
and, to the extent relevant, each other holder of a Class R Certificate, by its
acceptance thereof irrevocably appoints the Company as its agent and
attorney-in-fact to act as "tax matters person" with respect to the REMIC
established hereunder for purposes of the REMIC Provisions.
(d) The "latest possible maturity date" of the regular interests in the
REMIC established hereunder is the Latest Possible Maturity Date for purposes of
section 860G(a)(1) of the Code.
(e) In the event that the Servicing Fee exceeds the amount reasonable for
such services (within the meaning of Treasury Regulation 1.860D-1(b)(1)(ii)),
the portion or portions of such fee that can be measured as a fixed number of
basis points on some or all of the Mortgage Loans and can be treated as one or
more stripped coupons within the meaning of Treasury Regulation
1.860D-1(b)(2)(iii) shall be treated as such stripped coupons and shall not be
treated as a REMIC asset.
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Company to Act as Servicer. (a) It is intended that the REMIC
established hereunder shall constitute, and 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 Net Mortgage Rate to the date of such certification has been credited
to the Mortgage Loan Payment Record, release the related Mortgage File to the
Company whereupon the Company may cancel the related Mortgage Note. Upon request
by the Company after the execution and delivery of this Agreement, the Trustee
shall furnish the Company with any powers of attorney and other documents
necessary or appropriate to enable the Company to carry out its servicing and
administrative duties hereunder. Except as otherwise provided herein, the
Company shall maintain servicing standards substantially equivalent to those
required for approval by FNMA or FHLMC. The Company shall not agree to any
modification of the material terms of any Mortgage Loan except as provided in
the second sentence of Section 3.02(a) and in Section 3.07. The Company shall
not release any portion of any Mortgaged Property from the lien of the related
Mortgage unless the related Mortgage Loan would be a "qualified mortgage" within
the meaning of the REMIC Provisions following such release.
(c) [Intentionally Omitted.]
(d) The relationship of the Company (and of any successor to the Company as
servicer under this Agreement) to the Trustee under this Agreement is intended
by the parties to be that of an independent contractor and not that of a joint
venturer, partner or agent.
(e) All costs incurred by the Company in effecting the timely payment of
taxes and assessments on the properties subject to the Mortgage Loans shall not,
for the purpose of calculating monthly distributions to Certificateholders, be
added to the amount owing under the related Mortgage Loans, notwithstanding that
the terms of such Mortgage Loans so permit, and such costs shall be recoverable
by the Company to the extent permitted by Section 3.04. The Company shall
collect such amounts from the Mortgagor and shall credit the Mortgage Loan
Payment Record accordingly.
(f) If the Company enters into a servicing agreement with any servicer (a
"Primary Servicer") pursuant to which such Primary Servicer shall directly
service certain Mortgage Loans and the Company shall perform master servicing
with respect thereto, the Company shall not be released from its obligations to
the Trustee and Certificateholders with respect to the servicing and
administration of the Mortgage Loans in accordance with the provisions of
Article III hereof and such obligations shall not be diminished by virtue of any
such servicing agreement or arrangement and the Company shall be obligated to
the same extent and under the same terms and conditions as if the Company alone
were servicing and administering the Mortgage Loans. Any amounts received by a
Primary Servicer in respect of a Mortgage Loan shall be deemed to have been
received by the Company whether or not actually received by it. Any servicing
agreement that may be entered into and any transactions or services relating to
the Mortgage Loans involving a Primary Servicer in its capacity as such shall be
deemed to be between the Company and the Primary Servicer alone, and the Trustee
and the Certificateholders shall have no claims, obligations, duties or
liabilities with respect thereto. Notwithstanding the foregoing, in the event
the Company has been removed as the servicer hereunder pursuant to Section 6.04
or Section 7.01, the Trustee or any successor servicer appointed pursuant to
Section 7.02 shall succeed to all of the Company's rights and interests (but not
to any obligations or liabilities of the Company arising prior to the date of
succession) under any servicing agreement with any Primary Servicer in respect
of the Mortgage Loans, subject to the limitation on the Trustee's
responsibilities under Section 7.02.
(g) In no event shall any collateral fund established under the agreement
referred to in Section 3.08(e) constitute an asset of any REMIC established
hereunder.
Section 3.02. Collection of Certain Mortgage Loan Payments; Mortgage Loan
Payment Record; Certificate Account. (a) The Company shall make reasonable
efforts to collect all payments called for under the terms and provisions of the
Mortgage Loans, and shall, to the extent such procedures shall be consistent
with this Agreement, follow such collection procedures as it follows with
respect to mortgage loans comparable to the Mortgage Loans in its servicing
portfolio. Consistent with the foregoing, the Company may in its discretion (i)
waive any late payment charge or any assumption fees or other fees which may be
collected in the ordinary course of servicing such Mortgage Loan and (ii) if a
default on the Mortgage Loan has occurred or is reasonably foreseeable, arrange
at any time prior to foreclosure with a Mortgagor a schedule for the payment of
due and unpaid principal and interest for a period extending not longer than two
years after the date that such schedule is arranged. Any arrangement of the sort
described in clause (ii) above shall not affect the amount or timing of the
Company's obligation to make Monthly Advances with respect to any Mortgage Loan
which Monthly Advances shall be made pursuant to the original amortization
schedule applicable to such Mortgage Loan.
(b) The Company shall establish and maintain a Mortgage Loan Payment Record
in which the following payments on and collections in respect of each Mortgage
Loan shall as promptly as practicable be credited by the Company for the account
of the Holders of the Certificates:
(i) All payments on account of principal, including Principal Prepayments
(other than (A) payments of principal due and payable on the Mortgage Loans on
or before, and all Principal Prepayments received before, the Cut-off Date, (B)
in the case of a substitute Mortgage Loan, payments of principal due and payable
on such Mortgage Loan on or before the Determination Date in the month of
substitution, and all Principal Prepayments received before the first day of the
month of substitution, and (C) in the case of a replaced Mortgage Loan, payments
of principal due and payable on such Mortgage Loan after the Determination Date
in the month of substitution, and all Principal Prepayments received in the
month of substitution);
(ii) All payments (other than (A) those due and payable on or before the
Cut-off Date, (B) in the case of a substitute Mortgage Loan, those due and
payable on such Mortgage Loan on or before the Determination Date in the month
of substitution, and (C) in the case of a replaced Mortgage Loan, those due and
payable on such Mortgage Loan after the Determination Date in the month of
substitution) on account of interest at the applicable Net Mortgage Rate on the
Mortgage Loan received from the related Mortgagor, including any Buydown Funds
applied with respect to interest at the applicable Net Mortgage Rate on any
Buydown Mortgage Loan;
(iii) All Liquidation Proceeds received by the Company with respect to such
Mortgage Loan and the Purchase Price for any Mortgage Loan purchased by the
Company pursuant to Sections 2.02, 2.03 and 3.16 (including any amounts received
in respect of a substitution of a Mortgage Loan);
(iv) All Insurance Proceeds (including, for this purpose, any amounts
required to be credited by the Company pursuant to the last sentence of Section
3.06) received by the Company for the benefit of the Trust Fund, other than
proceeds to be applied to the restoration or repair of the property subject to
the related Mortgage or released, or to be released, to the related Mortgagor in
accordance with the normal servicing procedures of the Company;
(v) All REO Proceeds;
(vi) All Unanticipated Recoveries; and
(vii) All amounts received by the Company with respect to any Pledged Asset
Mortgage Loan pursuant to the liquidation of any Additional Collateral or
pursuant to any recovery under the Surety Bond in accordance with Section 4.09.
The foregoing requirements respecting credits to the Mortgage Loan Payment
Record are exclusive, it being understood that, without limiting the generality
of the foregoing, the Company need not enter in the Mortgage Loan Payment Record
collections, Liquidation Proceeds or Insurance Proceeds in respect of Mortgage
Loans which have been previously released from the terms of this Agreement,
amounts representing fees or late charge penalties payable by Mortgagors, or
amounts received by the Company for the account of Mortgagors for application
towards the payment of taxes, insurance premiums, assessments and similar items.
(c) Subject to subsection (e) below, until the Business Day prior to each
Distribution Date on which amounts are required to be transferred to the
Certificate Account pursuant to subsection (d) of this Section 3.02, the Company
may retain and commingle such amounts with its own funds and shall be entitled
to retain for its own account any gain or investment income thereon, and any
such investment income shall not be subject to any claim of the Trustee or
Certificateholders. To the extent that the Company realizes any net loss on any
such investments, the Company shall deposit in the Certificate Account an amount
equal to such net loss at the time the Company is required to deposit amounts in
the Certificate Account pursuant to subsection (d) of this section 3.02. Any
such deposit shall not increase the Company's obligation under said subsection
(d).
(d) The Trustee shall establish and maintain with the Trustee in its
corporate trust department a single separate trust account designated in the
name of the Trustee for the benefit of the Holders of the Certificates issued
hereunder (the "Certificate Account") into which the Company shall transfer, not
later than 11:00 a.m. New York time on the Business Day prior to each
Distribution Date, an amount in next day funds equal to the sum of Available
Funds for such Distribution Date and any Unanticipated Recoveries received in
the calendar month preceding the month of such Distribution Date. If the Trustee
does not receive such transfer by 2:00 p.m. on such Business Day, it shall give
the Company written notice thereof.
(e) If the Company or a Responsible Officer of the Trustee obtains actual
notice of or knowledge of the occurrence of either (x) any Trigger Event or (y)
the downgrade by S&P of General Electric Capital Corporation's short-term senior
unsecured debt rating below A-1+ then, notwithstanding subsection (c) above, the
Company shall promptly establish, and thereafter maintain, one or more Eligible
Accounts in the name of the Trustee and bearing a designation indicating that
amounts therein are held for the benefit of the Trustee and the
Certificateholders, into which the Company and any Primary Servicer shall
deposit within two Business Days after receipt, all amounts otherwise required
to be credited to the Mortgage Loan Payment Record pursuant to Section 3.02(b);
provided, however, that such action shall not be required if the Company
delivers to the Trustee a letter from each Rating Agency to the effect that the
failure to take such action will not cause such Rating Agency to withdraw or
reduce its then current ratings of the Certificates. All amounts so deposited
shall be held in trust for the benefit of Certificateholders. Amounts so
deposited may be invested at the written instruction of the Company in Permitted
Investments in the name of the Trustee maturing no later than the Business Day
preceding the Distribution Date following the date of such investment; provided,
however, that any such Permitted Investment which is an obligation of State
Street Bank and Trust Company, in its individual capacity and not in its
capacity as Trustee, may mature on such Distribution Date; and, provided
further, that no such Permitted Investment shall be sold before the maturity
thereof if the sale thereof would result in the realization of gain prior to
maturity unless the Company has obtained an Opinion of Counsel that such sale or
disposition will not cause the Trust Fund to be subject to the tax on prohibited
transactions under section 860F of the Code, or otherwise subject the Trust Fund
to tax or cause the REMIC established hereunder to fail to qualify as a REMIC.
The Trustee shall maintain physical possession of all Permitted Investments,
other than Permitted Investments maintained in book-entry form. The Company, as
servicer, shall be entitled to retain for its own account any gain or other
income from Permitted Investments, and neither the Trustee nor
Certificateholders shall have any right or claim with respect to such income.
The Company shall deposit an amount equal to any loss realized on any Permitted
Investment as soon as any such loss is realized. If the provisions in this
subsection (e) become operable, references in this Agreement to the Mortgage
Loan Payment Record and credits and debits to such Record shall be deemed to
refer to Eligible Accounts and transfers to and withdrawals from such Eligible
Accounts. Any action which may be necessary to establish the terms of an account
pursuant to this Section 3.02(e) may be taken by an amendment or supplement to
this Agreement or pursuant to a written order of the Company, which amendment,
supplement or order shall not require the consent of Certificateholders,
provided that the Company has delivered to the Trustee a letter from each Rating
Agency to the effect that such amendment, supplement or order will not cause
such Rating Agency to withdraw or reduce its then current ratings of the
Certificates.
Section 3.03. Collection of Taxes, Assessments and Other Items. Other than
with respect to any Cooperative Loan, the Company shall establish and maintain
with one or more depository institutions one or more accounts into which it
shall deposit all collections of taxes, assessments, private mortgage or hazard
insurance premiums or comparable items for the account of the Mortgagors. As
servicer, the Company shall effect the timely payment of all such items for the
account of Mortgagors. Withdrawals from such account or accounts may be made
only to effect payment of taxes, assessments, private mortgage or standard
hazard insurance premiums or comparable items, to reimburse the Company out of
related collections for any payments made regarding taxes and assessments or for
any payments made pursuant to Section 3.05 regarding premiums on Primary
Insurance Policies and Section 3.06 regarding premiums on standard hazard
insurance policies, to refund to any Mortgagors any sums determined to be
overages, or to pay interest owed to Mortgagors to the extent required by law.
Section 3.04. Permitted Debits to the Mortgage Loan Payment Record. The
Company (or any successor servicer pursuant to Section 7.02) may, from time to
time, make debits to the Mortgage Loan Payment Record for the following
purposes:
(i) To reimburse the Company or the applicable Primary Servicer for
Liquidation Expenses theretofore incurred in respect of any Mortgage Loan in an
amount not to exceed the amount of the related Liquidation Proceeds credited to
the Mortgage Loan Payment Record pursuant to Section 3.02(b)(iii); provided that
the Company or the applicable Primary Servicer shall not be entitled to
reimbursement for Liquidation Expenses incurred after the initiation of
foreclosure proceedings in respect of any Defaulted Mortgage Loan that is
repurchased pursuant to Section 3.16;
(ii) To reimburse the Company or the applicable Primary Servicer for
Insured Expenses and amounts expended by it pursuant to Section 3.08 in good
faith in connection with the restoration of property damaged by an Uninsured
Cause, in an amount not to exceed the amount of the related Insurance Proceeds
and Liquidation Proceeds (net of any debits pursuant to clause (i) above) and
amounts representing proceeds of other insurance policies covering the property
subject to the related Mortgage credited to the Mortgage Loan Payment Record
pursuant to Section 3.02(b) (iii) and (iv);
(iii) To reimburse the Company to the extent permitted by Sections 3.01(a)
and 6.04;
(iv) To pay to the Company amounts received in respect of any Defective
Mortgage Loan or Defaulted Mortgage Loan purchased by the Company to the extent
that the distribution of any such amounts on the Distribution Date upon which
the proceeds of such purchase are distributed would make the total amount
distributed in respect of any such Mortgage Loan on such Distribution Date
greater than the Purchase Price therefor, net of any unreimbursed Monthly
Advances made by the Company;
(v) To reimburse the Company (or the Trustee, as applicable) for Monthly
Advances theretofore made in respect of any Mortgage Loan to the extent of late
payments, REO Proceeds, Insurance Proceeds and Liquidation Proceeds in respect
of such Mortgage Loan;
(vi) To reimburse the Company from any Mortgagor payment of interest or
other recovery with respect to a particular Mortgage Loan, to the extent not
previously retained by the Company, for unpaid Servicing Fees with respect to
such Mortgage Loan, subject to Section 3.08(d);
(vii) To reimburse the Company (or the Trustee, as applicable) for any
Nonrecoverable Advance (which right of reimbursement of the Trustee pursuant to
this clause shall be prior to such right of the Company);
(viii) To make transfers of funds to the Certificate Account pursuant to
Section 3.02(d);
(ix) To pay to the Company amounts received in respect of any Mortgage Loan
purchased by the Company pursuant to Section 9.01 to the extent that the
distribution of any such amounts on the final Distribution Date upon which the
proceeds of such purchase are distributed would make the total amount
distributed in respect of any such Mortgage Loan on such Distribution Date
greater than the purchase price therefor specified in clause (x) of the first
sentence of Section 9.01; and
(x) To deduct any amount credited to the Mortgage Loan Payment Record in
error.
The Company shall keep and maintain separate accounting records, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of accounting for debits
to the Mortgage Loan Payment Record pursuant to clauses (i), (ii), (iv), (v) and
(vi) of this Section 3.04; provided, however, that it is understood and agreed
that the records of such accounting need not be retained by the Company for a
period longer than the five most recent fiscal years.
Section 3.05. Maintenance of the Primary Insurance Policies. (a) The
Company shall not take any action which would result in non-coverage under any
applicable Primary Insurance Policy of any loss which, but for the actions of
the Company, would have been covered thereunder. To the extent coverage is
available, the Company shall keep or cause to be kept in full force and effect
each such Primary Insurance Policy until the principal balance of the related
Mortgage Note is 80% or less of the greater of (i) the related Original Value
and (ii) the then current value of the property underlying the related Mortgage
Note as evidenced by an appraisal thereof satisfactory to the Company; provided
that no such Primary Insurance Policy 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 between the
Servicing Fee and interest at the Net Mortgage Rate in proportion to the amount
of such accrued interest which would have been allocated to each such category
in the absence of any shortfall.
(e) Notwithstanding anything to the contrary contained herein, the Company
shall have the right to enter into an agreement substantially in the form of
Exhibit K hereto with any Person that is the Holder of 100% of the Class B5
Certificates (provided that such form may be revised to delete the option on the
part of such Person to purchase a defaulted Mortgage Loan as set forth in
Section 2.02(f) thereof). Prior to entering into any such agreement with any
Person, the Company shall obtain a certification from such Person to the effect
that (i) such Person is not an "affiliate" (within the meaning of the Prohibited
Transaction Exemption) of the Trustee and (ii) such Person will not purchase any
Certificates if such purchase would cause such Person to hold more than a ten
percent interest in the Mortgage Pool. It is understood that the right of the
Company to be reimbursed for Monthly Advances and Nonrecoverable Advances under
this Agreement shall not be affected in any way by the provisions of any such
agreement. The Trustee hereby agrees to perform such obligations as may be
expressly required of it pursuant to the provisions of such agreement and to
promptly notify each party to such agreement if a Responsible Officer of the
Trustee (with direct responsibility for administration of this Agreement)
becomes aware of any discussions, plans or events that might lead to the
Trustee's becoming an "affiliate" (within the meaning of the Prohibited
Transaction Exemption) of any Person with which the Company has entered into
such agreement, provided that the contents of any such notification shall be
kept confidential by the parties to such agreement. The Company agrees to
promptly notify the Trustee upon entering into any such agreement. In addition,
the Company shall provide the Trustee with such information as may be necessary
for the Trustee to perform its obligations thereunder, including written
instructions, clearly identifying the source, amount and application of funds to
be deposited or withdrawn from the Collateral Fund (as defined in such
agreement). The Trustee shall provide the Company with such information
concerning credits and debits to the Collateral Fund on account of income, gains
and losses realized from Collateral Fund Permitted Investments (as defined in
such agreement), and costs associated with the purchase and sale thereof, as the
Company may request in order to prepare the instructions described in the
preceding sentence.
In addition, subject to the provisions of the preceding paragraph, the
Company shall have the right to enter into an agreement substantially in the
form of Exhibit K hereto with the Person that is the Holder of 100% of the Class
B4 Certificates, provided that (i) such Person is also the Holder of 100% of the
Class B5 Certificates, (ii) such Person shall have no rights under such
agreement until the date on which the Class Certificate Principal Balance of the
Class B5 Certificates has been reduced to zero, and (iii) any rights of such
Person under such agreement shall terminate in the event that such Person
transfers, directly or indirectly, the Class B4 Certificates to any other
Person.
Section 3.09. Trustee to Cooperate; Release of Mortgage Files. Upon the
payment in full of any Mortgage Loan, the Company will immediately notify the
Trustee by a certification (which certification shall include a statement to the
effect that all amounts received in connection with such payment which are
required to be credited to the Mortgage Loan Payment Record pursuant to Section
3.02 have been so credited) of a Servicing Officer and shall request delivery to
it of the Mortgage File. If a Buydown Mortgage Loan is the subject of a
Principal Prepayment in full during the related Buydown Period, the related
Buydown Funds will be applied or returned to the Person entitled thereto in
accordance with the terms of such Buydown Mortgage Loan. Upon receipt of such
certification and request in form satisfactory to the Trustee, the Trustee shall
promptly, but in any event within five Business Days, release the related
Mortgage File to the Company; provided, that the Trustee shall not be
responsible for any delay in the release of a Mortgage File resulting from acts
beyond its control, including without limitation, acts of God, strikes,
lockouts, riots, acts of war or terrorism, epidemics, nationalization,
governmental regulations imposed after the fact, fire, communication line
failures, computer viruses, power failures, earthquakes or other disasters. Upon
any such payment in full, the Company is authorized to execute, pursuant to the
authorization contained in Section 3.01, an instrument of satisfaction regarding
such Mortgage, which instrument of satisfaction shall be recorded by the Company
if required by applicable law and be delivered to the Person entitled thereto,
it being understood and agreed that no expenses incurred in connection with such
instrument of satisfaction shall be reimbursed from amounts at the time credited
to the Mortgage Loan Payment Record. From time to time and as appropriate for
the servicing or foreclosure of any Mortgage Loan (including, without
limitation, collection under any Primary Insurance Policy), the Trustee shall,
upon request of the Company and delivery to the Trustee of a receipt signed by a
Servicing Officer, release the related Mortgage File to the Company and shall
execute such documents as shall be necessary to the prosecution of any such
proceedings. Such receipt shall obligate the Company to return the Mortgage File
to the Trustee when the need therefor by the Company no longer exists unless the
Mortgage Loan shall be liquidated, in which case, upon receipt of a certificate
of a Servicing Officer similar to that hereinabove specified, the receipt shall
be released by the Trustee to the Company.
Section 3.10. Servicing Compensation; Payment of Certain Expenses by the
Company. (a) As compensation for its activities and obligations hereunder, the
Company shall be entitled to withhold and pay to itself out of each payment
received by it on account of interest on each Mortgage Loan (including the
portion of any Buydown Funds applied to the related Buydown Mortgage Loan for
the applicable period) an amount equal to the Servicing Fee. The aggregate of
the Servicing Fees payable to the Company on any Distribution Date shall be
reduced by the amount of any Compensating Interest Payment for such Distribution
Date. Additional servicing compensation in the form of Prepayment Interest
Excess, assumption fees, modification fees, late payment charges, interest
income or gain with respect to amounts deposited in the Certificate Account and
invested by the Company or otherwise shall be retained by the Company, subject
to Section 3.10(b), if applicable. The Company shall be required to pay all
expenses incurred by it in connection with its activities hereunder (including
payment of Trustee fees and all other fees and expenses not expressly stated
hereunder to be for the account of the Certificateholders) and shall not be
entitled to reimbursement therefor except as provided in Sections 3.01, 3.03,
3.04 and 3.08.
(b) The Company may, as a condition to granting any request by a Mortgagor
for any consent, modification, waiver or amendment or any other matter or thing,
the granting of which is in the Company's discretion pursuant to the terms of
the instruments evidencing or securing the related Mortgage Loan and is
permitted by other sections of this Agreement, require (to the extent permitted
by applicable law) that such Mortgagor pay to it a reasonable or customary fee
in accordance with the schedule set forth as Exhibit H (which may be amended
from time to time by provision of a revised schedule of such fees to the
Trustee, whereupon such revised schedule shall be deemed to be Exhibit H
hereunder) for the additional services performed in connection with such
request, together with any related costs and expenses incurred by it. Such fees
shall be additional servicing compensation to the Company.
Section 3.11. Reports to the Trustee. Not later than 15 days after each
Distribution Date, the Company shall forward to the Trustee a statement,
certified by a Servicing Officer, setting forth the status of the Mortgage Loan
Payment Record as of the close of business on such Distribution Date and
showing, for the period covered by such statement, the aggregate of credits to
the Mortgage Loan Payment Record for each category of credit specified in
Section 3.02 and each category of debit specified in Section 3.04.
Section 3.12. Annual Statement as to Compliance. The Company will deliver
to the Trustee, on or before March 31 of each year, beginning with March 31,
2000, an Officer's Certificate stating that (a) a review of the activities of
the Company during the preceding calendar year and of its performance under this
Agreement has been made under such Officer's supervision and (b) to the best of
such Officer's knowledge, based on such review, the Company has fulfilled all
its material obligations under this Agreement throughout such year, or, if there
has been a default in the fulfillment of any such obligation, specifying each
such default known to such Officer and the nature and status thereof.
Section 3.13. Annual Independent Public Accountants' Servicing Report. On
or before March 31 of each year, beginning with March 31, 2000, the Company
shall:
(a) furnish to a firm of independent public accountants (which may also
render other services to the Company) a statement substantially to the effect
that the Company has complied in all material respects with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers (the "Minimum Servicing Standards") with respect to the
mortgage loans in the Company's servicing portfolio (which may exclude home
equity loans) or, if there has been material noncompliance with such servicing
standards, containing a description of such noncompliance; and
(b) at its expense cause such firm of independent public accountants to
furnish a report to the Trustee stating its opinion as to the Company's
assertion contained in the statement delivered pursuant to Section 3.13(a),
which opinion shall be based on an examination conducted by such firm in
accordance with the standards established by the American Institute of Certified
Public Accountants, including examining, on a test basis, evidence about the
Company's compliance with the Minimum Servicing Standards. Such opinion shall be
to the effect that the Company has complied in all material respects with the
Minimum Servicing Standards with respect to the mortgage loan portfolio
described in the Company's statement delivered pursuant to Section 3.13(a)
hereof or if there has been material noncompliance with the Minimum Servicing
Standards, shall contain a description of such noncompliance in accordance with
applicable accounting standards. In rendering such report, such firm may rely,
as to matters relating to direct servicing of Mortgage Loans by any primary
servicer, upon comparable reports of independent public accountants with respect
to such primary servicer.
Section 3.14. Access to Certain Documentation and Information Regarding the
Mortgage Loans. To the extent permitted by applicable law, the Company shall
provide to the Trustee, Certificateholders which are regulated insurance
entities and the applicable insurance regulatory agencies thereof,
Certificateholders which are federally insured savings and loan associations,
the Office of Thrift Supervision, the FDIC and the supervisory agents and
examiners thereof access to the documentation regarding the Mortgage Loans
required by applicable regulations of the Office of Thrift Supervision or of
such insurance regulatory agencies, as the case may be, such access being
afforded without charge but only upon reasonable request and during normal
business hours at the offices of the Company. Nothing in this Section 3.14 shall
derogate from the obligation of the Company to observe any applicable law
prohibiting disclosure of information regarding the Mortgagors and the failure
of the Company to provide access as provided in this Section 3.14 as a result of
such obligation shall not constitute a breach of this Section 3.14.
Section 3.15. Maintenance of Certain Servicing Policies. The Company shall
during the term of its service as servicer maintain in force (i) a policy or
policies of insurance covering errors and omissions in the performance of its
obligations as servicer hereunder and (ii) a fidelity bond in respect of its
officers, employees or agents. Each such policy or policies and bond shall,
together, comply with the requirements from time to time of FNMA for persons
performing servicing for mortgage loans purchased by such association.
Section 3.16. Optional Purchase of Defaulted Mortgage Loans. The Company
shall have the right, but not the obligation, to purchase any Defaulted Mortgage
Loan for a price equal to the Purchase Price therefor. Any such purchase shall
be accomplished as provided in Section 4.04(a) hereof.
ARTICLE IV
PAYMENTS AND STATEMENTS
Section 4.01. Distributions. (a) On each Distribution Date, the Trustee
shall withdraw the Available Funds from the Certificate Account and shall make
distributions to Holders of the Certificates as of the preceding Record Date in
the following order of priority, to the extent of the remaining Available Funds:
(i) to each Class of Senior Certificates (other than any Class of Principal
Only Certificates) and the Class S Certificates, the Accrued Certificate
Interest thereon for such Distribution Date; provided, however, that any
shortfall in available amounts shall be allocated among such Classes in
proportion to the amount of Accrued Certificate Interest that would otherwise be
distributable thereto;
(ii) to each Class of Senior Certificates (other than any Class of
Principal Only Certificates) and the Class S Certificates, any related Unpaid
Class Interest Shortfall for such Distribution Date; provided, however, that any
shortfall in available amounts shall be allocated among such Classes in
proportion to the Unpaid Class Interest Shortfall for each such Class on such
Distribution Date;
(iii) to the Classes of Senior Certificates in reduction of the Class
Certificate Principal Balances thereof, as set forth in 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), plus any amounts distributable to the
holder of the Class R Certificate pursuant to Sections 4.01(e). Any
distributions pursuant to this clause (b) shall not reduce the Class Certificate
Principal Balance of the Class R Certificate.
(c) If on any Distribution Date the Class Certificate Principal Balances of
the Junior Certificates have each been reduced to zero, the amount distributable
to the Senior Certificates other than the Class PO Certificates pursuant to
Section 4.01(a)(iii) for such Distribution Date and each succeeding Distribution
Date shall be allocated among such Classes of Senior Certificates, pro rata, on
the basis of their respective Class Certificate Principal Balances immediately
prior to such Distribution Date, regardless of the priorities and amounts set
forth in Section 4.01(a)(iii).
(d) If on any Distribution Date (i) the Class Certificate Principal Balance
of the Class M Certificates or any Class of Class B Certificates for which the
related Prepayment Distribution Trigger was satisfied on such Distribution Date
is reduced to zero and (ii) amounts distributable pursuant to clauses (ii), (iv)
and (v) of the Junior Optimal Principal Amount remain undistributed on such
Distribution Date after all amounts otherwise distributable on such date
pursuant to clauses (iv) through (xxii) of Section 4.01(a) have been
distributed, such amounts shall be distributed on such Distribution Date to the
remaining Classes of Junior Certificates in order of priority, such that no such
distribution shall be made to any Class of Junior Certificates while a prior
such Class is outstanding.
(e) (i) On each Distribution Date prior to the Cross-Over Date,
distributions in reduction of the Class Certificate Principal Balances of any
Designated Retail Certificates will be made in accordance with the provisions of
Section 4.10.
With respect to any Class of Designated Retail Certificates, upon the
earlier of the Cross-Over Date and the next Distribution Date after the
Distribution Date on which the Class Certificate Principal Balance of such Class
of Designated Retail Certificates has been reduced to zero, (x) to the extent
the balance of funds remaining in the related Rounding Account is less than
$999.99, the balance in such Rounding Account shall be restored to $999.99 (or,
if less, the sum of such remaining balance and the amount so distributable) from
Available Funds otherwise available for distribution on all outstanding Classes
of Certificates and (y) such Rounding Account shall be cleared and terminated,
and the amounts therein shall be distributed to the Class R Certificates on such
date (which distribution shall not reduce the Class Certificate Principal
Balance thereof).
(ii) As provided in Section 4.10(f), notwithstanding any provisions herein
to the contrary, on the Cross-Over Date and on each subsequent Distribution
Date, distributions in reduction of the Class Certificate Principal Balances of
any Class of Designated Retail Certificates shall be made on a pro rata basis
among the outstanding Certificates of the respective Class, based on the
Percentage Interest in each such Class represented by each Certificate. The
Trustee shall notify the Depository prior to the first Distribution Date on
which distributions in respect of principal on any Class of Designated Retail
Certificates are to be made on a pro rata basis in accordance with the preceding
sentence. On the Cross-Over Date and on each subsequent Distribution Date, the
Trustee shall not, and the Depository is not authorized to, make distributions
or payments in respect of any Class of Designated Retail Certificates in
accordance with any Principal Distribution Request or by Random Lot.
(f) In the event that in any calendar month the Company recovers an amount
(an "Unanticipated Recovery") in respect of principal of a Mortgage Loan which
had previously been allocated as a Realized Loss to any Class of Certificates
pursuant to Section 4.03, on the Distribution Date in the next succeeding
calendar month the Trustee shall withdraw from the Certificate Account and
distribute to the holders of each outstanding Class to which such Realized Loss
had previously been allocated its share (determined as described in the
succeeding paragraph) of such Unanticipated Recovery in an amount not to exceed
the amount of such Realized Loss previously allocated to such Class. When the
Class Certificate Principal Balance of a Class of Certificates has been reduced
to zero, the holders of such Class shall not be entitled to any share of an
Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among
all outstanding Classes of Certificates entitled thereto in accordance with the
preceding sentence, subject to the remainder of this subsection (f). In the
event that (i) any Unanticipated Recovery remains undistributed in accordance
with the preceding sentence or (ii) the amount of an Unanticipated Recovery
exceeds the amount of the Realized Loss previously allocated to any outstanding
Classes with respect to the related Mortgage Loan, on the applicable
Distribution Date the Trustee shall distribute to the holders of all outstanding
Classes of the related Certificates to which Realized Losses had previously been
allocated and not reimbursed their pro rata share (determined as described
below) of such excess in an amount not to exceed the aggregate amount of any
Realized Loss previously allocated to such Class with respect to any other
Mortgage Loan that has not been recovered in accordance with 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) Except as set forth in Section
4.10 in respect of any Designated Retail Certificates, all distributions with
respect to each Class of Certificates on each Distribution Date shall be made
pro rata among the outstanding Certificates of such Class, based on the
Percentage Interest in such Class represented by each Certificate. Payments to
the Certificateholders on each Distribution Date will be made by the Trustee to
the Certificateholders of record on the related Record Date (other than as
provided in Section 9.01 respecting the final distribution) by check or money
order mailed to a Certificateholder at the address appearing in the Certificate
Register, or upon written request by such Certificateholder to the Trustee made
not later than the applicable Record Date, by wire transfer to a U.S. depository
institution acceptable to the Trustee, or by such other means of payment as such
Certificateholder and the Trustee shall agree.
(b) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, which shall credit the amount of such distribution to
the accounts of its Depository Participants in accordance with its normal
procedures. Each Depository Participant shall be responsible for disbursing such
distribution to the Certificate Owners that it represents and to each Financial
Intermediary for which it acts as agent. Each Financial Intermediary shall be
responsible for disbursing funds to the Certificate Owners that it represents.
The Depository shall be responsible for the allocation of the aggregate amount
of distributions in reduction of the Class Certificate Principal Balances of any
Class of Designated Retail Certificates among the Depository Participants in
accordance with Section 4.10, and each Depository Participant (and each
respective Financial Intermediary for which such Depository Participant acts as
agent) shall be responsible for the allocation of the amount allocated thereto
among the related Certificate Owners. All such credits and disbursements with
respect to a Book-Entry Certificate are to be made by the Depository and the
Depository Participants in accordance with the provisions of the applicable
Certificates. Neither the Trustee nor the Company shall have any responsibility
therefor except as otherwise provided by applicable law.
(c) The Trustee shall withhold or cause to be withheld such amounts as it
reasonably determines are required by the Code (giving full effect to any
exemptions from withholding and related certifications required to be furnished
by Certificateholders or Certificate Owners and any reductions to withholding by
virtue of any bilateral tax treaties and any applicable certification required
to be furnished by Certificateholders or Certificate Owners with respect
thereto) from distributions to be made to Non-U.S. Persons. If the Trustee
reasonably determines that a more accurate determination of the amount required
to be withheld for a distribution can be made within a reasonable period after
the scheduled date for such distribution, it may hold such distribution in trust
for a holder of a Residual Certificate until such determination can be made. For
the purposes of this paragraph, a "Non-U.S. Person" is (i) an individual other
than a citizen or resident of the United States, (ii) a partnership, corporation
or entity treated as a partnership or corporation for U.S. federal income tax
purposes not formed under the laws of the United States, any state thereof or
the District of Columbia (unless, in the case of a partnership, Treasury
regulations provide otherwise), (iii) any estate, the income of which is not
subject to U.S. federal income taxation, regardless of source, and (iv) any
trust, other than a trust that a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more U.S. Persons have the authority to control all substantial decisions of the
trust.
Section 4.03. Allocation of Losses. (a) On or prior to each Determination
Date, the Company shall determine the amount of any Realized Loss in respect of
each Mortgage Loan that occurred during the immediately preceding calendar
month.
(b) With respect to any Distribution Date, the principal portion of each
Realized Loss (other than any Excess Loss) shall be allocated as follows:
(i) the applicable PO Percentage of the principal portion of any such
Realized Loss shall be allocated to the Class PO Certificates until the Class
Certificate Principal Balance thereof has been reduced to zero; and
(ii) the applicable Non-PO Percentage of the principal portion of any such
Realized Loss shall be allocated in the following order of priority:
first, to the Class B5 Certificates until the Class Certificate Principal
Balance thereof has been reduced to zero;
second, to the Class B4 Certificates until the Class Certificate Principal
Balance thereof has been reduced to zero;
third, to the Class B3 Certificates until the Class Certificate Principal
Balance thereof has been reduced to zero;
fourth, to the Class B2 Certificates until the Class Certificate Principal
Balance thereof has been reduced to zero;
fifth, to the Class B1 Certificates until the Class Certificate Principal
Balance thereof has been reduced to zero;
sixth, to the Class M Certificates until the Class Certificate Principal
Balance thereof has been reduced to zero; and
seventh, to the Classes of Senior Certificates other than the Class PO
Certificates, pro rata, in accordance with their Class Certificate Principal
Balances; provided, that any such loss allocated to any Class of Accrual
Certificates (and any Accrual Component) shall be allocated (subject to Section
4.03(d)) on the basis of the lesser of (x) the Class Certificate Principal
Balance (or Component Principal Balance) thereof immediately prior to the
applicable Distribution Date and (y) the Class Certificate Principal Balance (or
Component Principal Balance) thereof on the Closing Date (as reduced by any
Realized Losses previously allocated thereto).
(c) With respect to any Distribution Date, the principal portion of any
Excess Loss (other than Excess Bankruptcy Losses attributable to Debt Service
Reductions) shall be allocated as follows: (1) the PO Percentage of any such
loss shall be allocated to the Class PO Certificates, and (2) the Non-PO
Percentage of any such loss shall be allocated to each Class of Certificates
other than the Class PO Certificates, pro rata, based on the respective Class
Certificate Principal Balances thereof; provided, that any such loss allocated
to any Class of Accrual Certificates (and any Accrual Component) shall be
allocated (subject to Section 4.03(d)) on the basis of the lesser of (x) the
Class Certificate Principal Balance (or Component Principal Balance) thereof
immediately prior to the applicable Distribution Date and (y) the Class
Certificate Principal Balance (or Component Principal Balance) thereof on the
Closing Date (as reduced by any Realized Losses previously allocated thereto).
(d) Any Realized Losses allocated to a Class of Certificates pursuant to
Section 4.03(b) or (c) shall be allocated among the Certificates of such Class
in proportion to their respective Certificate Principal Balances. In addition,
any Realized Losses allocated to any Class of Component Certificates on a
Distribution Date shall be allocated in reduction of the Component Principal
Balances of the related Components (other than any Notional Component) in
proportion to their respective Component Principal Balances immediately prior to
such Distribution Date. Any allocation of Realized Losses pursuant to this
paragraph (d) shall be accomplished by reducing the Certificate Principal
Balance (or, in the case of any Component, the Component Principal Balance) of
the related Certificates (or Components) on the related Distribution Date in
accordance with Section 4.03(e).
(e) Realized Losses allocated in accordance with this Section 4.03 shall be
allocated on the Distribution Date in the month following the month in which
such loss was incurred and, in the case of the principal portion thereof, after
giving effect to distributions made on such Distribution Date, except that the
aggregate amount of Realized Losses to be allocated to the Class PO Certificates
on such Distribution Date will be taken into account in determining
distributions in respect of any Class PO Deferred Amount for such date.
(f) On each Distribution Date, the Company shall determine the Subordinate
Certificate Writedown Amount, if any. Any such Subordinate Certificate Writedown
Amount shall effect 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, any COFI
Certificates and the Class S Certificates applicable to the Interest Accrual
Period relating to such Distribution Date and such Class;
(xi) The Senior Percentage, the Class A1 Percentage and the Junior
Percentage for such Distribution Date;
(xii) The Senior Prepayment Percentage, the Class A1 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 on previous Distribution Dates,
(ii) all certificates furnished to the Trustee pursuant to Section 4.06 in prior
months, (iii) Officer's Certificates furnished to the Trustee pursuant to
Section 3.12 for the two years preceding such request, (iv) reports of
independent accountants furnished to the Trustee pursuant to Section 3.13 for
the two years preceding such request, (v) a copy of the Private Placement
Memorandum relating to such Certificate, together with any amendments or
supplements thereto issued by the Company, which may be accompanied by a legend
to the effect that the information contained in the Private Placement Memorandum
and any amendment or supplement thereto is current only as of its date and the
delivery thereof does not create an implication that such information is correct
as of any subsequent date of delivery (it being understood that the Company has
no obligation hereunder to update or supplement the Private Placement Memorandum
unless otherwise required pursuant to Rule 144A(d)(4)) (which copy and legend
shall be furnished to the Trustee by the Company), and (vi) the Company's
Current Report on Form 8-K, dated the Closing Date, relating to the Mortgage
Loans; provided, however, that the Trustee shall in no event be required to make
available such statements or certificates pursuant to clauses (i) and (ii) above
relating to Distribution Dates occurring more than twenty-four months preceding
the month in which such request was received; provided, further, however, that
notwithstanding the Trustee's agreement as aforesaid to provide such materials
to a proposed transferee, the Trustee does not assume, and shall not thereby be
deemed to have assumed, any responsibility for compliance by the Company with
Rule 144A (subject to the Trustee's agreement set forth in the second sentence
of this paragraph) and shall be entitled to include a notice with such
statements or certificates to the effect that such materials have not been
prepared or assembled by the Trustee and that the Trustee assumes no
responsibility for the adequacy, sufficiency or contents thereof. In connection
with any such proposed transfer, the Company shall make available to the
proposed holder, at the request of the related transferor, such additional
information, if any, as may be required to be delivered pursuant to Rule
144A(d)(4).
Section 4.06. Servicer's Certificate. Each month, not later than the second
Business Day next preceding each Distribution Date, the Company shall deliver to
the Trustee a completed Servicer's Certificate.
Section 4.07. Reports of Foreclosures and Abandonments of Mortgaged
Property. The Trustee (or the Company on behalf of the Trustee) shall, in each
year beginning after 1999, make the reports of foreclosures and abandonments of
any Mortgaged Property as required by section 6050J of the Code. In order to
facilitate this reporting process, the Company, on or before January 15th of
each year, shall provide to the Trustee reports relating to each instance
occurring during the previous calendar year in which the Company (i) on behalf
of the Trustee acquires an interest in a Mortgaged Property through foreclosure
or other comparable conversion in full or partial satisfaction of a Mortgage
Loan, or (ii) knows or has reason to know that a Mortgaged Property has been
abandoned. Reports from the Company shall be in form and substance sufficient to
meet the reporting requirements imposed by section 6050J of the Code.
Section 4.08. Reduction of Servicing Fees by Compensating Interest
Payments. The aggregate amount of the Servicing Fees subject to retention by the
Company as servicer in respect of any Distribution Date shall be reduced by the
amount of any Compensating Interest Payment for such Distribution Date.
Section 4.09. Surety Bond. (a) If a Required Surety Payment is payable
pursuant to the Surety Bond with respect to any Pledged Asset Mortgage Loan, the
Company shall so notify the Trustee as soon as reasonably practicable and shall,
on behalf of the Trustee for the benefit of the Certificateholders, promptly
complete the notice in the form of Attachment 1 to the Surety Bond and shall
promptly submit such notice to the Surety as a claim for a Required Surety
Payment.
(b) Upon receipt of a Required Surety Payment from the Surety on behalf of
the Certificateholders, the Company shall promptly credit such amount to the
Mortgage Loan Payment Record.
Section 4.10. Distributions to Holders of Designated Retail Certificates.
(a) Except as provided in subsections (d) and (f) below, on each Distribution
Date on which distributions in reduction of the Class Certificate Principal
Balance of a Class of Designated Retail Certificates are made, such
distributions will be made in the following order of priority:
(i) first, in respect of any Principal Distribution Request by the personal
representative of a Deceased Holder of such Class of Certificates, a surviving
tenant by the entirety, a surviving joint tenant, a surviving tenant in common
or such other Person empowered to act on behalf of such Deceased Holder upon his
or her death, in an amount up to but not exceeding $100,000 per request; and
(ii) second, in respect of any Principal Distribution Request by a Living
Holder of such Class of Certificates, in an amount up to but not exceeding
$10,000 per request.
Thereafter, distributions in respect of such Class submitted on behalf of
each Deceased Holder will be made as provided in clause (i) above up to a second
$100,000 per request and distributions in respect of such Class submitted on
behalf of each Living Holder will be made as provided in clause (ii) above up to
a second $10,000 per request. This sequence of priorities will be repeated until
all such requests have been honored to the extent of amounts available for
distribution in reduction of the Class Certificate Principal Balance of such
Class of Designated Retail Certificates.
Principal Distribution Requests presented on behalf of Deceased Holders in
accordance with the provisions of clause (i) above will be accepted in the order
of their receipt by the Depository. Principal Distribution Requests presented in
accordance with the provisions of clause (ii) above will be accepted in the
order of their receipt by the Depository after all requests presented in
accordance with clause (i) have been honored. All Principal Distribution
Requests with respect to any Distribution Date shall be made in accordance with
Section 4.10(c) below and must be received by the Depository no later than the
close of business on the related Record Date. Principal Distribution Requests
that are received by the Depository after the related Record Date and requests,
in either case, for distributions timely received but not accepted with respect
to any Distribution Date, will be treated as Principal Distribution Requests on
the next succeeding Distribution Date, and each succeeding Distribution Date
thereafter, until each such request is accepted or is withdrawn as provided in
Section 4.10(c). Requests on behalf of Deceased Holders that are not so
withdrawn shall retain their order of priority, all in accordance with the
procedures of the Depository and the Trustee. Upon the transfer of beneficial
ownership of any Designated Retail Certificate, any Principal Distribution
Request previously submitted with respect to such Certificate will be deemed to
have been withdrawn only upon the receipt by the Trustee of notification of such
withdrawal using a form required by the Depository.
Principal Distribution Requests for a Class of Designated Retail
Certificates will be applied, in the aggregate, in an amount equal to the
portion of the Available Funds distributable to such Class of Certificates
pursuant to Section 4.01(a), plus any amounts available for distribution from
the related Rounding Account pursuant to Section 4.10(e), provided that the
aggregate distribution in reduction of the Class Certificate Principal Balance
of any Class of Designated Retail Certificates on any Distribution Date shall be
made in an integral multiple of $1,000, subject to Section 4.10(f).
(b) A "Deceased Holder" is a beneficial owner of a Designated Retail
Certificate who was living at the time such interest was acquired and whose
authorized personal representative, surviving tenant by the entirety, surviving
joint tenant or surviving tenant in common or other Person empowered to act on
behalf of such beneficial owner upon his or her death, causes to be furnished to
the Trustee a certified copy of the death certificate of such Deceased Holder,
evidence of such person's status as an authorized representative of the Deceased
Holder, such as surviving tenant (whether by the entirety, joint tenancy or
tenancy in common), which evidence shall be satisfactory to the Trustee, and any
additional evidence of death required by and satisfactory to the Trustee and any
tax waivers requested by the Trustee. Designated Retail Certificates
beneficially owned by tenants by the entirety, joint tenants or tenants in
common will be considered to be beneficially owned by a single owner. The death
of a tenant by the entirety, joint tenant or tenant in common will be deemed to
be the death of the beneficial owner, and any Designated Retail Certificates so
beneficially owned will be eligible for priority with respect to distributions
in reduction of the Class Certificate Principal Balance of such Class of
Certificates, subject to the limitations contained in this Section 4.10.
Designated Retail Certificates beneficially owned by a trust will be considered
to be beneficially owned by each beneficiary of the trust to the extent of such
beneficiary's beneficial interest therein, but in no event will a trust's
beneficiaries collectively be deemed to be beneficial owners of a number of
individual Designated Retail Certificates greater than the number of individual
Designated Retail Certificates of which such trust is the beneficial owner. The
death of a beneficiary of a trust will be deemed to be the death of a beneficial
owner of the Designated Retail Certificates beneficially owned by the trust to
the extent of such beneficiary's beneficial interest in such trust. The death of
an individual who was a tenant by the entirety, joint tenant or tenant in common
in a tenancy that is the beneficiary of a trust will be deemed to be the death
of the beneficiary of the trust. The death of a person who, immediately prior to
his or her death, was entitled to substantially all of the beneficial ownership
interest in a Designated Retail Certificate will be deemed to be the death of
the beneficial owner of such Certificate regardless of the registration of
ownership of such Certificate, if such beneficial ownership interest can be
established to the satisfaction of the Trustee. The Trustee's decision regarding
whether a Deceased Holder's beneficial interest is substantial for purposes of
the preceding sentence shall be conclusive and binding. Such beneficial interest
will be deemed to exist in typical cases of street name or nominee ownership,
ownership by a trustee, ownership under the Uniform Gifts to Minors Act and
community property or other joint ownership arrangements between a husband and
wife. Beneficial interests shall include the power to sell, transfer or
otherwise dispose of a Designated Retail Certificate, and the right to receive
the proceeds therefrom, as well as interest and distributions in reduction of
the Certificate Principal Balance of such Certificates payable with respect
thereto. The Trustee shall not be under any duty to determine independently the
occurrence of the death of any beneficial owner. The Trustee may rely entirely
upon documentation delivered to it in establishing the eligibility of any
beneficial owner to receive the priority accorded Deceased Holders in Section
4.10(a). Expenses incurred by the Trustee in an effort to determine the
beneficial ownership interest with respect to any Principal Distribution Request
presented on behalf of a Deceased Holder, including, without limitation,
attorneys fees, shall be paid by the Person presenting such Principal
Distribution Request.
(c) Requests for distributions in reduction of the Certificate Principal
Balance of a Class of Designated Retail Certificate must be made by delivering a
Principal Distribution Request therefor to the Depository Participant or
Financial Intermediary that maintains the account evidencing the beneficial
owner's interest in such Certificate. Such Depository Participant or Financial
Intermediary should in turn make the request of the Depository (or, in the case
of an Financial Intermediary, such Financial Intermediary should notify the
related Depository Participant of such request, which Depository Participant
should make the request of the Depository) on a form required by the Depository
and provided to the Depository Participant. In the case of a request on behalf
of a Deceased Holder, a certified copy of the death certificate and any
additional appropriate evidence of death and any tax waivers must be forwarded
to the Trustee under separate cover. Any such requests of Deceased Holders that
are incomplete may not be honored by the Trustee and, if not honored, will lose
their priority and must be resubmitted in proper form. Upon receipt of such
Principal Distribution Request, the Depository will date and time stamp such
request and forward such request to the Trustee. Such requests will be honored
on any Distribution Date only to the extent that they are received by the
Depository on or before the Record Date for such Distribution Date. The
Depository may establish such procedures as it deems fair and equitable to
establish the order of receipt of requests for such distributions received by it
on the same day. Principal Distribution Requests delivered to the Depository
after the Record Date for a particular Distribution Date and requests received
in a timely manner but not accepted with respect to a particular Distribution
Date will be treated as Principal Distribution Requests for the next succeeding
Distribution Date and each succeeding Distribution Date thereafter until each
request is accepted or is withdrawn as provided below. In the case of Principal
Distribution Requests on behalf of Living Holders, the Depository will establish
a new order of priority for each Distribution Date. This order will apply both
to previously unsatisfied Principal Distribution Requests and to newly submitted
requests. A Principal Distribution Request submitted on behalf of a Living
Holder who later dies will become entitled to the priority of a newly submitted
request on behalf of a Deceased Holder upon satisfaction of the requirements set
forth above for requests of a Deceased Holder. Such priority will be effective
for each subsequent Distribution Date if the Trustee has received a certified
copy of the death certificate for such Deceased Holder and any additional
appropriate evidence of death and any requested tax waivers by the last business
day of the preceding calendar month. Each Principal Distribution Request
submitted by a beneficial owner of a Designated Retail Certificate will be held
by the Depository until such request has been accepted or has been withdrawn in
writing as provided herein. Neither the Trustee nor the Company shall be liable
for any delay in delivery of Principal Distribution Requests or Withdrawals (as
defined below) of such requests by the Depository, a Depository Participant or
any Financial Intermediary.
In the event that any Principal Distribution Requests are rejected by the
Trustee for failure to comply with the requirements of this Section 4.10, the
Trustee shall return such requests to the appropriate Depository Participant
with a copy to the Depository with an explanation as to the reason for such
rejection.
The Trustee shall maintain a list of those Depository Participants
representing the Certificate Owners of Designated Retail Certificates that have
submitted Principal Distribution Requests, together with the order of receipt
and the amounts of such requests. The Trustee shall notify the Depository and
the appropriate Depository Participants as to which requests should be honored
on each Distribution Date. Requests shall be honored by the Depository in
accordance with the procedures, and subject to the priorities and limitations,
described in this Section 4.10. The exact procedures to be followed by the
Trustee and the Depository for purposes of determining such priorities and
limitations shall be those established from time to time by the Trustee or the
Depository, as the case may be. The decisions of the Trustee and the Depository
concerning such matters shall be final and binding on all affected Persons.
Any beneficial owner of a Designated Retail Certificate that has made a
Principal Distribution Request may withdraw its request by so notifying in
writing the Depository Participant or Financial Intermediary that maintains such
beneficial owner's account (each such withdrawal, a "Withdrawal"). The
Depository Participant should forward the Withdrawal to the Depository on a form
required by the Depository. In the event that such account is maintained by a
Financial Intermediary, such Financial Intermediary should notify the related
Depository Participant which in turn should forward the Withdrawal of such
request, on a form required by the Depository, to the Depository. If such
Withdrawal has not been received by the Depository and forwarded to the Trustee
on or before the Record Date for the next Distribution Date, the previously made
Principal Distribution Request will be irrevocable with respect to the making of
distributions in reduction of the Certificate Principal Balance of such
Designated Retail Certificate on such Distribution Date.
(d) To the extent, if any, that amounts available for distribution in
reduction of the Class Certificate Principal Balance of a Class of Designated
Retail Certificates on a Distribution Date pursuant to Section 4.01(a) exceed
the dollar amount of Principal Distribution Requests that have been received in
respect of such Class by the related Record Date, as provided in Section 4.10(c)
above, distributions in reduction of the Class Certificate Principal Balance of
such Class of Certificates will be made by mandatory distributions on a Random
Lot basis, in integral multiples equal to $1,000, in reduction thereof without
regard to whether such Certificate Owners have submitted Principal Distribution
Requests. The Trustee shall notify the Depository of the aggregate amount of the
mandatory distribution by Random Lot in reduction of the Class Certificate
Principal Balance of such Designated Retail Certificates to be made on the next
Distribution Date. The Depository shall then allocate such aggregate amount
among its Depository Participants on a Random Lot basis. Each Depository
Participant and, in turn, each Financial Intermediary, will then select, in
accordance with its own procedures, Designated Retail Certificates of such Class
from among those held in its accounts to receive mandatory distributions in
reduction of the Class Certificate Principal Balance of such Certificates, such
that the total amount so selected is equal to the aggregate amount of such
mandatory distributions allocated to such Depository Participant by the
Depository and to such Financial Intermediary by its related Depository
Participant, as the case may be. Depository Participants and Financial
Intermediaries that hold a Class of Designated Retail Certificates selected for
mandatory distributions in reduction of the Class Certificate Principal Balance
thereof should provide notice of such mandatory distributions to the affected
Certificate Owners.
(e) On the Closing Date, a separate Rounding Account shall be established
with the Trustee for each Class of Designated Retail Certificates and the
Rounding Account Depositor for such Rounding Account shall cause to be initially
deposited the sum of $999.99 in each such Rounding Account. On each Distribution
Date on which a distribution is to be made in reduction of the Class Certificate
Principal Balance of a Class of Designated Retail Certificates pursuant to
Section 4.01(a), funds on deposit in the related Rounding Account shall be, to
the extent needed, withdrawn by the Trustee and applied to round upward to an
integral multiple of $1,000 the aggregate distribution in reduction of the Class
Certificate Principal Balance to be made on such Class of Certificates. Rounding
of such distribution on such Class of Designated Retail Certificates shall be
accomplished, on the first such Distribution Date, by withdrawing from the
related Rounding Account the amount of funds, if any, needed to round the amount
otherwise available for such distribution in reduction of the Class Certificate
Principal Balance of such Certificates upward to the next integral multiple of
$1,000. On each succeeding Distribution Date on which distributions in reduction
of the Class Certificate Principal Balance of such Class of Designated Retail
Certificates are to be made pursuant to Section 4.01(a), the aggregate amount of
such distributions allocable to such Certificates shall be applied first to
repay any funds withdrawn from the related Rounding Account and not previously
repaid, and then the remainder of such allocable amount, if any, shall be
similarly rounded upward to the next integral multiple of $1,000 and applied as
distributions in reduction of the Class Certificate Principal Balance of the
related Class of Certificates; this process shall continue on succeeding
principal Distribution Dates prior to the Cross-Over Date until the Class
Certificate Principal Balance of each such Class of Certificates has been
reduced to zero. Each Rounding Account shall be maintained as a non-interest
bearing account; the Rounding Accounts shall not be an asset of the Trust Fund,
but shall be an asset in the REMIC. On the earlier of (1) the Cross-Over Date
and (2) the first Distribution Date after the Class Certificate Principal
Balance of any Class of Designated Retail Certificates has been reduced to zero,
any remaining amounts in the related Rounding Account shall be distributed to
the Class R Certificate.
(f) Notwithstanding any provisions herein to the contrary, on each
Distribution Date coinciding with or after the Cross-Over Date, all
distributions in reduction of the Class Certificate Principal Balance of any
Class of Designated Retail Certificates will be made among the Holders and
Certificate Owners of such Class of Certificates, pro rata, based on their
Certificate Principal Balances, and will not be made in integral multiples of
$1,000 or pursuant to requested distributions or mandatory distributions by
Random Lot.
(g) In the event that Definitive Certificates representing any Class of
Designated Retail Certificates are issued pursuant to Section 5.02(f), all
requests for distributions or withdrawals of such requests relating to such
Class must be submitted to the Trustee, and the Trustee shall perform the
functions described in Section 4.10(a) through (d) using its own procedures,
which procedures shall, to the extent practicable, be consistent with the
procedures described in Section 4.10(a) through (d).
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates. (a) The Certificates shall be substantially
in the forms set forth in Exhibit A hereto, as applicable, and shall, on
original issue, be executed by the Trustee, not in its individual capacity but
solely as Trustee, and countersigned and delivered by the Trustee to or upon the
order of the Company as provided in Article II.
(b) The Certificates shall be issued in an aggregate Initial Certificate
Principal Balance of $192,660,137.20. 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 $12,432,345.00 6.25% $25,000
Class A2 45,392,413.00 6.25% 25,000
Class A3 130,000,000.00 6.25% 25,000
Class PO 500,425.78 0.00% (1)
Class M 1,733,000.00 6.25% 100,000
Class B1 675,000.00 6.25% 100,000
Class B2 578,000.00 6.25% 100,000
Class B3 674,000.00 6.25% (1)
Class B4 385,000.00 6.25% (1)
Class B5 289,853.42 6.25% (1)
Class S (2) (2) (3)
Class R 100.00 6.25% 100
- -------------------
(1) This Class of Certificates will be issued as a single Certificate
evidencing the entire Class Certificate Principal Balance of such Class.
(2) The Class S Certificates are issued with an initial Notional Principal
Balance of $174,696,691.67 and shall bear interest at the Strip Rate.
(3) The Class S Certificates will be issued in minimum Notional Principal
Balance of $2,500,000.
(c) The Certificates shall be issuable in registered form only. The
Book-Entry Certificates will be evidenced by one or more certificates,
beneficial ownership of which will be held in the minimum dollar denominations
in Certificate Principal Balance or Notional Principal Balance, as applicable,
specified in Section 5.01(b), and integral multiples of $1,000 in excess
thereof. The Non-Book-Entry Certificates other than the Residual Certificate
shall each be issued in the minimum dollar denominations in Certificate
Principal Balance or Notional Principal Balance, as applicable, specified in
Section 5.01(b), and integral multiples of $1,000 in excess thereof (and, if
necessary, in the amount of the remaining Class Certificate Principal Balance or
Notional Principal Balance, as applicable, of each Class, in the case of one
Certificate of such Class). The Residual Certificate shall be issued as a single
certificate evidencing the entire Class Certificate Principal Balance of such
Class and having a Percentage Interest of 100%. If necessary, one Certificate of
each Class of Book-Entry Certificates may evidence an additional amount equal to
the remainder of the Class Certificate Principal Balance of such Class.
(d) The Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee by an authorized officer under its seal, which may be in
facsimile form and be imprinted or otherwise reproduced thereon. Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures were affixed, authorized to sign on behalf of the Trustee
shall bind the Trustee, notwithstanding that such individuals or any of them
have ceased to be so authorized prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of such Certificate. No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless such Certificate shall have been manually countersigned
by the Trustee substantially in the forms set forth in Exhibit A hereto, and
such countersignature upon any Certificate shall be conclusive evidence, and the
only evidence, that such Certificate has been duly executed and delivered
hereunder. All Certificates issued on the Closing Date shall be dated the
Closing Date; all Certificates issued thereafter shall be dated the date of
their countersignature.
(e) The Strip Rate for each Interest Accrual Period shall be determined by
the Company and included in the Servicer's Certificate for the related
Distribution Date.
Section 5.02. Registration of Transfer and Exchange of Certificates. (a)
The Trustee shall cause to be kept at an office or agency in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
New York a Certificate Register in which, subject to such reasonable regulations
as it may prescribe, the Trustee shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trustee shall initially serve as Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of Certificates as herein
provided.
Subject to Sections 5.02(b) and 5.02(c), upon surrender for registration of
transfer of any Certificate at the Corporate Trust Office, the Trustee shall
execute, authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of the same Class in authorized
denominations of a like Percentage Interest.
At the option of a Certificateholder, Certificates may be exchanged for
other Certificates of authorized denominations of a like Class and Percentage
Interest, upon surrender of the Certificates to be exchanged at any such office
or agency. Whenever any Certificates are so surrendered for exchange the Trustee
shall execute, countersign and deliver the Certificates which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for registration of transfer or exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder thereof or his
attorney duly authorized in writing.
No service charge shall be made for any registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
All Certificates surrendered for registration of transfer and exchange
shall be canceled and subsequently destroyed by the Trustee and a certificate of
destruction shall be delivered by the Trustee to the Company.
(b) No legal or beneficial interest in all or any portion of the Residual
Certificates may be transferred directly or indirectly to (i) a Disqualified
Organization or an agent of a Disqualified Organization (including a broker,
nominee, or middleman), (ii) an entity that holds REMIC residual securities as
nominee to facilitate the clearance and settlement of such securities through
electronic book-entry changes in accounts of participating organizations (a
"Book-Entry Nominee"), or (iii) an individual, corporation, partnership or other
person unless such transferee (A) is not a Non-U.S. Person or (B) is a Non-U.S.
Person that holds a Residual Certificate in connection with the conduct of a
trade or business within the United States and has furnished the transferor and
the Trustee with an effective Internal Revenue Service Form 4224 or (C) is a
Non-U.S. Person that has delivered to both the transferor and the Trustee an
opinion of a nationally recognized tax counsel to the effect that the transfer
of a Residual Certificate to it is in accordance with the requirements of the
Code and the regulations promulgated thereunder and that such transfer of a
Residual Certificate will not be disregarded for federal income tax purposes
(any such person who is not covered by clause (A), (B) or (C) above being
referred to herein as a "Non-permitted Foreign Holder"), and any such purported
transfer shall be void and have no effect. The Trustee shall not execute, and
shall not authenticate and deliver, a Residual Certificate in connection with
any transfer thereof unless the transferor shall have provided to the Trustee an
affidavit, substantially in the form attached as Exhibit F hereto, signed by the
transferee, to the effect that the transferee is not such a Disqualified
Organization, an agent (including a broker, nominee, or middleman) for any
entity as to which the transferee has not received a substantially similar
affidavit, a Book-Entry Nominee or a Non-permitted Foreign Holder, which
affidavit shall contain the consent of the transferee to any such amendments of
this Agreement as may be required to further effectuate the foregoing
restrictions on transfer of the Residual Certificates to Disqualified
Organizations, Book-Entry Nominees or Non-permitted Foreign Holders, and an
agreement by the Transferee that it will not transfer a Residual Certificate
without providing to the Trustee an affidavit substantially in the form attached
as Exhibit F hereto and a letter substantially in the form attached as Exhibit G
hereto. Such affidavit shall also contain the statement of the transferee that
(i) it does not have the intention to impede the assessment or collection of any
federal, state or local taxes legally required to be paid with respect to the
Residual Certificates and (ii) it understands that it may incur tax liabilities
in excess of cash flows generated by a Residual Certificate and that it intends
to pay taxes associated with holding a Residual Certificate as they become due.
The affidavit described in the preceding paragraph, if not executed in
connection with the initial issuance of the Residual Certificates, shall be
accompanied by a written statement in the form attached as Exhibit G hereto,
signed by the transferor, to the effect that as of the time of the transfer, the
transferor has (i) no actual knowledge that the transferee is a Disqualified
Organization, Book-Entry Nominee or Non-permitted Foreign Holder, (ii) no reason
to believe that the transferee has the intention to impede the assessment or
collection of any federal, state or local taxes legally required to be paid with
respect to a Residual Certificate, and (iii) conducted a reasonable
investigation and found that the transferee had historically paid its debts as
they came due and found no significant evidence to indicate that the transferee
will not continue to pay its debts as they become due. The Residual Certificates
shall bear a legend referring to the foregoing restrictions contained in this
paragraph and the preceding paragraph.
Upon notice to the Company that any legal or beneficial interest in any
portion of the Residual Certificates has been transferred, directly or
indirectly, to a Disqualified Organization or agent thereof (including a broker,
nominee, or middleman) in contravention of the foregoing restrictions, (i) such
transferee shall be deemed to hold the Residual Certificate in constructive
trust for the last transferor who was not a Disqualified Organization or agent
thereof, and such transferor shall be restored as the owner of such Residual
Certificate as completely as if such transfer had never occurred, provided that
the Company may, but is not required to, recover any distributions made to such
transferee with respect to the Residual Certificate and return such recovery to
the transferor, and (ii) the Company agrees to furnish to the Internal Revenue
Service and to any transferor of the Residual Certificate or such agent (within
60 days of the request therefor by the transferor or agent) such information
necessary to the application of section 860E(e) of the Code as may be required
by the Code, including but not limited to the present value of the total
anticipated excess inclusions with respect to the Residual Certificate (or
portion thereof) for periods after such transfer. At the election of the
Company, the cost to the Company of computing and furnishing such information
may be charged to the transferor or such agent referred to above; however, the
Company shall in no event be excused from furnishing such information.
The restrictions on transfers of the Residual Certificates set forth in the
preceding three paragraphs shall cease to apply to transfers (and the applicable
portions of the legend to the Residual Certificates may be deleted) after
delivery to the Trustee of an Opinion of Counsel to the effect that the
elimination of such restrictions will not cause the REMIC established hereunder
to fail to qualify as a REMIC at any time that the Certificates are outstanding.
No transfer of a Restricted Certificate shall be made unless such transfer
is made pursuant to an effective registration statement under the Securities Act
of 1933, as amended (the "Act"), and any applicable state securities laws, in
each case as evidenced by an Officer's Certificate, or is exempt from the
registration requirements of the Act and any applicable state securities laws.
In the event of such registration, any restrictive legends set forth in the form
of the relevant Restricted Certificate in Exhibit A hereto with respect to the
Act and state securities law restrictions shall be removed by the Trustee upon
request of the Holder thereof and automatically upon exchange or registration of
transfer thereof. As a condition to any transfer that is to be made in reliance
upon an exemption from the Act and such laws of a (i) Class PO or Class S
Certificate or (ii) Restricted Junior Certificate to any person other than a QIB
(as certified by the proposed transferee in the form of assignment attached to
the related Certificate), either (x) the Trustee shall require the transferee to
execute an investment letter in the form substantially as set forth in Exhibit I
hereto or in such other form as may be acceptable to the Trustee, certifying as
to the facts surrounding such transfer, or (y) in lieu of such investment
letter, the Trustee may accept a written Opinion of Counsel (in form and
substance acceptable to the Trustee) that such proposed transfer may be made
pursuant to an exemption from the Act. As an additional condition to any
transfer of a Restricted Certificate, either (i) the transferor and the
transferee shall complete the form of assignment attached to the Certificate
proposed to be transferred, or (ii) the Trustee shall have received the
above-referenced Opinion of Counsel. The holder of any Restricted Certificate
desiring to effect the transfer thereof to a person other than a QIB shall, and
hereby agrees to, comply with any applicable conditions set forth in the
preceding two sentences and indemnify the Trustee and the Company against any
liability that may result if the transfer thereof is not so exempt or is not
made in accordance with such federal and state laws. Such agreement to so
indemnify the Trustee and the Company shall survive the termination of this
Agreement. Notwithstanding the foregoing, no Opinion of Counsel or investment
letter shall be required upon the original issuance of (i) the Restricted Junior
Certificates to the Initial Purchaser (as defined in the Private Placement
Memorandum) or its nominee and (ii) the Class PO or Class S Certificates to the
Company or upon any subsequent transfer of any Class PO or Class S Certificate
by the Company, provided that if any Restricted Junior Certificates are, at the
request of the Initial Purchaser, registered in the name of its nominee, the
Initial Purchaser shall be deemed to acknowledge and agree with the Company and
the Trustee that no transfer of a beneficial interest in such Certificates will
be made without registering such Certificates in the name of the transferee,
which shall be a Person other than such nominee. Any opinion or letter required
pursuant to this paragraph shall not be at the expense of the Trust Fund or the
Trustee.
(c) (i) No transfer of an ERISA-Restricted Certificate in the form of a
Definitive Certificate shall be made to any Person unless the Trustee has
received (A) a certificate (substantially in the form of Exhibit E or such other
form as is acceptable to the Company and the Trustee) from such transferee to
the effect that such transferee (i) is not a Plan or a Person that is using the
assets of a Plan to acquire such ERISA-Restricted Certificate or (ii) is an
insurance company investing assets of its general account and the exemptions
provided by Section III(a) of Department of Labor Prohibited Transaction Class
Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemptions") apply to
the transferee's acquisition and holding of any ERISA-Restricted Certificate or
(B) an opinion of counsel satisfactory to the Trustee and the Company to the
effect that the purchase and holding of such a Certificate will not constitute
or result in the assets of the Trust Fund being deemed to be "plan assets"
subject to the prohibited transactions provisions of ERISA or Section 4975 of
the Code and will not subject the Trustee or the Company to any obligation in
addition to those undertaken in the Agreement; provided, however, that the
Trustee will not require such certificate or opinion in the event that, as a
result of a change of law or otherwise, counsel satisfactory to the Trustee has
rendered an opinion to the effect that the purchase and holding of an
ERISA-Restricted Certificate by a Plan or a Person that is purchasing or holding
such a Certificate with the assets of a Plan will not constitute or result in a
prohibited transaction under ERISA or Section 4975 of the Code. The preparation
and delivery of the certificate and opinions referred to above shall not be an
expense of the Trust Fund, the Trustee or the Company. Notwithstanding the
foregoing, no opinion or certificate shall be required for the initial issuance
of the ERISA-Restricted Certificates.
(ii) No transfer of a Residual Certificate shall be made to any Person
unless the Trustee has received a certification (substantially in the form of
paragraph 4 of Exhibit F) from such transferee to the effect that, among other
things, such transferee is not a Plan or a Person that is using the assets of a
Plan to acquire any such Certificate. The preparation and delivery of such
certificate shall not be an expense of the Trust Fund, the Trustee or the
Company.
(d) Subject to Section 8.01(i) hereof, the Trustee may conclusively rely
upon any certificate, affidavit or opinion delivered pursuant to Section 5.02(b)
or (c). Any certificate or affidavit required to be delivered by a transferee
under this Section 5.02 may be executed and delivered in the name of such
transferee by its attorney-in-fact duly authorized in writing in form and
substance satisfactory to the Trustee.
(e) Except as to any additional Certificate of any Class of Book-Entry
Certificates held in physical certificated form pursuant to Section 5.02(g) or
any Restricted Junior Certificate of any Class of Book-Entry Certificates that
is transferred to an entity other than a QIB, the Book-Entry Certificates shall,
subject to Section 5.02(f), at all times remain registered in the name of the
Depository or its nominee and at all times: (i) registration thereof may not be
transferred by the Trustee except to another Depository; (ii) the Depository
shall maintain book-entry records with respect to the Certificate Owners and
with respect to ownership and transfers of such Certificates; (iii) ownership
and transfers of registration of the Certificates issued in book-entry form on
the books of the Depository shall be governed by applicable rules established by
the Depository and the rights of Certificate Owners with respect to Book-Entry
Certificates shall be governed by applicable law and agreements between such
Certificate Owners and the Depository, Depository Participants, and indirect
participating firms; (iv) the Depository may collect its usual and customary
fees, charges and expenses from its Depository Participants; (v) the Trustee
shall deal with the Depository, Depository Participants and indirect
participating firms as authorized representatives of the Certificate Owners of
the Certificates issued in book-entry form for all purposes including the making
of payments due on the Book-Entry Certificates and exercising the rights of
Holders under this Agreement, and requests and directions for and votes of such
representatives shall not be deemed to be inconsistent if they are made with
respect to different Certificate Owners; (vi) the Trustee may rely and shall be
fully protected in relying upon information furnished by the Depository with
respect to its Depository Participants and furnished by the Depository
Participants with respect to indirect participating firms and persons shown on
the books of such indirect participating firms as direct or indirect Certificate
Owners; (vii) Certificate Owners shall not be entitled to certificates for the
Book-Entry Certificates and (viii) the Trustee may establish a reasonable record
date in connection with solicitations of consents from or voting by
Certificateholders and give notice to the Depository of such record date.
All transfers by Certificate Owners of Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository Participant
or brokerage firm representing such Certificate Owner. Each Depository
Participant shall only transfer Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository's normal procedures. Except as provided herein, the Trustee shall
have no duty to monitor or restrict the transfer of Certificates or interests
therein, and shall have no liability for any transfer, including any transfer
made through the book-entry facilities of the Depository or between or among
Depository Participants or Certificate Owners, made in violation of applicable
restrictions set forth herein, except in the event of the failure of the Trustee
to perform its duties and fulfill its obligations under this Agreement.
(f) If (x)(i) the Company or the Depository advises the Trustee in writing
that the Depository is no longer willing, qualified or able to properly
discharge its responsibilities as Depository, and (ii) the Trustee or the
Company is unable to locate a qualified successor, (y) the Company at its option
advises the Trustee in writing that it elects to terminate the book-entry system
through the Depository or (z) after the occurrence of an Event of Default,
Certificate Owners representing not less than 51% of the aggregate Voting Rights
allocated to the Book-Entry Certificates together advise the Trustee and the
Depository through the Depository Participants in writing that the continuation
of a book-entry system through the Depository is no longer in the best interests
of the Certificate Owners, the Trustee shall notify all Certificate Owners,
through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to Certificate Owners requesting the
same. Upon surrender to the Trustee of such Certificates by the Depository,
accompanied by registration instructions from the Depository for registration,
the Trustee shall issue the Definitive Certificates. Neither the Company nor the
Trustee shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates all references herein to
obligations imposed upon or to be performed by the Depository shall be deemed to
be imposed upon and performed by the Trustee, to the extent applicable with
respect to such Definitive Certificates and the Trustee shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder.
(g) On or prior to the Closing Date, there shall be delivered to the
Depository (or to State Street Bank and Trust Company acting as custodian for
the Depository pursuant to the Depository's procedures) one certificate for each
Class of Book-Entry Certificates registered in the name of the Depository's
nominee, Cede & Co. The face amount of each such Certificate shall represent
100% of the initial Class Certificate Principal Balance thereof, except for such
amount that does not constitute an acceptable denomination to the Depository. An
additional Certificate of each Class of Book-Entry Certificates may be issued
evidencing such remainder and, if so issued, will be held in physical
certificated form by the Holders thereof. Each Certificate issued in book-entry
form shall bear the following legend:
"Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein."
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any
mutilated Certificate is surrendered to the Certificate Registrar, or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate and (b) there is delivered to the Company, the
Certificate Registrar and the Trustee such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Certificate Registrar or the Trustee that such Certificate has been
acquired by a bona fide purchaser, the Trustee shall execute, countersign and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor, Class and Percentage
Interest. In connection with the issuance of any new Certificate under this
Section 5.03, the Trustee may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Trustee and the
Certificate Registrar) connected therewith. Any duplicate Certificate issued
pursuant to this Section 5.03 shall constitute complete and indefeasible
evidence of ownership in the Trust Fund, as if originally issued, whether or not
the lost, stolen or destroyed Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Company, the Trustee, the
Certificate Registrar and any agent of the Company, the Trustee or the
Certificate Registrar may treat the person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01 and for all other purposes whatsoever,
and neither the Company, the Trustee, the Certificate Registrar nor any agent of
the Company, the Trustee or the Certificate Registrar shall be affected by any
notice to the contrary.
Section 5.05. Access to List of Certificateholders' Names and Addresses.
The Certificate Registrar will furnish or cause to be furnished to the Company,
within 15 days after receipt by the Certificate Registrar of request therefor
from the Company in writing, a list, in such form as the Company may reasonably
require, of the names and addresses of the Certificateholders as of the most
recent Record Date for payment of distributions to Certificateholders. If three
or more Certificateholders (hereinafter referred to as "applicants") apply in
writing to the Trustee, and such application states that the applicants desire
to communicate with other Certificateholders with respect to their rights under
this Agreement or under the Certificates and is accompanied by a copy of the
communication which such applicants propose to transmit, then the Trustee shall,
within five Business Days after the receipt of such application, afford such
applicants access during normal business hours to the most recent list of
Certificateholders held by the Trustee. If such list is as of a date more than
90 days prior to the date of receipt of such applicants' request, the Trustee
shall promptly request from the Certificate Registrar a current list as provided
above, and shall afford such applicants access to such list promptly upon
receipt. Every Certificateholder, by receiving and holding a Certificate, agrees
with the Certificate Registrar and the Trustee that neither the Certificate
Registrar nor the Trustee shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information was derived.
Section 5.06. Representation of Certain Certificateholders. The fiduciary
of any Plan which becomes a Holder of a Certificate, by virtue of its acceptance
of such Certificate, will be deemed to have represented and warranted to the
Trustee and the Company that such Plan is an "accredited investor" as defined in
Rule 501(a)(1) of Regulation D promulgated by the Securities and Exchange
Commission under the Securities Act of 1933.
Section 5.07. Determination of COFI. (a) If the outstanding Certificates
include any COFI Certificates, then on each COFI Determination Date the Trustee
shall determine the value of COFI on the basis of the most recently available
Information Bulletin referred to in the definition of "COFI". The establishment
of COFI by the Trustee and the Trustee's subsequent calculation of the rates of
interest applicable to the COFI Certificates for each Interest Accrual Period
shall (in the absence of manifest error) be final and binding. During each
Interest Accrual Period, the Certificate Interest Rate for the COFI Certificates
for the current and immediately preceding Interest Accrual Period shall be made
available by the Trustee to Certificate Owners and Certificateholders at the
following telephone number: (617) 664-5500.
(b) The failure by the Federal Home Loan Bank of San Francisco to publish
COFI for a period of 65 calendar days will constitute an "Alternative Rate
Event" for purposes hereof. Upon the occurrence of an Alternative Rate Event,
the Company will calculate the Certificate Interest Rates for the COFI
Certificates for the subsequent Interest Accrual Periods by using, in place of
COFI, (i) the replacement index, if any, published or designated by the Federal
Home Loan Bank of San Francisco or (ii) if no replacement index is so published
or designated, an alternative index to be selected by the Company that has
performed, or that the Company expects to perform, in a manner substantially
similar to COFI. At the time an alternative index is first selected by the
Company, the Company shall determine the average number of basis points, if any,
by which the alternative index differed from COFI for such period as the
Company, in its sole discretion, reasonably determines to reflect fairly the
long-term difference between COFI and the alternative index, and shall adjust
the alternative index by such average. The Company shall select a particular
index as an alternative only if it receives an Opinion of Counsel to the effect
that the selection of such index will not cause any REMIC established hereunder
to fail to qualify as a REMIC for federal income tax purposes. In the absence of
manifest error, the selection of any alternative index as provided by this
Section 5.07(b) shall be final and binding for each subsequent Interest Accrual
Period. Upon the occurrence of an Alternative Rate Event, the Trustee shall have
no responsibility for the determination of any alternative index or the
calculation of the Certificate Interest Rates for the COFI Certificates.
(c) If at any time after the occurrence of an Alternative Rate Event the
Federal Home Loan Bank of San Francisco resumes publication of COFI, the
Certificate Interest Rates for the COFI Certificates for each Interest Accrual
Period commencing thereafter will be calculated by reference to COFI.
Section 5.08. Determination of LIBOR. (a) If the outstanding Certificates
include any LIBOR Certificates, then on each LIBOR Determination Date the
Trustee shall determine LIBOR for the related Interest Accrual Period as such
rate equal to the Interest Settlement Rate. If such rate does not appear on the
Designated Telerate Page as of 11:00 a.m., London time, on the applicable LIBOR
Determination Date:
(i) The Trustee will request the principal London office of each Reference
Bank (as defined in Section 5.08(e)) to provide such bank's offered quotation
(expressed as a percentage per annum) to prime banks in the London interbank
market for one-month U.S. Dollar deposits as of 11:00 a.m., London time, on the
applicable LIBOR Determination Date.
(ii) If on any LIBOR Determination Date, two or more of the Reference Banks
provide such offered quotations, LIBOR for the next Interest Accrual Period will
be the arithmetic mean of such offered quotations (rounding such arithmetic mean
upwards, if necessary, to the nearest whole multiple of 1/16%). If on any LIBOR
Determination Date only one or none of the Reference Banks provide such offered
quotations, LIBOR for the next Interest Accrual Period will be the rate per
annum the Trustee determines to be the arithmetic mean (rounding such arithmetic
mean upwards, if necessary, to the nearest whole multiple of 1/16%) of the
one-month Eurodollar lending rate that three major banks in New York City
selected by the Trustee are quoting as of approximately 11:00 a.m., New York
City time, on the first day of the applicable Interest Accrual Period.
(iii) If on any LIBOR Determination Date the Trustee is required but unable
to determine LIBOR in the manner provided in subparagraph (ii) of this Section
5.08(a), LIBOR for the next Interest Accrual Period will be LIBOR as determined
on the previous LIBOR Determination Date, or, in the case of the first LIBOR
Determination Date, the Initial LIBOR Rate.
(b) The establishment of LIBOR by the Trustee and the Trustee's subsequent
calculation of the Certificate Interest Rates applicable to the LIBOR
Certificates for the relevant Interest Accrual Period, in the absence of
manifest error, will be final and binding.
(c) Within five Business Days of the Trustee's calculation of the
Certificate Interest Rates of the LIBOR Certificates, the Trustee shall furnish
to the Company by telecopy (or by such other means as the Trustee and the
Company may agree from time to time) such Certificate Interest Rates.
(d) The Trustee shall provide to Certificateholders who inquire of it by
telephone the Certificate Interest Rates of the LIBOR Certificates for the
current and immediately preceding Interest Accrual Period.
(e) As used herein, "Reference Banks" shall mean no more than four leading
banks engaged in transactions in Eurodollar deposits in the international
Eurocurrency market (i) with an established place of business in London,
England, (ii) whose quotations appear on the display designated "LIBO" on the
Reuters Monitor Money Rates Service (the "Reuters Screen LIBO Page") on the
applicable LIBOR Determination Date and (iii) which have been designated as such
by the Trustee and are able and willing to provide such quotations to the
Trustee on each LIBOR Determination Date. The Reference Banks initially shall
be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company
and Bankers Trust Company. If any of the initial Reference Banks should be
removed from the Reuters Screen LIBO Page or in any other way fail to meet the
qualifications of a Reference Bank, or if such page is no longer published, the
Trustee, after consultation with the Company, shall use its best efforts to
designate alternate Reference Banks.
ARTICLE VI
THE COMPANY
Section 6.01. Liability of the Company. The Company shall be liable in
accordance herewith only to the extent of the obligations specifically imposed
upon and undertaken by the Company herein.
Section 6.02. Merger or Consolidation of, or Assumption of the Obligations
of, the Company. Any corporation into which the Company may be merged or
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Company shall be a party, or any corporation
succeeding to the business of the Company, or any corporation, more than 50% of
the voting stock of which is, directly or indirectly, owned by General Electric
Company, or any limited partnership, the sole general partner of which is either
the Company or a corporation, more than 50% of the voting stock of which is
owned, directly or indirectly, by General Electric Company, which executes an
agreement of assumption to perform every obligation of the Company hereunder,
shall be the successor of the Company hereunder, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
Section 6.03. Assignment. The Company may assign its rights and delegate
its duties and obligations as servicer under this Agreement; provided, that (i)
the purchaser or transferee accepting such assignment or delegation is qualified
to service mortgage loans for FNMA or FHLMC, is reasonably satisfactory to the
Trustee and executes and delivers to the Trustee an agreement, in form and
substance reasonably satisfactory to the Trustee, which contains an assumption
by such purchaser or transferee of the due and punctual performance and
observance of each covenant and condition to be performed or observed by the
Company as servicer hereunder from and after the date of such agreement and (ii)
each Rating Agency's rating of any Classes of Certificates in effect immediately
prior to such assignment or delegation would not be qualified, downgraded or
withdrawn as a result thereof. In the case of any such assignment or delegation,
the Company will be released from its obligations as servicer hereunder except
for liabilities and obligations as servicer incurred prior to such assignment or
delegation.
Section 6.04. Limitation on Liability of the Company and Others. Neither
the Company nor any of the directors or officers or employees or agents of the
Company shall be under any liability to the Trust Fund or the Certificateholders
for any action taken or for refraining from the taking of any action by the
Company pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Company or any such person
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties of the
Company or by reason of reckless disregard of obligations and duties of the
Company hereunder. The Company and any director or officer or employee or agent
of the Company may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder. The Company and any director or officer or employee or agent of the
Company shall be indemnified by the Trust Fund and held harmless against any
loss, liability or expense incurred in connection with any legal action relating
to this Agreement or the Certificates, other than any loss, liability or expense
related to any specific Mortgage Loan or Mortgage Loans (except as any such
loss, liability or expense shall be otherwise reimbursable pursuant to this
Agreement) and any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder. The Company shall be under no obligation to appear in, prosecute or
defend any legal action which is not incidental to its duties to service the
Mortgage Loans in accordance with this Agreement and which in its opinion may
involve it in any expense or liability; provided, however, that the Company may
in its sole discretion undertake any such action which it may deem necessary or
desirable in respect of this Agreement, and the rights and duties of the parties
hereto and the interests of the Certificateholders hereunder. In such event, the
legal expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities of the Trust Fund and the Company shall
be entitled to be reimbursed therefor from amounts credited to the Mortgage Loan
Payment Record as provided by Section 3.04.
Section 6.05. The Company Not to Resign. Subject to the provisions of
Sections 6.02 and 6.03, the Company shall not resign from the obligations and
duties hereby imposed on it except upon determination that the performance of
its duties hereunder is no longer permissible under applicable law. Any such
determination permitting the resignation of the Company shall be evidenced by an
Opinion of Counsel to such effect delivered to the Trustee. No such resignation
shall become effective until the Trustee or a successor servicer shall have
assumed the responsibilities and obligations of the Company in accordance with
Section 7.02.
ARTICLE VII
DEFAULT
Section 7.01. Events of Default. If any one of the following events
("Events of Default") shall occur and be continuing:
(i) Any failure by the Company to make any payment to the Trustee of funds
pursuant to Section 3.02(d) out of which distributions to Certificateholders of
any Class are required to be made under the terms of the Certificates and this
Agreement which failure continues unremedied for a period of three Business Days
after the date upon which written notice of such failure shall have been given
to the Company by the Trustee or to the Company and the Trustee by Holders of
Certificates of each Class affected thereby evidencing, as to each such Class,
Percentage Interests aggregating not less than 25%; or
(ii) Failure on the part of the Company duly to observe or perform in any
material respect any other covenants or agreements of the Company set forth in
the Certificates or in this Agreement, which covenants and agreements (A)
materially affect the rights of Certificateholders and (B) continue unremedied
for a period of 60 days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Company by the
Trustee, or to the Company and the Trustee by the Holders of Certificates of
each Class affected thereby evidencing, as to each such Class, Percentage
Interests aggregating not less than 25%; or
(iii) The entry of a decree or order by a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a
conservator, receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings of or relating to
the Company, or for the winding up or liquidation of the Company's affairs, and
the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days; or
(iv) The consent by the Company to the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt, marshalling of
assets and liabilities or similar proceedings of or relating to the Company or
of or relating to substantially all of its property; or the Company shall admit
in writing its inability to pay its debts generally as they become due, file a
petition to take advantage of any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations;
then, and in each and every such case, so long as an Event of Default shall not
have been remedied by the Company, either the Trustee, or the Holders of
Certificates of each Class affected thereby evidencing, as to each such Class,
Percentage Interests aggregating not less than 51%, by notice then given in
writing to the Company (and to the Trustee if given by the Certificateholders)
may terminate all of the rights and obligations of the Company as servicer under
this Agreement. On or after the receipt by the Company of such written notice,
all authority and power of the Company under this Agreement, whether with
respect to the Certificates or the Mortgage Loans or otherwise, shall pass to
and be vested in the Trustee pursuant to and under this Section 7.01; and,
without limitation, the Trustee is hereby authorized and empowered to execute
and deliver, on behalf of the Company, as attorney-in-fact or otherwise, any and
all documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement of the Mortgage
Loans and related documents, or otherwise, including, without limitation, the
recordation of the assignments of the Mortgage Loans to it. The Company agrees
to cooperate with the Trustee in effecting the termination of the
responsibilities and rights of the Company hereunder, including, without
limitation, the transfer to the Trustee for the administration by it of all cash
amounts that shall at the time be held by the Company and that have been or
should have been credited by it to the Mortgage Loan Payment Record, or that
have been deposited by the Company in the Certificate Account or are thereafter
received by the Company with respect to the Mortgage Loans. In addition to any
other amounts which are then, or, notwithstanding the termination of its
activities as servicer, may become, payable to the Company under this Agreement,
the Company shall be entitled to receive out of any delinquent payment on
account of interest on a Mortgage Loan, due during the period prior to the
notice pursuant to this Section 7.01 which terminates the obligation and rights
of the Company hereunder and received after such notice, that portion of such
payment which it would have been entitled to retain pursuant to Section 3.04(vi)
if such notice had not been given.
Section 7.02. Trustee to Act; Appointment of Successor. (a) On and after
the time the Company receives a notice of termination pursuant to Section 7.01,
the Trustee shall be the successor in all respects to the Company in its
capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall succeed to all the rights of and be subject to all
the responsibilities, duties and liabilities relating thereto placed on the
Company in its capacity as servicer by the terms and provisions hereof;
provided, however, that the responsibilities and duties of the Company pursuant
to Sections 2.02 and 2.03(a) and, if the Trustee is prohibited by law or
regulation from making Monthly Advances, the responsibility to make Monthly
Advances pursuant to Section 4.04, shall not be the responsibilities, duties or
obligations of the Trustee; and provided further, that any failure of the
Trustee to perform such duties and responsibilities that is caused by the
Company's failure to cooperate with the Trustee as required by Section 7.01
shall not be considered a default by the Trustee hereunder. As compensation
therefor, the Trustee shall, except as provided in Section 7.01, be entitled to
such compensation as the Company would have been entitled to hereunder if no
such notice of termination had been given. Notwithstanding the above, the
Trustee may, if it shall be unwilling so to act, or shall, if it is legally
unable so to act, appoint, or petition a court of competent jurisdiction to
appoint, any established housing and home finance institution approved to
service mortgage loans for either FNMA or FHLMC, having a net worth of not less
than $10,000,000, as the successor to the Company hereunder in the assumption of
all or any part of the responsibilities, duties or liabilities of the Company
hereunder. Pending appointment of a successor to the Company pursuant to this
Article VII, unless the Trustee is prohibited by law from so acting, the Trustee
shall act in such capacity as hereinabove provided. In connection with such
appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans as it and such
successor shall agree; provided, however, that no such compensation shall be in
excess of that permitted the Company hereunder. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession.
(b) Any successor, including the Trustee, to the Company as servicer
pursuant to this Article VII shall during the term of its service as servicer
maintain in force (i) a policy or policies of insurance covering errors and
omissions in the performance of its obligations as servicer hereunder, and (ii)
a fidelity bond in respect of its officers, employees and agents to the same
extent as the Company is so required pursuant to Section 3.15.
Section 7.03. Notification to Certificateholders. Upon any termination or
appointment of a successor to the Company pursuant to this Article VII, the
Trustee shall give prompt written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register.
ARTICLE VIII
THE TRUSTEE
Section 8.01. Duties of Trustee. The Trustee, prior to the occurrence of an
Event of Default and after the curing of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. If an Event of Default has occurred
(which has not been cured), the Trustee shall exercise such of the rights and
powers vested in it by this Agreement, and use the same degree of care and skill
in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.
The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement.
No provision of this Agreement shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the curing of
all such Events of Default which may have occurred, the duties and obligations
of the Trustee shall be determined solely by the express provisions of this
Agreement, the Trustee shall not be liable except for the performance of such
duties and obligations as are specifically set forth in this Agreement, no
implied covenants or obligations shall be read into this Agreement against the
Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee
may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon any certificates or opinions furnished to
the Trustee and conforming to the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error of judgment
made in good faith by a Responsible Officer of the Trustee, unless it shall be
proved that the Trustee was negligent in performing its duties in accordance
with the terms of this Agreement;
(iii) The Trustee shall not be personally liable with respect to any action
taken, suffered or omitted to be taken by it in good faith in accordance with
the direction of the Holders of Certificates of each Class affected thereby
evidencing, as to each such Class, Percentage Interests aggregating not less
than 25%, relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee, under this Agreement; and
(iv) The Trustee shall not be charged with knowledge of (A) any failure by
the Company to comply with the obligations of the Company referred to in clauses
(i) and (ii) of Section 7.01, (B) the rating downgrade referred to in the
definition of "Trigger Event" or (C) any failure by the Company to comply with
the obligations of the Company to record the assignments of Mortgages referred
to in Section 2.01 unless a Responsible Officer of the Trustee at the Corporate
Trust Office obtains actual knowledge of such failures, occurrence or downgrade
or the Trustee receives written notice of such failures, occurrence or downgrade
from the Company or the Holders of Certificates of each Class affected thereby
evidencing, as to each such Class, Percentage Interests aggregating not less
than 25%.
Subject to any obligation of the Trustee to make Monthly Advances as
provided herein, the Trustee shall not be required to expend or risk its own
funds or otherwise incur financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it, and
none of the provisions contained in this Agreement shall in any event require
the Trustee to perform, or be responsible for the manner of performance of, any
of the obligations of the Company under this Agreement, except during such time,
if any, as the Trustee shall be the successor to, and be vested with the rights,
duties, powers and privileges of, the Company in accordance with the terms of
this Agreement.
Section 8.02. Certain Matters Affecting the Trustee. Except as otherwise
provided in Section 8.01:
(i) The Trustee may conclusively rely and shall be protected in acting or
refraining from acting upon any resolution, Officer's Certificate, certificate
of auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;
(ii) The Trustee may consult with counsel and any Opinion of Counsel shall
be full and complete authorization and protection in respect of any action taken
or suffered or omitted by it hereunder in good faith and in accordance with such
Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Agreement, or to institute, conduct or
defend any litigation hereunder or in relation hereto, at the request, order or
direction of any of the Certificateholders, pursuant to the provisions of this
Agreement, unless such Certificateholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which may be incurred therein or thereby; nothing contained herein shall,
however, relieve the Trustee of the obligations, upon the occurrence of an Event
of Default (which has not been cured), to exercise such of the rights and powers
vested in it by this Agreement, and to use the same degree of care and skill in
their exercise as a prudent person would exercise or use under the circumstances
in the conduct of his or her own affairs;
(iv) The Trustee shall not be personally liable for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this Agreement;
(v) Prior to the occurrence of an Event of Default and after the curing of
all Events of Default which may have occurred, the Trustee shall not be bound to
make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper or documents, unless requested in writing
so to do by Holders of Certificates of each Class affected thereby evidencing,
as to each such Class, Percentage Interests aggregating not less than 25%;
provided, however, that if the payment within a reasonable time to the Trustee
of the costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Trustee, not reasonably assured
to the Trustee by the security afforded to it by the terms of this Agreement,
the Trustee may require reasonable indemnity against such cost, expense or
liability as a condition to such proceeding. The reasonable expense of every
such investigation shall be paid by the Company or, if paid by the Trustee,
shall be reimbursed by the Company upon demand. Nothing in this clause (v) shall
derogate from the obligation of the Company to observe any applicable law
prohibiting disclosure of information regarding the Mortgagors; and
(vi) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys or a custodian.
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans. The
recitals contained herein and in the Certificates (other than the signature and
countersignature of the Trustee on the Certificates) shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representations as to the validity
or sufficiency of this Agreement or of the Certificates (other than the
signature and countersignature of the Trustee on the Certificates) or of any
Mortgage Loan or related document. The Trustee shall not be accountable for the
use or application by the Company of any of the Certificates or of the proceeds
of such Certificates, or for the use or application of any funds paid to the
Company in respect of the Mortgage Loans or deposited in or withdrawn from the
Certificate Account by the Company.
Section 8.04. Trustee May Own Certificates. The Trustee in its individual
or any other capacity may become the owner or pledgee of Certificates with the
same rights as it would have if it were not Trustee.
Section 8.05. The Company to Pay Trustee's Fees and Expenses. The Company
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by it in the execution of the trusts hereby created
and in the exercise and performance of any of the powers and duties hereunder of
the Trustee, and the Company will pay or reimburse the Trustee upon its request
for all reasonable expenses, disbursements and advances (including any Monthly
Advances of the Trustee not previously reimbursed thereto pursuant to Section
3.04) incurred or made by the Trustee in accordance with any of the provisions
of this Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its
negligence or bad faith or which is the responsibility of Certificateholders
hereunder. In addition, the Company covenants and agrees to indemnify the
Trustee from, and hold it harmless against, any and all losses, liabilities,
damages, claims or expenses other than those resulting from the negligence or
bad faith of the Trustee. From time to time, the Trustee may request that the
Company debit the Mortgage Loan Payment Record pursuant to Section 3.04 to
reimburse the Trustee for any Monthly Advances and Nonrecoverable Advances.
Section 8.06. Eligibility Requirements for Trustee. The Trustee hereunder
shall at all times be a corporation having its principal office either in the
State of New York or in the same state as that in which the initial Trustee
under this Agreement has its principal office and organized and doing business
under the laws of such State or the United States of America, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority. If such corporation publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section 8.06,
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. The Trustee shall not be an affiliate of the Company. In case at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 8.06, the Trustee shall resign immediately in the
manner and with the effect specified in Section 8.07.
Section 8.07. Resignation or Removal of Trustee. The Trustee may at any
time resign and be discharged from the trusts hereby created by giving written
notice thereof to the Company. Upon receiving such notice of resignation, the
Company shall promptly appoint a successor Trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor Trustee. If no successor Trustee shall
have been so appointed and having accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.
If the conditions in any of the following clauses (i), (ii) or (iii) shall
occur at any time, the Company may remove the Trustee: (i) the Trustee shall
cease to be eligible in accordance with the provisions of Section 8.06 and shall
fail to resign after written request therefor by the Company; (ii) the Trustee
shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or
a receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation; or (iii)
the replacement of the Trustee with a successor Trustee will enable the Company
to avoid (and should, based on the information included in the notice referred
to below, result in the avoidance of) a downgrading of the ratings assigned to
the Certificates by the Rating Agencies (whether or not other actions could
avoid such downgrading) and no Event of Default, as provided by Section 7.01
hereof, shall have occurred or be continuing; provided, however, that no action
shall be taken pursuant to this clause (iii) unless reasonable notice shall have
been provided to the Trustee, which notice shall set forth the basis for any
rating downgrade as contemplated by the Rating Agencies and shall also indicate
the manner in which such proposed action is intended to avoid such downgrade. If
it removes the Trustee under the authority of the immediately preceding
sentence, the Company shall promptly appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee.
Any resignation or removal of the Trustee and appointment of a successor
Trustee pursuant to any of the provisions of this Section 8.07 shall not become
effective until acceptance of appointment by the successor Trustee as provided
in Section 8.08.
Section 8.08. Successor Trustee. Any successor Trustee appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the Company
and to its predecessor Trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee. The predecessor Trustee shall deliver to the successor Trustee
all Mortgage Files and related documents and statements held by it hereunder;
and the Company and the predecessor Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for fully and
certainly vesting and confirming in the successor Trustee all such rights,
powers, duties and obligations.
No successor Trustee shall accept appointment as provided in this Section
8.08 unless at the time of such acceptance such successor Trustee shall be
eligible under the provisions of Section 8.06.
Upon acceptance of appointment by a successor Trustee as provided in this
Section 8.08, the Company shall mail notice of the succession of such Trustee
hereunder to all holders of Certificates at their addresses as shown in the
Certificate Register. If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor Trustee, the successor Trustee
shall cause such notice to be mailed at the expense of the Company.
Section 8.09. Merger or Consolidation of Trustee. Any corporation into
which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided that such corporation shall be
eligible under the provisions of Section 8.06, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
Section 8.10. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing any Mortgage Note may at the time be
located, the Company and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly with the
Trustee, of all or any part of the Trust Fund, or separate trustee or separate
trustees of any part of the Trust Fund, and to vest in such Person or Persons,
in such capacity and for the benefit of the Certificateholders, such title to
the Trust Fund, or any part thereof, and, subject to the other provisions of
this Section 8.10, such powers, duties, obligations, rights and trusts as the
Company and the Trustee may consider necessary or desirable. If the Company
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 and no notice to
Certificateholders of the appointment of any co-trustee or separate trustee
shall be required under Section 8.08.
Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:
(i) All rights, powers, duties and obligations conferred or imposed upon
the Trustee shall be conferred or imposed upon and exercised or performed by the
Trustee and such separate trustee or co-trustee jointly (it being understood
that such separate trustee or co-trustee is not authorized to act separately
without the Trustee joining in such act), except to the extent that under any
law of any jurisdiction in which any particular act or acts are to be performed
(whether as Trustee hereunder or as successor to the Company hereunder), the
Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to the Trust Fund or any portion thereof in any such jurisdiction)
shall be exercised and performed singly by such separate trustee or co-trustee,
but solely at the direction of the Trustee;
(ii) No trustee hereunder shall be held personally liable by reason of any
act or omission of any other trustee hereunder; and
(iii) The Company and the Trustee acting jointly may at any time accept the
resignation of or remove any separate trustee or co-trustee.
Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to the
Company.
Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11. Compliance with REMIC Provisions; Tax Returns. The Trustee
shall at all times act in such a manner in the performance of its duties
hereunder as shall be necessary to prevent the Trust Fund from failing to
qualify as a REMIC and to prevent the imposition of a tax on the Trust Fund or
the REMIC established hereunder. The Trustee, upon request, will furnish the
Company with all such information within its possession as may be reasonably
required in connection with the preparation of all tax returns of the Trust Fund
and any Reserve Fund, and shall, upon request, execute such returns.
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Repurchase by the Company or Liquidation of
All Mortgage Loans. Subject to Section 9.02, the respective obligations and
responsibilities of the Company and the Trustee created hereby (other than the
obligation of the Trustee to make certain payments to Certificateholders after
the final Distribution Date and the obligation of the Trustee to send certain
notices as hereinafter set forth) shall terminate upon the last action required
to be taken by the Trustee on the final Distribution Date pursuant to this
Article IX following the earlier of (a) the repurchase by the Company of all
Mortgage Loans and all REO Mortgage Loans remaining in the Trust Fund at a price
equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage
Loan (other than any REO Mortgage Loans described in the following clause) as of
the first day of the month in which such purchase price is to be distributed to
Certificateholders plus accrued and unpaid interest thereon at the applicable
Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly
Advances) to the first day of the month in which such purchase price is to be
distributed to Certificateholders and (y) the appraised value of any REO
Mortgage Loan (less the good faith estimate of the Company of Liquidation
Expenses to be incurred in connection with its disposal thereof), such appraisal
to be conducted by an appraiser mutually agreed upon by the Company and the
Trustee, and (b) the later of the final payment or other liquidation (or any
Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund or the disposition of all property acquired upon foreclosure or by
deed in lieu of foreclosure of any Mortgage Loan; provided, however, that in no
event shall the Trust Fund created hereby continue beyond the expiration of 21
years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States of America to the Court of St.
James's, living on the date of this Agreement. The right of the Company to
repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned
upon the aggregate of the Scheduled Principal Balance of the Outstanding
Mortgage Loans, at the time of any such repurchase, aggregating less than 10
percent of the aggregate of the Scheduled Principal Balance of the Mortgage
Loans as of the Cut-off Date.
Notice of any termination, specifying the Distribution Date upon which the
Certificateholders may surrender their Certificates to the Trustee for payment
of the final distribution and cancellation, shall be given promptly by the
Trustee by letter to Certificateholders mailed not earlier than the 15th day and
not later than the 25th day of the month next preceding the month of such final
distribution specifying (A) the Distribution Date upon which final payment of
the Certificates will be made upon presentation and surrender of the
Certificates at the office of the Trustee therein designated, (B) the amount of
any such final payment and (C) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon presentation
and surrender of the Certificates at the office of the Trustee therein
specified. The Trustee shall give such notice to the Certificate Registrar at
the time such notice is given to Certificateholders. In the event such notice is
given in connection with the exercise by the Company of its right of repurchase,
the Company shall deposit in the Certificate Account not later than 11:00 a.m.
on the Business Day prior to the final Distribution Date in next-day funds an
amount equal to the price described above. Upon presentation and surrender of
the Certificates, the Trustee shall cause to be distributed to
Certificateholders an amount equal to the price calculated as above provided,
any such repurchase being in lieu of the distribution otherwise required to be
made on the Distribution Date upon which the repurchase is effected. Upon
certification to the Trustee by a Servicing Officer following such final
deposit, the Trustee shall promptly release to the Company the Mortgage Files
for the repurchased Mortgage Loans.
On the final Distribution Date, the Trustee shall distribute amounts on
deposit in the Certificate Account and, if applicable, in any Rounding Account,
in accordance with the applicable priorities and uses provided by Sections 4.01
and 4.10. Distributions on each Certificate shall be made on the final
Distribution Date in the manner specified in Section 4.02 but only upon
presentation and surrender of the Certificates.
In the event that all of the Certificateholders shall not surrender their
Certificates for cancellation within six months after the date specified in the
above-mentioned written notice, the Trustee shall give a second written notice
to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
one year after the second notice all the Certificates shall not have been
surrendered for cancellation, the Trustee may take appropriate steps, or may
appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds and other assets which remain subject
hereto.
Section 9.02. Additional Termination Requirements. (a) In the event the
Company exercises its purchase option as provided in Section 9.01, the Trust
Fund and the REMIC established hereunder shall be terminated in accordance with
the following additional requirements, unless the Trustee has been supplied with
an Opinion of Counsel to the effect that the failure to comply with the
requirements of this Section 9.02 will not (i) result in the imposition of taxes
on "prohibited transactions" of 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 May, 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 May, 1999 before me, a notary public in and for the
Commonwealth of Massachusetts, personally appeared ____________________, known
to me who, being by me duly sworn, did depose and say that he/she resides at
_____________________________________________________________; that he/she is
a(n) __________________________________ of State Street Bank and Trust Company,
one of the parties that executed the foregoing instrument; that he/she knows the
seal of said Bank; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by order of the Board of Directors of said Bank;
and that he/she signed his/her name thereto by order of the Board of Directors
of said Bank.
----------------------------------
Notary Public
[Notarial Seal]
<PAGE>
EXHIBIT A
FORMS OF CERTIFICATES
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
<PAGE>
REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-12
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 $12,432,345
Certificate Interest Initial Certificate Principal
Rate per annum: 6.25% Balance of this Certificate:
$
Cut-off Date:
May 1, 1999
First Distribution Date: CUSIP:36157RW92
June 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 May
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 June 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.
Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Mortgage Pass-Through Certificates, Series 1999-12, issued
in twelve Classes (Class A1, Class A2, Class A3, Class R, Class PO, Class S,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called the
"Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class
B5 Certificate which is in the form of a Definitive Certificate shall be made to
any Person unless the Trustee has received (i) a certificate from such
transferee to the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended ("Section 4975") (a "Plan") or a Person that is using the
assets of a Plan to acquire such Certificate or (y) is an insurance company
investing assets of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed.
Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's
acquisition and holding of such Certificate, or (ii) an opinion of counsel
satisfactory to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the prohibited transaction provisions
of ERISA or Section 4975 and will not subject the Trustee or the Company to any
obligation in addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in the event that,
as a result of a change of law or otherwise, counsel satisfactory to the Trustee
has rendered an opinion to the effect that the purchase and holding of a Class
M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a
Person that is purchasing or holding such Certificate with the assets of a Plan
will not constitute or result in a prohibited transaction under ERISA or Section
4975.
No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.
Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.
STATE STREET BANK AND TRUST
COMPANY, not in its individual
capacity but solely as Trustee
(SEAL)
By: ___________________________
Name:
Title:
Countersigned:
By: ________________________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee
Dated: ______________________
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert social security
or other identifying number of assignee
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
________________________________________________________________________________
this Certificate evidencing a Percentage Interest in certain distributions with
respect to the Trust Fund and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of said Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Certificate
of like Class and Percentage Interest, to the above named assignee and deliver
such Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Dated: ______________________
_____________________________________
Signature by or on behalf of assignor
_____________________________
*Signature Guaranteed*
*The signature hereon must be guaranteed by a bank, trust company or broker of
the signatory who is a member of a signature guarantee medallion program.
<PAGE>
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
<PAGE>
REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-12
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 $45,392,413
Certificate Interest Initial Certificate Principal
Rate per annum: 6.25% Balance of this Certificate:
$
Cut-off Date:
May 1, 1999
First Distribution Date: CUSIP:36157RX26
June 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 May
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 June 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 MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-12
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 $130,000,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.25% Balance of this Certificate:
$
Cut-off Date:
May 1, 1999
First Distribution Date: CUSIP:36157RX34
June 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 May
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 June 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.
<PAGE>
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY DISQUALIFIED
ORGANIZATION, BOOK-ENTRY NOMINEE OR NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN
THE AGREEMENT OR TO ANY EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR A PLAN SUBJECT TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ("SECTION 4975") (A
"PLAN") OR A PERSON THAT IS USING THE ASSETS OF A PLAN TO ACQUIRE THIS
CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE TRANSFER OF THIS CERTIFICATE IS
SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET FORTH HEREIN.
REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-12
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:
May 1, 1999
First Distribution Date: CUSIP:36157RX42
June 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 May
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 June 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.
Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Mortgage Pass-Through Certificates, Series 1999-12, issued
in twelve Classes (Class A1, Class A2, Class A3, Class R, Class PO, Class S,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called the
"Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class
B5 Certificate which is in the form of a Definitive Certificate shall be made to
any Person unless the Trustee has received (i) a certificate from such
transferee to the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended ("Section 4975") (a "Plan") or a Person that is using the
assets of a Plan to acquire such Certificate or (y) is an insurance company
investing assets of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed.
Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's
acquisition and holding of such Certificate, or (ii) an opinion of counsel
satisfactory to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the prohibited transaction provisions
of ERISA or Section 4975 and will not subject the Trustee or the Company to any
obligation in addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in the event that,
as a result of a change of law or otherwise, counsel satisfactory to the Trustee
has rendered an opinion to the effect that the purchase and holding of a Class
M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a
Person that is purchasing or holding such Certificate with the assets of a Plan
will not constitute or result in a prohibited transaction under ERISA or Section
4975.
No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.
Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.
STATE STREET BANK AND TRUST
COMPANY, not in its individual
capacity but solely as Trustee
(SEAL)
By: __________________________
Name:
Title:
Countersigned:
By: ________________________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee
Dated: ______________________
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert social security
or other identifying number of assignee
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
________________________________________________________________________________
this Certificate evidencing a Percentage Interest in certain distributions with
respect to the Trust Fund and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of said Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Certificate
of like Class and Percentage Interest, to the above named assignee and deliver
such Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Dated:_______________________
_____________________________________
Signature by or on behalf of assignor
_____________________________________
*Signature Guaranteed*
*The signature hereon must be guaranteed by a bank, trust company or broker of
the signatory who is a member of a signature guarantee medallion program.
<PAGE>
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.
<PAGE>
REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-12
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 $1,733,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.25% Balance of this Certificate:
$
Cut-off Date:
May 1, 1999
First Distribution Date: CUSIP: 36157RX59
June 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 May
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 June 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.
Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Mortgage Pass-Through Certificates, Series 1999-12, issued
in twelve Classes (Class A1, Class A2, Class A3, Class R, Class PO, Class S,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called the
"Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class
B5 Certificate which is in the form of a Definitive Certificate shall be made to
any Person unless the Trustee has received (i) a certificate from such
transferee to the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended ("Section 4975") (a "Plan") or a Person that is using the
assets of a Plan to acquire such Certificate or (y) is an insurance company
investing assets of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed.
Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's
acquisition and holding of such Certificate, or (ii) an opinion of counsel
satisfactory to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the prohibited transaction provisions
of ERISA or Section 4975 and will not subject the Trustee or the Company to any
obligation in addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in the event that,
as a result of a change of law or otherwise, counsel satisfactory to the Trustee
has rendered an opinion to the effect that the purchase and holding of a Class
M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a
Person that is purchasing or holding such Certificate with the assets of a Plan
will not constitute or result in a prohibited transaction under ERISA or Section
4975.
No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.
Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.
STATE STREET BANK AND TRUST
COMPANY, not in its individual
capacity but solely as Trustee
(SEAL)
By: __________________________
Name:
Title:
Countersigned:
By: ________________________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee
Dated:_______________________
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert social security
or other identifying number of assignee
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
________________________________________________________________________________
this Certificate evidencing a Percentage Interest in certain distributions with
respect to the Trust Fund and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of said Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Certificate
of like Class and Percentage Interest, to the above named assignee and deliver
such Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Dated:_______________________
_____________________________________
Signature by or on behalf of assignor
_____________________________________
*Signature Guaranteed*
*The signature hereon must be guaranteed by a bank, trust company or broker of
the signatory who is a member of a signature guarantee medallion program.
<PAGE>
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.
<PAGE>
REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-12
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 $675,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.25% Balance of this Certificate:
$
Cut-off Date:
May 1, 1999
First Distribution Date: CUSIP: 36157RX67
June 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 May
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 June 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 MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-12
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 $578,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.25% Balance of this Certificate:
$
Cut-off Date:
May 1, 1999
First Distribution Date: CUSIP: 36157RX75
June 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 May
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 June 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 MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-12
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 $674,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.25% Balance of this Certificate:
$
Cut-off Date:
May 1, 1999
First Distribution Date: CUSIP: 36157R2KO
June 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 May
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 June 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.
Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Mortgage Pass-Through Certificates, Series 1999-12, issued
in twelve Classes (Class A1, Class A2, Class A3, Class R, Class PO, Class S,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called the
"Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class
B5 Certificate which is in the form of a Definitive Certificate shall be made to
any Person unless the Trustee has received (i) a certificate from such
transferee to the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended ("Section 4975") (a "Plan") or a Person that is using the
assets of a Plan to acquire such Certificate or (y) is an insurance company
investing assets of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed.
Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's
acquisition and holding of such Certificate, or (ii) an opinion of counsel
satisfactory to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the prohibited transaction provisions
of ERISA or Section 4975 and will not subject the Trustee or the Company to any
obligation in addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in the event that,
as a result of a change of law or otherwise, counsel satisfactory to the Trustee
has rendered an opinion to the effect that the purchase and holding of a Class
M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a
Person that is purchasing or holding such Certificate with the assets of a Plan
will not constitute or result in a prohibited transaction under ERISA or Section
4975.
No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.
Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.
STATE STREET BANK AND TRUST
COMPANY, not in its individual
capacity but solely as Trustee
(SEAL)
By:___________________________
Name:
Title:
Countersigned:
By:_________________________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee
Dated:_______________________
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert social security
or other identifying number of assignee
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
________________________________________________________________________________
this Certificate evidencing a Percentage Interest in certain distributions with
respect to the Trust Fund and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of said Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Certificate
of like Class and Percentage Interest, to the above named assignee and deliver
such Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Dated:_______________________
_____________________________________
Signature by or on behalf of assignor
_____________________________________
*Signature Guaranteed*
*The signature hereon must be guaranteed by a bank, trust company or broker of
the signatory who is a member of a signature guarantee medallion program.
<PAGE>
In connection with any transfer of this Certificate, the undersigned
registered holder hereof confirms that without utilizing any general
solicitation or general advertising:
(Check One) -
|_| (a) This Certificate is being
transferred by the undersigned to a person
whom the undersigned reasonably believes is
a "qualified institutional buyer" (as
defined in Rule 144A under the Securities
Act of 1933, as amended) pursuant to the
exemption from registration under the
Securities Act of 1933, as amended, provided
by Rule 144A thereunder.
|_| (b) This Certificate is being
transferred by the undersigned to an
institutional "accredited investor" (as
defined in Rule 501(a)(1), (2), (3) or (7)
of Regulation D under the Securities Act of
1933, as amended) and that the undersigned
has been advised by the prospective
purchaser that it intends to hold this
Certificate for investment and not for
distribution or resale.
Dated
_____________________________
(Signature)
If none of the foregoing boxes is checked, the Trustee shall not be obligated to
register this Certificate in the name of any person other than the registered
holder thereof unless and until the conditions to any such transfer of
registration set forth herein, and in the Pooling and Servicing Agreement have
been satisfied.
TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED:
The undersigned represents and warrants that (i) it is a "qualified
institutional buyer" (as defined in Rule 144A under the Securities Act of 1933,
as amended) and acknowledges that it has received such information as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the registered holder is relying upon
the undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A, and (ii) the undersigned (x) is not an
employee benefit plan subject to the Employee Retirement Income Security Act of
1974, as amended, or a plan subject to Section 4975 of the Internal Revenue Code
of 1986, as amended, and is not using the assets of any such employee benefit or
other plan to acquire this Certificate or (y) is an insurance company investing
assets of its general account and the exemptions provided by Section III(a) of
Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed. Reg. 35925
(July 12, 1995), apply to the acquisition and holding by the undersigned of this
Certificate.
Dated
_____________________________
(Signature)
TO BE COMPLETED BY PURCHASER IF (b) ABOVE IS CHECKED:
The undersigned represents and warrants that (i) it is an institutional
"accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of
Regulation D under the Securities Act of 1933, as amended), and (ii) the
undersigned (x) is not an employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended, or a plan subject to Section
4975 of the Internal Revenue Code of 1986, as amended, and is not using the
assets of any such employee benefit or other plan to acquire this Certificate or
(y) is an insurance company investing assets of its general account and the
exemptions provided by Section III(a) of Department of Labor Prohibited
Transaction Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995), apply to the
acquisition and holding by the undersigned of this Certificate.
Dated
_____________________________
(Signature)
<PAGE>
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES ("BLUE SKY LAWS"), AND SUCH CERTIFICATE MAY NOT BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C) TO AN
INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, IN EACH CASE IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
ANY APPLICABLE BLUE SKY LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY
OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THIS CERTIFICATE.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.
<PAGE>
REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-12
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 $385,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.25% Balance of this Certificate:
$
Cut-off Date:
May 1, 1999
First Distribution Date: CUSIP: 36157R2L8
June 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 May
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 June 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 MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-12
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 $289,853.42
Certificate Interest Initial Certificate Principal
Rate per annum: 6.25% Balance of this Certificate:
$
Cut-off Date:
May 1, 1999
First Distribution Date: CUSIP: 36157R2M6
June 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 May
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 June 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 HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE SECURITIES ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN ACCORDANCE WITH SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
<PAGE>
REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-12
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 $500,425.78
Certificate Interest Initial Certificate Principal
Rate per annum: Balance of this Certificate:
non-interest bearing $
Cut-off Date:
May 1, 1999
First Distribution Date:
June 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 May
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 June 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.
Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Mortgage Pass-Through Certificates, Series 1999-12, issued
in twelve Classes (Class A1, Class A2, Class A3, Class R, Class PO, Class S,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called the
"Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class
B5 Certificate which is in the form of a Definitive Certificate shall be made to
any Person unless the Trustee has received (i) a certificate from such
transferee to the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended ("Section 4975") (a "Plan") or a Person that is using the
assets of a Plan to acquire such Certificate or (y) is an insurance company
investing assets of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Class Exemption 95-60, 60
Fed. Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's
acquisition and holding of such Certificate, or (ii) an opinion of counsel
satisfactory to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the prohibited transaction provisions
of ERISA or Section 4975 and will not subject the Trustee or the Company to any
obligation in addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in the event that,
as a result of a change of law or otherwise, counsel satisfactory to the Trustee
has rendered an opinion to the effect that the purchase and holding of a Class
M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a
Person that is purchasing or holding such Certificate with the assets of a Plan
will not constitute or result in a prohibited transaction under ERISA or Section
4975.
No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.
Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.
STATE STREET BANK AND TRUST
COMPANY, not in its individual
capacity but solely as Trustee
(SEAL)
By:___________________________
Name:
Title:
Countersigned:
By:_________________________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee
Dated:_______________________
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert social security
or other identifying number of assignee
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
________________________________________________________________________________
this Certificate evidencing a Percentage Interest in certain distributions with
respect to the Trust Fund and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of said Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Certificate
of like Class and Percentage Interest, to the above named assignee and deliver
such Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Dated:_______________________
_____________________________________
Signature by or on behalf of assignor
_____________________________________
*Signature Guaranteed*
*The signature hereon must be guaranteed by a bank, trust company or broker of
the signatory who is a member of a signature guarantee medallion program.
<PAGE>
PRINCIPAL WILL NOT BE DISTRIBUTABLE IN RESPECT OF THIS CERTIFICATE. INTEREST IS
CALCULATED ON THIS CERTIFICATE BASED ON THE CLASS S NOTIONAL PRINCIPAL BALANCE,
WHICH, AS OF ANY DISTRIBUTION DATE, IS EQUAL TO THE AGGREGATE SCHEDULED
PRINCIPAL BALANCE OF THE OUTSTANDING NON-DISCOUNT MORTGAGE LOANS AS SET FORTH IN
THE AGREEMENT (AS DEFINED HEREIN). CONSEQUENTLY, THE NOTIONAL PRINCIPAL BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE SECURITIES ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN ACCORDANCE WITH SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
<PAGE>
REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-12
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class S Notional
Certificate Principal Balance:
Class S $174,696,691.67
Certificate Interest Initial Notional Certificate
Rate per annum: variable Principal Balance of this Certificate:
$
Cut-off Date:
May 1, 1999
First Distribution Date:
June 25, 1999
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Notional Principal Balance of this Certificate
by the aggregate initial Notional Principal Balance of all Class S Certificates,
both as specified above) in certain distributions with respect to the Trust
Fund, consisting primarily of a pool (the "Pool") of conventional, fixed rate,
one- to four-family mortgage loans (the "Mortgage Loans"), sold and serviced by
GE Capital Mortgage Services, Inc., a corporation organized and existing under
the laws of the State of New Jersey (the "Company"). The Trust Fund was created
pursuant to a Pooling and Servicing Agreement dated as of May 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 June 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.
Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Mortgage Pass-Through Certificates, Series 1999-12, issued
in twelve Classes (Class A1, Class A2, Class A3, Class R, Class PO, Class S,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called the
"Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees. The Certificates are issuable only as
registered Certificates without coupons in denominations specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class of authorized denominations evidencing the same aggregate Percentage
Interest as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.
Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.
STATE STREET BANK AND TRUST
COMPANY, not in its individual
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>
EXHIBIT B
PRINCIPAL BALANCE SCHEDULES
None.
<PAGE>
EXHIBIT C - SUPPLEMENT
SCHEDULE OF COOPERATIVE LOANS
SERIES 1999-12
LOAN NO. CUT-OFF DATE PRINCIPLE BALANCE BORROWER NAME
70433768 $147,603.76 GERSHIN
70729140 $477,987.20 HILLEL
<PAGE>
EXHIBIT C
MORTGAGE LOANS
GE Capital Mortgages Services, Inc. EXHIBIT C
\
Issue Date: May 1, 1999\
P.O. Box 5260\
Cherry Hill, N.J. 08034\
(800) -257-7818\
DELIVERY ID: 0004991215
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
<S> <C> <C>
LN # 0001118546 MORTGAGORS: LUPINACCI, LUIGI
ADDRESS : 35 TERENCE DRIVE
MORTGAGE AMT: 100,000.00 CITY MANALAPAN TOWNSHIP
:\
STATE/ZIP :\
LIFETIME RATE : 10.12500 NJ 07726
UNPAID BALANCE: 11,897.110 OPTION TO CONVERT : No
MONTHLY P&I: 1,082.27 ANNUAL RATE ADJUST: 0.000
LTV : 35.71428 OUTSIDE CONV DATE:
CURRENT INT 10.12500 MATURITY DATE: 09/01/01
RATE:
02
--------------------------------------------------------------------------------
LN # 0001136308 MORTGAGORS: LEE, JAE
LEE, HE
ADDRESS : 1211 SANDRINGHAM ROAD
MORTGAGE AMT: 100,000.00 CITY LOWER MARION TOWNSHI
:\
STATE/ZIP :\
LIFETIME RATE : 9.75000 PA 19004
UNPAID BALANCE: 24,736.270 OPTION TO CONVERT : No
MONTHLY P&I: 1,059.37 ANNUAL RATE ADJUST: 0.000
LTV : 49.50495 OUTSIDE CONV DATE:
CURRENT INT 9.75000 MATURITY DATE: 07/01/01
RATE:
02
--------------------------------------------------------------------------------
LN # 0001137314 MORTGAGORS: MARTIN, JOHN
MARTIN, RUTH
ADDRESS : 1412 POTOMAC DRIVE
MORTGAGE AMT: 106,300.00 CITY RICHARDSON
:\
STATE/ZIP :\
LIFETIME RATE : 9.75000 TX 75081
UNPAID BALANCE: 26,205.990 OPTION TO CONVERT : No
MONTHLY P&I: 1,126.11 ANNUAL RATE ADJUST: 0.000
LTV : 74.99118 OUTSIDE CONV DATE:
CURRENT INT 9.75000 MATURITY DATE: 07/01/01
RATE:
02
--------------------------------------------------------------------------------
LN # 0001145101 MORTGAGORS: LOPEZ, ALFONSO
LOPEZ, GLORIA
ADDRESS : 98 SOUTH SALEM STREET
MORTGAGE AMT: 84,500.00 CITY DOVER TOWN
:\
STATE/ZIP :\
LIFETIME RATE : 10.00000 NJ 07801
UNPAID BALANCE: 21,639.060 OPTION TO CONVERT : No
MONTHLY P&I: 908.05 ANNUAL RATE ADJUST: 0.000
LTV : 73.47826 OUTSIDE CONV DATE:
CURRENT INT 10.00000 MATURITY DATE: 08/01/01
RATE:
02
--------------------------------------------------------------------------------
LN # 0001152917 MORTGAGORS: LIN, KUG
LIN, SU
ADDRESS : 1251 MEINEL ROAD
MORTGAGE AMT: 73,000.00 CITY ABINGTON TOWNSHIP
:\
STATE/ZIP :\
LIFETIME RATE : 10.12500 PA 19006
UNPAID BALANCE: 19,627.370 OPTION TO CONVERT : No
MONTHLY P&I: 790.06 ANNUAL RATE ADJUST: 0.000
LTV : 54.68164 OUTSIDE CONV DATE:
CURRENT INT 10.12500 MATURITY DATE: 09/01/01
RATE:
02
--------------------------------------------------------------------------------
LN # 0001196443 MORTGAGORS: JACOBI, WILLIAM
JACOBI, LAURA
ADDRESS : 58 WASHINGTON DRIVE
MORTGAGE AMT: 165,000.00 CITY CRANBURY
:\
STATE/ZIP :\
LIFETIME RATE : 10.00000 NJ 08512
UNPAID BALANCE: 33,232.270 OPTION TO CONVERT : No
MONTHLY P&I: 1,773.10 ANNUAL RATE ADJUST: 0.000
LTV : 62.29941 OUTSIDE CONV DATE:
CURRENT INT 10.00000 MATURITY DATE: 08/01/01
RATE:
02
--------------------------------------------------------------------------------
LN # 0001208214 MORTGAGORS: HOLLEY, CURTIS
HOLLEY, SHIRLEY
ADDRESS : LOY 60.01, BLOCK 98,108 P
MORTGAGE AMT: 150,000.00 CITY PARSIPPANY-TROY HILL
:\
STATE/ZIP :\
LIFETIME RATE : 10.50000 NJ 07054
UNPAID BALANCE: 34,353.080 OPTION TO CONVERT : No
MONTHLY P&I: 1,658.10 ANNUAL RATE ADJUST: 0.000
LTV : 65.21739 OUTSIDE CONV DATE:
CURRENT INT 10.50000 MATURITY DATE: 04/01/01
RATE:
02
--------------------------------------------------------------------------------
LN # 0001223197 MORTGAGORS: SZIDON, RAUL
SZIDON, NATALIA
ADDRESS : 27 NORTH GLENWOOD ROAD
MORTGAGE AMT: 100,000.00 CITY WEST MILFORD TOWNSHI
:\
STATE/ZIP :\
LIFETIME RATE : 9.75000 NJ 07480
UNPAID BALANCE: 24,616.750 OPTION TO CONVERT : No
MONTHLY P&I: 1,059.37 ANNUAL RATE ADJUST: 0.000
LTV : 40.81632 OUTSIDE CONV DATE:
CURRENT INT 9.75000 MATURITY DATE: 07/01/01
RATE:
02
--------------------------------------------------------------------------------
LN # 0001243955 MORTGAGORS: KNOTTS, GEORGE
KNOTTS, PATRICIA
ADDRESS : 8950 WESTERN PINES COURT
MORTGAGE AMT: 83,250.00 CITY DOUGLASVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 10.00000 GA 30134
UNPAID BALANCE: 22,256.590 OPTION TO CONVERT : No
MONTHLY P&I: 894.61 ANNUAL RATE ADJUST: 0.000
LTV : 74.33035 OUTSIDE CONV DATE:
CURRENT INT 10.00000 MATURITY DATE: 09/01/01
RATE:
02
--------------------------------------------------------------------------------
LN # 0001253277 MORTGAGORS: WU, JOHNSTON
WU, WINNIE
ADDRESS : 1034 BERGEN BOULEVARD
MORTGAGE AMT: 96,000.00 CITY FORT LEE BOROUGH
:\
STATE/ZIP :\
LIFETIME RATE : 10.62500 NJ 07024
UNPAID BALANCE: 23,297.180 OPTION TO CONVERT : No
MONTHLY P&I: 1,068.64 ANNUAL RATE ADJUST: 0.000
LTV : 35.55555 OUTSIDE CONV DATE:
CURRENT INT 10.62500 MATURITY DATE: 07/01/01
RATE:
02
--------------------------------------------------------------------------------
LN # 0001312230 MORTGAGORS: MOROCH, MICHAEL
ADDRESS : 15 HERITAGE MANOR DRIVE
MORTGAGE AMT: 85,000.00 CITY WAYNE TOWNSHIP
:\
STATE/ZIP :\
LIFETIME RATE : 9.75000 NJ 07470
UNPAID BALANCE: 4,329.750 OPTION TO CONVERT : No
MONTHLY P&I: 900.46 ANNUAL RATE ADJUST: 0.000
LTV : 43.36734 OUTSIDE CONV DATE:
CURRENT INT 9.75000 MATURITY DATE: 10/01/01
RATE:
02
--------------------------------------------------------------------------------
LN # 0001314145 MORTGAGORS: MACHIDA, KOHJI
ADDRESS : 520 RIVERDALE BOULEVARD
MORTGAGE AMT: 105,000.00 CITY BOROUGH OF POMPTON L
:\
STATE/ZIP :\
LIFETIME RATE : 9.87500 NJ 07442
UNPAID BALANCE: 19,800.840 OPTION TO CONVERT : No
MONTHLY P&I: 1,120.32 ANNUAL RATE ADJUST: 0.000
LTV : 60.00000 OUTSIDE CONV DATE:
CURRENT INT 9.87500 MATURITY DATE: 10/01/01
RATE:
02
--------------------------------------------------------------------------------
LN # 0001316595 MORTGAGORS: KIM, HAK
KIM, OK
ADDRESS : 524 BRIAN DRIVE
MORTGAGE AMT: 75,000.00 CITY CHERRY HILL
:\
STATE/ZIP :\
LIFETIME RATE : 9.87500 NJ 08003
UNPAID BALANCE: 18,578.560 OPTION TO CONVERT : No
MONTHLY P&I: 800.23 ANNUAL RATE ADJUST: 0.000
LTV : 48.38709 OUTSIDE CONV DATE:
CURRENT INT 9.87500 MATURITY DATE: 07/01/01
RATE:
02
--------------------------------------------------------------------------------
LN # 0001339530 MORTGAGORS: CHIN, YU
CHIN, SIU
ADDRESS : 35 FIELDSTONE DRIVE
MORTGAGE AMT: 75,000.00 CITY SOMERVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 9.87500 NJ 08876
UNPAID BALANCE: 20,895.690 OPTION TO CONVERT : No
MONTHLY P&I: 800.23 ANNUAL RATE ADJUST: 0.000
LTV : 48.38709 OUTSIDE CONV DATE:
CURRENT INT 9.87500 MATURITY DATE: 11/01/01
RATE:
02
--------------------------------------------------------------------------------
LN # 0001343599 MORTGAGORS: SCARAFONE, DANIEL
SCARAFONE, ANNA
ADDRESS : 1491 CORTEZ ROAD
MORTGAGE AMT: 75,000.00 CITY WHITPAIN
:\
STATE/ZIP :\
LIFETIME RATE : 9.75000 PA 19401
UNPAID BALANCE: 21,069.720 OPTION TO CONVERT : No
MONTHLY P&I: 794.53 ANNUAL RATE ADJUST: 0.000
LTV : 64.65517 OUTSIDE CONV DATE:
CURRENT INT 9.75000 MATURITY DATE: 11/01/01
RATE:
02
--------------------------------------------------------------------------------
LN # 0001378603 MORTGAGORS: SABANI, BASKIM
SABANI, SHERZADE
ADDRESS : 29 CYPRESS AVENUE
MORTGAGE AMT: 112,500.00 CITY BOROUGH OF LINCOLN P
:\
STATE/ZIP :\
LIFETIME RATE : 10.00000 NJ 07035
UNPAID BALANCE: 31,802.790 OPTION TO CONVERT : No
MONTHLY P&I: 1,208.94 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 10.00000 MATURITY DATE: 11/01/01
RATE:
02
--------------------------------------------------------------------------------
LN # 0001392190 MORTGAGORS: DAVIS, HARDGE
DAVIS, JACQUELYN
ADDRESS : 60 BENJAMIN BOULEVARD
MORTGAGE AMT: 110,000.00 CITY TOWNSHIP OF STAFFORD
:\
STATE/ZIP :\
LIFETIME RATE : 9.87500 NJ 08050
UNPAID BALANCE: 29,207.090 OPTION TO CONVERT : No
MONTHLY P&I: 1,173.67 ANNUAL RATE ADJUST: 0.000
LTV : 68.12959 OUTSIDE CONV DATE:
CURRENT INT 9.87500 MATURITY DATE: 09/01/01
RATE:
02
--------------------------------------------------------------------------------
LN # 0001402395 MORTGAGORS: PARSI, ROUZBEH
PARSI, SHAHIN
ADDRESS : 330 BRYN MAWR AVENUE
MORTGAGE AMT: 209,950.00 CITY RADNOR TOWNSHIP
:\
STATE/ZIP :\
LIFETIME RATE : 9.87500 PA 19010
UNPAID BALANCE: 59,334.030 OPTION TO CONVERT : No
MONTHLY P&I: 2,240.11 ANNUAL RATE ADJUST: 0.000
LTV : 74.99553 OUTSIDE CONV DATE:
CURRENT INT 9.87500 MATURITY DATE: 11/01/01
RATE:
02
--------------------------------------------------------------------------------
LN # 0001402932 MORTGAGORS: SIN, YONG
SIN, CHONG
ADDRESS : 5 BANNER ROAD
MORTGAGE AMT: 92,500.00 CITY CHERRY HILL TWP
:\
STATE/ZIP :\
LIFETIME RATE : 9.87500 NJ 08003
UNPAID BALANCE: 24,586.400 OPTION TO CONVERT : No
MONTHLY P&I: 986.95 ANNUAL RATE ADJUST: 0.000
LTV : 72.54902 OUTSIDE CONV DATE:
CURRENT INT 9.87500 MATURITY DATE: 09/01/01
RATE:
02
--------------------------------------------------------------------------------
LN # 0001436187 MORTGAGORS: PETROU, SOTIRIOS
PETROU, FANY
ADDRESS : 28 WEST WOODSIDE AVENUE
MORTGAGE AMT: 161,250.00 CITY BROOKHAVEN TOWN
:\
STATE/ZIP :\
LIFETIME RATE : 10.50000 NY 11772
UNPAID BALANCE: 48,211.330 OPTION TO CONVERT : No
MONTHLY P&I: 1,782.46 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 10.50000 MATURITY DATE: 12/01/01
RATE:
02
--------------------------------------------------------------------------------
LN # 0004870044 MORTGAGORS: RAMINFARD, MEHRAN
ADDRESS : 42 HIGHLAND BOULEVARD
MORTGAGE AMT: 294,000.00 CITY HUNTINGTON
:\
STATE/ZIP :\
LIFETIME RATE : 8.50000 NY 11746
UNPAID BALANCE: 173,423.590 OPTION TO CONVERT : No
MONTHLY P&I: 2,895.14 ANNUAL RATE ADJUST: 0.000
LTV : 70.00000 OUTSIDE CONV DATE:
CURRENT INT 8.50000 MATURITY DATE: 03/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0004888772 MORTGAGORS: CHA, HYO
CHA, CHRISTINE
ADDRESS : 1825 MILLBURNE RD
MORTGAGE AMT: 350,000.00 CITY LAKE FOREST
:\
STATE/ZIP :\
LIFETIME RATE : 7.87500 IL 60045
UNPAID BALANCE: 225,385.390 OPTION TO CONVERT : No
MONTHLY P&I: 3,319.58 ANNUAL RATE ADJUST: 0.000
LTV : 63.63636 OUTSIDE CONV DATE:
CURRENT INT 7.87500 MATURITY DATE: 02/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0004899845 MORTGAGORS: IPPOLITO, THOMAS
IPPOLITO, JOANNE
ADDRESS : 11 DURHAM PLACE
MORTGAGE AMT: 245,000.00 CITY BROOKHAVEN
:\
STATE/ZIP :\
LIFETIME RATE : 8.25000 NY 11795
UNPAID BALANCE: 165,398.780 OPTION TO CONVERT : No
MONTHLY P&I: 2,376.85 ANNUAL RATE ADJUST: 0.000
LTV : 76.56250 OUTSIDE CONV DATE:
CURRENT INT 8.25000 MATURITY DATE: 04/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0004907713 MORTGAGORS: COKER, RICHARD
COKER, KRISTIN
ADDRESS : 408 COCONUT ISLE DRIVE
MORTGAGE AMT: 325,000.00 CITY FORT LAUDERDALE
:\
STATE/ZIP :\
LIFETIME RATE : 8.25000 FL 33301
UNPAID BALANCE: 215,916.710 OPTION TO CONVERT : No
MONTHLY P&I: 3,152.96 ANNUAL RATE ADJUST: 0.000
LTV : 60.18500 OUTSIDE CONV DATE:
CURRENT INT 8.25000 MATURITY DATE: 02/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0004910824 MORTGAGORS: LANDAU, BART
LANDAU, BARBARA
ADDRESS : 1405 SPRING MILL ROAD
MORTGAGE AMT: 650,000.00 CITY LOWER MERION TOWNSHI
:\
STATE/ZIP :\
LIFETIME RATE : 7.75000 PA 19035
UNPAID BALANCE: 430,076.530 OPTION TO CONVERT : No
MONTHLY P&I: 6,118.30 ANNUAL RATE ADJUST: 0.000
LTV : 68.42105 OUTSIDE CONV DATE:
CURRENT INT 7.75000 MATURITY DATE: 03/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0004930541 MORTGAGORS: REMISOVSKY, GEORGE
ADDRESS : 1500 HARBOR BOULEVARD, UN
MORTGAGE AMT: 240,000.00 CITY WEEHAWKEN
:\
STATE/ZIP :\
LIFETIME RATE : 8.00000 NJ 07087
UNPAID BALANCE: 157,339.220 OPTION TO CONVERT : No
MONTHLY P&I: 2,293.57 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 8.00000 MATURITY DATE: 01/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0004931507 MORTGAGORS: TAPALAGA, JOHN
TAPALAGA, MARIA
ADDRESS : 43 HILLTOP DRIVE
MORTGAGE AMT: 510,000.00 CITY MELVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 8.25000 NY 11747
UNPAID BALANCE: 339,122.990 OPTION TO CONVERT : No
MONTHLY P&I: 4,947.72 ANNUAL RATE ADJUST: 0.000
LTV : 63.75000 OUTSIDE CONV DATE:
CURRENT INT 8.25000 MATURITY DATE: 03/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0004938528 MORTGAGORS: REDDY, KANDULA
REDDY, KANDULA
ADDRESS : 1167 CANTERBURY DRIVE
MORTGAGE AMT: 210,000.00 CITY UPPER GWYNEDD
:\
STATE/ZIP :\
LIFETIME RATE : 7.87500 PA 19446
UNPAID BALANCE: 109,843.340 OPTION TO CONVERT : No
MONTHLY P&I: 1,991.75 ANNUAL RATE ADJUST: 0.000
LTV : 79.24528 OUTSIDE CONV DATE:
CURRENT INT 7.87500 MATURITY DATE: 02/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0004938916 MORTGAGORS: LEHMAN, HERBERT
LEHMAN, SUSAN
ADDRESS : 118 MARK LANE
MORTGAGE AMT: 344,000.00 CITY ATLANTIC BEACH
:\
STATE/ZIP :\
LIFETIME RATE : 8.00000 NY 11509
UNPAID BALANCE: 234,271.910 OPTION TO CONVERT : No
MONTHLY P&I: 3,287.45 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 8.00000 MATURITY DATE: 06/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0004945408 MORTGAGORS: HEWITT, EMILY
ACHESON, ELEANOR
ADDRESS : 156 HAMMOND STREET
MORTGAGE AMT: 360,000.00 CITY NEWTON
:\
STATE/ZIP :\
LIFETIME RATE : 8.37500 MA 02167
UNPAID BALANCE: 247,267.140 OPTION TO CONVERT : No
MONTHLY P&I: 3,518.74 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 8.37500 MATURITY DATE: 06/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0004950135 MORTGAGORS: DOUGHERTY, JOHN
DOUGHERTY, DEANNA
ADDRESS : 113 SHIPMASTER DRIVE
MORTGAGE AMT: 216,000.00 CITY BRIGANTINE
:\
STATE/ZIP :\
LIFETIME RATE : 8.00000 NJ 08203
UNPAID BALANCE: 142,712.480 OPTION TO CONVERT : No
MONTHLY P&I: 2,064.21 ANNUAL RATE ADJUST: 0.000
LTV : 33.48837 OUTSIDE CONV DATE:
CURRENT INT 8.00000 MATURITY DATE: 02/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0004955365 MORTGAGORS: GOLZARI, IRAJ
KARIMIZADEGAN, TAHEREH
ADDRESS : 437 WALL'S WAY
MORTGAGE AMT: 647,000.00 CITY OSPREY
:\
STATE/ZIP :\
LIFETIME RATE : 7.75000 FL 34229
UNPAID BALANCE: 428,107.860 OPTION TO CONVERT : No
MONTHLY P&I: 6,090.06 ANNUAL RATE ADJUST: 0.000
LTV : 69.94500 OUTSIDE CONV DATE:
CURRENT INT 7.75000 MATURITY DATE: 03/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0004962775 MORTGAGORS: TRIPOLI, ANTONIO
TRIPOLI, ISABELLA
ADDRESS : 264AA SIDNEY SCHOOL ROAD
MORTGAGE AMT: 245,000.00 CITY FRANKLIN TWP
:\
STATE/ZIP :\
LIFETIME RATE : 7.87500 NJ 08801
UNPAID BALANCE: 162,625.780 OPTION TO CONVERT : No
MONTHLY P&I: 2,323.71 ANNUAL RATE ADJUST: 0.000
LTV : 59.75609 OUTSIDE CONV DATE:
CURRENT INT 7.87500 MATURITY DATE: 03/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0004963922 MORTGAGORS: SILVERMAN, ARNOLD
SILVERMAN, SUSAN
ADDRESS : 2019 HIGH POINTE DRIVE
MORTGAGE AMT: 282,000.00 CITY MURRYSVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 7.87500 PA 15668
UNPAID BALANCE: 123,723.220 OPTION TO CONVERT : No
MONTHLY P&I: 2,674.63 ANNUAL RATE ADJUST: 0.000
LTV : 77.26027 OUTSIDE CONV DATE:
CURRENT INT 7.87500 MATURITY DATE: 02/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0004964136 MORTGAGORS: DICKERSON, JAMES
DICKERSON, CAROL
ADDRESS : 701 N. OVERLOOK DRIVE
MORTGAGE AMT: 258,750.00 CITY ALEXANDRIA
:\
STATE/ZIP :\
LIFETIME RATE : 7.75000 VA 22305
UNPAID BALANCE: 171,209.340 OPTION TO CONVERT : No
MONTHLY P&I: 2,435.56 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 7.75000 MATURITY DATE: 03/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0004964714 MORTGAGORS: ENDICOTT, JOHN
ENDICOTT, JUDITH
ADDRESS : 1470 MUNDOCK ROAD
MORTGAGE AMT: 210,000.00 CITY DRESHER
:\
STATE/ZIP :\
LIFETIME RATE : 8.00000 PA 19020
UNPAID BALANCE: 139,812.030 OPTION TO CONVERT : No
MONTHLY P&I: 2,006.87 ANNUAL RATE ADJUST: 0.000
LTV : 63.63636 OUTSIDE CONV DATE:
CURRENT INT 8.00000 MATURITY DATE: 03/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0004964763 MORTGAGORS: GHADRY, INSAF
GHADRY, FARID
ADDRESS : 7411 CRESTBERRY LANE
MORTGAGE AMT: 205,000.00 CITY BETHESDA
:\
STATE/ZIP :\
LIFETIME RATE : 8.00000 MD 20817
UNPAID BALANCE: 137,360.290 OPTION TO CONVERT : No
MONTHLY P&I: 1,959.09 ANNUAL RATE ADJUST: 0.000
LTV : 56.94444 OUTSIDE CONV DATE:
CURRENT INT 8.00000 MATURITY DATE: 04/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0004969812 MORTGAGORS: HASKINS, D.
HASKINS, LISA
ADDRESS : 13501 FORK ROAD
MORTGAGE AMT: 218,000.00 CITY BALDWIN
:\
STATE/ZIP :\
LIFETIME RATE : 8.00000 MD 21013
UNPAID BALANCE: 117,623.060 OPTION TO CONVERT : No
MONTHLY P&I: 2,083.33 ANNUAL RATE ADJUST: 0.000
LTV : 62.28571 OUTSIDE CONV DATE:
CURRENT INT 8.00000 MATURITY DATE: 04/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0004970000 MORTGAGORS: CAMPBELL, JOHN
CAMPBELL, KARIN
ADDRESS : 2333 CHESTER SPRINGS ROAD
MORTGAGE AMT: 295,000.00 CITY WEST VINCENT TOWNSHI
:\
STATE/ZIP :\
LIFETIME RATE : 7.87500 PA 19425
UNPAID BALANCE: 173,573.150 OPTION TO CONVERT : No
MONTHLY P&I: 2,797.93 ANNUAL RATE ADJUST: 0.000
LTV : 73.75000 OUTSIDE CONV DATE:
CURRENT INT 7.87500 MATURITY DATE: 03/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0004971990 MORTGAGORS: CARCHIDI, JAMES
CARCHIDI, LINDA
ADDRESS : 60 HIGH RIDGE TRAIL
MORTGAGE AMT: 380,000.00 CITY MECHANICSBURG
:\
STATE/ZIP :\
LIFETIME RATE : 7.87500 PA 17055
UNPAID BALANCE: 186,671.880 OPTION TO CONVERT : No
MONTHLY P&I: 3,604.11 ANNUAL RATE ADJUST: 0.000
LTV : 79.33194 OUTSIDE CONV DATE:
CURRENT INT 7.87500 MATURITY DATE: 04/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0004974143 MORTGAGORS: SCHLOO, BETSY
ADDRESS : 2 WILCOTE WAY
MORTGAGE AMT: 300,000.00 CITY MEDFORD TOWNSHIP
:\
STATE/ZIP :\
LIFETIME RATE : 7.75000 NJ 08055
UNPAID BALANCE: 197,575.730 OPTION TO CONVERT : No
MONTHLY P&I: 2,823.83 ANNUAL RATE ADJUST: 0.000
LTV : 78.53403 OUTSIDE CONV DATE:
CURRENT INT 7.75000 MATURITY DATE: 03/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0004976510 MORTGAGORS: GRAZIANO, DOMENIC
GRAZIANO, JOAN
ADDRESS : 100 WINDSONG DRIVE
MORTGAGE AMT: 226,100.00 CITY DOYLESTOWN TOWNSHIP
:\
STATE/ZIP :\
LIFETIME RATE : 8.00000 PA 18901
UNPAID BALANCE: 120,624.490 OPTION TO CONVERT : No
MONTHLY P&I: 2,160.73 ANNUAL RATE ADJUST: 0.000
LTV : 70.00000 OUTSIDE CONV DATE:
CURRENT INT 8.00000 MATURITY DATE: 04/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0004988507 MORTGAGORS: FROMM, HANS
FROMM, SHARON
ADDRESS : 5614 KIRKSIDE DRIVE
MORTGAGE AMT: 240,000.00 CITY CHEVY CHASE
:\
STATE/ZIP :\
LIFETIME RATE : 8.25000 MD 20815
UNPAID BALANCE: 139,668.660 OPTION TO CONVERT : No
MONTHLY P&I: 2,328.34 ANNUAL RATE ADJUST: 0.000
LTV : 38.09523 OUTSIDE CONV DATE:
CURRENT INT 8.25000 MATURITY DATE: 04/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0004990016 MORTGAGORS: MAGID, LARRY
MAGID, BARBARA
ADDRESS : 109 SOUTH 14TH AVENUE
MORTGAGE AMT: 537,000.00 CITY LONGPORT
:\
STATE/ZIP :\
LIFETIME RATE : 7.87500 NJ 08403
UNPAID BALANCE: 248,875.460 OPTION TO CONVERT : No
MONTHLY P&I: 5,093.18 ANNUAL RATE ADJUST: 0.000
LTV : 58.05400 OUTSIDE CONV DATE:
CURRENT INT 7.87500 MATURITY DATE: 04/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0004998407 MORTGAGORS: TASIGIANNIS, DIMITRIOS
TASIGIANNIS, BARBARA
ADDRESS : 52 ASH STREET
MORTGAGE AMT: 226,000.00 CITY ENGLEWOOD CLIFFS
:\
STATE/ZIP :\
LIFETIME RATE : 8.00000 NJ 07632
UNPAID BALANCE: 139,668.350 OPTION TO CONVERT : No
MONTHLY P&I: 2,159.78 ANNUAL RATE ADJUST: 0.000
LTV : 50.22200 OUTSIDE CONV DATE:
CURRENT INT 8.00000 MATURITY DATE: 04/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0005203625 MORTGAGORS: GROSS, JOHN
GROSS, KATE
ADDRESS : 80 BRAEBURN DRIVE
MORTGAGE AMT: 325,000.00 CITY NEW CANAAN
:\
STATE/ZIP :\
LIFETIME RATE : 7.87500 CT 06840
UNPAID BALANCE: 219,030.350 OPTION TO CONVERT : No
MONTHLY P&I: 3,082.47 ANNUAL RATE ADJUST: 0.000
LTV : 59.09091 OUTSIDE CONV DATE:
CURRENT INT 7.87500 MATURITY DATE: 05/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0005225206 MORTGAGORS: BACON, DARNELL
ADDRESS : 13 SHINNECOCK COURT
MORTGAGE AMT: 218,550.00 CITY MONROE TOWNSHIP
:\
STATE/ZIP :\
LIFETIME RATE : 8.00000 NJ 08831
UNPAID BALANCE: 145,466.590 OPTION TO CONVERT : No
MONTHLY P&I: 2,088.58 ANNUAL RATE ADJUST: 0.000
LTV : 78.33300 OUTSIDE CONV DATE:
CURRENT INT 8.00000 MATURITY DATE: 04/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0005225909 MORTGAGORS: STILES, STEVEN
STILES, SHERRY
ADDRESS : 19772 ANADALE DRIVE
MORTGAGE AMT: 500,000.00 CITY TARZANA
:\
STATE/ZIP :\
LIFETIME RATE : 8.00000 CA 91356
UNPAID BALANCE: 332,934.720 OPTION TO CONVERT : No
MONTHLY P&I: 4,778.27 ANNUAL RATE ADJUST: 0.000
LTV : 76.92307 OUTSIDE CONV DATE:
CURRENT INT 8.00000 MATURITY DATE: 03/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0005248067 MORTGAGORS: DEPFER, CHARLES
DEPFER, LINDA
ADDRESS : 1400 BANCROFT PARKWAY
MORTGAGE AMT: 240,000.00 CITY WILMINGTON
:\
STATE/ZIP :\
LIFETIME RATE : 8.00000 DE 19808
UNPAID BALANCE: 141,448.440 OPTION TO CONVERT : No
MONTHLY P&I: 2,293.57 ANNUAL RATE ADJUST: 0.000
LTV : 72.72727 OUTSIDE CONV DATE:
CURRENT INT 8.00000 MATURITY DATE: 06/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0005257969 MORTGAGORS: KEENAN, MARY ANN
MUNTER, MAXINE
ADDRESS : 1672 PEMBROOK ROAD
MORTGAGE AMT: 220,300.00 CITY UPPER DUBLIN TWP.
:\
STATE/ZIP :\
LIFETIME RATE : 8.25000 PA 19002
UNPAID BALANCE: 71,036.250 OPTION TO CONVERT : No
MONTHLY P&I: 2,137.22 ANNUAL RATE ADJUST: 0.000
LTV : 67.57600 OUTSIDE CONV DATE:
CURRENT INT 8.25000 MATURITY DATE: 06/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0005266531 MORTGAGORS: BARONE, JOHN
BARONE, ROSEMARIE
ADDRESS : 38 BYRAM BAY ROAD
MORTGAGE AMT: 255,000.00 CITY HOPAT CONG
:\
STATE/ZIP :\
LIFETIME RATE : 8.37500 NJ 07843
UNPAID BALANCE: 92,980.060 OPTION TO CONVERT : No
MONTHLY P&I: 2,492.44 ANNUAL RATE ADJUST: 0.000
LTV : 55.07559 OUTSIDE CONV DATE:
CURRENT INT 8.37500 MATURITY DATE: 06/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0005270673 MORTGAGORS: LEE, PHILIP
LEE, GRACE
ADDRESS : 5 MARGARET PLACE
MORTGAGE AMT: 250,000.00 CITY EAST BRUNSWICK
:\
STATE/ZIP :\
LIFETIME RATE : 8.75000 NJ 08816
UNPAID BALANCE: 109,456.520 OPTION TO CONVERT : No
MONTHLY P&I: 2,498.63 ANNUAL RATE ADJUST: 0.000
LTV : 70.02801 OUTSIDE CONV DATE:
CURRENT INT 8.75000 MATURITY DATE: 05/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0005274089 MORTGAGORS: MAGANA, EDUARDO
FOORD, NANCY
ADDRESS : 527 SILVER AVENUE
MORTGAGE AMT: 294,350.00 CITY HALF MOON BAY
:\
STATE/ZIP :\
LIFETIME RATE : 8.75000 CA 94019
UNPAID BALANCE: 201,131.940 OPTION TO CONVERT : No
MONTHLY P&I: 2,941.88 ANNUAL RATE ADJUST: 0.000
LTV : 74.99363 OUTSIDE CONV DATE:
CURRENT INT 8.75000 MATURITY DATE: 04/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0005274477 MORTGAGORS: MACDONELL, KEITH
MACDONELL, MARGARET
ADDRESS : 912 CHERRY STREET
MORTGAGE AMT: 220,000.00 CITY WINNETKA
:\
STATE/ZIP :\
LIFETIME RATE : 8.87500 IL 60693
UNPAID BALANCE: 117,585.540 OPTION TO CONVERT : No
MONTHLY P&I: 2,215.06 ANNUAL RATE ADJUST: 0.000
LTV : 74.57600 OUTSIDE CONV DATE:
CURRENT INT 8.87500 MATURITY DATE: 04/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0005295803 MORTGAGORS: KIM, JEA
KIM, YEONG
ADDRESS : UNIT 106 BUILDING 9 14-1
MORTGAGE AMT: 235,000.00 CITY BAYSIDE
:\
STATE/ZIP :\
LIFETIME RATE : 9.00000 NY 11360
UNPAID BALANCE: 129,585.500 OPTION TO CONVERT : No
MONTHLY P&I: 2,383.53 ANNUAL RATE ADJUST: 0.000
LTV : 73.43700 OUTSIDE CONV DATE:
CURRENT INT 9.00000 MATURITY DATE: 06/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0005298427 MORTGAGORS: NICHOLAS, MINAS
NICHOLAS, EILEEN
ADDRESS : 10 HALSTEAD WAY
MORTGAGE AMT: 293,000.00 CITY MAHWAH
:\
STATE/ZIP :\
LIFETIME RATE : 8.75000 NJ 07430
UNPAID BALANCE: 203,114.480 OPTION TO CONVERT : No
MONTHLY P&I: 2,928.39 ANNUAL RATE ADJUST: 0.000
LTV : 73.25000 OUTSIDE CONV DATE:
CURRENT INT 8.75000 MATURITY DATE: 06/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0005319959 MORTGAGORS: KINDSVATER, LARRY
KINDSVATER, PATTIE
ADDRESS : 6901 MCLEAN PROVINCE CIRC
MORTGAGE AMT: 234,400.00 CITY FALLS CHURCH
:\
STATE/ZIP :\
LIFETIME RATE : 8.25000 VA 22043
UNPAID BALANCE: 160,589.430 OPTION TO CONVERT : No
MONTHLY P&I: 2,274.01 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 8.25000 MATURITY DATE: 06/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0005352455 MORTGAGORS: RAINONE, SEBASTIAN
RAINONE, PATRICIA
ADDRESS : 113 SCARLET DRIVE
MORTGAGE AMT: 223,000.00 CITY CONSHOHOCKEN, PLYMOU
:\
STATE/ZIP :\
LIFETIME RATE : 8.37500 PA 19428
UNPAID BALANCE: 153,234.840 OPTION TO CONVERT : No
MONTHLY P&I: 2,179.67 ANNUAL RATE ADJUST: 0.000
LTV : 89.20000 OUTSIDE CONV DATE:
CURRENT INT 8.37500 MATURITY DATE: 06/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0005386743 MORTGAGORS: NGUYEN, GIANG
NGUYEN, OANH
ADDRESS : 3534 PINETREE TERRACE
MORTGAGE AMT: 350,000.00 CITY FALLS CHURCH
:\
STATE/ZIP :\
LIFETIME RATE : 8.25000 VA 22041
UNPAID BALANCE: 217,915.240 OPTION TO CONVERT : No
MONTHLY P&I: 3,395.50 ANNUAL RATE ADJUST: 0.000
LTV : 52.63157 OUTSIDE CONV DATE:
CURRENT INT 8.25000 MATURITY DATE: 06/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0005387451 MORTGAGORS: SONG, PYONG
SONG, HYON
ADDRESS : 10204 WETHERBURN ROAD
MORTGAGE AMT: 215,000.00 CITY ELLICOTT CITY
:\
STATE/ZIP :\
LIFETIME RATE : 8.37500 MD 21042
UNPAID BALANCE: 118,348.180 OPTION TO CONVERT : No
MONTHLY P&I: 2,101.47 ANNUAL RATE ADJUST: 0.000
LTV : 69.35483 OUTSIDE CONV DATE:
CURRENT INT 8.37500 MATURITY DATE: 06/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0005404876 MORTGAGORS: MORAN, JOHN
MORAN, DORIS
ADDRESS : 7 MIZZENMAST COURT
MORTGAGE AMT: 236,200.00 CITY HILTON HEAD ISLAND
:\
STATE/ZIP :\
LIFETIME RATE : 9.37500 SC 29928
UNPAID BALANCE: 121,330.960 OPTION TO CONVERT : No
MONTHLY P&I: 2,448.68 ANNUAL RATE ADJUST: 0.000
LTV : 74.98400 OUTSIDE CONV DATE:
CURRENT INT 9.37500 MATURITY DATE: 05/01/07
RATE:
02
--------------------------------------------------------------------------------
LN # 0007698848 MORTGAGORS: COLE, STEVEN
COLE, MARY
ADDRESS : LOT 10-R DEBRA DRIVE
MORTGAGE AMT: 120,000.00 CITY KNOXVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 TN 37931
UNPAID BALANCE: 114,437.580 OPTION TO CONVERT : No
MONTHLY P&I: 1,070.23 ANNUAL RATE ADJUST: 0.000
LTV : 43.63600 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 03/01/13
RATE:
02
--------------------------------------------------------------------------------
LN # 0007707631 MORTGAGORS: ECKLES, GEORGE
ECKLES, MARY
ADDRESS : 2811 WINDSONG PLACE
MORTGAGE AMT: 410,000.00 CITY MURFREESBORO
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 TN 37129
UNPAID BALANCE: 396,581.160 OPTION TO CONVERT : No
MONTHLY P&I: 3,656.61 ANNUAL RATE ADJUST: 0.000
LTV : 68.67600 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 07/01/13
RATE:
02
--------------------------------------------------------------------------------
LN # 0007707714 MORTGAGORS: CHANDRA, CHANNAPPA
ADDRESS : 4134 HAMILL ROAD
MORTGAGE AMT: 410,000.00 CITY HIXSON
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 TN 37343
UNPAID BALANCE: 359,734.660 OPTION TO CONVERT : No
MONTHLY P&I: 3,656.60 ANNUAL RATE ADJUST: 0.000
LTV : 71.30434 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 07/01/13
RATE:
02
--------------------------------------------------------------------------------
LN # 0007707730 MORTGAGORS: HAALAND, DOUGLAS
HAALAND, DIANE
ADDRESS : 10324 CASTLEBRIDGE COUR
MORTGAGE AMT: 243,632.83 CITY KNOXVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 TN 37922
UNPAID BALANCE: 233,909.720 OPTION TO CONVERT : No
MONTHLY P&I: 2,155.93 ANNUAL RATE ADJUST: 0.000
LTV : 74.96394 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 05/01/13
RATE:
02
--------------------------------------------------------------------------------
LN # 0007707870 MORTGAGORS: MILLER, DAVID
MILLER, MARY
ADDRESS : 12361 WINDTREE BLVD.
MORTGAGE AMT: 181,232.40 CITY SEMINOLE
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 FL 34642
UNPAID BALANCE: 168,256.460 OPTION TO CONVERT : No
MONTHLY P&I: 2,154.49 ANNUAL RATE ADJUST: 0.000
LTV : 62.92700 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 01/01/08
RATE:
02
--------------------------------------------------------------------------------
LN # 0007707946 MORTGAGORS: TAYLOR, WILLIAM
ADDRESS : 101 CARRIAGE COURT
MORTGAGE AMT: 400,000.00 CITY PONTE VEDRA BEACH
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 FL 32082
UNPAID BALANCE: 381,029.160 OPTION TO CONVERT : No
MONTHLY P&I: 3,660.69 ANNUAL RATE ADJUST: 0.000
LTV : 75.47100 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 06/01/12
RATE:
02
--------------------------------------------------------------------------------
LN # 0007784341 MORTGAGORS: ROWE, RONALD
ROWE, NANCY
ADDRESS : SOUTH WATER STREET
MORTGAGE AMT: 50,001.00 CITY ORBISONIA
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 PA 17243
UNPAID BALANCE: 49,030.390 OPTION TO CONVERT : No
MONTHLY P&I: 445.93 ANNUAL RATE ADJUST: 0.000
LTV : 58.14000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 11/01/13
RATE:
02
--------------------------------------------------------------------------------
LN # 0007784507 MORTGAGORS: DIFLUMERI, ANTHONY
DIFLUMERI, ANITA
ADDRESS : 4 COVE POINT DRIVE
MORTGAGE AMT: 104,000.00 CITY TOMS RIVER
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 NJ 08753
UNPAID BALANCE: 100,904.420 OPTION TO CONVERT : No
MONTHLY P&I: 913.12 ANNUAL RATE ADJUST: 0.000
LTV : 63.03000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 11/01/13
RATE:
02
--------------------------------------------------------------------------------
LN # 0007789985 MORTGAGORS: VAN ZANT, TONI
FLAHERTY, PATRICK
ADDRESS : 5408 GRAND LAKE STREET
MORTGAGE AMT: 270,000.00 CITY HOUSTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 TX 77081
UNPAID BALANCE: 266,525.750 OPTION TO CONVERT : No
MONTHLY P&I: 2,408.01 ANNUAL RATE ADJUST: 0.000
LTV : 79.88100 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 01/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007805492 MORTGAGORS: BOURDEAUX, HERB
ADDRESS : 1615 WEST OSBORN ROAD
MORTGAGE AMT: 40,500.00 CITY PHOENIX
:\
STATE/ZIP :\
LIFETIME RATE : 7.62500 AZ 85015
UNPAID BALANCE: 40,134.760 OPTION TO CONVERT : No
MONTHLY P&I: 378.32 ANNUAL RATE ADJUST: 0.000
LTV : 40.50000 OUTSIDE CONV DATE:
CURRENT INT 7.62500 MATURITY DATE: 02/01/14
RATE:
- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:250
--------------------------------------------------------------------------------
LN # 0007805526 MORTGAGORS: JONES, SYDNEY
JONES, COLLEEN
ADDRESS : 12527 ASHFORD MEADOWS
MORTGAGE AMT: 81,000.00 CITY HOUSTON
:\
STATE/ZIP :\
LIFETIME RATE : 7.62500 TX 77082
UNPAID BALANCE: 80,269.490 OPTION TO CONVERT : No
MONTHLY P&I: 756.65 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 7.62500 MATURITY DATE: 02/01/14
RATE:
- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:250
--------------------------------------------------------------------------------
LN # 0007805567 MORTGAGORS: BOURDEAUX, HERBERT
ADDRESS : 27 WEST WILLETA STREET
MORTGAGE AMT: 65,000.00 CITY PHOENIX
:\
STATE/ZIP :\
LIFETIME RATE : 7.62500 AZ 85033
UNPAID BALANCE: 64,610.440 OPTION TO CONVERT : No
MONTHLY P&I: 607.19 ANNUAL RATE ADJUST: 0.000
LTV : 34.57400 OUTSIDE CONV DATE:
CURRENT INT 7.62500 MATURITY DATE: 03/01/14
RATE:
- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:250
--------------------------------------------------------------------------------
LN # 0007805591 MORTGAGORS: JONES, SYDNEY
JONES, COLLEEN
ADDRESS : 12630 ASHFORD MEADOWS
MORTGAGE AMT: 78,750.00 CITY HOUSTON
:\
STATE/ZIP :\
LIFETIME RATE : 7.62500 TX 77082
UNPAID BALANCE: 78,278.030 OPTION TO CONVERT : No
MONTHLY P&I: 735.63 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 7.62500 MATURITY DATE: 03/01/14
RATE:
- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:250
--------------------------------------------------------------------------------
LN # 0007805625 MORTGAGORS: SMITH, BRENT
ADDRESS : 700 EAST MESQUITE CIRCLE
MORTGAGE AMT: 60,000.00 CITY TEMPE
:\
STATE/ZIP :\
LIFETIME RATE : 7.62500 AZ 85281
UNPAID BALANCE: 59,458.890 OPTION TO CONVERT : No
MONTHLY P&I: 560.48 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.62500 MATURITY DATE: 02/01/14
RATE:
- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:250
--------------------------------------------------------------------------------
LN # 0007805633 MORTGAGORS: SMITH, BRENT
ADDRESS : 925 NORTH COLLEGE DRIVE C
MORTGAGE AMT: 61,950.00 CITY TEMPE
:\
STATE/ZIP :\
LIFETIME RATE : 7.62500 AZ 85281
UNPAID BALANCE: 61,391.310 OPTION TO CONVERT : No
MONTHLY P&I: 578.69 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 7.62500 MATURITY DATE: 02/01/14
RATE:
- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:250
--------------------------------------------------------------------------------
LN # 0007805641 MORTGAGORS: SMITH, BRENT
ADDRESS : 925 NORTH COLLEGE DRIVE I
MORTGAGE AMT: 60,000.00 CITY TEMPE
:\
STATE/ZIP :\
LIFETIME RATE : 7.62500 AZ 85281
UNPAID BALANCE: 59,458.890 OPTION TO CONVERT : No
MONTHLY P&I: 560.48 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.62500 MATURITY DATE: 02/01/14
RATE:
- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:250
--------------------------------------------------------------------------------
LN # 0007805658 MORTGAGORS: SMITH, BRENT
ADDRESS : 819 NORTH COLLEFE DRIVE #
MORTGAGE AMT: 70,500.00 CITY TEMPE
:\
STATE/ZIP :\
LIFETIME RATE : 7.62500 AZ 85281
UNPAID BALANCE: 69,864.200 OPTION TO CONVERT : No
MONTHLY P&I: 658.56 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 7.62500 MATURITY DATE: 02/01/14
RATE:
- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:250
--------------------------------------------------------------------------------
LN # 0007805666 MORTGAGORS: DRABECK, GARY
DRABECK, JERRY
ADDRESS : 1811 DECATUR STREET
MORTGAGE AMT: 55,800.00 CITY HOUSTON
:\
STATE/ZIP :\
LIFETIME RATE : 7.50000 TX 77007
UNPAID BALANCE: 55,461.910 OPTION TO CONVERT : No
MONTHLY P&I: 517.27 ANNUAL RATE ADJUST: 0.000
LTV : 90.00000 OUTSIDE CONV DATE:
CURRENT INT 7.50000 MATURITY DATE: 03/01/14
RATE:
- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:250
--------------------------------------------------------------------------------
LN # 0007805716 MORTGAGORS: REDDY, SYAMA
ADDRESS : 16597 EAST KENTUCKY AVENU
MORTGAGE AMT: 130,500.00 CITY AURORA
:\
STATE/ZIP :\
LIFETIME RATE : 8.00000 CO 80017
UNPAID BALANCE: 122,029.310 OPTION TO CONVERT : No
MONTHLY P&I: 1,247.13 ANNUAL RATE ADJUST: 0.000
LTV : 90.00000 OUTSIDE CONV DATE:
CURRENT INT 8.00000 MATURITY DATE: 08/01/12
RATE:
- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:250
--------------------------------------------------------------------------------
LN # 0007805880 MORTGAGORS: KEPPINGER, JAMES
ADDRESS : 6001 N. VANCOUVER AVENUE
MORTGAGE AMT: 105,000.00 CITY PORTLAND
:\
STATE/ZIP :\
LIFETIME RATE : 8.50000 OR 97217
UNPAID BALANCE: 99,119.560 OPTION TO CONVERT : No
MONTHLY P&I: 1,033.98 ANNUAL RATE ADJUST: 0.000
LTV : 57.69200 OUTSIDE CONV DATE:
CURRENT INT 8.50000 MATURITY DATE: 10/01/12
RATE:
- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:250
--------------------------------------------------------------------------------
LN # 0007805906 MORTGAGORS: ALDRIDGE, JEROLD
ALDRIDGE, SHERRY
ADDRESS : 1718 NORTH 900 ROAD
MORTGAGE AMT: 107,905.30 CITY BALDWIN CITY
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 KS 66006
UNPAID BALANCE: 105,681.460 OPTION TO CONVERT : No
MONTHLY P&I: 994.45 ANNUAL RATE ADJUST: 0.000
LTV : 82.37000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 10/01/12
RATE:
- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:250
--------------------------------------------------------------------------------
LN # 0007810674 MORTGAGORS: BROWN, KAREN
ADDRESS : 805 EAST ESCALANTE DRIVE
MORTGAGE AMT: 158,000.00 CITY ST GEORGE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 UT 84790
UNPAID BALANCE: 156,479.560 OPTION TO CONVERT : No
MONTHLY P&I: 1,409.13 ANNUAL RATE ADJUST: 0.000
LTV : 69.91100 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 02/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007810708 MORTGAGORS: DEMARIA, CHRISTOPHER
DEMARIA, MELISSA
ADDRESS : 18971 CROOKED LANE
MORTGAGE AMT: 309,200.00 CITY LUTZ
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 FL 33549
UNPAID BALANCE: 307,179.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,714.76 ANNUAL RATE ADJUST: 0.000
LTV : 61.84000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007810864 MORTGAGORS: PATTERSON, DONALD
PATTERSON, LESLIE
ADDRESS : 909 EAST SAN ANGELO AVENU
MORTGAGE AMT: 320,000.00 CITY GILBERT
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 AZ 85234
UNPAID BALANCE: 317,952.960 OPTION TO CONVERT : No
MONTHLY P&I: 2,853.93 ANNUAL RATE ADJUST: 0.000
LTV : 60.15000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007810906 MORTGAGORS: COX, JOHN
COX, ALISA
ADDRESS : 5124 WEATHERBEE COURT
MORTGAGE AMT: 276,000.00 CITY LILBURN
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 GA 30047
UNPAID BALANCE: 274,215.290 OPTION TO CONVERT : No
MONTHLY P&I: 2,442.35 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007811011 MORTGAGORS: HERMAN, TODD
HERMAN, SUSAN
ADDRESS : 1977 BOXWOOD DRIVE
MORTGAGE AMT: 300,000.00 CITY NEWTOWN
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 PA 18940
UNPAID BALANCE: 297,050.550 OPTION TO CONVERT : No
MONTHLY P&I: 2,633.99 ANNUAL RATE ADJUST: 0.000
LTV : 54.34900 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 02/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007811110 MORTGAGORS: CHANG, TAI HO
KAO, WENDY
ADDRESS : 2 TOWER RD
MORTGAGE AMT: 320,000.00 CITY BRIDGEWATER
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 NJ 08807
UNPAID BALANCE: 315,837.300 OPTION TO CONVERT : No
MONTHLY P&I: 2,831.72 ANNUAL RATE ADJUST: 0.000
LTV : 63.36600 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007811227 MORTGAGORS: FINNEY, SANDRA
FINNEY, TIMOTHY
ADDRESS : 17632 MYRTLEWOOD DR
MORTGAGE AMT: 304,400.00 CITY CHESTERFIEL
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 MO 63005
UNPAID BALANCE: 302,431.640 OPTION TO CONVERT : No
MONTHLY P&I: 2,693.67 ANNUAL RATE ADJUST: 0.000
LTV : 74.24300 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007811433 MORTGAGORS: PHILLIPS, JOHN
PHILLIPS, NANCY
ADDRESS : 2800 SHADOW LAKE ROAD
MORTGAGE AMT: 362,500.00 CITY BLACKSBURG
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 VA 24060
UNPAID BALANCE: 358,897.870 OPTION TO CONVERT : No
MONTHLY P&I: 3,157.77 ANNUAL RATE ADJUST: 0.000
LTV : 71.07800 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 02/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007811441 MORTGAGORS: CURETON, JYTTE
ADDRESS : 3625 E PARK AVE
MORTGAGE AMT: 272,700.00 CITY PHOENIX
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 AZ 85044
UNPAID BALANCE: 269,979.850 OPTION TO CONVERT : No
MONTHLY P&I: 2,451.11 ANNUAL RATE ADJUST: 0.000
LTV : 89.40900 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 02/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007811458 MORTGAGORS: HENDRIKS, CORNELIS
HENDRIKS, ELIZABETH
HENDRIKS, ELIZABETH
ADDRESS : 1017 LYLEBOURNE CT
MORTGAGE AMT: 272,000.00 CITY APEX
:\
STATE/ZIP :\
LIFETIME RATE : 6.25000 NC 27502
UNPAID BALANCE: 268,546.710 OPTION TO CONVERT : No
MONTHLY P&I: 2,561.79 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.25000 MATURITY DATE: 01/01/12
RATE:
02
--------------------------------------------------------------------------------
LN # 0007811508 MORTGAGORS: CHEN, THOMAS
CHEN, DIANE
ADDRESS : 11911 S FOX DEN DR
MORTGAGE AMT: 265,000.00 CITY KNOXVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 6.37500 TN 37922
UNPAID BALANCE: 261,822.810 OPTION TO CONVERT : No
MONTHLY P&I: 2,992.20 ANNUAL RATE ADJUST: 0.000
LTV : 61.62700 OUTSIDE CONV DATE:
CURRENT INT 6.37500 MATURITY DATE: 03/01/09
RATE:
02
--------------------------------------------------------------------------------
LN # 0007812829 MORTGAGORS: HOMES, HENRY
HOMES, MADELEINE
ADDRESS : 3 WATERBURY COURT
MORTGAGE AMT: 400,000.00 CITY BALTIMORE
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 MD 21212
UNPAID BALANCE: 397,385.510 OPTION TO CONVERT : No
MONTHLY P&I: 3,511.98 ANNUAL RATE ADJUST: 0.000
LTV : 30.76900 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007812837 MORTGAGORS: GREEN, MICAH
ADDRESS : 10413 DEMOCRACY LANE
MORTGAGE AMT: 475,000.00 CITY POTOMAC
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 MD 20854
UNPAID BALANCE: 473,451.920 OPTION TO CONVERT : No
MONTHLY P&I: 4,170.48 ANNUAL RATE ADJUST: 0.000
LTV : 77.86800 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007812845 MORTGAGORS: LUSTER, SUSAN
ADDRESS : 3238 HISTORY DRIVE
MORTGAGE AMT: 259,300.00 CITY OAKTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 VA 22124
UNPAID BALANCE: 257,605.160 OPTION TO CONVERT : No
MONTHLY P&I: 2,276.64 ANNUAL RATE ADJUST: 0.000
LTV : 64.02400 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007812860 MORTGAGORS: DENCHFIELD, RANDY
DENCHFIELD, SUSAN
ADDRESS : 3 OXFORD STREET
MORTGAGE AMT: 550,000.00 CITY CHEVY CHASE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 MD 20815
UNPAID BALANCE: 544,592.140 OPTION TO CONVERT : No
MONTHLY P&I: 4,867.01 ANNUAL RATE ADJUST: 0.000
LTV : 64.70500 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007812878 MORTGAGORS: SANCHEZ, ROBERT
SANCHEZ, LYNN
ADDRESS : 7090 OLD SCHOOLHOUSE #2 L
MORTGAGE AMT: 297,000.00 CITY EASTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MD 21601
UNPAID BALANCE: 295,100.080 OPTION TO CONVERT : No
MONTHLY P&I: 2,648.81 ANNUAL RATE ADJUST: 0.000
LTV : 77.54500 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007812886 MORTGAGORS: NIELSEN, MARVIN
NIELSEN, CATHERINE
ADDRESS : 27938 OAKLANDS CIRCLE
MORTGAGE AMT: 406,250.00 CITY EASTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 MD 21601
UNPAID BALANCE: 403,594.670 OPTION TO CONVERT : No
MONTHLY P&I: 3,566.85 ANNUAL RATE ADJUST: 0.000
LTV : 52.31800 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007812894 MORTGAGORS: COUVILLION, STEVEN
COUVILLION, PATRICIA
ADDRESS : 5609 N PENNSYLVANIA STREE
MORTGAGE AMT: 392,000.00 CITY INDIANAPOLIS
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 IN 46220
UNPAID BALANCE: 389,410.170 OPTION TO CONVERT : No
MONTHLY P&I: 3,414.75 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007812902 MORTGAGORS: KRAMER, JAMES
KRAMER, MARIE
ADDRESS : 12040 SOUTH PINEY POINT R
MORTGAGE AMT: 333,000.00 CITY BISHOPVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 MD 21813
UNPAID BALANCE: 330,799.980 OPTION TO CONVERT : No
MONTHLY P&I: 2,900.79 ANNUAL RATE ADJUST: 0.000
LTV : 60.54500 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007812910 MORTGAGORS: TRIPP, THOMAS
ADDRESS : 38591 COUNTY ROAD 13
MORTGAGE AMT: 300,000.00 CITY ELIZABETH
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CO 80107
UNPAID BALANCE: 298,060.100 OPTION TO CONVERT : No
MONTHLY P&I: 2,654.73 ANNUAL RATE ADJUST: 0.000
LTV : 60.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007812928 MORTGAGORS: GRUNBERG, NEIL
GRUNBERG, NANCY
ADDRESS : 7805 FAIRFAX ROAD
MORTGAGE AMT: 270,000.00 CITY BETHESDA
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MD 20814
UNPAID BALANCE: 269,138.870 OPTION TO CONVERT : No
MONTHLY P&I: 2,408.01 ANNUAL RATE ADJUST: 0.000
LTV : 53.46500 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007812951 MORTGAGORS: YEAKLE, CAROLA
ADDRESS : 3642 NW 24TH TERRACE
MORTGAGE AMT: 232,000.00 CITY BOCA RATON
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 FL 33431
UNPAID BALANCE: 230,515.880 OPTION TO CONVERT : No
MONTHLY P&I: 2,069.11 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007812969 MORTGAGORS: TAYLOR, LESLIE
TAYLOR, LISA
ADDRESS : 2800 SUGARLOAF CLUB DRIVE
MORTGAGE AMT: 648,350.00 CITY DULUTH
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 GA 30097
UNPAID BALANCE: 644,112.240 OPTION TO CONVERT : No
MONTHLY P&I: 5,692.48 ANNUAL RATE ADJUST: 0.000
LTV : 74.99700 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007812977 MORTGAGORS: THOME, MATTHEW
ADDRESS : 1294 DOGWOOD ROAD
MORTGAGE AMT: 532,400.00 CITY SNELLVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 GA 30078
UNPAID BALANCE: 529,067.090 OPTION TO CONVERT : No
MONTHLY P&I: 4,822.65 ANNUAL RATE ADJUST: 0.000
LTV : 74.98500 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007812985 MORTGAGORS: GRAFTON, SCOTT
GRAFTON, KIMBERLY
ADDRESS : 4670 BROOK HOLLOW ROAD
MORTGAGE AMT: 380,000.00 CITY ATLANTA
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 GA 30327
UNPAID BALANCE: 377,516.240 OPTION TO CONVERT : No
MONTHLY P&I: 3,336.38 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007812993 MORTGAGORS: MC DONALD, FRED
MC DONALD, LORI
ADDRESS : 17435 CLUB HILL COURT
MORTGAGE AMT: 549,550.00 CITY DALLAS
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 TX 75248
UNPAID BALANCE: 545,996.430 OPTION TO CONVERT : No
MONTHLY P&I: 4,863.02 ANNUAL RATE ADJUST: 0.000
LTV : 47.78600 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813009 MORTGAGORS: MARKS, KENNETH
MEEHAN, MEREDITH
ADDRESS : 28331 QUIET HILL LANE
MORTGAGE AMT: 353,500.00 CITY TRABUCO CANYON AREA
:\
STATE/ZIP :\
LIFETIME RATE : 7.62500 CA 92679
UNPAID BALANCE: 347,062.790 OPTION TO CONVERT : No
MONTHLY P&I: 3,302.15 ANNUAL RATE ADJUST: 0.000
LTV : 79.43800 OUTSIDE CONV DATE:
CURRENT INT 7.62500 MATURITY DATE: 11/01/13
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813017 MORTGAGORS: BOLANDER, KEVIN
BOLANDER, JILL
ADDRESS : 1305 CANYON VIEW DRIVE
MORTGAGE AMT: 428,000.00 CITY SANTA CLARA
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 UT 84765
UNPAID BALANCE: 425,349.580 OPTION TO CONVERT : No
MONTHLY P&I: 3,907.05 ANNUAL RATE ADJUST: 0.000
LTV : 82.30700 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813025 MORTGAGORS: OSTLER, GLENN
OSTLER, STEPHANIE
ADDRESS : 8315 WEST 10TH AVENUE
MORTGAGE AMT: 260,000.00 CITY KENNEWICK
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 WA 99337
UNPAID BALANCE: 258,407.360 OPTION TO CONVERT : No
MONTHLY P&I: 2,391.80 ANNUAL RATE ADJUST: 0.000
LTV : 78.78700 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813033 MORTGAGORS: STEWART, JAMES
ADDRESS : 22430 98TH AVENUE SOUTHWE
MORTGAGE AMT: 520,000.00 CITY VASHON
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 WA 98070
UNPAID BALANCE: 513,164.710 OPTION TO CONVERT : No
MONTHLY P&I: 4,565.57 ANNUAL RATE ADJUST: 0.000
LTV : 57.77700 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 01/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813058 MORTGAGORS: ILSTRUP, ROGER
ILSTRUP, DORLENE
ADDRESS : 14835 WEST TREVINO DRIVE
MORTGAGE AMT: 281,850.00 CITY GOODYEAR
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 AZ 85338
UNPAID BALANCE: 279,137.760 OPTION TO CONVERT : No
MONTHLY P&I: 2,513.69 ANNUAL RATE ADJUST: 0.000
LTV : 79.84400 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 02/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813066 MORTGAGORS: CURTIN, GREGORY
ADDRESS : 14320 MORNING MOUNTAIN WA
MORTGAGE AMT: 308,000.00 CITY ALPHARETTA
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 GA 30004
UNPAID BALANCE: 305,986.850 OPTION TO CONVERT : No
MONTHLY P&I: 2,704.22 ANNUAL RATE ADJUST: 0.000
LTV : 77.00000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813074 MORTGAGORS: CYR, JAMES
ADDRESS : 725 CLUBSIDE DRIVE
MORTGAGE AMT: 253,800.00 CITY ROSWELL
:\
STATE/ZIP :\
LIFETIME RATE : 6.37500 GA 30076
UNPAID BALANCE: 252,105.190 OPTION TO CONVERT : No
MONTHLY P&I: 2,193.47 ANNUAL RATE ADJUST: 0.000
LTV : 61.15600 OUTSIDE CONV DATE:
CURRENT INT 6.37500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813082 MORTGAGORS: STEPHENS, THOMAS
STEPHENS, CAROL
ADDRESS : 13602 GOLDEN RIDGE LANE
MORTGAGE AMT: 450,000.00 CITY MCCORDSVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 IN 46055
UNPAID BALANCE: 447,058.720 OPTION TO CONVERT : No
MONTHLY P&I: 3,950.97 ANNUAL RATE ADJUST: 0.000
LTV : 73.17000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813108 MORTGAGORS: SODEN, CECIL
SODEN, ALYCE
ADDRESS : 33801 HIGHWAY ONE
MORTGAGE AMT: 328,500.00 CITY GUALALA
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 95445
UNPAID BALANCE: 325,304.740 OPTION TO CONVERT : No
MONTHLY P&I: 2,906.93 ANNUAL RATE ADJUST: 0.000
LTV : 64.41100 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 02/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813116 MORTGAGORS: MORGAN, CANDICE
ADDRESS : 2510 58TH AVENUE
MORTGAGE AMT: 420,000.00 CITY GREELEY
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CO 80634
UNPAID BALANCE: 417,313.250 OPTION TO CONVERT : No
MONTHLY P&I: 3,745.79 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813124 MORTGAGORS: CRENSHAW, PHILLIP
CRENSHAW, CINTHANIE
ADDRESS : 1041 WEST SHADOW POINT DR
MORTGAGE AMT: 640,000.00 CITY ST. GEORGE
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 UT 84770
UNPAID BALANCE: 635,816.830 OPTION TO CONVERT : No
MONTHLY P&I: 5,619.16 ANNUAL RATE ADJUST: 0.000
LTV : 64.00000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813132 MORTGAGORS: RUNNE, JOHN
RUNNE, VIRGINIA
ADDRESS : 32829 WOODLAND DRIVE
MORTGAGE AMT: 365,000.00 CITY EVERGREEN
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CO 80439
UNPAID BALANCE: 362,639.800 OPTION TO CONVERT : No
MONTHLY P&I: 3,229.92 ANNUAL RATE ADJUST: 0.000
LTV : 56.15300 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813140 MORTGAGORS: MCGEACHIN, JAMES
MCGEACHIN, MARY
ADDRESS : 6451 NORTH THIMBLE PASS
MORTGAGE AMT: 350,000.00 CITY TUCSON
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 AZ 85750
UNPAID BALANCE: 347,687.660 OPTION TO CONVERT : No
MONTHLY P&I: 3,048.88 ANNUAL RATE ADJUST: 0.000
LTV : 61.40300 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813157 MORTGAGORS: ASHCRAFT, HOWARD
EZZY, MARILYN
EZZY, MARILYN
ADDRESS : 903 GRAND STREET
MORTGAGE AMT: 450,000.00 CITY ALAMEDA
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 94501
UNPAID BALANCE: 447,072.150 OPTION TO CONVERT : No
MONTHLY P&I: 3,982.09 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813165 MORTGAGORS: LEON, HUGO
LEON, YOLANDA
ADDRESS : 1582 CLEARVIEW LANE
MORTGAGE AMT: 490,000.00 CITY SANTA ANA AREA
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 CA 92705
UNPAID BALANCE: 486,762.730 OPTION TO CONVERT : No
MONTHLY P&I: 4,268.43 ANNUAL RATE ADJUST: 0.000
LTV : 59.82900 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813199 MORTGAGORS: POIRIER, TOMMY
POIRIER, SUSAN
ADDRESS : 6130 VAN ALSTINE AVENUE
MORTGAGE AMT: 650,000.00 CITY CARMICHAEL
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 CA 95608
UNPAID BALANCE: 645,705.660 OPTION TO CONVERT : No
MONTHLY P&I: 5,662.20 ANNUAL RATE ADJUST: 0.000
LTV : 68.85500 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813207 MORTGAGORS: BRADY, MATTHEW
BRADY, NANCY
BRADY, NANCY
ADDRESS : 11806 AMERICAN BAR COURT
MORTGAGE AMT: 267,000.00 CITY GOLD RIVER
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 95670
UNPAID BALANCE: 265,310.350 OPTION TO CONVERT : No
MONTHLY P&I: 2,399.87 ANNUAL RATE ADJUST: 0.000
LTV : 74.16600 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813215 MORTGAGORS: LEACH, JAMES
LEACH, CYNTHIA
ADDRESS : 575 CARTERS CREEK PIKE
MORTGAGE AMT: 300,000.00 CITY COLUMBIA
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 TN 38401
UNPAID BALANCE: 298,142.220 OPTION TO CONVERT : No
MONTHLY P&I: 2,738.59 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813223 MORTGAGORS: POLEKOFF, JEFFREY
ADDRESS : 215 LANDFALL ROAD
MORTGAGE AMT: 275,700.00 CITY ATLANTA
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 GA 30328
UNPAID BALANCE: 273,897.960 OPTION TO CONVERT : No
MONTHLY P&I: 2,420.63 ANNUAL RATE ADJUST: 0.000
LTV : 61.26600 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813231 MORTGAGORS: RANLY, DONALD
RANLY, JEANETTE
ADDRESS : 4101 OCEAN DRIVE
MORTGAGE AMT: 340,700.00 CITY CORPUS CHRISTI
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 TX 78411
UNPAID BALANCE: 336,366.220 OPTION TO CONVERT : No
MONTHLY P&I: 2,991.32 ANNUAL RATE ADJUST: 0.000
LTV : 54.51200 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813249 MORTGAGORS: GRIESBECK, WILLIAM
GRIESBECK, MARY ANNE
ADDRESS : 4464 PARK AVE
MORTGAGE AMT: 315,000.00 CITY MEMPHIS
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 TN 38117
UNPAID BALANCE: 312,963.120 OPTION TO CONVERT : No
MONTHLY P&I: 2,787.46 ANNUAL RATE ADJUST: 0.000
LTV : 66.31500 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813264 MORTGAGORS: KASSELA, FRANK
ADDRESS : 9334 WILLIAMS GLEN CV
MORTGAGE AMT: 550,400.00 CITY GERMANTOWN
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 TN 38138
UNPAID BALANCE: 546,131.510 OPTION TO CONVERT : No
MONTHLY P&I: 4,870.54 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813272 MORTGAGORS: ANDERSON, STEVEN
ANDERSON, SHARON
ADDRESS : 5335 PEGHORN TRAIL
MORTGAGE AMT: 247,500.00 CITY OOLTEWAH
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 TN 37363
UNPAID BALANCE: 245,882.300 OPTION TO CONVERT : No
MONTHLY P&I: 2,173.03 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813280 MORTGAGORS: PEELER, GEORGE
PEELER, JANIE
ADDRESS : 8905 FERN VALLEY COVE
MORTGAGE AMT: 283,500.00 CITY CORDOVA
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 TN 38018
UNPAID BALANCE: 281,627.020 OPTION TO CONVERT : No
MONTHLY P&I: 2,469.59 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813298 MORTGAGORS: LIGHT, GARY
ADDRESS : 60 DOWNING STREET
MORTGAGE AMT: 300,000.00 CITY EAST GREENWICH
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 RI 02818
UNPAID BALANCE: 293,716.440 OPTION TO CONVERT : No
MONTHLY P&I: 2,633.99 ANNUAL RATE ADJUST: 0.000
LTV : 66.66600 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 11/01/13
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813322 MORTGAGORS: HOFFMAN, R.
HOFFMAN, JAN
ADDRESS : 2365 VILLANDRY COURT
MORTGAGE AMT: 530,000.00 CITY HENDERSON
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 NV 89014
UNPAID BALANCE: 523,106.990 OPTION TO CONVERT : No
MONTHLY P&I: 4,690.03 ANNUAL RATE ADJUST: 0.000
LTV : 69.01000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 01/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813330 MORTGAGORS: ERNST, WILLIAM
MURDOCK, CYNTHIA
ADDRESS : 7720 WEST AGATE AVENUE
MORTGAGE AMT: 318,750.00 CITY LAS VEGAS
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 NV 89113
UNPAID BALANCE: 316,688.860 OPTION TO CONVERT : No
MONTHLY P&I: 2,820.65 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813348 MORTGAGORS: WEISS, SUSAN
WEISS, ROBERT
ADDRESS : 1241 NORTH SUMMIT DRIVE
MORTGAGE AMT: 455,000.00 CITY SANTA FE
:\
STATE/ZIP :\
LIFETIME RATE : 6.37500 NM 87501
UNPAID BALANCE: 450,430.360 OPTION TO CONVERT : No
MONTHLY P&I: 3,932.34 ANNUAL RATE ADJUST: 0.000
LTV : 54.81900 OUTSIDE CONV DATE:
CURRENT INT 6.37500 MATURITY DATE: 02/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813355 MORTGAGORS: GRADKE, GARY
GRADKE, PAULA
ADDRESS : 22439 NORTH 55TH STREET
MORTGAGE AMT: 380,000.00 CITY PHOENIX
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 AZ 85054
UNPAID BALANCE: 376,343.230 OPTION TO CONVERT : No
MONTHLY P&I: 3,389.05 ANNUAL RATE ADJUST: 0.000
LTV : 86.36300 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 02/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813363 MORTGAGORS: ERWIN, JOHN
ERWIN, SHARON
ADDRESS : 23500 NE 206TH STREET
MORTGAGE AMT: 258,400.00 CITY BATTLE GROUND
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 WA 98604
UNPAID BALANCE: 255,471.900 OPTION TO CONVERT : No
MONTHLY P&I: 2,286.61 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 02/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813371 MORTGAGORS: ROSEN, BARRY
ROSEN, MAUREEN
ADDRESS : 3104 SW FAIRMOUNT BOULEVA
MORTGAGE AMT: 568,000.00 CITY PORTLAND
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 OR 97201
UNPAID BALANCE: 562,475.170 OPTION TO CONVERT : No
MONTHLY P&I: 5,026.29 ANNUAL RATE ADJUST: 0.000
LTV : 78.34400 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 02/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813389 MORTGAGORS: WONACOTT, MICHAEL
WONACOTT, ISABEL
ADDRESS : 48 VIRGINIA COURT
MORTGAGE AMT: 360,000.00 CITY WALNUT CREEK
:\
STATE/ZIP :\
LIFETIME RATE : 6.37500 CA 94596
UNPAID BALANCE: 357,596.010 OPTION TO CONVERT : No
MONTHLY P&I: 3,111.31 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.37500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813405 MORTGAGORS: FINRUD, JEFFREY
FINRUD, JANET
ADDRESS : 19510 NE 8TH STREET
MORTGAGE AMT: 252,000.00 CITY CAMAS
:\
STATE/ZIP :\
LIFETIME RATE : 6.37500 WA 98607
UNPAID BALANCE: 250,317.200 OPTION TO CONVERT : No
MONTHLY P&I: 2,177.92 ANNUAL RATE ADJUST: 0.000
LTV : 77.53800 OUTSIDE CONV DATE:
CURRENT INT 6.37500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813413 MORTGAGORS: PELTEKIAN, STEVE
PELTEKIAN, JUDITH
ADDRESS : 30323 165TH AVENUE SOUTHE
MORTGAGE AMT: 291,000.00 CITY KENT
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 WA 98042
UNPAID BALANCE: 287,966.370 OPTION TO CONVERT : No
MONTHLY P&I: 2,534.93 ANNUAL RATE ADJUST: 0.000
LTV : 78.64800 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 02/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813421 MORTGAGORS: DAIGNAULT, JOHN
DAIGNAULT, LINDA
ADDRESS : 46 PARTRIDGE ROAD
MORTGAGE AMT: 440,000.00 CITY DUXBURY
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 MA 02332
UNPAID BALANCE: 437,124.060 OPTION TO CONVERT : No
MONTHLY P&I: 3,863.18 ANNUAL RATE ADJUST: 0.000
LTV : 59.45900 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813439 MORTGAGORS: EMMERMANN, CARLOS
EMMERMANN, MARGIE
ADDRESS : 6605 WEST JOHN CABOT ROAD
MORTGAGE AMT: 283,500.00 CITY GLENDALE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 AZ 85308
UNPAID BALANCE: 280,771.860 OPTION TO CONVERT : No
MONTHLY P&I: 2,528.41 ANNUAL RATE ADJUST: 0.000
LTV : 90.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 02/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813447 MORTGAGORS: HELFERICH, RICHARD
HELFERICH, DEBI
ADDRESS : 8408 STERLING BRIDGE ROAD
MORTGAGE AMT: 257,800.00 CITY CHAPEL HILL
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 NC 27516
UNPAID BALANCE: 256,132.980 OPTION TO CONVERT : No
MONTHLY P&I: 2,281.30 ANNUAL RATE ADJUST: 0.000
LTV : 63.65432 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
- ---------------------------------------------------------------------------------------------------------PRODUCT
CODE:002
--------------------------------------------------------------------------------
LN # 0007813454 MORTGAGORS: PRESS, JAY
PRESS, DIANE
ADDRESS : 39 NANCY ROAD
MORTGAGE AMT: 305,000.00 CITY NEWTON (CHESTNUT HIL
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 MA 02467
UNPAID BALANCE: 301,418.230 OPTION TO CONVERT : No
MONTHLY P&I: 2,698.98 ANNUAL RATE ADJUST: 0.000
LTV : 50.83300 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
- --------------------------------------------PRODUCT CODE:002
--------------------------------------------------------------------------------
LN # 0007813462 MORTGAGORS: HUNTER, ALICE
MCKENNA, MARK
ADDRESS : 38 TIERRA VERDE COURT
MORTGAGE AMT: 270,000.00 CITY WALNUT CREE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 94598
UNPAID BALANCE: 267,251.270 OPTION TO CONVERT : No
MONTHLY P&I: 2,389.26 ANNUAL RATE ADJUST: 0.000
LTV : 33.12800 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813470 MORTGAGORS: TZUR, TALI
TZUR, LIAT
ADDRESS : 505 N. LAKE SHORE DRIVE #
MORTGAGE AMT: 588,000.00 CITY CHICAGO
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 IL 60611
UNPAID BALANCE: 584,238.540 OPTION TO CONVERT : No
MONTHLY P&I: 5,244.11 ANNUAL RATE ADJUST: 0.000
LTV : 49.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813488 MORTGAGORS: BLACKSTONE, WILLIAM
STRAHAN, NANCY
ADDRESS : 903 SAINT GEORGES ROAD
MORTGAGE AMT: 370,000.00 CITY BALTIMORE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 MD 21210
UNPAID BALANCE: 367,607.450 OPTION TO CONVERT : No
MONTHLY P&I: 3,274.17 ANNUAL RATE ADJUST: 0.000
LTV : 67.27200 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813496 MORTGAGORS: PATTON, GREGORY
PATTON, JOAN
ADDRESS : 3812 EAST MENLO STREET
MORTGAGE AMT: 406,000.00 CITY MESA
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 AZ 85215
UNPAID BALANCE: 403,304.380 OPTION TO CONVERT : No
MONTHLY P&I: 3,620.93 ANNUAL RATE ADJUST: 0.000
LTV : 73.81800 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813504 MORTGAGORS: BOCCIA, ALFRED
BOCCIA, JUDITH
ADDRESS : 258 VIRIGINA FARME LANE
MORTGAGE AMT: 460,000.00 CITY CARLISE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MA 01741
UNPAID BALANCE: 458,532.880 OPTION TO CONVERT : No
MONTHLY P&I: 4,102.54 ANNUAL RATE ADJUST: 0.000
LTV : 79.31000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813512 MORTGAGORS: SUN, CHANG-TA
SUN, LAN-RONG
ADDRESS : 11409 PALATINE DRIVE
MORTGAGE AMT: 650,000.00 CITY POTOMAC
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 MD 20854
UNPAID BALANCE: 645,751.470 OPTION TO CONVERT : No
MONTHLY P&I: 5,706.96 ANNUAL RATE ADJUST: 0.000
LTV : 62.80100 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813520 MORTGAGORS: MOHEBALI, PARVIZ
MOHEBALI, FARROKH
ADDRESS : 5344 SOUTH COTTONWOOD LAN
MORTGAGE AMT: 297,000.00 CITY SALT LAKE CITY
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 UT 84117
UNPAID BALANCE: 295,100.080 OPTION TO CONVERT : No
MONTHLY P&I: 2,648.81 ANNUAL RATE ADJUST: 0.000
LTV : 18.56200 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813538 MORTGAGORS: CHENG, CHIEN
CHANG, JENNIFER
ADDRESS : 34457 WILLOW LANE
MORTGAGE AMT: 325,000.00 CITY UNION CITY
:\
STATE/ZIP :\
LIFETIME RATE : 6.37500 CA 94587
UNPAID BALANCE: 322,829.730 OPTION TO CONVERT : No
MONTHLY P&I: 2,808.82 ANNUAL RATE ADJUST: 0.000
LTV : 75.91600 OUTSIDE CONV DATE:
CURRENT INT 6.37500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813546 MORTGAGORS: WIJETILLEKE, ROHINI
ADDRESS : 600 BROCKMAN COURT
MORTGAGE AMT: 515,250.00 CITY GREAT FALLS
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 VA 22066
UNPAID BALANCE: 511,989.330 OPTION TO CONVERT : No
MONTHLY P&I: 4,631.22 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813553 MORTGAGORS: YIN, LEI
CHEN, PIN
ADDRESS : 1800 PENWOOD STREET
MORTGAGE AMT: 380,800.00 CITY SAN JOSE
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 95133
UNPAID BALANCE: 378,390.180 OPTION TO CONVERT : No
MONTHLY P&I: 3,422.74 ANNUAL RATE ADJUST: 0.000
LTV : 79.98100 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813561 MORTGAGORS: SHINYEDA, PETER
SHINYEDA, MERRILY
ADDRESS : 2001 EAST CAROLINE LANE
MORTGAGE AMT: 543,750.00 CITY TEMPE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 AZ 85284
UNPAID BALANCE: 540,271.620 OPTION TO CONVERT : No
MONTHLY P&I: 4,849.46 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007813579 MORTGAGORS: PAPPAS, SAMUEL
ADDRESS : 712 SOUTH YALE COURT
MORTGAGE AMT: 288,470.00 CITY ARLINGTON HEIGHTS
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 IL 60005
UNPAID BALANCE: 286,564.170 OPTION TO CONVERT : No
MONTHLY P&I: 2,512.89 ANNUAL RATE ADJUST: 0.000
LTV : 67.08600 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007814635 MORTGAGORS: FLORES, HECTOR
FLORES, RACHEL
ADDRESS : 3354 PUNTA DEL ESTE DRIVE
MORTGAGE AMT: 250,000.00 CITY HACIENDA HEIGHTS
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 CA 91745
UNPAID BALANCE: 249,219.800 OPTION TO CONVERT : No
MONTHLY P&I: 2,264.58 ANNUAL RATE ADJUST: 0.000
LTV : 71.42800 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007814783 MORTGAGORS: HORWITZ, STUART
HORWITZ, SHARYN
ADDRESS : 12220 LAKE POTOMAC TERRAC
MORTGAGE AMT: 585,000.00 CITY POTOMAC
:\
STATE/ZIP :\
LIFETIME RATE : 6.37500 MD 20854
UNPAID BALANCE: 583,051.940 OPTION TO CONVERT : No
MONTHLY P&I: 5,055.87 ANNUAL RATE ADJUST: 0.000
LTV : 58.50000 OUTSIDE CONV DATE:
CURRENT INT 6.37500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007814791 MORTGAGORS: RICH, BRYAN
RICH, JUDY
ADDRESS : 217 WHITNEY STREET
MORTGAGE AMT: 400,000.00 CITY NORTHBOROUGH
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 MA 01532
UNPAID BALANCE: 397,468.670 OPTION TO CONVERT : No
MONTHLY P&I: 3,595.31 ANNUAL RATE ADJUST: 0.000
LTV : 33.33300 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007814809 MORTGAGORS: IBANEZ, EDUARDO
IBANEZ, ANGELICA
ADDRESS : 355 HINES COURT
MORTGAGE AMT: 330,000.00 CITY SAN JOSE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 95111
UNPAID BALANCE: 327,888.990 OPTION TO CONVERT : No
MONTHLY P&I: 2,943.12 ANNUAL RATE ADJUST: 0.000
LTV : 76.74400 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007814817 MORTGAGORS: JOHNSON-RUSSO, CAROL
RUSSO, THOMAS
ADDRESS : 4200 BIRDIE COURT
MORTGAGE AMT: 423,500.00 CITY LONGMONT
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 CO 80503
UNPAID BALANCE: 420,702.080 OPTION TO CONVERT : No
MONTHLY P&I: 3,689.14 ANNUAL RATE ADJUST: 0.000
LTV : 71.77900 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007814825 MORTGAGORS: NASSERI, FARHAD
NASSERI, BELGHEIS
ADDRESS : 2946 CHAIN BRIDGE ROAD
MORTGAGE AMT: 450,000.00 CITY WASHINGTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 DC 20016
UNPAID BALANCE: 448,549.150 OPTION TO CONVERT : No
MONTHLY P&I: 3,982.10 ANNUAL RATE ADJUST: 0.000
LTV : 45.87100 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007814833 MORTGAGORS: GROW, CYNTHIA
ADDRESS : 5278 MONTEZUMA ACRES DRIV
MORTGAGE AMT: 327,000.00 CITY CELINA
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 OH 45822
UNPAID BALANCE: 321,761.700 OPTION TO CONVERT : No
MONTHLY P&I: 2,893.65 ANNUAL RATE ADJUST: 0.000
LTV : 69.87100 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007814841 MORTGAGORS: SCHOLL, DAVID
SCHOLL, LUCINDA
ADDRESS : 5246 EAST FANFOL DRIVE
MORTGAGE AMT: 270,000.00 CITY SCOTTSDALE
:\
STATE/ZIP :\
LIFETIME RATE : 6.37500 AZ 85253
UNPAID BALANCE: 268,197.020 OPTION TO CONVERT : No
MONTHLY P&I: 2,333.48 ANNUAL RATE ADJUST: 0.000
LTV : 48.64800 OUTSIDE CONV DATE:
CURRENT INT 6.37500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007814858 MORTGAGORS: LYNN, STEVEN
LYNN, ANNETTE
ADDRESS : 165 RIVER BIRCH LANE
MORTGAGE AMT: 295,300.00 CITY COLUMBIA
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 SC 29206
UNPAID BALANCE: 293,390.490 OPTION TO CONVERT : No
MONTHLY P&I: 2,613.14 ANNUAL RATE ADJUST: 0.000
LTV : 73.82500 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007814866 MORTGAGORS: TRAINA, JEFFREY
TRAINA, KATHY
ADDRESS : 5618 NORTH PROSPECT ROAD
MORTGAGE AMT: 584,500.00 CITY PEONIA
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 IL 61614
UNPAID BALANCE: 580,760.940 OPTION TO CONVERT : No
MONTHLY P&I: 5,212.89 ANNUAL RATE ADJUST: 0.000
LTV : 70.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007814874 MORTGAGORS: SCHWARTZ, DEBORAH
SCHWARTZ, MARC
ADDRESS : 123 CYNTHIA ROAD
MORTGAGE AMT: 310,000.00 CITY NEWTON
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 MA 02459
UNPAID BALANCE: 308,038.220 OPTION TO CONVERT : No
MONTHLY P&I: 2,786.37 ANNUAL RATE ADJUST: 0.000
LTV : 57.94300 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007814882 MORTGAGORS: ROTH, ROBERT
ROTH, LAUREN
ADDRESS : 8425 N RIVER ROAD
MORTGAGE AMT: 350,000.00 CITY RIVER HILLS
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 WI 53217
UNPAID BALANCE: 347,532.830 OPTION TO CONVERT : No
MONTHLY P&I: 3,097.18 ANNUAL RATE ADJUST: 0.000
LTV : 46.35700 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007814890 MORTGAGORS: YAMAGUCHI, GORO
YAMAGUCHI, KANEKO
ADDRESS : 1083 SAUNDERS ROAD
MORTGAGE AMT: 269,400.00 CITY RIVERWOODS
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 IL 60015
UNPAID BALANCE: 267,657.970 OPTION TO CONVERT : No
MONTHLY P&I: 2,383.95 ANNUAL RATE ADJUST: 0.000
LTV : 53.34600 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007814908 MORTGAGORS: HARSNETT, RICHARD
HARSNETT, MONICA
ADDRESS : 5451 NORTH WHITTIER LANE
MORTGAGE AMT: 607,500.00 CITY INDIANAPOLIS
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 IN 46250
UNPAID BALANCE: 602,541.770 OPTION TO CONVERT : No
MONTHLY P&I: 5,375.83 ANNUAL RATE ADJUST: 0.000
LTV : 52.82600 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007814916 MORTGAGORS: JACOBSEN, RONALD
ADDRESS : 1611 N. ORANGE GROVE AVE
MORTGAGE AMT: 585,000.00 CITY LOS ANGELES
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 90046
UNPAID BALANCE: 579,370.500 OPTION TO CONVERT : No
MONTHLY P&I: 5,217.35 ANNUAL RATE ADJUST: 0.000
LTV : 78.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 02/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007814924 MORTGAGORS: D'AMATO, ROBERT
WIGGS, JANEY
ADDRESS : 4 PATRIOTS DRIVE
MORTGAGE AMT: 495,000.00 CITY LEXINGTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 MA 02420
UNPAID BALANCE: 493,386.740 OPTION TO CONVERT : No
MONTHLY P&I: 4,346.07 ANNUAL RATE ADJUST: 0.000
LTV : 53.62900 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007814932 MORTGAGORS: HANCOCK, ROBERT
HANCOCK, ELIZABETH
ADDRESS : 37 SPANISH POINTE DRIVE
MORTGAGE AMT: 650,000.00 CITY HILTON HEAD ISL.
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 SC 29928
UNPAID BALANCE: 645,796.870 OPTION TO CONVERT : No
MONTHLY P&I: 5,751.92 ANNUAL RATE ADJUST: 0.000
LTV : 32.50000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007814940 MORTGAGORS: HOGAN, ARTHUR
FOLEY-HOGAN, EILEEN
ADDRESS : 16 HORNBEAM ROAD
MORTGAGE AMT: 579,000.00 CITY DUXBURY
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 MA 02332
UNPAID BALANCE: 577,112.970 OPTION TO CONVERT : No
MONTHLY P&I: 5,083.59 ANNUAL RATE ADJUST: 0.000
LTV : 61.59500 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007814957 MORTGAGORS: RICHARDS, STEVEN
RICHARDS, CAROL
ADDRESS : 104 COLLINSON DRIVE
MORTGAGE AMT: 282,200.00 CITY CHAPEL HILL
:\
STATE/ZIP :\
LIFETIME RATE : 6.37500 NC 27514
UNPAID BALANCE: 280,315.560 OPTION TO CONVERT : No
MONTHLY P&I: 2,438.91 ANNUAL RATE ADJUST: 0.000
LTV : 64.42900 OUTSIDE CONV DATE:
CURRENT INT 6.37500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007814965 MORTGAGORS: DARBY, JOHN
DARBY, CORINN
ADDRESS : 46 BROAD ARROW TRAIL
MORTGAGE AMT: 284,000.00 CITY YARMOUTH
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 ME 04096
UNPAID BALANCE: 282,143.710 OPTION TO CONVERT : No
MONTHLY P&I: 2,493.51 ANNUAL RATE ADJUST: 0.000
LTV : 68.76500 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007814973 MORTGAGORS: THOMPSON, BRADLEY
THOMPSON, BETTY
ADDRESS : 36 MONAHAN RROAD
MORTGAGE AMT: 296,000.00 CITY ZIONSVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 IN 46077
UNPAID BALANCE: 294,065.270 OPTION TO CONVERT : No
MONTHLY P&I: 2,598.87 ANNUAL RATE ADJUST: 0.000
LTV : 53.81800 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007814981 MORTGAGORS: D'ALMEIDA, ARTHUR
D'ALMEIDA, FRANCES
ADDRESS : 721 N E 77TH STREET
MORTGAGE AMT: 289,750.00 CITY BOCA RATON
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 FL 33487
UNPAID BALANCE: 287,835.730 OPTION TO CONVERT : No
MONTHLY P&I: 2,524.03 ANNUAL RATE ADJUST: 0.000
LTV : 79.99700 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007814999 MORTGAGORS: BECKMAN, STEVEN
BECKMAN, M
ADDRESS : 389 SHOREHAM CIRCLE
MORTGAGE AMT: 303,200.00 CITY CASTLE ROCK
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 CO 80104
UNPAID BALANCE: 302,201.130 OPTION TO CONVERT : No
MONTHLY P&I: 2,641.20 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815004 MORTGAGORS: DYKE, CHARLES
DYKE, NANCY
ADDRESS : 1234 MEYER COURT
MORTGAGE AMT: 650,000.00 CITY MCLAIN
:\
STATE/ZIP :\
LIFETIME RATE : 6.37500 VA 22101
UNPAID BALANCE: 645,659.500 OPTION TO CONVERT : No
MONTHLY P&I: 5,617.63 ANNUAL RATE ADJUST: 0.000
LTV : 52.00000 OUTSIDE CONV DATE:
CURRENT INT 6.37500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815012 MORTGAGORS: KLAUBER, WILLIAM
KLAUBER, BARBARA
ADDRESS : 10000 ORMOND ROAD
MORTGAGE AMT: 471,000.00 CITY POTOMAC
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 MD 20854
UNPAID BALANCE: 467,954.350 OPTION TO CONVERT : No
MONTHLY P&I: 4,167.93 ANNUAL RATE ADJUST: 0.000
LTV : 59.62000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815020 MORTGAGORS: KLOSSNER, DAVID
KLOSSNER, KARLA
ADDRESS : 2316 BOULDER CT
MORTGAGE AMT: 324,000.00 CITY NAPERVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 IL 60565
UNPAID BALANCE: 321,859.440 OPTION TO CONVERT : No
MONTHLY P&I: 2,822.39 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815038 MORTGAGORS: FINEMAN, KENNETH
FINEMAN, ATHANASIA
ADDRESS : 11 WEST ROAD
MORTGAGE AMT: 484,700.00 CITY ROSS
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 CA 94957
UNPAID BALANCE: 481,497.750 OPTION TO CONVERT : No
MONTHLY P&I: 4,222.26 ANNUAL RATE ADJUST: 0.000
LTV : 55.39400 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815046 MORTGAGORS: TASSEY, DAVID
TASSEY, BARBARA
ADDRESS : 23 BRIDGEWOOD #17
MORTGAGE AMT: 510,500.00 CITY IRVINE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 92604
UNPAID BALANCE: 507,198.950 OPTION TO CONVERT : No
MONTHLY P&I: 4,517.46 ANNUAL RATE ADJUST: 0.000
LTV : 68.06600 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815053 MORTGAGORS: NAGEL, BERNARD
NAGEL, LISA
ADDRESS : 422 CENTRAL AVENUE
MORTGAGE AMT: 396,000.00 CITY WILMETTE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 IL 60091
UNPAID BALANCE: 392,735.400 OPTION TO CONVERT : No
MONTHLY P&I: 3,504.24 ANNUAL RATE ADJUST: 0.000
LTV : 62.85700 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815061 MORTGAGORS: HORNAK, PATRICIA
SKVARLA, WILLIAM
ADDRESS : 2534 SWING CORNER POINT I
MORTGAGE AMT: 263,000.00 CITY BETHEL
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 OH 45106
UNPAID BALANCE: 262,142.850 OPTION TO CONVERT : No
MONTHLY P&I: 2,309.13 ANNUAL RATE ADJUST: 0.000
LTV : 74.08400 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815079 MORTGAGORS: HUDSON, WADE
KLEIN-HUDSON, SUSAN
ADDRESS : 5565 SOUTH LAKE GULCH ROA
MORTGAGE AMT: 320,000.00 CITY CASTLE ROCK
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CO 80104
UNPAID BALANCE: 317,930.490 OPTION TO CONVERT : No
MONTHLY P&I: 2,831.71 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815087 MORTGAGORS: SPIGELMYER, SHARRON
SPIGELMYER, DAVID
ADDRESS : 5206 KEOKUK STREET
MORTGAGE AMT: 271,000.00 CITY BETHESDA
:\
STATE/ZIP :\
LIFETIME RATE : 6.37500 MD 20816
UNPAID BALANCE: 269,190.340 OPTION TO CONVERT : No
MONTHLY P&I: 2,342.12 ANNUAL RATE ADJUST: 0.000
LTV : 67.75000 OUTSIDE CONV DATE:
CURRENT INT 6.37500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815103 MORTGAGORS: FARABAUGH, STEPHEN
FARABAUGH, DONNA
ADDRESS : 80 N EDGEWOOD
MORTGAGE AMT: 312,000.00 CITY GROSSE POINTE SHORES
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 MI 48236
UNPAID BALANCE: 310,994.080 OPTION TO CONVERT : No
MONTHLY P&I: 2,760.92 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815111 MORTGAGORS: DAVIDSON, JOHN
ADDRESS : 3372 MIDDLEFIELD ROAD
MORTGAGE AMT: 373,600.00 CITY PALO ALTO
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 94306
UNPAID BALANCE: 371,235.750 OPTION TO CONVERT : No
MONTHLY P&I: 3,358.02 ANNUAL RATE ADJUST: 0.000
LTV : 67.92700 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815129 MORTGAGORS: SMITH, NANCY
ADDRESS : 939 FEDERAL AVENUE EAST
MORTGAGE AMT: 513,000.00 CITY SEATTLE
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 WA 98102
UNPAID BALANCE: 509,788.550 OPTION TO CONVERT : No
MONTHLY P&I: 4,646.91 ANNUAL RATE ADJUST: 0.000
LTV : 55.76000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815137 MORTGAGORS: HURSCHMAN, ALAN
HURSCHMAN, AGNES
ADDRESS : 5901 MARINA BAY COURT
MORTGAGE AMT: 406,800.00 CITY ARLINGTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 TX 76013
UNPAID BALANCE: 403,163.860 OPTION TO CONVERT : No
MONTHLY P&I: 3,599.82 ANNUAL RATE ADJUST: 0.000
LTV : 63.06900 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815145 MORTGAGORS: BALFOUR, BRUCE
BALFOUR, HOLLY
ADDRESS : 950 LAGUNA ROAD
MORTGAGE AMT: 386,500.00 CITY FULLERTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 92835
UNPAID BALANCE: 385,267.300 OPTION TO CONVERT : No
MONTHLY P&I: 3,447.02 ANNUAL RATE ADJUST: 0.000
LTV : 64.41600 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815152 MORTGAGORS: HOY, CURTIS
SUE, KAREN
ADDRESS : 2372 RUTLAND PLACE
MORTGAGE AMT: 290,000.00 CITY THOUSAND OAKS
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 CA 91362
UNPAID BALANCE: 288,104.500 OPTION TO CONVERT : No
MONTHLY P&I: 2,546.18 ANNUAL RATE ADJUST: 0.000
LTV : 69.54400 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815160 MORTGAGORS: LOUIE, DAVID
SOE, DORENE
ADDRESS : 2939 CEDRO LANE
MORTGAGE AMT: 283,000.00 CITY WALNUT CREEK
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 94598
UNPAID BALANCE: 281,209.100 OPTION TO CONVERT : No
MONTHLY P&I: 2,543.68 ANNUAL RATE ADJUST: 0.000
LTV : 64.02700 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815178 MORTGAGORS: PERDUE, DONALD
PERDUE, ROSEMARY
ADDRESS : 7217 MALONE ROAD
MORTGAGE AMT: 293,700.00 CITY FORESTVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 95436
UNPAID BALANCE: 291,799.810 OPTION TO CONVERT : No
MONTHLY P&I: 2,598.98 ANNUAL RATE ADJUST: 0.000
LTV : 65.26600 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815186 MORTGAGORS: DELVECCHIO, JAMES
DELVECCHIO, EILEEN
ADDRESS : 50 WEST FOUNTAIN STREET
MORTGAGE AMT: 309,500.00 CITY MILFORD
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 MA 01757
UNPAID BALANCE: 307,477.040 OPTION TO CONVERT : No
MONTHLY P&I: 2,717.39 ANNUAL RATE ADJUST: 0.000
LTV : 69.86400 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815194 MORTGAGORS: KANEDA, KENZO
KANEDA, SATSUKI
ADDRESS : 2837 SUNNY GLEN ROAD
MORTGAGE AMT: 356,000.00 CITY TORRANCE
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 CA 90505
UNPAID BALANCE: 353,673.110 OPTION TO CONVERT : No
MONTHLY P&I: 3,125.66 ANNUAL RATE ADJUST: 0.000
LTV : 78.07000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815202 MORTGAGORS: WALDA, BRUCE
WALDA, CARLEEN
ADDRESS : 14317 BOURGEOIS WAY
MORTGAGE AMT: 255,000.00 CITY SAN DIEGO
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 CA 92129
UNPAID BALANCE: 253,437.970 OPTION TO CONVERT : No
MONTHLY P&I: 2,345.80 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815228 MORTGAGORS: DAVIS, JIMMY
DAVIS, LUCINDA
ADDRESS : 6015 IRWIN BRIDGE ROAD
MORTGAGE AMT: 328,600.00 CITY PLEASANT PLAINS
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 IL 62677
UNPAID BALANCE: 326,336.650 OPTION TO CONVERT : No
MONTHLY P&I: 2,885.10 ANNUAL RATE ADJUST: 0.000
LTV : 69.61800 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815236 MORTGAGORS: ROGERS, GREGORY
ROGERS, LAURI
ADDRESS : 10821 CHESTER ROAD
MORTGAGE AMT: 303,000.00 CITY CINCINNATI
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 OH 45246
UNPAID BALANCE: 302,033.620 OPTION TO CONVERT : No
MONTHLY P&I: 2,702.32 ANNUAL RATE ADJUST: 0.000
LTV : 76.70800 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815244 MORTGAGORS: URS, WALTER
ADDRESS : 9 PINE MEADOW COURT
MORTGAGE AMT: 580,000.00 CITY EAST BRUNSWICK
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 NJ 08816
UNPAID BALANCE: 578,229.020 OPTION TO CONVERT : No
MONTHLY P&I: 5,335.56 ANNUAL RATE ADJUST: 0.000
LTV : 68.23500 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815251 MORTGAGORS: KWONG, JAMES
KWONG, LINDA
ADDRESS : 2994 ROUNDHILL ROAD
MORTGAGE AMT: 280,500.00 CITY ALAMO
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 94507
UNPAID BALANCE: 279,595.640 OPTION TO CONVERT : No
MONTHLY P&I: 2,482.17 ANNUAL RATE ADJUST: 0.000
LTV : 40.07100 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815285 MORTGAGORS: TUCKER, SID
ADDRESS : 2910 CARRIAGE WAY
MORTGAGE AMT: 151,100.00 CITY WEST LINN
:\
STATE/ZIP :\
LIFETIME RATE : 7.50000 OR 97068
UNPAID BALANCE: 149,940.000 OPTION TO CONVERT : No
MONTHLY P&I: 1,400.72 ANNUAL RATE ADJUST: 0.000
LTV : 60.92700 OUTSIDE CONV DATE:
CURRENT INT 7.50000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815293 MORTGAGORS: KIM, SOON
KIM, YOUNG
ADDRESS : 800 5TH AVENUE
MORTGAGE AMT: 359,000.00 CITY LOS ANGELES
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 CA 90005
UNPAID BALANCE: 356,800.940 OPTION TO CONVERT : No
MONTHLY P&I: 3,302.52 ANNUAL RATE ADJUST: 0.000
LTV : 78.90100 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815301 MORTGAGORS: VIERRA, BRIAN
ADDRESS : 43218 SHEEPHORN ROAD
MORTGAGE AMT: 82,000.00 CITY BIG BEAR LAKE
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 CA 92315
UNPAID BALANCE: 81,746.870 OPTION TO CONVERT : No
MONTHLY P&I: 748.55 ANNUAL RATE ADJUST: 0.000
LTV : 54.66600 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815319 MORTGAGORS: STANSFIELD, BYRON
STANSFIELD, MYRLENE
ADDRESS : 134 MANZANITA DRIVE
MORTGAGE AMT: 298,000.00 CITY SPRINGDALE
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 UT 84767
UNPAID BALANCE: 297,080.090 OPTION TO CONVERT : No
MONTHLY P&I: 2,720.33 ANNUAL RATE ADJUST: 0.000
LTV : 74.50000 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815327 MORTGAGORS: DAWOUDI, NAZAR
AL-DAWOUDI, BLANCA
ADDRESS : 1392 KENALAN DRIVE
MORTGAGE AMT: 128,000.00 CITY SAN DIEGO
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 92154
UNPAID BALANCE: 127,189.980 OPTION TO CONVERT : No
MONTHLY P&I: 1,150.50 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815335 MORTGAGORS: GARNER, AMON
ADDRESS : 7928 NATIONAL SERVICE ROA
MORTGAGE AMT: 63,000.00 CITY GREENSBORO
:\
STATE/ZIP :\
LIFETIME RATE : 7.50000 NC 27409
UNPAID BALANCE: 62,808.740 OPTION TO CONVERT : No
MONTHLY P&I: 584.02 ANNUAL RATE ADJUST: 0.000
LTV : 63.63600 OUTSIDE CONV DATE:
CURRENT INT 7.50000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815343 MORTGAGORS: FERKEY, MICHAEL
FERKET, MELISSA
ADDRESS : 3782 COUNTRY ESTATES DRIV
MORTGAGE AMT: 110,000.00 CITY COTTONWOOD
:\
STATE/ZIP :\
LIFETIME RATE : 7.50000 CA 96022
UNPAID BALANCE: 109,667.010 OPTION TO CONVERT : No
MONTHLY P&I: 1,019.71 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.50000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815350 MORTGAGORS: WINDSOR, MERRILL
WINDSOR, CHERYL
ADDRESS : 1315 KAROCK ROAD
MORTGAGE AMT: 91,000.00 CITY CAMP CONNELL
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 CA 95223
UNPAID BALANCE: 90,719.080 OPTION TO CONVERT : No
MONTHLY P&I: 830.71 ANNUAL RATE ADJUST: 0.000
LTV : 48.92400 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815368 MORTGAGORS: BEYER, ROBERT
BEYER, KERI
ADDRESS : 1134 FIRTH WAY
MORTGAGE AMT: 293,600.00 CITY EL DORADO HILLS
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 CA 95762
UNPAID BALANCE: 292,693.660 OPTION TO CONVERT : No
MONTHLY P&I: 2,680.17 ANNUAL RATE ADJUST: 0.000
LTV : 54.37000 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815376 MORTGAGORS: REYNOSO, JOSE
REYNOSO, ELVIRA
ADDRESS : 950 CLEARVIEW DRIVE
MORTGAGE AMT: 213,000.00 CITY HOLLISTER
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 95023
UNPAID BALANCE: 212,320.660 OPTION TO CONVERT : No
MONTHLY P&I: 1,899.65 ANNUAL RATE ADJUST: 0.000
LTV : 69.83600 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815384 MORTGAGORS: BUZZARD, THOMAS
DOYLE-BUZZARD, RUTH
ADDRESS : 24799 GUADALUPE STREET
MORTGAGE AMT: 340,000.00 CITY CARMEL
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 93923
UNPAID BALANCE: 338,927.310 OPTION TO CONVERT : No
MONTHLY P&I: 3,056.02 ANNUAL RATE ADJUST: 0.000
LTV : 75.55500 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815392 MORTGAGORS: LARES, JESSE
LARES, ROSA
ADDRESS : 3631 SAWTELLE BOULEVARD
MORTGAGE AMT: 210,000.00 CITY LOS ANGELES
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 90066
UNPAID BALANCE: 209,322.940 OPTION TO CONVERT : No
MONTHLY P&I: 1,858.31 ANNUAL RATE ADJUST: 0.000
LTV : 70.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815400 MORTGAGORS: KIM, SANG
KIM, YEN
ADDRESS : 528 WEST LEMON AVENUE
MORTGAGE AMT: 590,000.00 CITY ARCADIA
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 CA 91007
UNPAID BALANCE: 588,178.690 OPTION TO CONVERT : No
MONTHLY P&I: 5,385.89 ANNUAL RATE ADJUST: 0.000
LTV : 69.82200 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815426 MORTGAGORS: JOSEPH, EMIL
JOSEPH, MARY
ADDRESS : 1511 NORTH PACIFIC AVENUE
MORTGAGE AMT: 230,000.00 CITY GLENDALE
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 91202
UNPAID BALANCE: 229,274.360 OPTION TO CONVERT : No
MONTHLY P&I: 2,067.31 ANNUAL RATE ADJUST: 0.000
LTV : 38.33300 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815434 MORTGAGORS: RUDENBERG, GREGG
ADDRESS : 2035 FRANKFORT STREET
MORTGAGE AMT: 300,000.00 CITY SAN DIEGO
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 CA 92110
UNPAID BALANCE: 299,073.910 OPTION TO CONVERT : No
MONTHLY P&I: 2,738.59 ANNUAL RATE ADJUST: 0.000
LTV : 71.42800 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0007815442 MORTGAGORS: JOHNSON, ERIK
JOHNSON, DONNA
ADDRESS : 8015 SAWBACK TRAIL
MORTGAGE AMT: 240,000.00 CITY COLORADO SPRINGS
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 CO 80919
UNPAID BALANCE: 239,267.180 OPTION TO CONVERT : No
MONTHLY P&I: 2,207.82 ANNUAL RATE ADJUST: 0.000
LTV : 57.83100 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0031026016 MORTGAGORS: CHAMBERS, GORDON
CHAMBERS, WILLENE
ADDRESS : 6320 WATERS EDGE LANE
MORTGAGE AMT: 260,000.00 CITY KNOXVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 7.50000 TN 37919
UNPAID BALANCE: 243,653.320 OPTION TO CONVERT : No
MONTHLY P&I: 2,410.23 ANNUAL RATE ADJUST: 0.000
LTV : 59.09000 OUTSIDE CONV DATE:
CURRENT INT 7.50000 MATURITY DATE: 10/01/12
RATE:
02
--------------------------------------------------------------------------------
LN # 0031168156 MORTGAGORS: THUMRONG, DUANGRAT
BANJONGLAK, DUANGRAT
ADDRESS : 2486 TREEHOUSE DRIVE
MORTGAGE AMT: 438,750.00 CITY WOODBRIDGE
:\
STATE/ZIP :\
LIFETIME RATE : 7.50000 VA 22192
UNPAID BALANCE: 387,835.400 OPTION TO CONVERT : No
MONTHLY P&I: 4,067.27 ANNUAL RATE ADJUST: 0.000
LTV : 76.30434 OUTSIDE CONV DATE:
CURRENT INT 7.50000 MATURITY DATE: 01/01/13
RATE:
- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:250
--------------------------------------------------------------------------------
LN # 0031341043 MORTGAGORS: SYKES, RAYMOND
SYKES, JUDY
ADDRESS : 17912 HALLCROFT LANE
MORTGAGE AMT: 276,000.00 CITY HUNTINGTON BEACH
:\
STATE/ZIP :\
LIFETIME RATE : 7.50000 CA 92647
UNPAID BALANCE: 261,263.820 OPTION TO CONVERT : No
MONTHLY P&I: 2,558.56 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.50000 MATURITY DATE: 02/01/13
RATE:
02
--------------------------------------------------------------------------------
LN # 0031397326 MORTGAGORS: COYLE, MONTY
COYLE, LYNN
ADDRESS : 22025 S RIDGE RD
MORTGAGE AMT: 365,000.00 CITY OREGON CITY
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 OR 97045
UNPAID BALANCE: 348,081.180 OPTION TO CONVERT : No
MONTHLY P&I: 3,280.73 ANNUAL RATE ADJUST: 0.000
LTV : 57.93650 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/13
RATE:
02
--------------------------------------------------------------------------------
LN # 0031810807 MORTGAGORS: DAVIS, RICHARD
DAVIS, GEORGINE
ADDRESS : 5 TWIN LAKES DR
MORTGAGE AMT: 545,000.00 CITY MANALAPAN
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 NJ 07726
UNPAID BALANCE: 537,898.880 OPTION TO CONVERT : No
MONTHLY P&I: 4,860.61 ANNUAL RATE ADJUST: 0.000
LTV : 77.85700 OUTSIDE CONV DATE:\ CURRENT INT 6.87500
MATURITY DATE: 01/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0031818909 MORTGAGORS: LIGHT, RICHARD
ADDRESS : 9470 CHESAPEAKE DR
MORTGAGE AMT: 328,000.00 CITY BRENTWOOD
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 TN 37027
UNPAID BALANCE: 318,138.560 OPTION TO CONVERT : No
MONTHLY P&I: 2,902.51 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 08/01/13
RATE:
02
--------------------------------------------------------------------------------
LN # 0031839772 MORTGAGORS: PAVOL, MARK
PAVOL, DIANE
ADDRESS : 1 CAVALIER COURT
MORTGAGE AMT: 262,000.00 CITY EAST AMWELL TOWNSHIP
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 NJ 08551
UNPAID BALANCE: 262,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,318.47 ANNUAL RATE ADJUST: 0.000
LTV : 77.05800 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 05/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0031850977 MORTGAGORS: OLIVES CHAVEZ, MARCIA
HELFMAN, SARAH
ADDRESS : 121 FAWN LANE
MORTGAGE AMT: 261,000.00 CITY HAVERFORD
:\
STATE/ZIP :\
LIFETIME RATE : 6.25000 PA 19041
UNPAID BALANCE: 258,350.740 OPTION TO CONVERT : No
MONTHLY P&I: 2,237.88 ANNUAL RATE ADJUST: 0.000
LTV : 90.00000 OUTSIDE CONV DATE:
CURRENT INT 6.25000 MATURITY DATE: 02/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0031883812 MORTGAGORS: LAGOS, JESUS
LAGOS, BIENVENIDA
ADDRESS : 828 MADISON AVENUE
MORTGAGE AMT: 130,000.00 CITY PATERSON
:\
STATE/ZIP :\
LIFETIME RATE : 7.87500 NJ 07501
UNPAID BALANCE: 128,852.910 OPTION TO CONVERT : No
MONTHLY P&I: 1,232.99 ANNUAL RATE ADJUST: 0.000
LTV : 67.70833 OUTSIDE CONV DATE:
CURRENT INT 7.87500 MATURITY DATE: 02/01/14
RATE:
- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:250
--------------------------------------------------------------------------------
LN # 0031914245 MORTGAGORS: JIMISON, RICHARD
JIMISON, KATHLEEN
JIMISON, KATHERINE
ADDRESS : 246 AVENIDA DE DIAMANTE
MORTGAGE AMT: 297,000.00 CITY ARROYO GRANDE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 93420
UNPAID BALANCE: 296,042.450 OPTION TO CONVERT : No
MONTHLY P&I: 2,628.18 ANNUAL RATE ADJUST: 0.000
LTV : 90.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0031914682 MORTGAGORS: HARMIER, LARRY
HARMIER, JANET
ADDRESS : 2101 EL RANCHO VISTA
MORTGAGE AMT: 292,000.00 CITY FULLERTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 92833
UNPAID BALANCE: 287,987.410 OPTION TO CONVERT : No
MONTHLY P&I: 2,604.21 ANNUAL RATE ADJUST: 0.000
LTV : 84.76000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 01/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0031916380 MORTGAGORS: DAUSMAN, CAROL
ADDRESS : 304 NORTH BERWICK ROAD
MORTGAGE AMT: 37,730.00 CITY SYRACUSE
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 NY 13208
UNPAID BALANCE: 37,730.000 OPTION TO CONVERT : No
MONTHLY P&I: 347.09 ANNUAL RATE ADJUST: 0.000
LTV : 57.16600 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 05/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0031919434 MORTGAGORS: CAHANA, ALBERT
CAHANA, AYALA
ADDRESS : 647 & 643 MONTGOMERY SCHO
MORTGAGE AMT: 500,000.00 CITY WYNNEWOOD
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 PA 19096
UNPAID BALANCE: 500,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 4,529.16 ANNUAL RATE ADJUST: 0.000
LTV : 66.22500 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 05/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0031921125 MORTGAGORS: JUBERT, JOANNE
ADDRESS : 120 RIVERVIEW AVENUE
MORTGAGE AMT: 132,000.00 CITY LITTLE SILVER
:\
STATE/ZIP :\
LIFETIME RATE : 7.50000 NJ 07739
UNPAID BALANCE: 130,390.350 OPTION TO CONVERT : No
MONTHLY P&I: 1,223.66 ANNUAL RATE ADJUST: 0.000
LTV : 71.35100 OUTSIDE CONV DATE:
CURRENT INT 7.50000 MATURITY DATE: 01/01/14
RATE:
- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:250
--------------------------------------------------------------------------------
LN # 0031936669 MORTGAGORS: TAVELARIS, STEVE
ADDRESS : 23 CARRIAGE COURT
MORTGAGE AMT: 94,000.00 CITY PITTSFORD
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 NY 14534
UNPAID BALANCE: 93,478.310 OPTION TO CONVERT : No
MONTHLY P&I: 858.09 ANNUAL RATE ADJUST: 0.000
LTV : 66.66600 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0031939812 MORTGAGORS: DAS, NIRODE
DAS, CYNTHIA
ADDRESS : 840 SHEFFIELD ROAD
MORTGAGE AMT: 326,000.00 CITY SHAVERTOWN
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 PA 18708
UNPAID BALANCE: 323,891.990 OPTION TO CONVERT : No
MONTHLY P&I: 2,884.80 ANNUAL RATE ADJUST: 0.000
LTV : 56.20600 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0031942923 MORTGAGORS: BRUTON, CHARLES
ADDRESS : 146 GLASSBORO LANE
MORTGAGE AMT: 273,000.00 CITY OAK RIDGE
:\
STATE/ZIP :\
LIFETIME RATE : 6.25000 TN 37830
UNPAID BALANCE: 267,414.400 OPTION TO CONVERT : No
MONTHLY P&I: 2,340.76 ANNUAL RATE ADJUST: 0.000
LTV : 85.31200 OUTSIDE CONV DATE:
CURRENT INT 6.25000 MATURITY DATE: 11/01/13
RATE:
02
--------------------------------------------------------------------------------
LN # 0031951965 MORTGAGORS: ASGHAR, SYED
ASGHAR, FATIMA
ADDRESS : 2 PARKWOOD LANE
MORTGAGE AMT: 435,000.00 CITY COLTS NECK
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 NJ 07722
UNPAID BALANCE: 432,276.820 OPTION TO CONVERT : No
MONTHLY P&I: 3,940.37 ANNUAL RATE ADJUST: 0.000
LTV : 41.42800 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0031962608 MORTGAGORS: POTTER, JOHN
POTTER, LORETTA
ADDRESS : 748 CENTER STREET
MORTGAGE AMT: 100,000.00 CITY FORKED RIVER
:\
STATE/ZIP :\
LIFETIME RATE : 7.75000 NJ 08731
UNPAID BALANCE: 99,407.200 OPTION TO CONVERT : No
MONTHLY P&I: 941.28 ANNUAL RATE ADJUST: 0.000
LTV : 69.44400 OUTSIDE CONV DATE:
CURRENT INT 7.75000 MATURITY DATE: 03/01/14
RATE:
- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:250
--------------------------------------------------------------------------------
LN # 0031968274 MORTGAGORS: SHIPPER, ROCHELLE
ADDRESS : 117 EAST 57TH STREET#25C
MORTGAGE AMT: 152,000.00 CITY NEW YORK
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 NY 10022
UNPAID BALANCE: 151,520.450 OPTION TO CONVERT : No
MONTHLY P&I: 1,366.22 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0031973142 MORTGAGORS: BLACKWELL, SAMUEL
WATSON, ARA
ADDRESS : 3805 VINELAND AVENUE
MORTGAGE AMT: 334,000.00 CITY STUDIO CITY
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 CA 91604
UNPAID BALANCE: 331,793.380 OPTION TO CONVERT : No
MONTHLY P&I: 2,909.50 ANNUAL RATE ADJUST: 0.000
LTV : 78.58800 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0031977390 MORTGAGORS: GROSSMAN, MARVIN
GROSSMAN, CAROL
ADDRESS : 134 EAST ATLANTIC BLVD
MORTGAGE AMT: 249,000.00 CITY OCEAN CITY
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 NJ 08226
UNPAID BALANCE: 247,407.130 OPTION TO CONVERT : No
MONTHLY P&I: 2,220.72 ANNUAL RATE ADJUST: 0.000
LTV : 56.84900 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0031987944 MORTGAGORS: PADILLA, LORENZO
PADILLA, ENEIDA
ADDRESS : 2730 NORITE PLACE
MORTGAGE AMT: 270,000.00 CITY OXNARD
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 93030
UNPAID BALANCE: 269,129.490 OPTION TO CONVERT : No
MONTHLY P&I: 2,389.26 ANNUAL RATE ADJUST: 0.000
LTV : 77.14200 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0031989155 MORTGAGORS: WILBUR, SUZANNE
ADDRESS : 5096 JENNIFER DRIVE
MORTGAGE AMT: 53,000.00 CITY NORTH SYRACUSE
:\
STATE/ZIP :\
LIFETIME RATE : 7.75000 NY 13212
UNPAID BALANCE: 52,843.410 OPTION TO CONVERT : No
MONTHLY P&I: 498.88 ANNUAL RATE ADJUST: 0.000
LTV : 56.98900 OUTSIDE CONV DATE:
CURRENT INT 7.75000 MATURITY DATE: 04/01/14
RATE:
- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:250
--------------------------------------------------------------------------------
LN # 0031990161 MORTGAGORS: HENDERSON, JAMES
HENDERSON, CYNTHIA
ADDRESS : 1204 WEST DAVIS STREET
MORTGAGE AMT: 350,000.00 CITY BURLINGTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 NC 27215
UNPAID BALANCE: 347,712.320 OPTION TO CONVERT : No
MONTHLY P&I: 3,072.98 ANNUAL RATE ADJUST: 0.000
LTV : 72.91600 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0031995301 MORTGAGORS: MORAN, MARY
ADDRESS : 24 SALT SPRAY LANE
MORTGAGE AMT: 110,000.00 CITY SOUTH CHATHAM
:\
STATE/ZIP :\
LIFETIME RATE : 7.50000 MA 02659
UNPAID BALANCE: 109,667.790 OPTION TO CONVERT : No
MONTHLY P&I: 1,019.71 ANNUAL RATE ADJUST: 0.000
LTV : 36.66600 OUTSIDE CONV DATE:
CURRENT INT 7.50000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0031995632 MORTGAGORS: CONSTANTINO, EDWIN
CONSTANTINO, JACQUELINE
ADDRESS : 6 FAIRWAY DRIVE
MORTGAGE AMT: 353,000.00 CITY GREENBROOK
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 NJ 08812
UNPAID BALANCE: 353,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,172.87 ANNUAL RATE ADJUST: 0.000
LTV : 54.72800 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 05/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0031997604 MORTGAGORS: RUMBLE, MICHAEL
RUMBLE, JACKIE
RUMBLE, JACKIE
ADDRESS : DAVIS & EASLEY RD
MORTGAGE AMT: 347,000.00 CITY OLD FORT
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 TN 37362
UNPAID BALANCE: 345,881.240 OPTION TO CONVERT : No
MONTHLY P&I: 3,070.64 ANNUAL RATE ADJUST: 0.000
LTV : 88.97400 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032000549 MORTGAGORS: HURLEY, JOHN
HURLEY, ELLEN
ADDRESS : 316 ST. DAVIDS ROAD
MORTGAGE AMT: 425,000.00 CITY SAINT DAVIDS
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 PA 19087
UNPAID BALANCE: 423,629.760 OPTION TO CONVERT : No
MONTHLY P&I: 3,760.87 ANNUAL RATE ADJUST: 0.000
LTV : 70.83300 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032001638 MORTGAGORS: ERWIN, WILLIAM
ERWIN, CAROL
ADDRESS : 1103 HAVRE LAFITTE DRIVE
MORTGAGE AMT: 481,100.00 CITY AUSTIN
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 TX 78705
UNPAID BALANCE: 478,120.740 OPTION TO CONVERT : No
MONTHLY P&I: 4,391.79 ANNUAL RATE ADJUST: 0.000
LTV : 79.14300 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032006033 MORTGAGORS: ROSE, GARY
ROSE, MARCIA
ADDRESS : 1000 ISLAND BLVD.#2006 &
MORTGAGE AMT: 435,000.00 CITY WILLIAMS ISLAND
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 FL 33160
UNPAID BALANCE: 432,276.840 OPTION TO CONVERT : No
MONTHLY P&I: 3,940.36 ANNUAL RATE ADJUST: 0.000
LTV : 60.00000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032009177 MORTGAGORS: TAYLOR, DAVID
TAYLOR, RUTH
ADDRESS : 2183 PASEO DEL MAR
MORTGAGE AMT: 355,000.00 CITY SAN PEDRO
:\
STATE/ZIP :\
LIFETIME RATE : 6.37500 CA 90732
UNPAID BALANCE: 353,817.850 OPTION TO CONVERT : No
MONTHLY P&I: 3,068.09 ANNUAL RATE ADJUST: 0.000
LTV : 77.17300 OUTSIDE CONV DATE:
CURRENT INT 6.37500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032009631 MORTGAGORS: HERMAN, JOSEPH
ADDRESS : 111 S. HIBISCUS DRIVE
MORTGAGE AMT: 500,000.00 CITY MIAMI BEACH
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 FL 33139
UNPAID BALANCE: 498,405.310 OPTION TO CONVERT : No
MONTHLY P&I: 4,459.27 ANNUAL RATE ADJUST: 0.000
LTV : 71.94200 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032012189 MORTGAGORS: ST. GEORGE, CRAIG
ADDRESS : 1628 SIXTH STREET
MORTGAGE AMT: 33,000.00 CITY TRENTON
:\
STATE/ZIP :\
LIFETIME RATE : 8.37500 NJ 08638
UNPAID BALANCE: 32,907.760 OPTION TO CONVERT : No
MONTHLY P&I: 322.55 ANNUAL RATE ADJUST: 0.000
LTV : 66.00000 OUTSIDE CONV DATE:
CURRENT INT 8.37500 MATURITY DATE: 04/01/14
RATE:
- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:250
--------------------------------------------------------------------------------
LN # 0032012197 MORTGAGORS: RAABE, DANIEL
RAABE, SUSAN
ADDRESS : 158 MCNIEL COVE
MORTGAGE AMT: 505,000.00 CITY CHARLOTTE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 VT 05445
UNPAID BALANCE: 503,371.840 OPTION TO CONVERT : No
MONTHLY P&I: 4,468.79 ANNUAL RATE ADJUST: 0.000
LTV : 63.12500 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032014250 MORTGAGORS: BEATTIE, TED
BEATTIE, PENELOPE
ADDRESS : 615 W. DEMING #501
MORTGAGE AMT: 350,000.00 CITY CHICAGO
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 IL 60614
UNPAID BALANCE: 350,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,145.90 ANNUAL RATE ADJUST: 0.000
LTV : 74.77900 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 05/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032015596 MORTGAGORS: SHEU, JA-PUNG
SHEU, CHIEH
ADDRESS : 9 BRIDALWOOD COURT
MORTGAGE AMT: 290,400.00 CITY BERNARDS TOWNSHIP
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 NJ 07920
UNPAID BALANCE: 290,400.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,589.95 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 05/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032016099 MORTGAGORS: LEVIN, MARVIN
LEVIN, NANCY
ADDRESS : 1541 ASBURY AVENUE
MORTGAGE AMT: 342,000.00 CITY WINNETKA
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 IL 60093
UNPAID BALANCE: 342,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,050.15 ANNUAL RATE ADJUST: 0.000
LTV : 63.80500 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 05/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032017162 MORTGAGORS: MASON, DANNY
MASON, JUDY
ADDRESS : 314 MARSON TRIGG ROAD
MORTGAGE AMT: 440,000.00 CITY SEMINARY
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 MS 39479
UNPAID BALANCE: 438,550.460 OPTION TO CONVERT : No
MONTHLY P&I: 3,832.87 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032019697 MORTGAGORS: OLD, RANDOLPH
OLD, JOSEPHINE
ADDRESS : 103 ASKEWTON ROAD
MORTGAGE AMT: 312,000.00 CITY SEVERNA PARK
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 MD 21146
UNPAID BALANCE: 310,972.140 OPTION TO CONVERT : No
MONTHLY P&I: 2,717.86 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032021354 MORTGAGORS: HERNANDEZ, MARIO
HERNANDEZ, ADA
ADDRESS : 2340 BAYVIEW LANE
MORTGAGE AMT: 274,000.00 CITY N. MIAMI BEACH
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 FL 33181
UNPAID BALANCE: 272,406.040 OPTION TO CONVERT : No
MONTHLY P&I: 3,163.75 ANNUAL RATE ADJUST: 0.000
LTV : 66.82900 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/09
RATE:
02
--------------------------------------------------------------------------------
LN # 0032023038 MORTGAGORS: DUKE, CULLEN
DUKE, ANDREA
ADDRESS : 1712 HEIGHTS BOULEVARD
MORTGAGE AMT: 325,000.00 CITY HOUSTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 TX 77008
UNPAID BALANCE: 323,963.450 OPTION TO CONVERT : No
MONTHLY P&I: 2,898.53 ANNUAL RATE ADJUST: 0.000
LTV : 61.32000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032024598 MORTGAGORS: GAMERO, FRANKLIN
DE GAMERO, ILIANA
ADDRESS : 5205 ALTON ROAD
MORTGAGE AMT: 315,000.00 CITY MIAMI BEACH
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 FL 33140
UNPAID BALANCE: 311,968.730 OPTION TO CONVERT : No
MONTHLY P&I: 2,809.34 ANNUAL RATE ADJUST: 0.000
LTV : 70.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 02/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032025298 MORTGAGORS: WILLIS, CALVIN
WILLIS, GLADYS
ADDRESS : 2671 PREAKNESS WAY
MORTGAGE AMT: 301,600.00 CITY NORCO,
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 CA 91760
UNPAID BALANCE: 300,606.410 OPTION TO CONVERT : No
MONTHLY P&I: 2,627.26 ANNUAL RATE ADJUST: 0.000
LTV : 79.99600 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032026908 MORTGAGORS: HERSHKOVICH, ITSHAK
ADDRESS : 2302 GREENSIDE COURT
MORTGAGE AMT: 476,000.00 CITY PONTE VEDRA BEACH
:\
STATE/ZIP :\
LIFETIME RATE : 6.00000 FL 32082
UNPAID BALANCE: 474,363.240 OPTION TO CONVERT : No
MONTHLY P&I: 4,016.76 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.00000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032027302 MORTGAGORS: CRIGLER, SAMUEL
CRIGLER, GAIL
ADDRESS : 5684 OAK LAKE TRAIL
MORTGAGE AMT: 269,100.00 CITY OVIEDO, COUNTY OF SE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 FL 32765
UNPAID BALANCE: 267,378.560 OPTION TO CONVERT : No
MONTHLY P&I: 2,399.98 ANNUAL RATE ADJUST: 0.000
LTV : 79.70900 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032027849 MORTGAGORS: FRANCIS, LOLA
ADDRESS : 20460 NW 44TH AVE
MORTGAGE AMT: 63,000.00 CITY MIAMI
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 FL 33055
UNPAID BALANCE: 62,704.360 OPTION TO CONVERT : No
MONTHLY P&I: 566.26 ANNUAL RATE ADJUST: 0.000
LTV : 64.28500 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:250
--------------------------------------------------------------------------------
LN # 0032029787 MORTGAGORS: RUSSO, CARL
RUSSO, CAROL
ADDRESS : 31505 DEER RUN LANE
MORTGAGE AMT: 412,500.00 CITY WESTLAKE
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 OH 44145
UNPAID BALANCE: 411,198.580 OPTION TO CONVERT : No
MONTHLY P&I: 3,707.67 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032029910 MORTGAGORS: DAVERSA, JOE
DAVERSA, JUDY
ADDRESS : 13705 S.W. 73 CT.
MORTGAGE AMT: 54,000.00 CITY MIAMI
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 FL 33158
UNPAID BALANCE: 53,685.870 OPTION TO CONVERT : No
MONTHLY P&I: 623.51 ANNUAL RATE ADJUST: 0.000
LTV : 17.70400 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/09
RATE:
02
--------------------------------------------------------------------------------
LN # 0032031940 MORTGAGORS: LINCOLN, ROBERT
ADDRESS : 21 CLAPP ROAD
MORTGAGE AMT: 90,000.00 CITY HANOVER
:\
STATE/ZIP :\
LIFETIME RATE : 7.50000 MA 02339
UNPAID BALANCE: 90,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 834.31 ANNUAL RATE ADJUST: 0.000
LTV : 56.25000 OUTSIDE CONV DATE:
CURRENT INT 7.50000 MATURITY DATE: 05/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032032914 MORTGAGORS: DULLE, MARK
DULLE, PEGGY
ADDRESS : 25688 SECRET MEADOW COURT
MORTGAGE AMT: 390,250.00 CITY CASTRO VALLEY
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 CA 94552
UNPAID BALANCE: 388,978.130 OPTION TO CONVERT : No
MONTHLY P&I: 3,426.38 ANNUAL RATE ADJUST: 0.000
LTV : 79.99300 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032037244 MORTGAGORS: NORES, DONALD
NORES, JOYCE
ADDRESS : 38846 WATERVIEW DRIVE
MORTGAGE AMT: 330,000.00 CITY BIG BEAR LAKE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 92315
UNPAID BALANCE: 328,936.040 OPTION TO CONVERT : No
MONTHLY P&I: 2,920.21 ANNUAL RATE ADJUST: 0.000
LTV : 42.58000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032037897 MORTGAGORS: KOCH, GERALD
KOCH, SANDRA
ADDRESS : 5654 TAPPAN DR
MORTGAGE AMT: 111,000.00 CITY RENO
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 NV 89523
UNPAID BALANCE: 110,657.350 OPTION TO CONVERT : No
MONTHLY P&I: 1,013.28 ANNUAL RATE ADJUST: 0.000
LTV : 57.35600 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 04/01/14
RATE:
- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:250
--------------------------------------------------------------------------------
LN # 0032038317 MORTGAGORS: CASEY, JAMES
CASEY, ROBIN
ADDRESS : 1120 OLD COUNTY ROAD
MORTGAGE AMT: 381,000.00 CITY SEVERNA PARK
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 MD 21146
UNPAID BALANCE: 379,771.620 OPTION TO CONVERT : No
MONTHLY P&I: 3,371.51 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032039463 MORTGAGORS: DENNIS, RUSSELL
DENNIS, MARGUERITE
ADDRESS : 2 OLD TOWN ROAD
MORTGAGE AMT: 600,000.00 CITY WELLESLEY
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 MA 02481
UNPAID BALANCE: 600,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 5,226.64 ANNUAL RATE ADJUST: 0.000
LTV : 63.15700 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 05/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032039497 MORTGAGORS: DENNIS, RUSSELL
DENNIS, MARGUERITE
ADDRESS : 540 OLD POST ROAD
MORTGAGE AMT: 373,000.00 CITY COTUIT
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 MA 02635
UNPAID BALANCE: 373,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,249.23 ANNUAL RATE ADJUST: 0.000
LTV : 53.28500 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 05/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032042624 MORTGAGORS: SGHIATTI, VINCENT
ADDRESS : 400 LOMBARD AVENUE,
MORTGAGE AMT: 650,000.00 CITY PACIFIC PALISADES AR
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 90272
UNPAID BALANCE: 647,904.330 OPTION TO CONVERT : No
MONTHLY P&I: 5,751.92 ANNUAL RATE ADJUST: 0.000
LTV : 61.90400 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032044190 MORTGAGORS: SESSLER, BRUCE
SESSLER, PAMELA
ADDRESS : 18 GREENWICH ROAD
MORTGAGE AMT: 485,000.00 CITY WINDHAM
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 NH 03087
UNPAID BALANCE: 485,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 4,427.39 ANNUAL RATE ADJUST: 0.000
LTV : 76.98400 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 05/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032044943 MORTGAGORS: STEEN, RAYMOND
STEEN, PATRICIA
STEEN, PATRICIA
ADDRESS : 8935 RIDERWOOD DRIVE
MORTGAGE AMT: 175,000.00 CITY SUNLAND
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 CA 91040
UNPAID BALANCE: 174,465.650 OPTION TO CONVERT : No
MONTHLY P&I: 1,609.87 ANNUAL RATE ADJUST: 0.000
LTV : 77.77700 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 04/01/14
RATE:
- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:250
--------------------------------------------------------------------------------
LN # 0032047995 MORTGAGORS: ABTS, HENRY
ABTS, BONNIE
ADDRESS : 680 TUMBLEWEED CIRCLE
MORTGAGE AMT: 335,000.00 CITY INCLINE VILLAGE
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 NV 89451
UNPAID BALANCE: 335,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,034.54 ANNUAL RATE ADJUST: 0.000
LTV : 77.90600 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 05/01/14
RATE:
- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:250
--------------------------------------------------------------------------------
LN # 0032048183 MORTGAGORS: COHN, VANESSA
COHN, RONALD
ADDRESS : 2903 WALLCRAFT AVENUE
MORTGAGE AMT: 344,000.00 CITY TAMPA
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 FL 33611
UNPAID BALANCE: 335,044.800 OPTION TO CONVERT : No
MONTHLY P&I: 3,067.98 ANNUAL RATE ADJUST: 0.000
LTV : 76.44400 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 09/01/13
RATE:
02
--------------------------------------------------------------------------------
LN # 0032050015 MORTGAGORS: LOUIE, FRANKLIN
LOUIE, JEAN
ADDRESS : 703 HILLCREST TERRACE
MORTGAGE AMT: 425,000.00 CITY FREMONT,
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 94539
UNPAID BALANCE: 422,281.250 OPTION TO CONVERT : No
MONTHLY P&I: 3,790.39 ANNUAL RATE ADJUST: 0.000
LTV : 35.12300 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032050031 MORTGAGORS: KATCHEN, CRAIG
ADDRESS : 624 VIA LINDA COURT
MORTGAGE AMT: 100,000.00 CITY LAS VEGAS
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 NV 89134
UNPAID BALANCE: 99,681.060 OPTION TO CONVERT : No
MONTHLY P&I: 891.86 ANNUAL RATE ADJUST: 0.000
LTV : 24.39000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032051096 MORTGAGORS: LAZAROF, SARGON
ADDRESS : 21237 MULHOLLAND DRIVE
MORTGAGE AMT: 320,000.00 CITY WOODLAND HILLS AREA
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 91364
UNPAID BALANCE: 318,990.420 OPTION TO CONVERT : No
MONTHLY P&I: 2,876.25 ANNUAL RATE ADJUST: 0.000
LTV : 49.23100 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032052383 MORTGAGORS: HARDY, JAMES
HARDY, DIANE
HARDY, DIANE
ADDRESS : 810 MARINA POINTE COURT
MORTGAGE AMT: 380,000.00 CITY SENECA
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 SC 29672
UNPAID BALANCE: 378,761.540 OPTION TO CONVERT : No
MONTHLY P&I: 3,336.38 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032053175 MORTGAGORS: COLLINS, KEVIN
COLLINS, SHERIE
COLLINS, CHERIE
ADDRESS : 2015 18TH AVE. NW
MORTGAGE AMT: 299,250.00 CITY MINOT
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 ND 58702
UNPAID BALANCE: 298,295.580 OPTION TO CONVERT : No
MONTHLY P&I: 2,668.87 ANNUAL RATE ADJUST: 0.000
LTV : 95.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032053472 MORTGAGORS: PUETZ, JOHN
PUETZ, NANCI
ADDRESS : 20 CANADAY COURT
MORTGAGE AMT: 273,000.00 CITY MONTGOMERY TOWNSHIP
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 NJ 08502
UNPAID BALANCE: 272,110.270 OPTION TO CONVERT : No
MONTHLY P&I: 2,396.92 ANNUAL RATE ADJUST: 0.000
LTV : 63.48800 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032054728 MORTGAGORS: CHANDLER, GEORGE
CHANDLER, PATRICIA
ADDRESS : 670 MEZNER WAY #302
MORTGAGE AMT: 300,000.00 CITY NAPLES
:\
STATE/ZIP :\
LIFETIME RATE : 8.50000 FL 34108
UNPAID BALANCE: 200,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,954.22 ANNUAL RATE ADJUST: 0.000
LTV : 67.41500 OUTSIDE CONV DATE:
CURRENT INT 8.50000 MATURITY DATE: 05/01/14
RATE:
- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:250
--------------------------------------------------------------------------------
LN # 0032055675 MORTGAGORS: ESTEBAN, LOPE
ESTEBAN, ELENITA
ADDRESS : 2251 NASSAU DRIVE
MORTGAGE AMT: 270,000.00 CITY OXNARD
:\
STATE/ZIP :\
LIFETIME RATE : 6.37500 CA 93030
UNPAID BALANCE: 268,197.020 OPTION TO CONVERT : No
MONTHLY P&I: 2,333.48 ANNUAL RATE ADJUST: 0.000
LTV : 90.00000 OUTSIDE CONV DATE:
CURRENT INT 6.37500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032059487 MORTGAGORS: STEIN, PHILIP
STEIN, SANDRA
ADDRESS : 3 HARBOURTON RIDGE ROAD
MORTGAGE AMT: 307,500.00 CITY PENNINGTON
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 NJ 08534
UNPAID BALANCE: 307,500.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,763.90 ANNUAL RATE ADJUST: 0.000
LTV : 71.51100 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 05/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032060204 MORTGAGORS: ORESTIS, JOHN
SHAW, SANDRA
ADDRESS : 253 PRINCESS POINT RD
MORTGAGE AMT: 357,000.00 CITY YARMOUTH
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 ME 04096
UNPAID BALANCE: 355,885.870 OPTION TO CONVERT : No
MONTHLY P&I: 3,233.82 ANNUAL RATE ADJUST: 0.000
LTV : 60.00000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032060352 MORTGAGORS: MATHEW, TESSY
ADDRESS : 5496 MILLBROOK WAY
MORTGAGE AMT: 343,000.00 CITY PALM HARBOR
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 FL 34685
UNPAID BALANCE: 341,917.850 OPTION TO CONVERT : No
MONTHLY P&I: 3,082.98 ANNUAL RATE ADJUST: 0.000
LTV : 70.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032061350 MORTGAGORS: BROWNSTEIN, NEILL
BROWSTEIN, JEAN
HAMILTON, JEAN
ADDRESS : 591 STANFORD AVENUE
MORTGAGE AMT: 336,700.00 CITY PALO ALTO
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 CA 94306
UNPAID BALANCE: 336,700.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,956.21 ANNUAL RATE ADJUST: 0.000
LTV : 47.75800 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 05/01/14
RATE:
- ----------PRODUCT CODE:002
--------------------------------------------------------------------------------
LN # 0032061376 MORTGAGORS: MINNS, JOHN
MINNS, SHARMON
ADDRESS : 1301 SEA CREST
MORTGAGE AMT: 300,000.00 CITY HILTON HEAD ISLAND
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 SC 29928
UNPAID BALANCE: 299,032.770 OPTION TO CONVERT : No
MONTHLY P&I: 2,654.73 ANNUAL RATE ADJUST: 0.000
LTV : 60.60600 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032061954 MORTGAGORS: RUSH, ATWOOD
RUSH, ANGELA
ADDRESS : 2621 WINCHESTER ROAD
MORTGAGE AMT: 292,000.00 CITY MONTGOMERY
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 AL 36106
UNPAID BALANCE: 289,129.240 OPTION TO CONVERT : No
MONTHLY P&I: 2,563.74 ANNUAL RATE ADJUST: 0.000
LTV : 51.68100 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 02/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032063992 MORTGAGORS: STEAD, MICHAEL
STEAD, LISA
ADDRESS : 36 HURLEY AVENUE
MORTGAGE AMT: 304,000.00 CITY WYCKOFF
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 NJ 07481
UNPAID BALANCE: 304,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,775.11 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 05/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032064107 MORTGAGORS: DEROY, CRAIG
DEROY, LOREN
ADDRESS : 25 CABALLEROS ROAD
MORTGAGE AMT: 922,000.00 CITY ROLLING HILLS
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 CA 90274
UNPAID BALANCE: 906,647.360 OPTION TO CONVERT : No
MONTHLY P&I: 8,031.61 ANNUAL RATE ADJUST: 0.000
LTV : 63.58620 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 12/01/13
RATE:
15
--------------------------------------------------------------------------------
LN # 0032065393 MORTGAGORS: BHATIA, SUNIL
BHATIA, MADHU
BHATIA, MADHU
ADDRESS : 1010 TOWSLEY LN.
MORTGAGE AMT: 531,000.00 CITY ANN ARBOR
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MI 48105
UNPAID BALANCE: 531,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 4,735.75 ANNUAL RATE ADJUST: 0.000
LTV : 44.25000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 05/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032066276 MORTGAGORS: CHUN, DAVID
DELEON-CHUN, CATHERINE
ADDRESS : 400 WALLIS STREET
MORTGAGE AMT: 384,000.00 CITY PASADENA
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 91106
UNPAID BALANCE: 382,788.500 OPTION TO CONVERT : No
MONTHLY P&I: 3,451.50 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032066383 MORTGAGORS: BONOMO, THOMAS
BONOMO, BONNIE
ADDRESS : 47 DICKENSON ROAD
MORTGAGE AMT: 220,000.00 CITY MARLBOROUGH
:\
STATE/ZIP :\
LIFETIME RATE : 7.50000 CT 06447
UNPAID BALANCE: 219,335.570 OPTION TO CONVERT : No
MONTHLY P&I: 2,039.43 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.50000 MATURITY DATE: 04/01/14
RATE:
- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:250
--------------------------------------------------------------------------------
LN # 0032066961 MORTGAGORS: MCCONNELL, JAMES
MCCONNELL, MAUDRENE
ADDRESS : 970 FAIRWAY BOULEVARD
MORTGAGE AMT: 440,000.00 CITY INCLINE VILLAGE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 NV 89451
UNPAID BALANCE: 437,154.800 OPTION TO CONVERT : No
MONTHLY P&I: 3,893.61 ANNUAL RATE ADJUST: 0.000
LTV : 58.66600 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032066995 MORTGAGORS: LANDAICHE, RANDALL
LANDAICHE, SUSAN
ADDRESS : 919 COEUR D'ALENE WAY
MORTGAGE AMT: 256,000.00 CITY SUNNYVALE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 94087
UNPAID BALANCE: 254,362.360 OPTION TO CONVERT : No
MONTHLY P&I: 2,283.15 ANNUAL RATE ADJUST: 0.000
LTV : 56.88800 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032067027 MORTGAGORS: GAGE, ERIC
ADDRESS : 23370 ROCKRIDGE COURT
MORTGAGE AMT: 342,300.00 CITY PRIOR LAKE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 MN 55372
UNPAID BALANCE: 340,086.570 OPTION TO CONVERT : No
MONTHLY P&I: 3,029.05 ANNUAL RATE ADJUST: 0.000
LTV : 88.22100 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032067035 MORTGAGORS: GIOVANETTI, ANTHONY
GIOVANETTI, MITZI
ADDRESS : 5510 BOULDER CANYON
MORTGAGE AMT: 275,000.00 CITY CASTRO VALLEY
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 CA 94552
UNPAID BALANCE: 273,202.530 OPTION TO CONVERT : No
MONTHLY P&I: 2,414.49 ANNUAL RATE ADJUST: 0.000
LTV : 68.75000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032067043 MORTGAGORS: LEE, CHUAN
ADDRESS : 3409 MONTREAL DRIVE
MORTGAGE AMT: 74,000.00 CITY PLANO
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 TX 75023
UNPAID BALANCE: 73,531.690 OPTION TO CONVERT : No
MONTHLY P&I: 665.14 ANNUAL RATE ADJUST: 0.000
LTV : 69.81100 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032067068 MORTGAGORS: QURESHI, ASIF
QURESHI, VICAR
ADDRESS : 5121 RUE VENDOME
MORTGAGE AMT: 490,000.00 CITY LUTZ
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 FL 33549
UNPAID BALANCE: 486,865.450 OPTION TO CONVERT : No
MONTHLY P&I: 4,370.09 ANNUAL RATE ADJUST: 0.000
LTV : 83.05000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032067969 MORTGAGORS: ZOMERFELD, RAYMOND
ZOMERFELD, JOSIE
ADDRESS : 7700 SW 109 STREET
MORTGAGE AMT: 272,000.00 CITY MIAMI
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 FL 33156
UNPAID BALANCE: 269,310.530 OPTION TO CONVERT : No
MONTHLY P&I: 2,444.81 ANNUAL RATE ADJUST: 0.000
LTV : 62.52800 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 02/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032068744 MORTGAGORS: RAJPURA, BHUPENDRA
ADDRESS : 5113 WALNUT PARK DRIVE
MORTGAGE AMT: 298,250.00 CITY BRENTWOOD
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 TN 37027
UNPAID BALANCE: 297,267.440 OPTION TO CONVERT : No
MONTHLY P&I: 2,598.08 ANNUAL RATE ADJUST: 0.000
LTV : 67.78400 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032069171 MORTGAGORS: AGHAIE, MORTEZA
KAMALIAN, FARANAK
ADDRESS : 8 SALVO
MORTGAGE AMT: 296,000.00 CITY IRVINE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 92606
UNPAID BALANCE: 295,055.940 OPTION TO CONVERT : No
MONTHLY P&I: 2,639.89 ANNUAL RATE ADJUST: 0.000
LTV : 53.81800 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032070567 MORTGAGORS: KRUSE, DANIEL
KRUSE, TAMMY
ADDRESS : 36 WOODLAND LANE
MORTGAGE AMT: 610,000.00 CITY ARCADIA
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 CA 91006
UNPAID BALANCE: 606,181.310 OPTION TO CONVERT : No
MONTHLY P&I: 5,525.57 ANNUAL RATE ADJUST: 0.000
LTV : 71.51200 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032075129 MORTGAGORS: YOO, CHEON-HYEON
KIM, JUNG-SUN
ADDRESS : 11506 BROAD GREEN DRIVE
MORTGAGE AMT: 450,000.00 CITY POTOMAC
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MD 20854
UNPAID BALANCE: 448,564.780 OPTION TO CONVERT : No
MONTHLY P&I: 4,013.35 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032075368 MORTGAGORS: PROVENZANO, PHILLIP
PROVENZANO, CARLA
ADDRESS : 26 GEIGER LANE
MORTGAGE AMT: 511,000.00 CITY WARREN
:\
STATE/ZIP :\
LIFETIME RATE : 8.25000 NJ 07059
UNPAID BALANCE: 511,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 4,957.42 ANNUAL RATE ADJUST: 0.000
LTV : 83.77000 OUTSIDE CONV DATE:
CURRENT INT 8.25000 MATURITY DATE: 05/01/14
RATE:
- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:250
--------------------------------------------------------------------------------
LN # 0032077828 MORTGAGORS: IMMEL, DAVID
ADDRESS : 508 EAST ALAMAR AVENUE
MORTGAGE AMT: 297,000.00 CITY SANTA BARBARA
:\
STATE/ZIP :\
LIFETIME RATE : 6.25000 CA 93105
UNPAID BALANCE: 296,000.320 OPTION TO CONVERT : No
MONTHLY P&I: 2,546.55 ANNUAL RATE ADJUST: 0.000
LTV : 63.73390 OUTSIDE CONV DATE:
CURRENT INT 6.25000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032078115 MORTGAGORS: MALIK, ASIF
ADDRESS : 235 SEATON ROAD #26A
MORTGAGE AMT: 50,000.00 CITY STAMFORD
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 CT 06902
UNPAID BALANCE: 50,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 435.56 ANNUAL RATE ADJUST: 0.000
LTV : 60.24000 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 05/01/14
RATE:
- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:250
--------------------------------------------------------------------------------
LN # 0032079386 MORTGAGORS: WEINBERG, VAN
WEINBERG, CAROLYN
ADDRESS : 1522 MASSEY MANOR
MORTGAGE AMT: 344,000.00 CITY MEMPHIS
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 TN 38120
UNPAID BALANCE: 341,775.580 OPTION TO CONVERT : No
MONTHLY P&I: 3,044.09 ANNUAL RATE ADJUST: 0.000
LTV : 62.54500 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032080731 MORTGAGORS: PARACHA, MUNAWAR
PARACHA, SAMINA
ADDRESS : 641 SHADOW MOUNTAIN
MORTGAGE AMT: 345,600.00 CITY KINGMAN
:\
STATE/ZIP :\
LIFETIME RATE : 6.25000 AZ 86401
UNPAID BALANCE: 343,267.430 OPTION TO CONVERT : No
MONTHLY P&I: 2,963.25 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.25000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032080756 MORTGAGORS: GOLD, DAVID
GOLD, KATHERINE
ADDRESS : 2907 SW PERIANDER STREET
MORTGAGE AMT: 448,000.00 CITY PORTLAND
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 OR 97201
UNPAID BALANCE: 445,134.130 OPTION TO CONVERT : No
MONTHLY P&I: 3,995.51 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032080772 MORTGAGORS: CANAVAN, JAMES
CANAVAN, RUTH
ADDRESS : 6015 EAST YUCCA STREET
MORTGAGE AMT: 343,000.00 CITY SCOTTSDALE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 AZ 85254
UNPAID BALANCE: 340,805.830 OPTION TO CONVERT : No
MONTHLY P&I: 3,059.06 ANNUAL RATE ADJUST: 0.000
LTV : 54.88000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032080780 MORTGAGORS: MAZIARZ, RICHARD
RETONDO, MARGARET
ADDRESS : 415 NE LAURELHURST PLACE
MORTGAGE AMT: 325,000.00 CITY PORTLAND
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 OR 97232
UNPAID BALANCE: 322,898.440 OPTION TO CONVERT : No
MONTHLY P&I: 2,875.96 ANNUAL RATE ADJUST: 0.000
LTV : 61.90400 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032080798 MORTGAGORS: MAJLESSI, HESHMATOLAH
MAJLESSI, FERESHTEH
ADDRESS : 10846 NANTUCKET TERR
MORTGAGE AMT: 450,000.00 CITY POTOMAC
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MD 20854
UNPAID BALANCE: 448,564.780 OPTION TO CONVERT : No
MONTHLY P&I: 4,013.35 ANNUAL RATE ADJUST: 0.000
LTV : 60.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032080806 MORTGAGORS: LEVIN, KENNETH
LEVIN, CHRISTINE
ADDRESS : 314 COUNTRYVIEW DRIVE
MORTGAGE AMT: 412,000.00 CITY BRYN MAWR
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 PA 19010
UNPAID BALANCE: 409,406.510 OPTION TO CONVERT : No
MONTHLY P&I: 3,732.02 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032080913 MORTGAGORS: HIZON, JOSE
HIZON, NORA
ADDRESS : 8066 HOLLYWOOD WAY
MORTGAGE AMT: 250,500.00 CITY LOS ANGELES
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 91352
UNPAID BALANCE: 249,692.360 OPTION TO CONVERT : No
MONTHLY P&I: 2,216.70 ANNUAL RATE ADJUST: 0.000
LTV : 77.07600 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032081697 MORTGAGORS: MILLER, DOUGLAS
MILLER, MARY
ADDRESS : 14725 119TH ST. NORTH
MORTGAGE AMT: 379,000.00 CITY STILLWATER
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 MN 55082
UNPAID BALANCE: 376,055.500 OPTION TO CONVERT : No
MONTHLY P&I: 3,353.81 ANNUAL RATE ADJUST: 0.000
LTV : 61.12900 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032081879 MORTGAGORS: SAGAWA, WESLEY
SAGAWA, EDITH
ADDRESS : 11390 NORTH 78TH STREET
MORTGAGE AMT: 305,200.00 CITY SCOTTSDALE
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 AZ 85260
UNPAID BALANCE: 303,268.610 OPTION TO CONVERT : No
MONTHLY P&I: 2,743.22 ANNUAL RATE ADJUST: 0.000
LTV : 79.99700 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032082745 MORTGAGORS: SILVIAN, SERGIU
SILVIAN, CORA
ADDRESS : 5656 PINE CONE ROAD
MORTGAGE AMT: 361,000.00 CITY LA CRESCENTA
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 91214
UNPAID BALANCE: 359,861.060 OPTION TO CONVERT : No
MONTHLY P&I: 3,244.77 ANNUAL RATE ADJUST: 0.000
LTV : 76.80800 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032082760 MORTGAGORS: MARSTON, DAVID
MARSTON, FRITZI
ADDRESS : 602 SEABRIGHT LANE
MORTGAGE AMT: 301,000.00 CITY SOLANA BEACH
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 CA 92075
UNPAID BALANCE: 300,019.010 OPTION TO CONVERT : No
MONTHLY P&I: 2,642.76 ANNUAL RATE ADJUST: 0.000
LTV : 58.33300 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032082869 MORTGAGORS: GOODRIDGE, ROBERT
GOODRIDGE, KATHRYN
ADDRESS : 24446 ARCADIA STREET
MORTGAGE AMT: 311,250.00 CITY SANTA CLARITA
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 91321
UNPAID BALANCE: 309,258.920 OPTION TO CONVERT : No
MONTHLY P&I: 2,775.90 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032082877 MORTGAGORS: CURTIN, THOMAS
ADDRESS : 1329 CENTRAL AVENUE
MORTGAGE AMT: 285,500.00 CITY WILMETTE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 IL 60091
UNPAID BALANCE: 282,752.630 OPTION TO CONVERT : No
MONTHLY P&I: 2,546.24 ANNUAL RATE ADJUST: 0.000
LTV : 73.20500 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 02/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032082885 MORTGAGORS: MALONE, CHARLENE
ADDRESS : 136 DANBURY ROAD #13
MORTGAGE AMT: 360,000.00 CITY WILTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CT 06897
UNPAID BALANCE: 356,535.690 OPTION TO CONVERT : No
MONTHLY P&I: 3,210.68 ANNUAL RATE ADJUST: 0.000
LTV : 69.90200 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 02/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032082893 MORTGAGORS: BUCKLEY, BRENT
ADDRESS : 31199 EAST LANDERWOOD DRI
MORTGAGE AMT: 325,000.00 CITY PEPPER PIKE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 OH 44124
UNPAID BALANCE: 322,898.440 OPTION TO CONVERT : No
MONTHLY P&I: 2,875.96 ANNUAL RATE ADJUST: 0.000
LTV : 62.50000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032082901 MORTGAGORS: FIFIELD, PAUL
FIFIELD, ELIZABETH
ADDRESS : 50 CENTRAL AVENUE
MORTGAGE AMT: 260,000.00 CITY REDWOOD CITY
:\
STATE/ZIP :\
LIFETIME RATE : 6.37500 CA 94061
UNPAID BALANCE: 258,263.780 OPTION TO CONVERT : No
MONTHLY P&I: 2,247.06 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.37500 MATURITY DATE: 03/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032082943 MORTGAGORS: FIDELINO, RODOLFO
FIDELINO, EILEEN
ADDRESS : 2740 W 118TH STREET
MORTGAGE AMT: 278,350.00 CITY LEAWOOD
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 KS 66211
UNPAID BALANCE: 269,467.200 OPTION TO CONVERT : No
MONTHLY P&I: 2,463.15 ANNUAL RATE ADJUST: 0.000
LTV : 46.39100 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 09/01/13
RATE:
02
--------------------------------------------------------------------------------
LN # 0032083289 MORTGAGORS: MAY, RODNEY
MAY, GENEVA
ADDRESS : 209 PATTERSON AVENUE
MORTGAGE AMT: 74,800.00 CITY LOYALTON
:\
STATE/ZIP :\
LIFETIME RATE : 7.50000 CA 96118
UNPAID BALANCE: 74,574.090 OPTION TO CONVERT : No
MONTHLY P&I: 693.41 ANNUAL RATE ADJUST: 0.000
LTV : 85.00000 OUTSIDE CONV DATE:
CURRENT INT 7.50000 MATURITY DATE: 04/01/14
RATE:
- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:250
--------------------------------------------------------------------------------
LN # 0032083297 MORTGAGORS: TERHORST, MARK
ADDRESS : 637 NEWTON STREET
MORTGAGE AMT: 101,200.00 CITY DENVER
:\
STATE/ZIP :\
LIFETIME RATE : 7.75000 CO 80204
UNPAID BALANCE: 100,901.000 OPTION TO CONVERT : No
MONTHLY P&I: 952.58 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.75000 MATURITY DATE: 04/01/14
RATE:
- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:250
--------------------------------------------------------------------------------
LN # 0032083933 MORTGAGORS: THRIPP, JAMES
THRIPP, CAROL
ADDRESS : 34 LAKEFRONT
MORTGAGE AMT: 267,000.00 CITY IRVINE
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 CA 92604
UNPAID BALANCE: 266,129.820 OPTION TO CONVERT : No
MONTHLY P&I: 2,344.24 ANNUAL RATE ADJUST: 0.000
LTV : 69.89500 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032084519 MORTGAGORS: CHOI, SUNG
CHOI, YOUNG
ADDRESS : 630 COMET DRIVE #H101
MORTGAGE AMT: 148,000.00 CITY FOSTER CITY
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 94404
UNPAID BALANCE: 147,527.970 OPTION TO CONVERT : No
MONTHLY P&I: 1,319.95 ANNUAL RATE ADJUST: 0.000
LTV : 71.49700 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032085524 MORTGAGORS: STOREY, NANCY
ADDRESS : 9463 WISHINGSTAR COURT
MORTGAGE AMT: 104,400.00 CITY LAS VEGAS
:\
STATE/ZIP :\
LIFETIME RATE : 8.00000 NV 89123
UNPAID BALANCE: 104,098.300 OPTION TO CONVERT : No
MONTHLY P&I: 997.70 ANNUAL RATE ADJUST: 0.000
LTV : 75.10700 OUTSIDE CONV DATE:
CURRENT INT 8.00000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032085532 MORTGAGORS: UNGER, MICHAEL
UNGER, CARRIE
ADDRESS : 1801 WEST LYNX WAY
MORTGAGE AMT: 300,150.00 CITY CHANDLER
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 AZ 85248
UNPAID BALANCE: 299,171.780 OPTION TO CONVERT : No
MONTHLY P&I: 2,635.30 ANNUAL RATE ADJUST: 0.000
LTV : 79.78400 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032085540 MORTGAGORS: ROEMER, POK
ADDRESS : 3368 GREENBROOK PLACE
MORTGAGE AMT: 51,000.00 CITY MARINA
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 93933
UNPAID BALANCE: 50,837.340 OPTION TO CONVERT : No
MONTHLY P&I: 454.85 ANNUAL RATE ADJUST: 0.000
LTV : 25.43600 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032085557 MORTGAGORS: KAPLAN, STEVEN
KAPLAN, PAULA
ADDRESS : 44438 CAVISSON COURT
MORTGAGE AMT: 450,000.00 CITY FREMONT
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 CA 94539
UNPAID BALANCE: 448,595.640 OPTION TO CONVERT : No
MONTHLY P&I: 4,076.24 ANNUAL RATE ADJUST: 0.000
LTV : 59.21000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032085573 MORTGAGORS: BACIGALUPO, ARTHUR
BACCIGALUPO, MILEVA
ADDRESS : 1105 VISTA POINT LANE
MORTGAGE AMT: 245,000.00 CITY CONCORD
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 CA 94521
UNPAID BALANCE: 244,243.690 OPTION TO CONVERT : No
MONTHLY P&I: 2,236.52 ANNUAL RATE ADJUST: 0.000
LTV : 62.02500 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032085581 MORTGAGORS: BEHNE, DAVID
ROSE, SHELLEY
ADDRESS : 2650 PENNY LANE
MORTGAGE AMT: 330,000.00 CITY BRENTWOOD
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 CA 94513
UNPAID BALANCE: 328,981.300 OPTION TO CONVERT : No
MONTHLY P&I: 3,012.45 ANNUAL RATE ADJUST: 0.000
LTV : 61.68200 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032085599 MORTGAGORS: LAMBERT, CARTER
LAMBERT, REBECCA
ADDRESS : 261 COVENTRY DRIVE
MORTGAGE AMT: 300,000.00 CITY CAMPBELL
:\
STATE/ZIP :\
LIFETIME RATE : 6.37500 CA 95008
UNPAID BALANCE: 299,001.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,592.75 ANNUAL RATE ADJUST: 0.000
LTV : 72.28900 OUTSIDE CONV DATE:
CURRENT INT 6.37500 MATURITY DATE: 04/01/14
RATE:
- ----------------------------------------------------------------------------------------PRODUCT CODE:002
--------------------------------------------------------------------------------
LN # 0032085607 MORTGAGORS: FARNSWORTH, SHARON
FARNSWORTH, JOHN
ADDRESS : 7 EAST RAVENWOOD LANE
MORTGAGE AMT: 363,000.00 CITY SANDY
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 UT 84092
UNPAID BALANCE: 361,867.140 OPTION TO CONVERT : No
MONTHLY P&I: 3,288.17 ANNUAL RATE ADJUST: 0.000
LTV : 53.38200 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 04/01/14
RATE:
- --------------------------------PRODUCT CODE:002
--------------------------------------------------------------------------------
LN # 0032085623 MORTGAGORS: MAGGI, PAUL
ADDRESS : 33 LANE ROAD
MORTGAGE AMT: 240,000.00 CITY HOLDERNESS
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 NH 03245
UNPAID BALANCE: 239,267.180 OPTION TO CONVERT : No
MONTHLY P&I: 2,207.82 ANNUAL RATE ADJUST: 0.000
LTV : 73.84600 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032085631 MORTGAGORS: STEEP, MICHAEL
WALKER, CHRISTINE
ADDRESS : 4510 CAMINITO SAN SEBASTI
MORTGAGE AMT: 596,250.00 CITY DEL MAR
:\
STATE/ZIP :\
LIFETIME RATE : 6.37500 CA 92014
UNPAID BALANCE: 594,264.480 OPTION TO CONVERT : No
MONTHLY P&I: 5,153.10 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 6.37500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032085656 MORTGAGORS: DOAN, SON
HUYNH, THUY
ADDRESS : 1378 TULARCITOS DRIVE
MORTGAGE AMT: 395,000.00 CITY MILPITAS
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 CA 95035
UNPAID BALANCE: 393,793.910 OPTION TO CONVERT : No
MONTHLY P&I: 3,633.70 ANNUAL RATE ADJUST: 0.000
LTV : 56.83400 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032085664 MORTGAGORS: FLETCHER, KENNETH
FLETCHER, JULIE
ADDRESS : 550 BANYAN CIRCLE
MORTGAGE AMT: 265,000.00 CITY WALNUT CREEK
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 94598
UNPAID BALANCE: 262,449.880 OPTION TO CONVERT : No
MONTHLY P&I: 2,363.42 ANNUAL RATE ADJUST: 0.000
LTV : 69.73600 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 02/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0032085672 MORTGAGORS: PUTCHIO, RUSSELL
ADDRESS : 1413 ESSEX ROAD
MORTGAGE AMT: 135,000.00 CITY MINNETONKA
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 MN 55305
UNPAID BALANCE: 134,587.790 OPTION TO CONVERT : No
MONTHLY P&I: 1,241.90 ANNUAL RATE ADJUST: 0.000
LTV : 72.97200 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 04/01/14
RATE:
- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:250
--------------------------------------------------------------------------------
LN # 0032085680 MORTGAGORS: GORESKI, GLEN
ADDRESS : 2117 HIGHWAY 31
MORTGAGE AMT: 150,000.00 CITY GLEN GARDNER
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 NJ 08826
UNPAID BALANCE: 149,526.750 OPTION TO CONVERT : No
MONTHLY P&I: 1,348.25 ANNUAL RATE ADJUST: 0.000
LTV : 57.69200 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
--------------------------------------------------------------------------------
LN # 0032088296 MORTGAGORS: PAE, KI
PAE, ESTHER
ADDRESS : 11749 FRICKER AVE,
MORTGAGE AMT: 305,400.00 CITY TUSTUN RANCH
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 92782
UNPAID BALANCE: 304,415.360 OPTION TO CONVERT : No
MONTHLY P&I: 2,702.52 ANNUAL RATE ADJUST: 0.000
LTV : 79.92400 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0070279146 MORTGAGORS: GAYLORD, DONALD
ADDRESS : 101 N OCEAN DRIVE
MORTGAGE AMT: 43,125.00 CITY HOLLYWOOD
:\
STATE/ZIP :\
LIFETIME RATE : 8.00000 FL 33019
UNPAID BALANCE: 41,827.220 OPTION TO CONVERT : No
MONTHLY P&I: 412.12 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 8.00000 MATURITY DATE: 08/01/13
RATE:
52
--------------------------------------------------------------------------------
LN # 0070392147 MORTGAGORS: MECKLER, ANA
ADDRESS : 11179 MALAYAN STREET
MORTGAGE AMT: 86,400.00 CITY BOCA RATON
:\
STATE/ZIP :\
LIFETIME RATE : 7.75000 FL 33428
UNPAID BALANCE: 83,658.550 OPTION TO CONVERT : No
MONTHLY P&I: 813.26 ANNUAL RATE ADJUST: 0.000
LTV : 87.27273 OUTSIDE CONV DATE:
CURRENT INT 7.75000 MATURITY DATE: 09/01/13
RATE:
52
--------------------------------------------------------------------------------
LN # 0070414057 MORTGAGORS: SALAMA, SAMUEL
ADDRESS : 3802 NORTHEAST 207TH ST
MORTGAGE AMT: 184,000.00 CITY N MIAMI BEA
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 FL 33180
UNPAID BALANCE: 179,993.950 OPTION TO CONVERT : No
MONTHLY P&I: 1,692.66 ANNUAL RATE ADJUST: 0.000
LTV : 35.38462 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 10/01/13
RATE:
52
--------------------------------------------------------------------------------
LN # 0070417464 MORTGAGORS: ZACCARIA, VITO
ZACCARIA, DANIELLA
ADDRESS : 14243 KENDALE LAKES CIRCL
MORTGAGE AMT: 68,000.00 CITY MIAMI
:\
STATE/ZIP :\
LIFETIME RATE : 7.87500 FL 33183
UNPAID BALANCE: 66,373.400 OPTION TO CONVERT : No
MONTHLY P&I: 644.95 ANNUAL RATE ADJUST: 0.000
LTV : 79.06977 OUTSIDE CONV DATE:
CURRENT INT 7.87500 MATURITY DATE: 09/01/13
RATE:
52
--------------------------------------------------------------------------------
LN # 0070420781 MORTGAGORS: SANDEL, WILLIAM
ADDRESS : 2440 SOUTHEAST OCEAN BLVD
MORTGAGE AMT: 20,000.00 CITY STUART
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 FL 34996
UNPAID BALANCE: 19,562.980 OPTION TO CONVERT : No
MONTHLY P&I: 183.98 ANNUAL RATE ADJUST: 0.000
LTV : 57.14286 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 10/01/13
RATE:
52
--------------------------------------------------------------------------------
LN # 0070431754 MORTGAGORS: BIZET, JUAN
ADDRESS : 185 SW 14 TERRACE
MORTGAGE AMT: 84,000.00 CITY MIAMI
:\
STATE/ZIP :\
LIFETIME RATE : 7.87500 FL 33131
UNPAID BALANCE: 82,502.930 OPTION TO CONVERT : No
MONTHLY P&I: 796.70 ANNUAL RATE ADJUST: 0.000
LTV : 70.00000 OUTSIDE CONV DATE:
CURRENT INT 7.87500 MATURITY DATE: 11/01/13
RATE:
52
--------------------------------------------------------------------------------
LN # 0070433768 MORTGAGORS: GERSHIN, RANDI
GERSHIN, ROBERT
ADDRESS : 305 E 24TH ST
MORTGAGE AMT: 150,000.00 CITY NEW YORK
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 NY 10019
UNPAID BALANCE: 147,603.760 OPTION TO CONVERT : No
MONTHLY P&I: 1,358.75 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 12/01/13
RATE:
08
--------------------------------------------------------------------------------
LN # 0070438411 MORTGAGORS: SINGH, TAGE
ADDRESS : 11349 SOUTHWEST 189
MORTGAGE AMT: 25,130.00 CITY MIAMI
:\
STATE/ZIP :\
LIFETIME RATE : 8.00000 FL 33151
UNPAID BALANCE: 24,560.240 OPTION TO CONVERT : No
MONTHLY P&I: 240.16 ANNUAL RATE ADJUST: 0.000
LTV : 51.28571 OUTSIDE CONV DATE:
CURRENT INT 8.00000 MATURITY DATE: 11/01/13
RATE:
52
--------------------------------------------------------------------------------
LN # 0070501374 MORTGAGORS: SWANSON, ROBERT
ADDRESS : 1800 SUNSET HARBOUR DRIVE
MORTGAGE AMT: 216,000.00 CITY MIAMI
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 FL 33139
UNPAID BALANCE: 211,487.730 OPTION TO CONVERT : No
MONTHLY P&I: 1,956.60 ANNUAL RATE ADJUST: 0.000
LTV : 90.00000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 11/01/13
RATE:
52
--------------------------------------------------------------------------------
LN # 0070550777 MORTGAGORS: AVERBUCH, ANATOLY
AVERBUCH, BRINDUSA
ADDRESS : 251 174TH ST
MORTGAGE AMT: 45,500.00 CITY MIAMI
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 FL 33160
UNPAID BALANCE: 44,901.910 OPTION TO CONVERT : No
MONTHLY P&I: 399.49 ANNUAL RATE ADJUST: 0.000
LTV : 65.00000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 01/01/14
RATE:
52
--------------------------------------------------------------------------------
LN # 0070553334 MORTGAGORS: BERTOT, CARLOS
BERTOT, BARBARA
ADDRESS : 4286 DIAMOND TERRACE
MORTGAGE AMT: 243,000.00 CITY FORT LAUDER
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 FL 33331
UNPAID BALANCE: 242,241.640 OPTION TO CONVERT : No
MONTHLY P&I: 2,201.17 ANNUAL RATE ADJUST: 0.000
LTV : 83.79310 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070575592 MORTGAGORS: STEWART, WILLIE
ADDRESS : 106 HILLGATE RD
MORTGAGE AMT: 25,500.00 CITY SAVANNAH
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 GA 31404
UNPAID BALANCE: 25,500.000 OPTION TO CONVERT : No
MONTHLY P&I: 294.44 ANNUAL RATE ADJUST: 0.000
LTV : 34.45946 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 05/01/09
RATE:
10
--------------------------------------------------------------------------------
LN # 0070583505 MORTGAGORS: FOTI, DOMINIC
FOTI, JONI
ADDRESS : 14650 HIGHWAY 83
MORTGAGE AMT: 253,000.00 CITY COLORADO SP
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 CO 80921
UNPAID BALANCE: 221,556.140 OPTION TO CONVERT : No
MONTHLY P&I: 2,309.54 ANNUAL RATE ADJUST: 0.000
LTV : 37.20588 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070594148 MORTGAGORS: LIPPMAN, RICHARD
LIPPMAN, FLORENCE
ADDRESS : 19866 LOXAHATCHEE POINTE
MORTGAGE AMT: 240,000.00 CITY JUPITER
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 FL 33458
UNPAID BALANCE: 240,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,123.78 ANNUAL RATE ADJUST: 0.000
LTV : 59.40594 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 05/01/14
RATE:
07
--------------------------------------------------------------------------------
LN # 0070595962 MORTGAGORS: GREENAUGH, KEVIN
GREENAUGH, CHERYLE
ADDRESS : 10911 FORESTGATE PLACE
MORTGAGE AMT: 356,200.00 CITY GLENN DALE
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 MD 20769
UNPAID BALANCE: 353,171.300 OPTION TO CONVERT : No
MONTHLY P&I: 3,226.57 ANNUAL RATE ADJUST: 0.000
LTV : 81.88506 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070596796 MORTGAGORS: P RIELLY, JOHN
RIELLY, MERRELL
ADDRESS : 17 SHERBROOK DRIVE
MORTGAGE AMT: 248,000.00 CITY BERKLEY HEI
:\
STATE/ZIP :\
LIFETIME RATE : 6.37500 NJ 07922
UNPAID BALANCE: 245,850.880 OPTION TO CONVERT : No
MONTHLY P&I: 2,143.34 ANNUAL RATE ADJUST: 0.000
LTV : 59.75904 OUTSIDE CONV DATE:
CURRENT INT 6.37500 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070611082 MORTGAGORS: SWANSON, KENT
SWANSON, MARY
ADDRESS : 6335 EAST TUFTS AVE
MORTGAGE AMT: 452,800.00 CITY ENGLEWOOD
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 CO 80111
UNPAID BALANCE: 449,161.870 OPTION TO CONVERT : No
MONTHLY P&I: 3,944.37 ANNUAL RATE ADJUST: 0.000
LTV : 50.87640 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070615810 MORTGAGORS: MC CARRICK, JOHN
MC CARICK, DAWN
ADDRESS : 32 EASTVIEW DRIVE
MORTGAGE AMT: 386,250.00 CITY VALHALLA
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 NY 10595
UNPAID BALANCE: 385,031.400 OPTION TO CONVERT : No
MONTHLY P&I: 3,471.72 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070617121 MORTGAGORS: JORDAN, JAMES
JORDAN, LUISE
ADDRESS : 11913 EVENING COURT
MORTGAGE AMT: 270,000.00 CITY CLARKSVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 MD 21029
UNPAID BALANCE: 263,588.440 OPTION TO CONVERT : No
MONTHLY P&I: 2,426.84 ANNUAL RATE ADJUST: 0.000
LTV : 63.08411 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070619382 MORTGAGORS: LITTLE, DORINGTON
LITTLE, ROSIE
ADDRESS : 8116 NORTH 68TH STREET
MORTGAGE AMT: 373,000.00 CITY PARADISE AL
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 AZ 85253
UNPAID BALANCE: 370,639.540 OPTION TO CONVERT : No
MONTHLY P&I: 3,352.63 ANNUAL RATE ADJUST: 0.000
LTV : 46.62500 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070620901 MORTGAGORS: LABODA, LAURENCE
RAMPAGE, CHERYL
ADDRESS : 1004 GREENLEAF AVENUE
MORTGAGE AMT: 397,500.00 CITY WILMETTE
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 IL 60091
UNPAID BALANCE: 394,984.500 OPTION TO CONVERT : No
MONTHLY P&I: 3,572.84 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 03/01/14
RATE:
52
--------------------------------------------------------------------------------
LN # 0070625496 MORTGAGORS: SLONE, PETER
SLONE, KELLY
ADDRESS : 1221 TOTTENHAM COURT
MORTGAGE AMT: 341,700.00 CITY RESTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 VA 20194
UNPAID BALANCE: 339,442.520 OPTION TO CONVERT : No
MONTHLY P&I: 2,976.57 ANNUAL RATE ADJUST: 0.000
LTV : 76.27232 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070634845 MORTGAGORS: SHEA, PATRICK
PETERSON, CHRISTINE
PETERSON, JOHN
SHEA, MAUREEN
ADDRESS : 2614-2616 ANZA STREET
MORTGAGE AMT: 305,100.00 CITY SAN FRANCIS
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 94121
UNPAID BALANCE: 305,100.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,721.05 ANNUAL RATE ADJUST: 0.000
LTV : 59.82353 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070643457 MORTGAGORS: BALL, ALBERT
ADDRESS : 212 WELLINGTON PLACE
MORTGAGE AMT: 267,600.00 CITY FINDLAY
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 OH 45840
UNPAID BALANCE: 267,600.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,405.26 ANNUAL RATE ADJUST: 0.000
LTV : 73.11475 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070646930 MORTGAGORS: RENNER, ELISABETH
ADDRESS : 500 LEON WAY
MORTGAGE AMT: 327,400.00 CITY CLAYTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.25000 CA 94517
UNPAID BALANCE: 325,410.300 OPTION TO CONVERT : No
MONTHLY P&I: 2,807.20 ANNUAL RATE ADJUST: 0.000
LTV : 78.89157 OUTSIDE CONV DATE:
CURRENT INT 6.25000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070663489 MORTGAGORS: GOLDBLATT, JOSEPH
GOLDBLATT, SUSAN
ADDRESS : 430 NORMANDY DRIVE
MORTGAGE AMT: 245,000.00 CITY INDIALANTIC
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 FL 32903
UNPAID BALANCE: 243,398.640 OPTION TO CONVERT : No
MONTHLY P&I: 2,151.08 ANNUAL RATE ADJUST: 0.000
LTV : 79.03226 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 03/01/14
RATE:
07
--------------------------------------------------------------------------------
LN # 0070675798 MORTGAGORS: WAITE, DALE
WAITE, VICKY
ADDRESS : 17846 MOUNTAIN RANCH ROAD
MORTGAGE AMT: 453,700.00 CITY GRANADA HIL
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 91344
UNPAID BALANCE: 452,268.600 OPTION TO CONVERT : No
MONTHLY P&I: 4,077.98 ANNUAL RATE ADJUST: 0.000
LTV : 66.72059 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070676721 MORTGAGORS: GANDHI, ADITHYA
GANDHI, ANJALI
ADDRESS : 8933 MAGNOLIA CHASE CIRCL
MORTGAGE AMT: 308,400.00 CITY TAMPA
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 FL 33647
UNPAID BALANCE: 308,400.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,771.99 ANNUAL RATE ADJUST: 0.000
LTV : 88.87608 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070684600 MORTGAGORS: KOTTOOR, SREEKUMAR
ADDRESS : 5621 EAST LEITNER DRIVE
MORTGAGE AMT: 238,000.00 CITY CORAL SPRIN
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 FL 33065
UNPAID BALANCE: 236,444.380 OPTION TO CONVERT : No
MONTHLY P&I: 2,089.63 ANNUAL RATE ADJUST: 0.000
LTV : 52.88889 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070689070 MORTGAGORS: DURDA, JUDI
LAPE, JAMES
ADDRESS : 731 CHICKAMAUGA DRIVE
MORTGAGE AMT: 364,000.00 CITY DAVIDSONVIL
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MD 21035
UNPAID BALANCE: 362,839.060 OPTION TO CONVERT : No
MONTHLY P&I: 3,246.35 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070698196 MORTGAGORS: TOBIN, JAMES
TOBIN, KAREN
ADDRESS : 150 DAVENPORT DR
MORTGAGE AMT: 650,000.00 CITY STAMFORD
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CT 06902
UNPAID BALANCE: 642,926.910 OPTION TO CONVERT : No
MONTHLY P&I: 5,797.05 ANNUAL RATE ADJUST: 0.000
LTV : 48.14815 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070705322 MORTGAGORS: GRELLER, HARVEY
GRELLER, JEAN
ADDRESS : 1 HOOK HARBOR ROAD
MORTGAGE AMT: 362,250.00 CITY ATLANTIC HI
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 NJ 07716
UNPAID BALANCE: 361,094.650 OPTION TO CONVERT : No
MONTHLY P&I: 3,230.74 ANNUAL RATE ADJUST: 0.000
LTV : 77.90323 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070708615 MORTGAGORS: IKEGAMI, F
IKEGAMI, PATRICIA
ADDRESS : 11115 KULSHAN ROAD
MORTGAGE AMT: 275,000.00 CITY EDMONDS
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 WA 98020
UNPAID BALANCE: 273,202.550 OPTION TO CONVERT : No
MONTHLY P&I: 2,414.48 ANNUAL RATE ADJUST: 0.000
LTV : 27.50000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070711684 MORTGAGORS: KENNEDY, JOHN
KENNEDY, JEANNE
ADDRESS : 1 HORSESHOE LANE
MORTGAGE AMT: 229,650.00 CITY FREEHOLD
:\
STATE/ZIP :\
LIFETIME RATE : 5.87500 NJ 07728
UNPAID BALANCE: 228,049.870 OPTION TO CONVERT : No
MONTHLY P&I: 1,922.44 ANNUAL RATE ADJUST: 0.000
LTV : 76.55000 OUTSIDE CONV DATE:
CURRENT INT 5.87500 MATURITY DATE: 03/01/14
RATE:
07
--------------------------------------------------------------------------------
LN # 0070715388 MORTGAGORS: AFCARI, MOHAMED
AFCARI, SIMA
ADDRESS : 1709 HILL TOP LANE
MORTGAGE AMT: 240,000.00 CITY ENCINITAS
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 CA 92024
UNPAID BALANCE: 240,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,107.19 ANNUAL RATE ADJUST: 0.000
LTV : 77.41935 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 05/01/14
RATE:
07
--------------------------------------------------------------------------------
LN # 0070723135 MORTGAGORS: CHAPMAN, TRAVIS
CHAPMAN, LINDA
ADDRESS : 8234 EAST CARAWAY ROAD
MORTGAGE AMT: 315,000.00 CITY MANCHESTER
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 WA 98353
UNPAID BALANCE: 313,995.350 OPTION TO CONVERT : No
MONTHLY P&I: 2,809.34 ANNUAL RATE ADJUST: 0.000
LTV : 78.75000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070723655 MORTGAGORS: GASCON, MANUEL
ADDRESS : 13615 NW 2 AVENUE
MORTGAGE AMT: 50,000.00 CITY MIAMI
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 FL 33168
UNPAID BALANCE: 49,709.130 OPTION TO CONVERT : No
MONTHLY P&I: 577.33 ANNUAL RATE ADJUST: 0.000
LTV : 47.16981 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/09
RATE:
08
--------------------------------------------------------------------------------
LN # 0070728001 MORTGAGORS: ULRICH, RAYMOND
ULRICH, GAIL
ADDRESS : 783 WEST COCO PLUM CIRCLE
MORTGAGE AMT: 288,600.00 CITY PLANTATION
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 FL 33324
UNPAID BALANCE: 288,600.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,553.85 ANNUAL RATE ADJUST: 0.000
LTV : 72.15000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070728621 MORTGAGORS: MA, HOWARD
ADDRESS : 37 SOLOMON PIERCE ROAD
MORTGAGE AMT: 306,300.00 CITY LEXINGTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 MA 02420
UNPAID BALANCE: 305,312.460 OPTION TO CONVERT : No
MONTHLY P&I: 2,710.48 ANNUAL RATE ADJUST: 0.000
LTV : 41.67347 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070729140 MORTGAGORS: HILLEL, DONALD
HILLEL, JANET
ADDRESS : 250 WEST 89TH ST
MORTGAGE AMT: 479,500.00 CITY NEW YORK
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 NY 10024
UNPAID BALANCE: 477,987.200 OPTION TO CONVERT : No
MONTHLY P&I: 4,309.88 ANNUAL RATE ADJUST: 0.000
LTV : 70.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070729868 MORTGAGORS: PLATNER, HORACIO
PLATNER, BEATRIZ
ADDRESS : 18136 GUILDFORD LANE
MORTGAGE AMT: 384,000.00 CITY NORTHRIDGE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 91326
UNPAID BALANCE: 382,775.280 OPTION TO CONVERT : No
MONTHLY P&I: 3,424.72 ANNUAL RATE ADJUST: 0.000
LTV : 72.45283 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070731146 MORTGAGORS: EVANS, RONALD
EVANS, JOAN
ADDRESS : 1848 DEVON ROAD
MORTGAGE AMT: 376,800.00 CITY PASADENA
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 91103
UNPAID BALANCE: 376,800.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,360.51 ANNUAL RATE ADJUST: 0.000
LTV : 53.82857 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070731856 MORTGAGORS: RAHNEMA, IRAJ
RAHNEMA, PATRICIA
ADDRESS : 1995 PALMER DRIVE
MORTGAGE AMT: 298,200.00 CITY LAKE HAVASU
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 AZ 86403
UNPAID BALANCE: 298,200.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,659.51 ANNUAL RATE ADJUST: 0.000
LTV : 57.90291 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070732003 MORTGAGORS: CHAPMAN, WILLIAM
CHAPMAN, FRANCES
ADDRESS : 7703 RIDGECREST LANE
MORTGAGE AMT: 650,000.00 CITY MERCER ISLA
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 WA 98040
UNPAID BALANCE: 647,858.630 OPTION TO CONVERT : No
MONTHLY P&I: 5,662.20 ANNUAL RATE ADJUST: 0.000
LTV : 69.51872 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 04/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0070733266 MORTGAGORS: DOVER, JERRY
ADDRESS : 815 WHITNEY DRIVE
MORTGAGE AMT: 351,150.00 CITY BLUE BELL
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 PA 19422
UNPAID BALANCE: 348,879.350 OPTION TO CONVERT : No
MONTHLY P&I: 3,107.36 ANNUAL RATE ADJUST: 0.000
LTV : 77.86031 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070733464 MORTGAGORS: GARTNER, JOHN
GALSTIAN, LISA
ADDRESS : 1697 CALLE ALTA
MORTGAGE AMT: 379,600.00 CITY LA JOLLA
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 92037
UNPAID BALANCE: 378,389.310 OPTION TO CONVERT : No
MONTHLY P&I: 3,385.48 ANNUAL RATE ADJUST: 0.000
LTV : 71.62264 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070733860 MORTGAGORS: MUNDELL, ALEXANDER
MUNDELL, JANE
ADDRESS : 532 TIMBERRIDGE DRIVE
MORTGAGE AMT: 44,300.00 CITY CAROL STREA
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 IL 60187
UNPAID BALANCE: 44,164.730 OPTION TO CONVERT : No
MONTHLY P&I: 407.53 ANNUAL RATE ADJUST: 0.000
LTV : 52.11765 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 04/01/14
RATE:
52
--------------------------------------------------------------------------------
LN # 0070733993 MORTGAGORS: PHILLIPS, HENRY
PHILLIPS, JANET
ADDRESS : 5632 SW EDGEMONT PLACE
MORTGAGE AMT: 276,000.00 CITY PORTLAND
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 OR 97201
UNPAID BALANCE: 271,218.390 OPTION TO CONVERT : No
MONTHLY P&I: 2,423.26 ANNUAL RATE ADJUST: 0.000
LTV : 33.25301 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070736749 MORTGAGORS: LOPEZ, ORLANDO
ADDRESS : 8701 SHORELINE DRIVE
MORTGAGE AMT: 332,100.00 CITY JONESBORO
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 GA 30236
UNPAID BALANCE: 332,100.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,961.85 ANNUAL RATE ADJUST: 0.000
LTV : 75.47727 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070738240 MORTGAGORS: FEINBERG, ROBERT
ADDRESS : 9527 ROCKY BRANCH DRIVE
MORTGAGE AMT: 208,000.00 CITY DALLAS
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 TX 75243
UNPAID BALANCE: 206,711.960 OPTION TO CONVERT : No
MONTHLY P&I: 1,898.75 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 03/01/14
RATE:
52
--------------------------------------------------------------------------------
LN # 0070739453 MORTGAGORS: THRONE, R
THRONE, NANCY
ADDRESS : 7705 34TH AVENUE NW
MORTGAGE AMT: 565,000.00 CITY SEATTLE
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 WA 98117
UNPAID BALANCE: 565,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 5,078.38 ANNUAL RATE ADJUST: 0.000
LTV : 29.73684 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070739909 MORTGAGORS: KIRKWOOD, GEORGE
KIRKWOOD, DIANE
ADDRESS : 6716 COLUMBINE WAY
MORTGAGE AMT: 286,950.00 CITY PLANO
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 TX 75093
UNPAID BALANCE: 286,950.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,559.18 ANNUAL RATE ADJUST: 0.000
LTV : 75.51316 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070740949 MORTGAGORS: DALEY, DENNIS
ADDRESS : 5566 HAMSTEAD CROSSING
MORTGAGE AMT: 65,000.00 CITY RALEIGH
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 NC 27612
UNPAID BALANCE: 65,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 575.19 ANNUAL RATE ADJUST: 0.000
LTV : 60.18519 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 05/01/14
RATE:
07
--------------------------------------------------------------------------------
LN # 0070743364 MORTGAGORS: CHEV, SINA
CHEV, NARY
ADDRESS : 5717 AURA AVENUE
MORTGAGE AMT: 296,500.00 CITY TARZANA
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 CA 91356
UNPAID BALANCE: 295,523.210 OPTION TO CONVERT : No
MONTHLY P&I: 2,582.83 ANNUAL RATE ADJUST: 0.000
LTV : 74.12500 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070744727 MORTGAGORS: BITTEKER, STEPHEN
BITTEKER, BROOKE
ADDRESS : 10132 ANDORA DRIVE
MORTGAGE AMT: 144,400.00 CITY AUSTIN
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 TX 78759
UNPAID BALANCE: 144,400.000 OPTION TO CONVERT : No
MONTHLY P&I: 1,277.81 ANNUAL RATE ADJUST: 0.000
LTV : 72.92929 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 05/01/14
RATE:
07
--------------------------------------------------------------------------------
LN # 0070747613 MORTGAGORS: STOLAR, DONALD
STOLAR, BERNADINE
ADDRESS : 5140 QUAKERTOWN
MORTGAGE AMT: 240,000.00 CITY WOODLAND HI
:\
STATE/ZIP :\
LIFETIME RATE : 6.00000 CA 91364
UNPAID BALANCE: 240,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,025.26 ANNUAL RATE ADJUST: 0.000
LTV : 64.00000 OUTSIDE CONV DATE:
CURRENT INT 6.00000 MATURITY DATE: 05/01/14
RATE:
07
--------------------------------------------------------------------------------
LN # 0070747738 MORTGAGORS: STEPHENSON, LLOYD
STEPHENSON, JUDY
ADDRESS : 143 GRUNEWALD COURT
MORTGAGE AMT: 265,300.00 CITY SANTA CRUZ
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 95065
UNPAID BALANCE: 265,300.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,366.09 ANNUAL RATE ADJUST: 0.000
LTV : 61.69767 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070753108 MORTGAGORS: AGUERREBERE, ELAINE
ADDRESS : 11780 SW 18TH STREET
MORTGAGE AMT: 41,000.00 CITY MIAMI
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 FL 33175
UNPAID BALANCE: 40,869.240 OPTION TO CONVERT : No
MONTHLY P&I: 365.66 ANNUAL RATE ADJUST: 0.000
LTV : 63.07692 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070755277 MORTGAGORS: MITHANI, KAMRUDIN
MITHANI, YASMIN
ADDRESS : 1406 WATERFORD DRIVE
MORTGAGE AMT: 464,700.00 CITY BEL AIR
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 MD 21015
UNPAID BALANCE: 464,700.000 OPTION TO CONVERT : No
MONTHLY P&I: 4,209.40 ANNUAL RATE ADJUST: 0.000
LTV : 77.45000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070757414 MORTGAGORS: CHU, TRICIA
ANDRE, KEITH
ADDRESS : 13673 VERDE VISTA COURT
MORTGAGE AMT: 407,900.00 CITY SARATOGA
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 95070
UNPAID BALANCE: 407,900.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,666.32 ANNUAL RATE ADJUST: 0.000
LTV : 45.32222 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070758545 MORTGAGORS: MORIN, RICHARD
ADDRESS : 599 PHEN BASIN ROAD
MORTGAGE AMT: 250,000.00 CITY FAYSTON
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 VT 05673
UNPAID BALANCE: 249,211.260 OPTION TO CONVERT : No
MONTHLY P&I: 2,247.07 ANNUAL RATE ADJUST: 0.000
LTV : 68.49315 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070760376 MORTGAGORS: VAN, JERRY
ADDRESS : 4568 BOCAIRE BOULEVARD
MORTGAGE AMT: 500,000.00 CITY BOCA RATON
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 FL 33487
UNPAID BALANCE: 500,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 4,494.14 ANNUAL RATE ADJUST: 0.000
LTV : 65.78947 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070769385 MORTGAGORS: LITTLE, SOLOMON
LITTLE, ANNETTE
ADDRESS : 1129 CAPITOL DRIVE
MORTGAGE AMT: 249,200.00 CITY SAN PEDRO
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 90731
UNPAID BALANCE: 249,200.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,239.88 ANNUAL RATE ADJUST: 0.000
LTV : 76.67692 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070772298 MORTGAGORS: WANNER, RAYMOND
WANNER, LINDA
ADDRESS : 9143 SLIGO CREEK PARKWAY
MORTGAGE AMT: 228,000.00 CITY SILVER SPRI
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 MD 20901
UNPAID BALANCE: 228,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,049.33 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070773221 MORTGAGORS: SCHWARTZ, MITCHELL
SCHWARTZ, RANDI
ADDRESS : 144 RANDOLPH COURT
MORTGAGE AMT: 108,000.00 CITY HOLLAND
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 PA 18966
UNPAID BALANCE: 108,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 963.20 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 05/01/14
RATE:
07
--------------------------------------------------------------------------------
LN # 0070774799 MORTGAGORS: MEHR, BIJAN
MEHR, BRENDA
ADDRESS : 68 70 RHODES CIRCLE
MORTGAGE AMT: 120,000.00 CITY HINGHAM
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 MA 02043
UNPAID BALANCE: 119,633.590 OPTION TO CONVERT : No
MONTHLY P&I: 1,103.91 ANNUAL RATE ADJUST: 0.000
LTV : 66.66667 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 04/01/14
RATE:
52
--------------------------------------------------------------------------------
LN # 0070775432 MORTGAGORS: GALLAGHER, STEPHEN
GALLAGHER, MELISSA
ADDRESS : 17 RED GATE LANE
MORTGAGE AMT: 190,000.00 CITY SOUTHBOROUG
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MA 01772
UNPAID BALANCE: 189,394.020 OPTION TO CONVERT : No
MONTHLY P&I: 1,694.52 ANNUAL RATE ADJUST: 0.000
LTV : 53.52113 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
52
--------------------------------------------------------------------------------
LN # 0070777396 MORTGAGORS: COX, ROY
COX, PATRICIA
ADDRESS : 1170 HILL COURT EAST
MORTGAGE AMT: 27,000.00 CITY BARTOW
:\
STATE/ZIP :\
LIFETIME RATE : 7.87500 FL 33830
UNPAID BALANCE: 26,921.110 OPTION TO CONVERT : No
MONTHLY P&I: 256.08 ANNUAL RATE ADJUST: 0.000
LTV : 42.18750 OUTSIDE CONV DATE:
CURRENT INT 7.87500 MATURITY DATE: 04/01/14
RATE:
52
--------------------------------------------------------------------------------
LN # 0070779327 MORTGAGORS: EVASON, RACHEL
ADDRESS : 8 CASTLE COURT
MORTGAGE AMT: 263,000.00 CITY SOMERSET
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 NJ 08873
UNPAID BALANCE: 263,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,309.12 ANNUAL RATE ADJUST: 0.000
LTV : 84.83871 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070780135 MORTGAGORS: BLANK, ROBIN
ADDRESS : 19365 LENAIRE DRIVE
MORTGAGE AMT: 86,200.00 CITY MIAMI
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 FL 33157
UNPAID BALANCE: 86,200.000 OPTION TO CONVERT : No
MONTHLY P&I: 774.79 ANNUAL RATE ADJUST: 0.000
LTV : 75.61404 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 05/01/14
RATE:
52
--------------------------------------------------------------------------------
LN # 0070780374 MORTGAGORS: SENTENO, RICK
GRAY, JACQUELINE
ADDRESS : 4816 FIR AVENUE
MORTGAGE AMT: 261,300.00 CITY SEAL BEACH
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 CA 90740
UNPAID BALANCE: 261,300.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,403.76 ANNUAL RATE ADJUST: 0.000
LTV : 84.29032 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070792411 MORTGAGORS: MONTIEL, JORGE
CASTRO, VIRGINIA
ADDRESS : 601 603 SW 35 AVENUE
MORTGAGE AMT: 81,000.00 CITY MIAMI
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 FL 33135
UNPAID BALANCE: 81,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 745.14 ANNUAL RATE ADJUST: 0.000
LTV : 73.63636 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 05/01/14
RATE:
52
--------------------------------------------------------------------------------
LN # 0070794698 MORTGAGORS: THOMAS, STEPHEN
THOMAS, MARGARET
ADDRESS : 813 PARKSIDE BLVD
MORTGAGE AMT: 106,000.00 CITY CLAYMONT
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 DE 19703
UNPAID BALANCE: 105,676.340 OPTION TO CONVERT : No
MONTHLY P&I: 975.12 ANNUAL RATE ADJUST: 0.000
LTV : 79.69925 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 04/01/14
RATE:
52
--------------------------------------------------------------------------------
LN # 0070795877 MORTGAGORS: MADRONERO, ENRIQUE
MADRONERO, DORICE
ADDRESS : 82 HAVERSTRAW ROAD
MORTGAGE AMT: 261,000.00 CITY SUFFERN
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 NY 10901
UNPAID BALANCE: 261,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,345.94 ANNUAL RATE ADJUST: 0.000
LTV : 76.76471 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070797741 MORTGAGORS: HAMM, RYAN
KEELING HAMM, KIMBERLY
ADDRESS : 26330 NORTH BEECHER LANE
MORTGAGE AMT: 320,650.00 CITY STEVENSON R
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 91381
UNPAID BALANCE: 320,650.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,859.73 ANNUAL RATE ADJUST: 0.000
LTV : 79.99870 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070803713 MORTGAGORS: FERNANDEZ, CONSUELO
ADDRESS : 7701 SW 55TH AVENUE #39C
MORTGAGE AMT: 50,500.00 CITY MIAMI
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 FL 33143
UNPAID BALANCE: 50,500.000 OPTION TO CONVERT : No
MONTHLY P&I: 461.00 ANNUAL RATE ADJUST: 0.000
LTV : 60.84337 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 05/01/14
RATE:
52
--------------------------------------------------------------------------------
LN # 0070803788 MORTGAGORS: QUINTELA, CARLOS
ADDRESS : 17011 N BAY ROAD
MORTGAGE AMT: 40,600.00 CITY MIAMI
:\
STATE/ZIP :\
LIFETIME RATE : 7.50000 FL 33160
UNPAID BALANCE: 40,477.380 OPTION TO CONVERT : No
MONTHLY P&I: 376.37 ANNUAL RATE ADJUST: 0.000
LTV : 70.00000 OUTSIDE CONV DATE:
CURRENT INT 7.50000 MATURITY DATE: 04/01/14
RATE:
52
--------------------------------------------------------------------------------
LN # 0070805320 MORTGAGORS: CORCORAN, WILLIAM
CORCORAN, KAREN
ADDRESS : 1 BLUE JAY DRIVE
MORTGAGE AMT: 288,200.00 CITY CONCORD
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 MA 01742
UNPAID BALANCE: 288,200.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,610.61 ANNUAL RATE ADJUST: 0.000
LTV : 61.71306 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070805767 MORTGAGORS: GOIS, JOSEPH
GOIS, CLARA
ADDRESS : 6833 DEL PASO PLACE
MORTGAGE AMT: 130,000.00 CITY SAN DIEGO
:\
STATE/ZIP :\
LIFETIME RATE : 7.62500 CA 92120
UNPAID BALANCE: 130,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 1,214.37 ANNUAL RATE ADJUST: 0.000
LTV : 34.21053 OUTSIDE CONV DATE:
CURRENT INT 7.62500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070806211 MORTGAGORS: MAYFIELD, KEITH
RAMSEY MAYFI, VALERIE
ADDRESS : 10947 CATTAIL POINTE
MORTGAGE AMT: 364,000.00 CITY SHREVEPORT
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 LA 71106
UNPAID BALANCE: 362,839.070 OPTION TO CONVERT : No
MONTHLY P&I: 3,246.35 ANNUAL RATE ADJUST: 0.000
LTV : 79.64989 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070806427 MORTGAGORS: LUGO URIBE, MANUEL
GAMA GUZMAN, MARIA
ADDRESS : 1308 DREXEL AVENUE #110
MORTGAGE AMT: 60,000.00 CITY MIAMI BEACH
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 FL 33139
UNPAID BALANCE: 60,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 547.72 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 05/01/14
RATE:
52
--------------------------------------------------------------------------------
LN # 0070807466 MORTGAGORS: GOULD, RICHARD
ADDRESS : 20 BAILIWICK ROAD
MORTGAGE AMT: 650,000.00 CITY GREENWICH
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CT 06831
UNPAID BALANCE: 647,926.910 OPTION TO CONVERT : No
MONTHLY P&I: 5,797.05 ANNUAL RATE ADJUST: 0.000
LTV : 46.42857 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070813159 MORTGAGORS: MEADOWS, ROBERT
MEADOWS, BARBARA
ADDRESS : 8315 GONZAGA AVENUE
MORTGAGE AMT: 266,000.00 CITY LOS ANGELES
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 90045
UNPAID BALANCE: 266,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,353.86 ANNUAL RATE ADJUST: 0.000
LTV : 79.40299 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070814421 MORTGAGORS: TRAN, MINHTHU
ADDRESS : 2111 BURNTMILL ROAD
MORTGAGE AMT: 290,500.00 CITY TUSTIN
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 92680
UNPAID BALANCE: 289,675.700 OPTION TO CONVERT : No
MONTHLY P&I: 2,611.10 ANNUAL RATE ADJUST: 0.000
LTV : 67.55814 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070823430 MORTGAGORS: PEDROTTY, JOHN
PEDROTTY, GAIL
ADDRESS : 171 CAROB WAY
MORTGAGE AMT: 625,000.00 CITY CORONADO
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 92118
UNPAID BALANCE: 625,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 5,530.68 ANNUAL RATE ADJUST: 0.000
LTV : 62.50000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070823455 MORTGAGORS: NIJJAR, KULDIP
NIJJAR, SATINDER
ADDRESS : 2968 AETNA WAY
MORTGAGE AMT: 228,750.00 CITY SAN JOSE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 95121
UNPAID BALANCE: 228,750.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,040.12 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 05/01/14
RATE:
52
--------------------------------------------------------------------------------
LN # 0070830369 MORTGAGORS: NUNKE, RICHARD
NUNKE, BARBARA
ADDRESS : 2363 FRIARS COURT
MORTGAGE AMT: 438,000.00 CITY LOS ALTOS
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 94024
UNPAID BALANCE: 438,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,875.90 ANNUAL RATE ADJUST: 0.000
LTV : 63.47826 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070831987 MORTGAGORS: SCHILLING, JOHN
SCHILLING, PAMELA
ADDRESS : 854 E 1259 ROAD
MORTGAGE AMT: 240,000.00 CITY LAWRENCE
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 KS 66047
UNPAID BALANCE: 240,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,157.19 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 05/01/14
RATE:
52
--------------------------------------------------------------------------------
LN # 0070838602 MORTGAGORS: ALGERT, JAMES
ADDRESS : 23 CATSPAW CAPE
MORTGAGE AMT: 404,000.00 CITY CORONADO
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 92118
UNPAID BALANCE: 404,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,603.09 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070838883 MORTGAGORS: PALADINI, LUCIANO
PALADINI, VERA
ADDRESS : 1627 BRICKELL AVENUE
MORTGAGE AMT: 148,800.00 CITY MIAMI
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 FL 33129
UNPAID BALANCE: 148,800.000 OPTION TO CONVERT : No
MONTHLY P&I: 1,337.46 ANNUAL RATE ADJUST: 0.000
LTV : 60.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070845607 MORTGAGORS: DEJESUS, JOHN
DEJESUS, SHERRY
ADDRESS : 4109 LANSING AVENUE
MORTGAGE AMT: 165,000.00 CITY COOPER CITY
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 FL 33026
UNPAID BALANCE: 165,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 1,471.56 ANNUAL RATE ADJUST: 0.000
LTV : 58.92857 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 05/01/14
RATE:
07
--------------------------------------------------------------------------------
LN # 0070848932 MORTGAGORS: TRUSTY, RICHARD
TRUSTY, ANITA
ADDRESS : 318 W. MOWRY STREET
MORTGAGE AMT: 71,250.00 CITY CHESTER
:\
STATE/ZIP :\
LIFETIME RATE : 7.62500 PA 19013
UNPAID BALANCE: 71,250.000 OPTION TO CONVERT : No
MONTHLY P&I: 665.57 ANNUAL RATE ADJUST: 0.000
LTV : 95.00000 OUTSIDE CONV DATE:
CURRENT INT 7.62500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0070864202 MORTGAGORS: CHIAPPARDI, FRANCESCO
CHIAPPARDI, FRANCESCA
ADDRESS : 19 SENGA ROAD
MORTGAGE AMT: 51,000.00 CITY NORWALK
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 CT 06854
UNPAID BALANCE: 51,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 469.16 ANNUAL RATE ADJUST: 0.000
LTV : 21.70213 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 05/01/14
RATE:
52
--------------------------------------------------------------------------------
LN # 0080005762 MORTGAGORS: HOFFMAN, DEBRA
ADDRESS : 290 WEST BLUFF AVENUE
MORTGAGE AMT: 350,000.00 CITY FRESNO
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 CA 93711
UNPAID BALANCE: 350,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,195.02 ANNUAL RATE ADJUST: 0.000
LTV : 42.42424 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080007404 MORTGAGORS: SCHWARZ, STEVEN
SCHWARZ, VICKI
ADDRESS : 810 ANDOVER COURT
MORTGAGE AMT: 400,000.00 CITY PROSPECT HE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 IL 60070
UNPAID BALANCE: 400,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,567.42 ANNUAL RATE ADJUST: 0.000
LTV : 65.04065 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080007560 MORTGAGORS: WELKER, WILLIAM
WELKER, JEANNE
ADDRESS : 10551 CURRY PALM LANE
MORTGAGE AMT: 260,100.00 CITY FORT MYERS
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 FL 33912
UNPAID BALANCE: 259,288.270 OPTION TO CONVERT : No
MONTHLY P&I: 2,356.07 ANNUAL RATE ADJUST: 0.000
LTV : 79.99779 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080007818 MORTGAGORS: FERRERO, JAMES
ferrero, mary
FERRERO, MARY
ADDRESS : 140 DREW DRIVE
MORTGAGE AMT: 310,000.00 CITY LANGHORNE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 PA 19047
UNPAID BALANCE: 309,011.290 OPTION TO CONVERT : No
MONTHLY P&I: 2,764.75 ANNUAL RATE ADJUST: 0.000
LTV : 77.79172 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080007966 MORTGAGORS: CHRISTENSON, RODNEY
CHRISTENSON, DIANE
ADDRESS : 773 NORTH 164TH STREET
MORTGAGE AMT: 300,000.00 CITY OMAHA
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 NE 68118
UNPAID BALANCE: 300,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,696.48 ANNUAL RATE ADJUST: 0.000
LTV : 68.96552 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080007990 MORTGAGORS: FU, CHIA HUANG
ADDRESS : 2506 RALSTON LANE
MORTGAGE AMT: 370,000.00 CITY REDONDO BEA
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 90278
UNPAID BALANCE: 368,832.660 OPTION TO CONVERT : No
MONTHLY P&I: 3,325.67 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080008717 MORTGAGORS: BUSH, BARNEY
ADDRESS : 82 JICARILLA CT
MORTGAGE AMT: 62,000.00 CITY Regina
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 NM 87046
UNPAID BALANCE: 61,800.100 OPTION TO CONVERT : No
MONTHLY P&I: 548.64 ANNUAL RATE ADJUST: 0.000
LTV : 49.60000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080011182 MORTGAGORS: BOROS, EUGENE
boros, nancy
BOROS, NANCY
ADDRESS : 5 HAWK COURT
MORTGAGE AMT: 288,000.00 CITY HILTON HEAD
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 SC 29926
UNPAID BALANCE: 288,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,568.55 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080011935 MORTGAGORS: CARBONE, GARRY
CARBONE, CAROL
ADDRESS : 5270 CREEKVIEW DRIVE
MORTGAGE AMT: 320,000.00 CITY OREFIELD
:\
STATE/ZIP :\
LIFETIME RATE : 6.25000 PA 18069
UNPAID BALANCE: 320,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,592.96 ANNUAL RATE ADJUST: 0.000
LTV : 70.32967 OUTSIDE CONV DATE:
CURRENT INT 6.25000 MATURITY DATE: 05/01/09
RATE:
11
--------------------------------------------------------------------------------
LN # 0080013600 MORTGAGORS: HARKINS, BERNARD
HARKINS, MICHELLE
ADDRESS : 5371 NORTH WOOD DRIVE
MORTGAGE AMT: 264,900.00 CITY CENTER VALL
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 PA 18034
UNPAID BALANCE: 263,207.270 OPTION TO CONVERT : No
MONTHLY P&I: 2,381.00 ANNUAL RATE ADJUST: 0.000
LTV : 69.07432 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080015100 MORTGAGORS: POPPLE, ROBIN
popple, gail
POPPLE, GAIL
ADDRESS : 1112 NORTHEAST WHISPERING
MORTGAGE AMT: 310,000.00 CITY RIDGEFIELD
:\
STATE/ZIP :\
LIFETIME RATE : 5.75000 WA 98642
UNPAID BALANCE: 308,911.150 OPTION TO CONVERT : No
MONTHLY P&I: 2,574.27 ANNUAL RATE ADJUST: 0.000
LTV : 68.88889 OUTSIDE CONV DATE:
CURRENT INT 5.75000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080015373 MORTGAGORS: Beyer, Wayne
BEYER, CAROL
ADDRESS : 1025 South Quarty Circle
MORTGAGE AMT: 288,450.00 CITY Chandler
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 AZ 85224
UNPAID BALANCE: 288,450.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,572.55 ANNUAL RATE ADJUST: 0.000
LTV : 70.35000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080017098 MORTGAGORS: FINKELSTEIN, SHELDON
INFANTE, BEATRIZ
ADDRESS : 27664 VOGUE COURT
MORTGAGE AMT: 626,000.00 CITY LOS ALTOS H
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 94022
UNPAID BALANCE: 623,981.710 OPTION TO CONVERT : No
MONTHLY P&I: 5,539.54 ANNUAL RATE ADJUST: 0.000
LTV : 48.15385 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080017213 MORTGAGORS: LINDEN, CARL
LINDEN, PAULA
ADDRESS : 740 COLDBROOK DRIVE
MORTGAGE AMT: 336,000.00 CITY SIMI VALLEY
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 93065
UNPAID BALANCE: 336,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,973.30 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080017395 MORTGAGORS: STEWART, STEVE
INTERLANDI S, LIZA
ADDRESS : 976 SANTA ANA STREET
MORTGAGE AMT: 312,000.00 CITY LAGUNA BEAC
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 CA 92651
UNPAID BALANCE: 309,899.690 OPTION TO CONVERT : No
MONTHLY P&I: 2,717.86 ANNUAL RATE ADJUST: 0.000
LTV : 65.00000 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080018005 MORTGAGORS: HOTZE, JOHN
HOTZE, JUDITH
ADDRESS : 2620 GALLERY COURT
MORTGAGE AMT: 307,000.00 CITY CAMERON PAR
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 95682
UNPAID BALANCE: 306,010.200 OPTION TO CONVERT : No
MONTHLY P&I: 2,716.68 ANNUAL RATE ADJUST: 0.000
LTV : 68.22222 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080018047 MORTGAGORS: WELCH, STEPHEN
Callaghan, Maureen
CALLAGHAN, MAUREEN
ADDRESS : 856 WALBROOK COURT
MORTGAGE AMT: 246,500.00 CITY WALNUT CREE
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 CA 94598
UNPAID BALANCE: 245,730.710 OPTION TO CONVERT : No
MONTHLY P&I: 2,232.88 ANNUAL RATE ADJUST: 0.000
LTV : 65.73333 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080018153 MORTGAGORS: BUEHLER, STEVEN
BUEHLER, LAURI
ADDRESS : 6842 Circo Digueno Ct.
MORTGAGE AMT: 619,000.00 CITY RANCHO SANT
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 92067
UNPAID BALANCE: 617,025.770 OPTION TO CONVERT : No
MONTHLY P&I: 5,520.58 ANNUAL RATE ADJUST: 0.000
LTV : 47.61538 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080018187 MORTGAGORS: TINNESZ, THOMAS
Tinnesz, mary
TINNESZ, MARY
ADDRESS : 244 POLK 74
MORTGAGE AMT: 350,000.00 CITY MENA
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 AR 71953
UNPAID BALANCE: 347,736.770 OPTION TO CONVERT : No
MONTHLY P&I: 3,097.19 ANNUAL RATE ADJUST: 0.000
LTV : 58.33333 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080018260 MORTGAGORS: CHRISTL, CHRISTINA
GALLOWAY, MARY
ADDRESS : 11363 ROSE AVENUE
MORTGAGE AMT: 316,000.00 CITY LOS ANGELES
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 90066
UNPAID BALANCE: 314,981.180 OPTION TO CONVERT : No
MONTHLY P&I: 2,796.32 ANNUAL RATE ADJUST: 0.000
LTV : 66.52632 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080018385 MORTGAGORS: WILKES, ROBIN
WILKES, LIZ
ADDRESS : 31512 VIA COYOTE
MORTGAGE AMT: 448,000.00 CITY COTO DE CAZ
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 92679
UNPAID BALANCE: 446,555.600 OPTION TO CONVERT : No
MONTHLY P&I: 3,964.40 ANNUAL RATE ADJUST: 0.000
LTV : 73.44262 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080019045 MORTGAGORS: TANTIWASADAK, ZHUANG
SUPHAVARODOM, UCHUMAS
ADDRESS : 1858 NORTH SUNDOWNER LANE
MORTGAGE AMT: 272,000.00 CITY WALNUT
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 CA 91789
UNPAID BALANCE: 270,851.140 OPTION TO CONVERT : No
MONTHLY P&I: 2,463.86 ANNUAL RATE ADJUST: 0.000
LTV : 71.57895 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080019565 MORTGAGORS: LINDEKENS, KIMBERLY
LINDEKENS, ROBIN
ADDRESS : 31841 PASEO LA BRANZA
MORTGAGE AMT: 280,000.00 CITY SAN JUAN CA
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 CA 92675
UNPAID BALANCE: 279,126.170 OPTION TO CONVERT : No
MONTHLY P&I: 2,536.33 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080020027 MORTGAGORS: TORBA, ROBERT
Torba, Frances
TORBA, FRANCES
ADDRESS : 1905 ARNOLD PALMER BLVD
MORTGAGE AMT: 450,000.00 CITY LOUISVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 KY 40245
UNPAID BALANCE: 448,549.150 OPTION TO CONVERT : No
MONTHLY P&I: 3,982.10 ANNUAL RATE ADJUST: 0.000
LTV : 58.82353 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080020068 MORTGAGORS: GARDERE, ALFRED
Gardere, Mona
GARDERE, MONA
ADDRESS : 1586 208TH PLACE
MORTGAGE AMT: 320,000.00 CITY BAYSIDE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 NY 11360
UNPAID BALANCE: 318,968.280 OPTION TO CONVERT : No
MONTHLY P&I: 2,831.72 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080020076 MORTGAGORS: TRUSTEE, GEORGE
ENDOW TRUST, AMY
ADDRESS : 3046 WAILANI ROAD
MORTGAGE AMT: 179,000.00 CITY HONOLULU
:\
STATE/ZIP :\
LIFETIME RATE : 6.37500 HI 96813
UNPAID BALANCE: 179,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 1,547.01 ANNUAL RATE ADJUST: 0.000
LTV : 34.09524 OUTSIDE CONV DATE:
CURRENT INT 6.37500 MATURITY DATE: 05/01/14
RATE:
07
--------------------------------------------------------------------------------
LN # 0080020126 MORTGAGORS: SCHEER, BARRY
Scheer, Susan
SCHEER, SUSAN
ADDRESS : 64 PETTY ROAD
MORTGAGE AMT: 416,000.00 CITY CRANBURY
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 NJ 08512
UNPAID BALANCE: 414,658.770 OPTION TO CONVERT : No
MONTHLY P&I: 3,681.23 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080020654 MORTGAGORS: MINNS, JAMES
Minns, Frances
ADDRESS : 3105 SEA CREST
MORTGAGE AMT: 300,000.00 CITY HILTON HEAD
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 SC 29928
UNPAID BALANCE: 299,022.270 OPTION TO CONVERT : No
MONTHLY P&I: 2,633.98 ANNUAL RATE ADJUST: 0.000
LTV : 48.39490 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080020787 MORTGAGORS: ROTUNNO, JOHN
Rotunno, Debra
ROTUNNO, DEBORAH
ADDRESS : 10511 PENROSE STREET
MORTGAGE AMT: 298,000.00 CITY LOS ANGELES
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 91352
UNPAID BALANCE: 297,049.560 OPTION TO CONVERT : No
MONTHLY P&I: 2,657.73 ANNUAL RATE ADJUST: 0.000
LTV : 74.50000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080020860 MORTGAGORS: HEYDENRYCH, PETER
Heydennyah, Helena
HEYDENRYCH, HELENA
ADDRESS : 22612 SACEDON
MORTGAGE AMT: 345,000.00 CITY MISSION VIE
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 92691
UNPAID BALANCE: 343,911.540 OPTION TO CONVERT : No
MONTHLY P&I: 3,100.96 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080021967 MORTGAGORS: CRISTELLI, PAUL
FORNARO, JENNIFER
ADDRESS : 577 MONTGOMERY ROAD
MORTGAGE AMT: 275,000.00 CITY NESHANIC ST
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 NJ 08853
UNPAID BALANCE: 274,094.030 OPTION TO CONVERT : No
MONTHLY P&I: 2,395.55 ANNUAL RATE ADJUST: 0.000
LTV : 54.45545 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080022031 MORTGAGORS: ZUANIC, ZORAN
ZUANIC, IRENA
ADDRESS : 6 STALLION ROAD
MORTGAGE AMT: 360,000.00 CITY RANCHO PALO
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 CA 90275
UNPAID BALANCE: 358,876.500 OPTION TO CONVERT : No
MONTHLY P&I: 3,261.00 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080022437 MORTGAGORS: SURGENT, JOHN
ADDRESS : RR 7 BOX 519
MORTGAGE AMT: 562,500.00 CITY TALLAHASSEE
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 FL 32308
UNPAID BALANCE: 551,229.710 OPTION TO CONVERT : No
MONTHLY P&I: 4,899.98 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 11/01/13
RATE:
08
--------------------------------------------------------------------------------
LN # 0080022759 MORTGAGORS: ANSELL, PHIL
BATTIGALLI, SILVIA
ADDRESS : 4234 BALDWIN AVENUE
MORTGAGE AMT: 262,500.00 CITY CULVER CITY
:\
STATE/ZIP :\
LIFETIME RATE : 6.25000 CA 90232
UNPAID BALANCE: 261,616.450 OPTION TO CONVERT : No
MONTHLY P&I: 2,250.74 ANNUAL RATE ADJUST: 0.000
LTV : 70.00000 OUTSIDE CONV DATE:
CURRENT INT 6.25000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080022932 MORTGAGORS: KAUFMAN, MELVIN
KAUFMAN, VIVIAN
ADDRESS : 747 CORAL RIDGE CIRCLE
MORTGAGE AMT: 158,000.00 CITY RODEO
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 CA 94572
UNPAID BALANCE: 157,506.910 OPTION TO CONVERT : No
MONTHLY P&I: 1,431.22 ANNUAL RATE ADJUST: 0.000
LTV : 94.61078 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080024946 MORTGAGORS: CHIRMAN, GUY
CHIRMAN, LARONDA
ADDRESS : 16421 WINFIELD AVENUE
MORTGAGE AMT: 262,000.00 CITY BAKERSFIELD
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 93312
UNPAID BALANCE: 261,164.380 OPTION TO CONVERT : No
MONTHLY P&I: 2,336.66 ANNUAL RATE ADJUST: 0.000
LTV : 74.85714 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080024979 MORTGAGORS: CHIRMAN, GUY
CHIRMAN, LARONDDA
ADDRESS : 1665 BURTON DRIVE
MORTGAGE AMT: 323,000.00 CITY CAMBRIA
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 CA 93428
UNPAID BALANCE: 322,002.910 OPTION TO CONVERT : No
MONTHLY P&I: 2,948.55 ANNUAL RATE ADJUST: 0.000
LTV : 71.77778 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080025257 MORTGAGORS: PATEL, PRAKASH
PATEL, KALPANA
ADDRESS : 1618 WEST OCEANFRONT
MORTGAGE AMT: 277,000.00 CITY NEWPORT BEA
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 CA 92663
UNPAID BALANCE: 276,135.540 OPTION TO CONVERT : No
MONTHLY P&I: 2,509.15 ANNUAL RATE ADJUST: 0.000
LTV : 36.20915 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080026370 MORTGAGORS: HOLT, TRACY
HOLT, CAROL
ADDRESS : 10120 SOUTH CHATTEL CIRCL
MORTGAGE AMT: 132,000.00 CITY SOUTH JORDA
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 UT 84095
UNPAID BALANCE: 132,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 1,195.70 ANNUAL RATE ADJUST: 0.000
LTV : 38.26087 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080027071 MORTGAGORS: PATEL, PRAKASHCHA
PATEL, KALPANA
ADDRESS : 1058 HOLIDAY DRIVE
MORTGAGE AMT: 400,000.00 CITY WEST COVINA
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 CA 91791
UNPAID BALANCE: 398,751.680 OPTION TO CONVERT : No
MONTHLY P&I: 3,623.32 ANNUAL RATE ADJUST: 0.000
LTV : 45.71429 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080027212 MORTGAGORS: TELLO, GABRIEL
TELLO, PATRICIA
ADDRESS : 4667 ADAGIO LANE
MORTGAGE AMT: 248,800.00 CITY CYPRESS
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 90630
UNPAID BALANCE: 248,015.040 OPTION TO CONVERT : No
MONTHLY P&I: 2,236.29 ANNUAL RATE ADJUST: 0.000
LTV : 49.76000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080032436 MORTGAGORS: BOLTE, JOHN
ADDRESS : 340 OLD BAILEY LANE
MORTGAGE AMT: 280,000.00 CITY THORNBURY
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 PA 19382
UNPAID BALANCE: 280,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,516.72 ANNUAL RATE ADJUST: 0.000
LTV : 50.45045 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080034671 MORTGAGORS: NAGAO, TORU
NAGAO, RUMI
ADDRESS : 1024 12TH STREET NO. 2
MORTGAGE AMT: 348,000.00 CITY SANTA MONIC
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 90403
UNPAID BALANCE: 348,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,127.93 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080034986 MORTGAGORS: FARRIS, DANIEL
FARRIS, SUZANNE
ADDRESS : 2476 PROSPECT DRIVE
MORTGAGE AMT: 622,500.00 CITY UPLAND
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 91784
UNPAID BALANCE: 622,500.000 OPTION TO CONVERT : No
MONTHLY P&I: 5,508.56 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080035215 MORTGAGORS: SABAHI, REZA
ADDRESS : 4201 VIA MARISOL
MORTGAGE AMT: 93,695.00 CITY LOS ANGELES
:\
STATE/ZIP :\
LIFETIME RATE : 6.37500 CA 90042
UNPAID BALANCE: 93,695.000 OPTION TO CONVERT : No
MONTHLY P&I: 809.76 ANNUAL RATE ADJUST: 0.000
LTV : 69.92164 OUTSIDE CONV DATE:
CURRENT INT 6.37500 MATURITY DATE: 05/01/14
RATE:
07
--------------------------------------------------------------------------------
LN # 0080036163 MORTGAGORS: CARUSO, THOMAS
CARUSO, CHERYL
ADDRESS : 122 RODEO DRIVE
MORTGAGE AMT: 304,000.00 CITY ARROYO GRAN
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 93420
UNPAID BALANCE: 304,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,732.44 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080036783 MORTGAGORS: RICHARDS, THOMAS
RICHARDS, CAROLYN
ADDRESS : 5558 BAY LANDING COURT
MORTGAGE AMT: 240,000.00 CITY INDIANAPOLIS
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 IN 46254
UNPAID BALANCE: 238,464.750 OPTION TO CONVERT : No
MONTHLY P&I: 2,140.45 ANNUAL RATE ADJUST: 0.000
LTV : 51.06000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080036791 MORTGAGORS: KUNTZ, JOSEPH
ADDRESS : 5838 OLD BRIDGE AVENUE NW
MORTGAGE AMT: 225,000.00 CITY MASSILLON
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 OH 44646
UNPAID BALANCE: 222,064.710 OPTION TO CONVERT : No
MONTHLY P&I: 1,991.05 ANNUAL RATE ADJUST: 0.000
LTV : 64.29000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 01/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080036809 MORTGAGORS: LEHMILLER, DAVID
LEHMILLER, NANCY
ADDRESS : 18173 HWY. 326 NORTH
MORTGAGE AMT: 326,000.00 CITY SOUR LAKE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 TX 77659
UNPAID BALANCE: 323,891.930 OPTION TO CONVERT : No
MONTHLY P&I: 2,884.80 ANNUAL RATE ADJUST: 0.000
LTV : 76.71000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080036825 MORTGAGORS: BRODERICK, FRANK
BRODERICK, SANDRA
ADDRESS : 10898 E. BUTHERUS DRIVE
MORTGAGE AMT: 288,000.00 CITY SCOTTSDALE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 AZ 85255
UNPAID BALANCE: 285,198.720 OPTION TO CONVERT : No
MONTHLY P&I: 2,548.54 ANNUAL RATE ADJUST: 0.000
LTV : 79.87000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080036833 MORTGAGORS: ONEL, AYDIN
ONEL, RENGIN
ADDRESS : 105 Island Drive
MORTGAGE AMT: 292,000.00 CITY SLIDELL
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 LA 70458
UNPAID BALANCE: 290,111.820 OPTION TO CONVERT : No
MONTHLY P&I: 2,583.94 ANNUAL RATE ADJUST: 0.000
LTV : 53.09000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080036841 MORTGAGORS: COLE, JAMES
Malin Cole, Jennifer
M COLE, JENNIFER
ADDRESS : 150 N. Emily Circle
MORTGAGE AMT: 324,000.00 CITY LAFAYETTE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 LA 70508
UNPAID BALANCE: 321,904.900 OPTION TO CONVERT : No
MONTHLY P&I: 2,867.11 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080036858 MORTGAGORS: KOHNKE, EDWARD
ADDRESS : 302 Bella Drive
MORTGAGE AMT: 435,000.00 CITY METAIRIE
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 LA 70005
UNPAID BALANCE: 432,247.170 OPTION TO CONVERT : No
MONTHLY P&I: 3,909.90 ANNUAL RATE ADJUST: 0.000
LTV : 67.23000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080036866 MORTGAGORS: DAY, JEPTHA
DAY, JOYCE
ADDRESS : 19022 Beaconwoods Drive
MORTGAGE AMT: 310,000.00 CITY BATON ROUGE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 LA 70817
UNPAID BALANCE: 307,995.440 OPTION TO CONVERT : No
MONTHLY P&I: 2,743.22 ANNUAL RATE ADJUST: 0.000
LTV : 66.67000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080036874 MORTGAGORS: MARTINEZ, MICHAEL
MARTINEZ, LENORE
ADDRESS : 9631 CARRIAGE ROAD
MORTGAGE AMT: 319,000.00 CITY KENSINGTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 MD 20895
UNPAID BALANCE: 315,755.260 OPTION TO CONVERT : No
MONTHLY P&I: 2,822.86 ANNUAL RATE ADJUST: 0.000
LTV : 77.80000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 02/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080036882 MORTGAGORS: REDD, JACK
REDD, ERMA
ADDRESS : 2255 N. Tuweap, #19
MORTGAGE AMT: 274,450.00 CITY ST GEORGE
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 UT 84770
UNPAID BALANCE: 273,584.120 OPTION TO CONVERT : No
MONTHLY P&I: 2,466.83 ANNUAL RATE ADJUST: 0.000
LTV : 79.99000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080036890 MORTGAGORS: PONTERI, JOSEPH
PONTERI, SUSAN
ADDRESS : 3909 CENTRAL AVE
MORTGAGE AMT: 337,000.00 CITY WESTERN SPRINGS
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 IL 60558
UNPAID BALANCE: 334,820.840 OPTION TO CONVERT : No
MONTHLY P&I: 2,982.14 ANNUAL RATE ADJUST: 0.000
LTV : 66.08000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080036908 MORTGAGORS: HUGUS, JOHN
HUGUS, ERIN
ADDRESS : 3800 W. WAUSAU AVENUE
MORTGAGE AMT: 380,000.00 CITY WAUSAU
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 WI 54401
UNPAID BALANCE: 378,774.840 OPTION TO CONVERT : No
MONTHLY P&I: 3,362.66 ANNUAL RATE ADJUST: 0.000
LTV : 78.51000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080036924 MORTGAGORS: ST. LAURENT,, GERARD
ST LAURENT, CYNTHIA
ADDRESS : 31 RIDGEWOOD ROAD
MORTGAGE AMT: 372,000.00 CITY WOODBURY
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CT 06798
UNPAID BALANCE: 369,594.480 OPTION TO CONVERT : No
MONTHLY P&I: 3,291.86 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080036932 MORTGAGORS: GIBBS, WILLIAM
GIBBS, CYNTHIA
GIBBS, CINDY
ADDRESS : 16 BLACKBERRY LANE
MORTGAGE AMT: 293,000.00 CITY SEARCY
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 AR 72143
UNPAID BALANCE: 291,105.320 OPTION TO CONVERT : No
MONTHLY P&I: 2,592.78 ANNUAL RATE ADJUST: 0.000
LTV : 74.74000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080036957 MORTGAGORS: MCNAMER, MARTIN
MCNAMER, NANCY
ADDRESS : 1199 HUNTERS RIDGE
MORTGAGE AMT: 480,000.00 CITY DUBUQUE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 IA 52003
UNPAID BALANCE: 476,393.340 OPTION TO CONVERT : No
MONTHLY P&I: 4,247.57 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080036999 MORTGAGORS: CHOHAN, ASIM
NAZIR, SAADIA
CHOHAN, NAZIR
ADDRESS : 13815 LOST CREEK DRIVE
MORTGAGE AMT: 407,000.00 CITY OKLAHOMA CITY
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 OK 73013
UNPAID BALANCE: 403,083.400 OPTION TO CONVERT : No
MONTHLY P&I: 3,629.85 ANNUAL RATE ADJUST: 0.000
LTV : 72.68000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 02/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080037021 MORTGAGORS: LEHMAN, EDGAR
LEHMAN, SONJA
ADDRESS : 10862 SOUTH VIDA DRIVE
MORTGAGE AMT: 311,000.00 CITY VILLA PARK
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 92861
UNPAID BALANCE: 308,988.970 OPTION TO CONVERT : No
MONTHLY P&I: 2,752.07 ANNUAL RATE ADJUST: 0.000
LTV : 69.11000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080037039 MORTGAGORS: CROSS, CHRISTOPHER
SIMONEAUX CROSS, DANI
ADDRESS : 74 RIVER BLUFF DRIVE
MORTGAGE AMT: 348,925.00 CITY MADISONVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 LA 70447
UNPAID BALANCE: 344,386.960 OPTION TO CONVERT : No
MONTHLY P&I: 3,087.67 ANNUAL RATE ADJUST: 0.000
LTV : 75.85000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 01/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080037047 MORTGAGORS: REN DEE, JAMES
DEE, WEN
ADDRESS : 573 LOWER VINTNERS CIRCLE
MORTGAGE AMT: 300,000.00 CITY FREEMONT
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 94539
UNPAID BALANCE: 298,060.100 OPTION TO CONVERT : No
MONTHLY P&I: 2,654.73 ANNUAL RATE ADJUST: 0.000
LTV : 35.29000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080037054 MORTGAGORS: WAHL, JOHN
WAHL, MARIANNE
ADDRESS : 2801 BRITTANY COURT
MORTGAGE AMT: 273,000.00 CITY ST CHARLES
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 IL 60175
UNPAID BALANCE: 271,033.560 OPTION TO CONVERT : No
MONTHLY P&I: 2,415.80 ANNUAL RATE ADJUST: 0.000
LTV : 72.80000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080037070 MORTGAGORS: EDWARDS, CARL
EDWARDS, STACEY
ADDRESS : 3511 SPY GLASS
MORTGAGE AMT: 358,000.00 CITY JONESBORO
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 AR 72404
UNPAID BALANCE: 355,685.050 OPTION TO CONVERT : No
MONTHLY P&I: 3,167.98 ANNUAL RATE ADJUST: 0.000
LTV : 78.68000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080037088 MORTGAGORS: GREGORY REED, JOHN
REED, TERI
ADDRESS : 1326 RAINBOW RIDGE LANE
MORTGAGE AMT: 345,000.00 CITY ENCINITAS
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 92024
UNPAID BALANCE: 343,899.660 OPTION TO CONVERT : No
MONTHLY P&I: 3,076.90 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080037096 MORTGAGORS: JARDNO, DIANNE
ADDRESS : 2511 SESAME STREET
MORTGAGE AMT: 273,200.00 CITY SARASOTA
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 FL 34231
UNPAID BALANCE: 271,452.330 OPTION TO CONVERT : No
MONTHLY P&I: 2,436.55 ANNUAL RATE ADJUST: 0.000
LTV : 45.53000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080037104 MORTGAGORS: CANNARELLA, JOHN
CANNARELLA, ROSALIE
ADDRESS : 5164 REYNOLDS AVENUE
MORTGAGE AMT: 420,000.00 CITY WAUNAKEE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 WI 53597
UNPAID BALANCE: 417,313.290 OPTION TO CONVERT : No
MONTHLY P&I: 3,745.79 ANNUAL RATE ADJUST: 0.000
LTV : 42.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080037120 MORTGAGORS: WEISHEIT, RICHARD
WEISHEIT, LYNETTE
ADDRESS : 6327 RIVERIEW LANE
MORTGAGE AMT: 386,900.00 CITY DALLAS
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 TX 75248
UNPAID BALANCE: 383,136.690 OPTION TO CONVERT : No
MONTHLY P&I: 3,423.71 ANNUAL RATE ADJUST: 0.000
LTV : 75.86000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 02/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080037138 MORTGAGORS: WICK, LORI
ADDRESS : 8621 MOUNTAIN DRIVE
MORTGAGE AMT: 260,600.00 CITY SALADO
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 TX 76571
UNPAID BALANCE: 257,738.700 OPTION TO CONVERT : No
MONTHLY P&I: 2,324.17 ANNUAL RATE ADJUST: 0.000
LTV : 84.06000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 02/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080037146 MORTGAGORS: WINKLER, JORGE
WINKLER, ANNA
ADDRESS : 7767 BEAR CLAW LANE
MORTGAGE AMT: 400,000.00 CITY BOZEMAN
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 MT 59715
UNPAID BALANCE: 396,351.880 OPTION TO CONVERT : No
MONTHLY P&I: 3,484.43 ANNUAL RATE ADJUST: 0.000
LTV : 54.05000 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080037153 MORTGAGORS: MARSHALL, PAUL
MARSHALL, AMY
ADDRESS : 496 ELLIOT ROAD
MORTGAGE AMT: 300,000.00 CITY CENTERVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 6.25000 MA 02632
UNPAID BALANCE: 298,990.230 OPTION TO CONVERT : No
MONTHLY P&I: 2,572.27 ANNUAL RATE ADJUST: 0.000
LTV : 57.47000 OUTSIDE CONV DATE:
CURRENT INT 6.25000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080037179 MORTGAGORS: PRUCHNO, CHARLES
WILLING, MARCIA
ADDRESS : 3004 FOREST GATE CIRCLE N
MORTGAGE AMT: 337,500.00 CITY IOWA CITY
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 IA 52240
UNPAID BALANCE: 336,435.200 OPTION TO CONVERT : No
MONTHLY P&I: 3,033.55 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080037195 MORTGAGORS: GOOLSBY, CLIFTON
GOOLSBY, JOYCE
ADDRESS : 9465 HUNTCLIFF TRACE
MORTGAGE AMT: 345,800.00 CITY ATLANTA
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 GA 30350
UNPAID BALANCE: 343,563.930 OPTION TO CONVERT : No
MONTHLY P&I: 3,060.02 ANNUAL RATE ADJUST: 0.000
LTV : 74.37000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080037203 MORTGAGORS: CARMODY, THOMAS
CARMODY, ANN
CARMODY, RENEE
ADDRESS : 8 SUMMIT AVENUE
MORTGAGE AMT: 300,000.00 CITY HULL
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 MA 02045
UNPAID BALANCE: 298,054.520 OPTION TO CONVERT : No
MONTHLY P&I: 2,654.73 ANNUAL RATE ADJUST: 0.000
LTV : 65.79000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080037229 MORTGAGORS: CAMPBELL, FREDERICK
SULLIVAN, NANCY
ADDRESS : 8 BUBBLING BROOK ROAD
MORTGAGE AMT: 290,000.00 CITY WALPOLE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MA 02081
UNPAID BALANCE: 289,075.080 OPTION TO CONVERT : No
MONTHLY P&I: 2,586.38 ANNUAL RATE ADJUST: 0.000
LTV : 53.70000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080038037 MORTGAGORS: SAMBUCCI, JOSEPH
SAMBUCCI, SUSAN
ADDRESS : 1389 NOTRE DAME DR
MORTGAGE AMT: 293,000.00 CITY LEMONT
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 IL 60439
UNPAID BALANCE: 288,223.290 OPTION TO CONVERT : No
MONTHLY P&I: 2,592.78 ANNUAL RATE ADJUST: 0.000
LTV : 68.94118 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 12/01/13
RATE:
08
--------------------------------------------------------------------------------
LN # 0080038045 MORTGAGORS: DRUMHELLER, DAN
DRUMHELLER, PAMELA
ADDRESS : 12301 BEALL SPRING ROAD
MORTGAGE AMT: 500,000.00 CITY POTOMAC
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 MD 20854
UNPAID BALANCE: 496,731.900 OPTION TO CONVERT : No
MONTHLY P&I: 4,389.97 ANNUAL RATE ADJUST: 0.000
LTV : 71.94245 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080038052 MORTGAGORS: HANSEN, STEVE
FORBES, ELIZABETH
ADDRESS : 1408 EDGEWOOD
MORTGAGE AMT: 302,000.00 CITY WINNETKA
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 IL 60093
UNPAID BALANCE: 296,941.390 OPTION TO CONVERT : No
MONTHLY P&I: 2,672.43 ANNUAL RATE ADJUST: 0.000
LTV : 74.20147 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 12/01/13
RATE:
08
--------------------------------------------------------------------------------
LN # 0080038060 MORTGAGORS: LONDON, DEBRA
GOLDBAS, MERVYN
ADDRESS : 415 OLD IRON HILL ROAD
MORTGAGE AMT: 500,000.00 CITY NEW BRITAIN
:\
STATE/ZIP :\
LIFETIME RATE : 6.00000 PA 18901
UNPAID BALANCE: 489,554.510 OPTION TO CONVERT : No
MONTHLY P&I: 4,219.28 ANNUAL RATE ADJUST: 0.000
LTV : 75.75758 OUTSIDE CONV DATE:
CURRENT INT 6.00000 MATURITY DATE: 11/01/13
RATE:
08
--------------------------------------------------------------------------------
LN # 0080038078 MORTGAGORS: BRESSI, JOSEPH
BRESSI, SANDRA
ADDRESS : 3322 KNOLLS PKWY
MORTGAGE AMT: 312,000.00 CITY IJAMSVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 MD 21754
UNPAID BALANCE: 305,814.140 OPTION TO CONVERT : No
MONTHLY P&I: 2,739.34 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 11/01/13
RATE:
08
--------------------------------------------------------------------------------
LN # 0080038086 MORTGAGORS: BALIS, STANLEY
BALIS, SHELLEY
ADDRESS : 10816 WILLOW RUN COURT
MORTGAGE AMT: 311,600.00 CITY POTOMAC
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MD 20854
UNPAID BALANCE: 307,964.230 OPTION TO CONVERT : No
MONTHLY P&I: 3,597.90 ANNUAL RATE ADJUST: 0.000
LTV : 56.65455 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 03/01/09
RATE:
11
--------------------------------------------------------------------------------
LN # 0080038128 MORTGAGORS: LUO, ERIC
LUO, ANNA
ADDRESS : 10319 YEARLING DRIVE
MORTGAGE AMT: 298,700.00 CITY ROCKVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 MD 20850
UNPAID BALANCE: 295,856.330 OPTION TO CONVERT : No
MONTHLY P&I: 2,684.80 ANNUAL RATE ADJUST: 0.000
LTV : 79.87000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 02/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080038136 MORTGAGORS: LINDHOLM, TAGE
LINDHOLM, HILLEVI
ADDRESS : 952 SPRUCE ST.
MORTGAGE AMT: 354,000.00 CITY WINNETKA
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 IL 60093
UNPAID BALANCE: 351,735.470 OPTION TO CONVERT : No
MONTHLY P&I: 3,157.16 ANNUAL RATE ADJUST: 0.000
LTV : 76.62338 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080038144 MORTGAGORS: WALSH, DANIEL
WALSH, NANCY
ADDRESS : 231 N. WASHINGTON AVENUE
MORTGAGE AMT: 257,500.00 CITY PARK RIDGE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 IL 60068
UNPAID BALANCE: 255,834.930 OPTION TO CONVERT : No
MONTHLY P&I: 2,278.64 ANNUAL RATE ADJUST: 0.000
LTV : 73.15341 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080038177 MORTGAGORS: MAY, RICHARD
MAY, JACQUELINE
ADDRESS : 963 MAGOTHY AVENUE
MORTGAGE AMT: 457,000.00 CITY ARNOLD
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 MD 21012
UNPAID BALANCE: 453,980.760 OPTION TO CONVERT : No
MONTHLY P&I: 3,980.96 ANNUAL RATE ADJUST: 0.000
LTV : 61.75676 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080038292 MORTGAGORS: TALLEY, ANDREW
TALLEY, ROXANNE
ADDRESS : 21221 HILLSIDE LANE
MORTGAGE AMT: 414,400.00 CITY HUNTINGTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 92646
UNPAID BALANCE: 413,078.330 OPTION TO CONVERT : No
MONTHLY P&I: 3,695.84 ANNUAL RATE ADJUST: 0.000
LTV : 63.75385 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080040108 MORTGAGORS: ROBLES, GRACE
Robles, Grace
CASTILLO, JUANITA
ADDRESS : 368 CURTIS AVENUE
MORTGAGE AMT: 119,700.00 CITY FOWLER
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 CA 93625
UNPAID BALANCE: 119,700.000 OPTION TO CONVERT : No
MONTHLY P&I: 1,092.70 ANNUAL RATE ADJUST: 0.000
LTV : 95.00000 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080041684 MORTGAGORS: HULL, SAMUEL
Hull, Barbara
HULL, BARBARA
ADDRESS : 3570 SHALLOW CREEK ROAD
MORTGAGE AMT: 254,400.00 CITY LOOMIS
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 CA 95650
UNPAID BALANCE: 253,623.210 OPTION TO CONVERT : No
MONTHLY P&I: 2,340.29 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080043433 MORTGAGORS: BRADY, THOMAS
BRADY, GALYNN
ADDRESS : 317 PORTOLA DRIVE
MORTGAGE AMT: 441,000.00 CITY SAN MATEO
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 94403
UNPAID BALANCE: 432,529.320 OPTION TO CONVERT : No
MONTHLY P&I: 3,963.83 ANNUAL RATE ADJUST: 0.000
LTV : 67.84615 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 11/01/13
RATE:
08
--------------------------------------------------------------------------------
LN # 0080043557 MORTGAGORS: HALL, CHARLES
HALL, ANICETA
ADDRESS : 1010 SYCUAN SUMMIT DRIVE
MORTGAGE AMT: 339,000.00 CITY EL CAJON
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 92020
UNPAID BALANCE: 339,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,999.84 ANNUAL RATE ADJUST: 0.000
LTV : 77.22096 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080043839 MORTGAGORS: MAKARENKO, IGOR
MAKARENKO, OLIVIA
ADDRESS : 3586 COUR DU VIN
MORTGAGE AMT: 340,000.00 CITY SAN JOSE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 95148
UNPAID BALANCE: 340,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,008.70 ANNUAL RATE ADJUST: 0.000
LTV : 69.38776 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080044928 MORTGAGORS: ESLAMI, KEYVAN
ADDRESS : 705 SOUTH OAK KNOLL AVENU
MORTGAGE AMT: 343,000.00 CITY PASADENA
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 91106
UNPAID BALANCE: 343,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,059.07 ANNUAL RATE ADJUST: 0.000
LTV : 55.32258 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080044985 MORTGAGORS: SCOLLARD, MICHAEL
SCOLLARD, LUCILLE
ADDRESS : 484 VERMONT AVENUE
MORTGAGE AMT: 320,000.00 CITY BERKELEY
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 CA 94707
UNPAID BALANCE: 320,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,809.59 ANNUAL RATE ADJUST: 0.000
LTV : 67.36842 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080045339 MORTGAGORS: MEDINA, SHARON
ADDRESS : 17057 NW 23 STREET
MORTGAGE AMT: 86,700.00 CITY PEMBROKE PI
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 FL 33028
UNPAID BALANCE: 86,168.900 OPTION TO CONVERT : No
MONTHLY P&I: 797.58 ANNUAL RATE ADJUST: 0.000
LTV : 72.13579 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 03/01/14
RATE:
52
--------------------------------------------------------------------------------
LN # 0080045347 MORTGAGORS: MAO, KATHERINE
ADDRESS : 8802 GULFVIEW DRIVE
MORTGAGE AMT: 141,000.00 CITY ROWLETT
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 TX 75088
UNPAID BALANCE: 140,088.240 OPTION TO CONVERT : No
MONTHLY P&I: 1,247.73 ANNUAL RATE ADJUST: 0.000
LTV : 79.99818 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
52
--------------------------------------------------------------------------------
LN # 0080046097 MORTGAGORS: MAHDIAN, JAN
MAHDIAN, HOMA
ADDRESS : 324 SOUTH ROYAL RIDGE DRI
MORTGAGE AMT: 307,000.00 CITY ANAHEIM
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 CA 92807
UNPAID BALANCE: 307,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,780.91 ANNUAL RATE ADJUST: 0.000
LTV : 61.40000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080046220 MORTGAGORS: MARTIN, JONATHAN
MARTIN, ANNA
ADDRESS : 12033 NORTH ORGAN PIPE CI
MORTGAGE AMT: 499,000.00 CITY FOUNTAIN HI
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 AZ 85268
UNPAID BALANCE: 499,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 4,381.19 ANNUAL RATE ADJUST: 0.000
LTV : 73.92593 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080047384 MORTGAGORS: TRAN, HAI
TRAN, HUE
ADDRESS : 1102 EAST CARTAGENA DRIVE
MORTGAGE AMT: 170,000.00 CITY LONG BEACH
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 CA 90807
UNPAID BALANCE: 169,445.950 OPTION TO CONVERT : No
MONTHLY P&I: 1,492.59 ANNUAL RATE ADJUST: 0.000
LTV : 52.55023 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080047467 MORTGAGORS: CHARCHOUR, ADNANE
ADDRESS : 185 HARRISON STREET
MORTGAGE AMT: 332,500.00 CITY LEONIA
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 NJ 07605
UNPAID BALANCE: 331,439.530 OPTION TO CONVERT : No
MONTHLY P&I: 2,965.42 ANNUAL RATE ADJUST: 0.000
LTV : 79.92788 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080052475 MORTGAGORS: ONO, DIANA
ADDRESS : 4257 DOGWOOD AVENUE
MORTGAGE AMT: 241,437.00 CITY SEAL BEACH
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 CA 90740
UNPAID BALANCE: 241,437.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,119.80 ANNUAL RATE ADJUST: 0.000
LTV : 53.77216 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 05/01/14
RATE:
02
--------------------------------------------------------------------------------
LN # 0080055023 MORTGAGORS: ARAGHI, NASSER
ARAGHI, MARYAM
ADDRESS : 29422 CLIPPER WAY
MORTGAGE AMT: 289,000.00 CITY LAGUNA NIGU
:\
STATE/ZIP :\
LIFETIME RATE : 6.12500 CA 92677
UNPAID BALANCE: 289,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,458.31 ANNUAL RATE ADJUST: 0.000
LTV : 57.80000 OUTSIDE CONV DATE:
CURRENT INT 6.12500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080055510 MORTGAGORS: LEE, DAR SHYANG
CHEN, SHIANG LIN
ADDRESS : 32533 CARMEL WAY
MORTGAGE AMT: 317,400.00 CITY UNION CITY
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 94587
UNPAID BALANCE: 317,400.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,830.75 ANNUAL RATE ADJUST: 0.000
LTV : 79.99214 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080055841 MORTGAGORS: wICHA, PAUL
JENKINS, JENNIFER
ADDRESS : 2570 FAIRWAY VILLAGE DRIV
MORTGAGE AMT: 335,000.00 CITY PARK CITY
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 UT 84060
UNPAID BALANCE: 335,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,918.21 ANNUAL RATE ADJUST: 0.000
LTV : 67.67677 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080058878 MORTGAGORS: DHALIWAL, SAKUNDER
DHALIWAL, GURDEV
ADDRESS : 19963 SUNSET VISTA
MORTGAGE AMT: 255,000.00 CITY WALNUT
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 91789
UNPAID BALANCE: 255,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,256.52 ANNUAL RATE ADJUST: 0.000
LTV : 61.89320 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080059025 MORTGAGORS: WU, CECELIA
SAWADA, SAMUEL
ADDRESS : 11504 RIDGE MIST TERRACE
MORTGAGE AMT: 375,000.00 CITY POTOMAC
:\
STATE/ZIP :\
LIFETIME RATE : 6.25000 MD 20854
UNPAID BALANCE: 375,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,215.34 ANNUAL RATE ADJUST: 0.000
LTV : 68.80734 OUTSIDE CONV DATE:
CURRENT INT 6.25000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080061468 MORTGAGORS: REICHMAN, VICTOR
ADDRESS : 465 HACIENDA DRIVE
MORTGAGE AMT: 299,000.00 CITY PALMDALE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 93551
UNPAID BALANCE: 299,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,666.65 ANNUAL RATE ADJUST: 0.000
LTV : 62.94737 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080061633 MORTGAGORS: STRUMWASSER, MARK
STRUMWASSER, TRUDIE
ADDRESS : 7501 LILLA PLACE
MORTGAGE AMT: 275,000.00 CITY WEST HILLS
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 CA 91304
UNPAID BALANCE: 275,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,414.48 ANNUAL RATE ADJUST: 0.000
LTV : 70.51282 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080063878 MORTGAGORS: ROBERTS, JOHN
ROBERTS, PATTI
ADDRESS : 9481 TRAILBLAZER WAY
MORTGAGE AMT: 260,000.00 CITY GILROY
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 CA 95020
UNPAID BALANCE: 259,070.820 OPTION TO CONVERT : No
MONTHLY P&I: 2,355.17 ANNUAL RATE ADJUST: 0.000
LTV : 73.86364 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 04/01/14
RATE:
52
--------------------------------------------------------------------------------
LN # 0080064082 MORTGAGORS: FORREST, WILLIAM
ADDRESS : 2868 SOUTH TIOGA WAY
MORTGAGE AMT: 581,250.00 CITY LAS VEGAS
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 NV 89117
UNPAID BALANCE: 579,475.210 OPTION TO CONVERT : No
MONTHLY P&I: 5,347.06 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 04/01/14
RATE:
52
--------------------------------------------------------------------------------
LN # 0080064207 MORTGAGORS: BLECHMAN, DAN
ADDRESS : 4174 LANAI ROAD
MORTGAGE AMT: 288,750.00 CITY ENCINO
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 91436
UNPAID BALANCE: 282,260.340 OPTION TO CONVERT : No
MONTHLY P&I: 2,595.37 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 10/01/13
RATE:
52
--------------------------------------------------------------------------------
LN # 0080064330 MORTGAGORS: WU, ALEX
WU, ANN
ADDRESS : 3040 STREET OF THE CHIMES
MORTGAGE AMT: 455,000.00 CITY CHINO HILLS
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 91709
UNPAID BALANCE: 453,564.500 OPTION TO CONVERT : No
MONTHLY P&I: 4,089.67 ANNUAL RATE ADJUST: 0.000
LTV : 79.96668 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
52
--------------------------------------------------------------------------------
LN # 0080064348 MORTGAGORS: WAHBEH, EMILE
ADDRESS : 7643 PINEVILLE CIRCLE
MORTGAGE AMT: 319,200.00 CITY CASTRO VALL
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 94552
UNPAID BALANCE: 318,170.860 OPTION TO CONVERT : No
MONTHLY P&I: 2,824.64 ANNUAL RATE ADJUST: 0.000
LTV : 68.64516 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
52
--------------------------------------------------------------------------------
LN # 0080064371 MORTGAGORS: CHANG, JAMES
CHANG, QUINNIE
ADDRESS : 46 VIA MALONA
MORTGAGE AMT: 500,000.00 CITY RANCHO PALO
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 90275
UNPAID BALANCE: 494,326.090 OPTION TO CONVERT : No
MONTHLY P&I: 4,424.55 ANNUAL RATE ADJUST: 0.000
LTV : 55.55556 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
52
--------------------------------------------------------------------------------
LN # 0080064868 MORTGAGORS: LI, WEI
CHEN, MEI
ADDRESS : 615 WEST HARTWELL COURT
MORTGAGE AMT: 336,550.00 CITY ALTADENA
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 CA 91001
UNPAID BALANCE: 335,453.150 OPTION TO CONVERT : No
MONTHLY P&I: 2,954.89 ANNUAL RATE ADJUST: 0.000
LTV : 79.99059 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080065493 MORTGAGORS: DAHLAN, AMNAJ
SATAYOTHIN, PORNTHIP
ADDRESS : 8302 DRACAENA DRIVE
MORTGAGE AMT: 136,000.00 CITY BUENA PARK
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 90620
UNPAID BALANCE: 136,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 1,222.41 ANNUAL RATE ADJUST: 0.000
LTV : 68.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080065550 MORTGAGORS: KOTKIN, MICHAEL
KOTKIN, LORI
ADDRESS : 10 CREEK RIDGE RD
MORTGAGE AMT: 399,900.00 CITY BAYVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 7.50000 NY 11709
UNPAID BALANCE: 398,692.250 OPTION TO CONVERT : No
MONTHLY P&I: 3,707.13 ANNUAL RATE ADJUST: 0.000
LTV : 74.05556 OUTSIDE CONV DATE:
CURRENT INT 7.50000 MATURITY DATE: 04/01/14
RATE:
52
--------------------------------------------------------------------------------
LN # 0080065832 MORTGAGORS: DURKEE, JONATHAN
Durkee, Susan
ADDRESS : 17 Durham Drive
MORTGAGE AMT: 340,000.00 CITY Lynnfield
:\
STATE/ZIP :\
LIFETIME RATE : 6.25000 MA 01940
UNPAID BALANCE: 338,855.600 OPTION TO CONVERT : No
MONTHLY P&I: 2,915.24 ANNUAL RATE ADJUST: 0.000
LTV : 62.39000 OUTSIDE CONV DATE:
CURRENT INT 6.25000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080065865 MORTGAGORS: BALTZ, CURTIS
BALTZ, KATHRYN
ADDRESS : 2560 E. SHADY LANE
MORTGAGE AMT: 345,750.00 CITY Neenah
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 WI 54956
UNPAID BALANCE: 343,538.250 OPTION TO CONVERT : No
MONTHLY P&I: 3,083.59 ANNUAL RATE ADJUST: 0.000
LTV : 72.03000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066293 MORTGAGORS: YONGE, HOWARD
YONGE, AMELIA
YONGE, AMELIE
ADDRESS : 18 LAKESIDE DRIVE
MORTGAGE AMT: 421,500.00 CITY PENSACOLA
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 FL 32507
UNPAID BALANCE: 409,792.500 OPTION TO CONVERT : No
MONTHLY P&I: 3,729.89 ANNUAL RATE ADJUST: 0.000
LTV : 64.84615 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 12/01/13
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066301 MORTGAGORS: NOVAKOVIC, MICHAEL
NOVAKOVIC, PHEBE
ADDRESS : 960 TOWLSTON ROAD
MORTGAGE AMT: 456,000.00 CITY MCLEAN
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 VA 22102
UNPAID BALANCE: 425,873.900 OPTION TO CONVERT : No
MONTHLY P&I: 4,130.60 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 09/01/12
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066319 MORTGAGORS: CHAMPAGNE, GREGORY
CHAMPAGNE, ELIZABETH
ADDRESS : 134 WEST BAYOU PARKWAY
MORTGAGE AMT: 296,000.00 CITY LAFAYETTE
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 LA 70503
UNPAID BALANCE: 295,024.850 OPTION TO CONVERT : No
MONTHLY P&I: 2,578.48 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066327 MORTGAGORS: BALOGH, ATTILA
BALOGH, ENIKO
ADDRESS : LOT 31 BAYRIDGES DRIVE
MORTGAGE AMT: 292,580.00 CITY BENTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 LA 71006
UNPAID BALANCE: 288,734.080 OPTION TO CONVERT : No
MONTHLY P&I: 2,568.84 ANNUAL RATE ADJUST: 0.000
LTV : 94.99844 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 01/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066335 MORTGAGORS: MCHORNEY, RAYMOND
MCHORNEY, DEBORAH
ADDRESS : 4420 BRIGHTON MEWS
MORTGAGE AMT: 176,000.00 CITY SUFFOLK
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 VA 23435
UNPAID BALANCE: 175,437.040 OPTION TO CONVERT : No
MONTHLY P&I: 1,569.67 ANNUAL RATE ADJUST: 0.000
LTV : 94.62366 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066343 MORTGAGORS: YUKE, GARY
YUKE, CAROL
ADDRESS : 1926 CHATSWORTH LANE
MORTGAGE AMT: 248,000.00 CITY CARMICHAEL
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 95608
UNPAID BALANCE: 247,209.030 OPTION TO CONVERT : No
MONTHLY P&I: 2,211.80 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066350 MORTGAGORS: WISE, JOHN
WISE, CAROL
ADDRESS : 1815 FOREST GROVE LANE
MORTGAGE AMT: 616,000.00 CITY LUCAS
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 TX 75002
UNPAID BALANCE: 613,970.640 OPTION TO CONVERT : No
MONTHLY P&I: 5,366.03 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066368 MORTGAGORS: WIGHT, JAMES
WIGHT, CYNTHIA
ADDRESS : 14906 ZANZIBAR LANE
MORTGAGE AMT: 81,000.00 CITY PFLUGERVILL
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 TX 78660
UNPAID BALANCE: 80,481.820 OPTION TO CONVERT : No
MONTHLY P&I: 722.41 ANNUAL RATE ADJUST: 0.000
LTV : 75.70093 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066376 MORTGAGORS: WIGHT, JAMES
R S WIGHT, CYNTHIA
ADDRESS : 13405 MOSCOW TRAIL
MORTGAGE AMT: 91,000.00 CITY AUSTIN
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 TX 78729
UNPAID BALANCE: 90,417.860 OPTION TO CONVERT : No
MONTHLY P&I: 811.59 ANNUAL RATE ADJUST: 0.000
LTV : 77.11864 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066384 MORTGAGORS: WEINER, MICHAEL
WEINER, WYNNE
ADDRESS : 8 WOODHILL ROAD
MORTGAGE AMT: 725,000.00 CITY TENAFLY
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 NJ 07670
UNPAID BALANCE: 725,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 6,465.95 ANNUAL RATE ADJUST: 0.000
LTV : 65.90909 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066392 MORTGAGORS: VISOKY, STEVEN
VISOKY, SUSAN
ADDRESS : 11 DEER RUN
MORTGAGE AMT: 375,000.00 CITY RYE BROOK
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 NY 10573
UNPAID BALANCE: 367,565.030 OPTION TO CONVERT : No
MONTHLY P&I: 3,292.48 ANNUAL RATE ADJUST: 0.000
LTV : 58.59375 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 11/01/13
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066400 MORTGAGORS: VERKERK, DARYL
VERKERK, PAULA
ADDRESS : 4333 MALLARD CREEK CIRCLE
MORTGAGE AMT: 143,200.00 CITY STOCKTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 95207
UNPAID BALANCE: 142,705.500 OPTION TO CONVERT : No
MONTHLY P&I: 1,267.20 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066418 MORTGAGORS: VAZZANA, THOMAS
VAZZANA, KATHLEEN
ADDRESS : 226 LAWRENCE AVENUE
MORTGAGE AMT: 340,000.00 CITY STATEN ISLA
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 NY 10310
UNPAID BALANCE: 337,661.420 OPTION TO CONVERT : No
MONTHLY P&I: 3,056.02 ANNUAL RATE ADJUST: 0.000
LTV : 61.81818 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066426 MORTGAGORS: VAUGHAN, PAUL
VAUGHAN, STACEY
ADDRESS : 4309 WESTWAY AVENUE
MORTGAGE AMT: 590,000.00 CITY DALLAS
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 TX 75205
UNPAID BALANCE: 583,068.800 OPTION TO CONVERT : No
MONTHLY P&I: 6,774.63 ANNUAL RATE ADJUST: 0.000
LTV : 42.75362 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/09
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066434 MORTGAGORS: TANG, JOW LIN
TANG, YAO YING
ADDRESS : 524 GREEN ACRE DRIVE
MORTGAGE AMT: 588,000.00 CITY FULLERTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 CA 92835
UNPAID BALANCE: 582,219.120 OPTION TO CONVERT : No
MONTHLY P&I: 5,162.61 ANNUAL RATE ADJUST: 0.000
LTV : 73.50000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 02/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066442 MORTGAGORS: SYMONDS, FRANK
SYMONDS, LISA
ADDRESS : 119 FERNWOOD DRIVE
MORTGAGE AMT: 343,000.00 CITY SAN RAFAEL
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 94901
UNPAID BALANCE: 341,894.140 OPTION TO CONVERT : No
MONTHLY P&I: 3,035.24 ANNUAL RATE ADJUST: 0.000
LTV : 59.13793 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066459 MORTGAGORS: STANLEY, ARTHUR
CHABOT STANL, MARY
ADDRESS : 1574 PLACID COURT
MORTGAGE AMT: 304,000.00 CITY SIMI VALLEY
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 CA 93065
UNPAID BALANCE: 303,009.220 OPTION TO CONVERT : No
MONTHLY P&I: 2,669.11 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066467 MORTGAGORS: SMITH, RICKEY
SMITH, REBECCA
ADDRESS : 6422 CABLE COURT
MORTGAGE AMT: 131,000.00 CITY ORANGEVALE
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 CA 95662
UNPAID BALANCE: 127,932.410 OPTION TO CONVERT : No
MONTHLY P&I: 1,141.16 ANNUAL RATE ADJUST: 0.000
LTV : 58.22222 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066475 MORTGAGORS: SKOFF, HILLEL
SKOFF, ROBERTA
ADDRESS : 28 BUCKMINSTER ROAD
MORTGAGE AMT: 408,000.00 CITY BROOKLINE
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 MA 02146
UNPAID BALANCE: 405,418.050 OPTION TO CONVERT : No
MONTHLY P&I: 3,667.22 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066483 MORTGAGORS: SHAEFFER, RICHARD
SHAEFFER, NANCY
ADDRESS : 4942 WESTON COURT NORTH
MORTGAGE AMT: 350,000.00 CITY PLYMOUTH
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 MN 55446
UNPAID BALANCE: 341,881.690 OPTION TO CONVERT : No
MONTHLY P&I: 3,072.98 ANNUAL RATE ADJUST: 0.000
LTV : 66.66667 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 10/01/13
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066491 MORTGAGORS: SCHUPP, JOSEPH
ADDRESS : 8002 COPELAND ROAD
MORTGAGE AMT: 269,500.00 CITY ODESSA
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 FL 33556
UNPAID BALANCE: 267,757.310 OPTION TO CONVERT : No
MONTHLY P&I: 2,384.84 ANNUAL RATE ADJUST: 0.000
LTV : 70.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066509 MORTGAGORS: SANCHEZ, PEDRO
SANCHEZ, ADELA
ADDRESS : 1145 RAINBOW AVENUE
MORTGAGE AMT: 91,950.00 CITY CALEXICO
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 92231
UNPAID BALANCE: 90,466.750 OPTION TO CONVERT : No
MONTHLY P&I: 820.07 ANNUAL RATE ADJUST: 0.000
LTV : 79.95652 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 12/01/13
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066517 MORTGAGORS: ROSEMAN, DENNIS
BONNAR, CATHERINE
ADDRESS : 2124 LYON AVENUE
MORTGAGE AMT: 286,000.00 CITY BELMONT
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 94002
UNPAID BALANCE: 285,097.680 OPTION TO CONVERT : No
MONTHLY P&I: 2,570.65 ANNUAL RATE ADJUST: 0.000
LTV : 68.09524 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066525 MORTGAGORS: REID, JANE
REID, MAX
ADDRESS : 18815 FITZPATRICK LANE
MORTGAGE AMT: 353,000.00 CITY OCCIDENTAL
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 95465
UNPAID BALANCE: 351,861.890 OPTION TO CONVERT : No
MONTHLY P&I: 3,123.74 ANNUAL RATE ADJUST: 0.000
LTV : 56.48000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066533 MORTGAGORS: MOSKOWITZ, GEORGE
MOSKOWITZ, MICHELE
ADDRESS : 974 EAST 17TH STREET
MORTGAGE AMT: 264,500.00 CITY BROOKLYN
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 NY 11230
UNPAID BALANCE: 263,637.960 OPTION TO CONVERT : No
MONTHLY P&I: 2,322.30 ANNUAL RATE ADJUST: 0.000
LTV : 52.90000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066541 MORTGAGORS: MERCER, JAMES
ADDRESS : 447 BELLEVUE AVENUE
MORTGAGE AMT: 300,000.00 CITY NEWPORT
:\
STATE/ZIP :\
LIFETIME RATE : 6.37500 RI 02840
UNPAID BALANCE: 298,593.750 OPTION TO CONVERT : No
MONTHLY P&I: 2,592.76 ANNUAL RATE ADJUST: 0.000
LTV : 31.57895 OUTSIDE CONV DATE:
CURRENT INT 6.37500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066558 MORTGAGORS: MCGRAW, COLIN
MCGRAW, SANDRA
ADDRESS : 3528 RIPPLING WAY
MORTGAGE AMT: 318,500.00 CITY LAUREL
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 MD 20724
UNPAID BALANCE: 318,500.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,862.77 ANNUAL RATE ADJUST: 0.000
LTV : 86.08108 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066574 MORTGAGORS: MCCREADY, PAUL
MCCREADY, BETH
ADDRESS : 15639 WAKE STREET NE
MORTGAGE AMT: 370,000.00 CITY HAM LAKE
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 MN 55304
UNPAID BALANCE: 368,845.300 OPTION TO CONVERT : No
MONTHLY P&I: 3,351.58 ANNUAL RATE ADJUST: 0.000
LTV : 56.92308 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066582 MORTGAGORS: MALANDRUCCOL, FRANK
MALANDRUCCOL, ROSEANN
ADDRESS : 34 FERNWOOD DRIVE
MORTGAGE AMT: 128,400.00 CITY NEW CITY
:\
STATE/ZIP :\
LIFETIME RATE : 7.75000 NY 10956
UNPAID BALANCE: 128,020.650 OPTION TO CONVERT : No
MONTHLY P&I: 1,208.60 ANNUAL RATE ADJUST: 0.000
LTV : 60.00000 OUTSIDE CONV DATE:
CURRENT INT 7.75000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066590 MORTGAGORS: MAEWALL, SUNDEEP
MAEWALL, JYOTI
ADDRESS : 6 COOK STREET
MORTGAGE AMT: 298,000.00 CITY WESTBOROUGH
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MA 01581
UNPAID BALANCE: 297,049.560 OPTION TO CONVERT : No
MONTHLY P&I: 2,657.73 ANNUAL RATE ADJUST: 0.000
LTV : 59.30348 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066608 MORTGAGORS: LUPTON, RICHARD
LUPTON, CAROL
ADDRESS : 225 LEDGEWOOD DRIVE
MORTGAGE AMT: 265,000.00 CITY HANOVER
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MA 02339
UNPAID BALANCE: 263,901.510 OPTION TO CONVERT : No
MONTHLY P&I: 2,363.42 ANNUAL RATE ADJUST: 0.000
LTV : 58.24176 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066616 MORTGAGORS: LOARD, GARRETT
ADDRESS : 2312 ROSEMONT PLACE
MORTGAGE AMT: 396,000.00 CITY MONTGOMERY
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 AL 36111
UNPAID BALANCE: 394,695.410 OPTION TO CONVERT : No
MONTHLY P&I: 3,449.59 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066624 MORTGAGORS: LIU, HAO CHIH
PAN, YU JUNG
ADDRESS : 9176 MC ELWEE RIVER
MORTGAGE AMT: 285,000.00 CITY FOUNTAIN VA
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 92708
UNPAID BALANCE: 284,100.830 OPTION TO CONVERT : No
MONTHLY P&I: 2,561.67 ANNUAL RATE ADJUST: 0.000
LTV : 68.67470 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066632 MORTGAGORS: LEDERMAN, RICHARD
LEDERMAN, ROBIN
ADDRESS : 3460 HENDERSON CIRCLE
MORTGAGE AMT: 303,200.00 CITY SANTA ROSA
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 95403
UNPAID BALANCE: 303,200.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,683.05 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066640 MORTGAGORS: KNAPP, RICHARD
HAKE, LISA
ADDRESS : 320 SPARKES ROAD
MORTGAGE AMT: 333,000.00 CITY SEBASTOPOL
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 95472
UNPAID BALANCE: 330,892.670 OPTION TO CONVERT : No
MONTHLY P&I: 2,993.10 ANNUAL RATE ADJUST: 0.000
LTV : 67.95918 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066657 MORTGAGORS: KLEINDORFER, PAUL
OLEN, STEPHANIE
OLEN, STEPHANIE
ADDRESS : 2425 MANNING STREET
MORTGAGE AMT: 323,950.00 CITY PHILADELPHI
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 PA 19103
UNPAID BALANCE: 322,927.950 OPTION TO CONVERT : No
MONTHLY P&I: 2,911.76 ANNUAL RATE ADJUST: 0.000
LTV : 88.75342 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066665 MORTGAGORS: KAW, TEN HO
KAW, LI
ADDRESS : 9046 CARSON RIVER CIRCLE
MORTGAGE AMT: 196,000.00 CITY FOUNTAIN VA
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 92708
UNPAID BALANCE: 195,368.070 OPTION TO CONVERT : No
MONTHLY P&I: 1,734.43 ANNUAL RATE ADJUST: 0.000
LTV : 60.30769 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066673 MORTGAGORS: KARACH, THOMAS
KARACH, LISA
ADDRESS : 602 HARING FARM CT
MORTGAGE AMT: 366,500.00 CITY RIVERVALE
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 NJ 07675
UNPAID BALANCE: 365,331.090 OPTION TO CONVERT : No
MONTHLY P&I: 3,268.65 ANNUAL RATE ADJUST: 0.000
LTV : 73.30000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066681 MORTGAGORS: KAO, WEI
KAO, MARINA
ADDRESS : 6040 VIA SONOMA
MORTGAGE AMT: 420,000.00 CITY RANCHO PALO
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 90275
UNPAID BALANCE: 420,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,745.79 ANNUAL RATE ADJUST: 0.000
LTV : 64.61538 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066699 MORTGAGORS: JORDAN, MARION
JORDAN, CHERYL
ADDRESS : 3309 OLD POINT ROAD
MORTGAGE AMT: 290,000.00 CITY EDGEWATER
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 MD 21037
UNPAID BALANCE: 287,075.080 OPTION TO CONVERT : No
MONTHLY P&I: 2,586.38 ANNUAL RATE ADJUST: 0.000
LTV : 38.66667 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066707 MORTGAGORS: JENKINS, DIANE
ADDRESS : 618 RUDD ROAD
MORTGAGE AMT: 97,500.00 CITY VISTA
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 92084
UNPAID BALANCE: 97,500.000 OPTION TO CONVERT : No
MONTHLY P&I: 869.56 ANNUAL RATE ADJUST: 0.000
LTV : 42.39130 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066715 MORTGAGORS: JASINSKI CAL, MARY
CALDWELL, WILLIAM
ADDRESS : 8 TALLY HO DRIVE
MORTGAGE AMT: 274,700.00 CITY ELKTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 MD 21921
UNPAID BALANCE: 273,795.020 OPTION TO CONVERT : No
MONTHLY P&I: 2,392.94 ANNUAL RATE ADJUST: 0.000
LTV : 74.64674 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066723 MORTGAGORS: HERSKOWITZ, THOMAS
HERSKOWITZ, PATRICIA
ADDRESS : 15485 WILLOW RANCH TRAIL
MORTGAGE AMT: 300,000.00 CITY POWAY
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 92064
UNPAID BALANCE: 290,079.170 OPTION TO CONVERT : No
MONTHLY P&I: 2,654.73 ANNUAL RATE ADJUST: 0.000
LTV : 57.69231 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 07/01/13
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066731 MORTGAGORS: HARDY, BRUCE
ADDRESS : 504 SOUTH EVERGREEN STREE
MORTGAGE AMT: 151,900.00 CITY VENTURA
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 CA 93003
UNPAID BALANCE: 151,425.950 OPTION TO CONVERT : No
MONTHLY P&I: 1,375.96 ANNUAL RATE ADJUST: 0.000
LTV : 70.00000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066756 MORTGAGORS: DYBBRO, PAUL
MARTINEZ, ALMA
ADDRESS : 815 WALNUT AVENUE
MORTGAGE AMT: 449,000.00 CITY BURLINGAME
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 94010
UNPAID BALANCE: 447,583.430 OPTION TO CONVERT : No
MONTHLY P&I: 4,035.74 ANNUAL RATE ADJUST: 0.000
LTV : 51.60920 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066764 MORTGAGORS: CONDARA, HAROLD
CONDARA, SALLY
ADDRESS : 11208 WILDING LANE
MORTGAGE AMT: 331,000.00 CITY HOUSTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 TX 77024
UNPAID BALANCE: 327,390.830 OPTION TO CONVERT : No
MONTHLY P&I: 2,883.37 ANNUAL RATE ADJUST: 0.000
LTV : 47.28571 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 02/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066772 MORTGAGORS: COLLINS, SCOT
COLLINS, ELIZABETH
ADDRESS : 300 LEAFY HOLLOW LANE
MORTGAGE AMT: 284,000.00 CITY MCGREGOR
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 TX 76657
UNPAID BALANCE: 282,993.660 OPTION TO CONVERT : No
MONTHLY P&I: 2,592.54 ANNUAL RATE ADJUST: 0.000
LTV : 77.80822 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066780 MORTGAGORS: BROWNSTEIN, ARNOLD
BROWNSTEIN, FRANCES
ADDRESS : 3414 OAKWOOD CIRCLE
MORTGAGE AMT: 290,000.00 CITY ASHLAND
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 KY 41102
UNPAID BALANCE: 289,054.850 OPTION TO CONVERT : No
MONTHLY P&I: 2,546.19 ANNUAL RATE ADJUST: 0.000
LTV : 79.88981 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066806 MORTGAGORS: BERNSTEIN, RICHARD
BERNSTEIN, BARBARA
ADDRESS : 37 PHEASANT RUN LANE
MORTGAGE AMT: 320,000.00 CITY DIX HILLS
:\
STATE/ZIP :\
LIFETIME RATE : 7.25000 NY 11746
UNPAID BALANCE: 318,018.360 OPTION TO CONVERT : No
MONTHLY P&I: 2,921.17 ANNUAL RATE ADJUST: 0.000
LTV : 79.92008 OUTSIDE CONV DATE:
CURRENT INT 7.25000 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066814 MORTGAGORS: BAUMANN, DAVID
BAUMANN, LYNNE
ADDRESS : 5948 SUMMIT LANE NE
MORTGAGE AMT: 277,000.00 CITY ROCHESTER
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 MN 55906
UNPAID BALANCE: 264,598.240 OPTION TO CONVERT : No
MONTHLY P&I: 2,489.76 ANNUAL RATE ADJUST: 0.000
LTV : 58.93617 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066822 MORTGAGORS: RAY, NIKKI
RAY, DONNA
ADDRESS : 1562 CAMINO DEL MAR #635
MORTGAGE AMT: 286,000.00 CITY DEL MAR
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 92014
UNPAID BALANCE: 282,100.650 OPTION TO CONVERT : No
MONTHLY P&I: 2,550.71 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 01/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066848 MORTGAGORS: SCHULTZ, ALVIN
SCHULTZ, JUDITH
SCHULTZ, JUDY
ADDRESS : 205 CHIMNEY ROCK DRIVE
MORTGAGE AMT: 297,000.00 CITY NORTH LITTL
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 AR 72116
UNPAID BALANCE: 296,021.560 OPTION TO CONVERT : No
MONTHLY P&I: 2,587.19 ANNUAL RATE ADJUST: 0.000
LTV : 60.00000 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066855 MORTGAGORS: STAHL, MILTON
STAHL, BEVERLY
ADDRESS : 5810 HERSHINGER CLOSE
MORTGAGE AMT: 265,000.00 CITY DULUTH
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 GA 30155
UNPAID BALANCE: 263,267.890 OPTION TO CONVERT : No
MONTHLY P&I: 2,326.69 ANNUAL RATE ADJUST: 0.000
LTV : 68.65285 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066871 MORTGAGORS: RATON, ANGEL
RATON, BERTHA
ADDRESS : 17 PALLAZO
MORTGAGE AMT: 295,000.00 CITY LAGUNA NIGU
:\
STATE/ZIP :\
LIFETIME RATE : 6.00000 CA 92677
UNPAID BALANCE: 292,966.170 OPTION TO CONVERT : No
MONTHLY P&I: 2,489.38 ANNUAL RATE ADJUST: 0.000
LTV : 45.87869 OUTSIDE CONV DATE:
CURRENT INT 6.00000 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066889 MORTGAGORS: MITCHELL, JAMES
MITCHELL, MARION
ADDRESS : 5320 CHANDLEY FARM CIRCLE
MORTGAGE AMT: 564,500.00 CITY CENTREVILLE
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 VA 20120
UNPAID BALANCE: 562,679.990 OPTION TO CONVERT : No
MONTHLY P&I: 4,995.32 ANNUAL RATE ADJUST: 0.000
LTV : 77.64787 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066905 MORTGAGORS: JOHNSON, GARY
JOHNSON, MELANIE
ADDRESS : 7420 CAMINITO BASSANO WES
MORTGAGE AMT: 517,600.00 CITY LA JOLLA
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 CA 92037
UNPAID BALANCE: 513,761.350 OPTION TO CONVERT : No
MONTHLY P&I: 4,544.50 ANNUAL RATE ADJUST: 0.000
LTV : 51.76000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066913 MORTGAGORS: HUROWITZ, DAVID
HUROWITZ, THERESA
ADDRESS : 10489 E. HONEY MESQUITE
MORTGAGE AMT: 510,900.00 CITY SCOTTSDALE
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 AZ 85262
UNPAID BALANCE: 509,216.890 OPTION TO CONVERT : No
MONTHLY P&I: 4,450.49 ANNUAL RATE ADJUST: 0.000
LTV : 78.60000 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066921 MORTGAGORS: S HILL, DAVID
ORNELAS, TERESA
ADDRESS : 1760 BURGUNDY ROAD
MORTGAGE AMT: 290,000.00 CITY ENCINITAS
:\
STATE/ZIP :\
LIFETIME RATE : 7.50000 CA 92024
UNPAID BALANCE: 289,124.160 OPTION TO CONVERT : No
MONTHLY P&I: 2,688.34 ANNUAL RATE ADJUST: 0.000
LTV : 73.04786 OUTSIDE CONV DATE:
CURRENT INT 7.50000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066939 MORTGAGORS: CUELLAR, ARNOLDO
CUELLAR, JAN
ADDRESS : 108 PALISADES DRIVE
MORTGAGE AMT: 388,500.00 CITY PORTLAND
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 TX 78374
UNPAID BALANCE: 388,500.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,437.88 ANNUAL RATE ADJUST: 0.000
LTV : 79.93827 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080066947 MORTGAGORS: CHERNOW, JOSEPH
ADDRESS : 19 LEEWARD LANE
MORTGAGE AMT: 328,000.00 CITY HOUSTON
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 TX 77058
UNPAID BALANCE: 318,013.310 OPTION TO CONVERT : No
MONTHLY P&I: 2,925.28 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 08/01/13
RATE:
08
--------------------------------------------------------------------------------
LN # 0080067671 MORTGAGORS: SHAW, WILLIAM
SHAW, ILEANA
ADDRESS : 1932 TONDOLEA LANE
MORTGAGE AMT: 272,000.00 CITY LA CANADA F
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 CA 91011
UNPAID BALANCE: 272,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,463.87 ANNUAL RATE ADJUST: 0.000
LTV : 54.40000 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080071863 MORTGAGORS: IANTUONO, JOSEPH
IANTUONO, MARY
ADDRESS : 57 VERNON PARKWAY
MORTGAGE AMT: 320,000.00 CITY MOUNT VERNO
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 NY 10552
UNPAID BALANCE: 320,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,809.59 ANNUAL RATE ADJUST: 0.000
LTV : 74.41860 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080071871 MORTGAGORS: BAUM, CHRISTOPHE
BAUM, JOANNE
ADDRESS : 2 FOX DEN LANE
MORTGAGE AMT: 307,500.00 CITY NORTH SALEM
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 NY 10560
UNPAID BALANCE: 307,500.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,699.84 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080072606 MORTGAGORS: PRUETT, ALIS
PRUETT, STEVE
ADDRESS : 1708 HIGHLAND AVENUE
MORTGAGE AMT: 294,500.00 CITY GLENDALE
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 91202
UNPAID BALANCE: 294,500.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,647.05 ANNUAL RATE ADJUST: 0.000
LTV : 72.71605 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080075047 MORTGAGORS: RUIZ, JOHN
RUIZ, ELIZABETH
ADDRESS : 3287 STAR CANYON CIRCLE
MORTGAGE AMT: 294,000.00 CITY CORONA
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 91720
UNPAID BALANCE: 294,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,642.56 ANNUAL RATE ADJUST: 0.000
LTV : 74.43038 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080075120 MORTGAGORS: LARSEN, BRADLEY
ADDRESS : 36 SOUTH LA SENDA DRIVE
MORTGAGE AMT: 466,000.00 CITY LAGUNA BEAC
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 92677
UNPAID BALANCE: 466,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 4,123.68 ANNUAL RATE ADJUST: 0.000
LTV : 47.79487 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080075153 MORTGAGORS: JACKSON, JON
ADDRESS : 4364 23RD STREET
MORTGAGE AMT: 367,000.00 CITY SAN FRANCIS
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 CA 94114
UNPAID BALANCE: 367,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,222.24 ANNUAL RATE ADJUST: 0.000
LTV : 39.67568 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080075187 MORTGAGORS: WHITE, TOM
WHITE, MARTHA
ADDRESS : 29682 AVANTE
MORTGAGE AMT: 380,000.00 CITY LAGUNA NIGU
:\
STATE/ZIP :\
LIFETIME RATE : 6.75000 CA 92677
UNPAID BALANCE: 380,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,362.66 ANNUAL RATE ADJUST: 0.000
LTV : 79.16667 OUTSIDE CONV DATE:
CURRENT INT 6.75000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080075203 MORTGAGORS: SAXENA, SUNITA
ADDRESS : 323 SANTA ROSA ROAD
MORTGAGE AMT: 310,000.00 CITY ARCADIA
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CA 91007
UNPAID BALANCE: 310,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,786.37 ANNUAL RATE ADJUST: 0.000
LTV : 78.48101 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080075310 MORTGAGORS: YU, JAMES
YU, MARY
ADDRESS : 19553 CELTIC STREET
MORTGAGE AMT: 325,000.00 CITY NORTHRIDGE
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 CA 91326
UNPAID BALANCE: 325,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,853.48 ANNUAL RATE ADJUST: 0.000
LTV : 79.26829 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080077456 MORTGAGORS: SMITH, SCOTT
SMITH, DORTHA
ADDRESS : 30932 BELLE MAISON
MORTGAGE AMT: 437,000.00 CITY LAGUNA NIGU
:\
STATE/ZIP :\
LIFETIME RATE : 6.37500 CA 92677
UNPAID BALANCE: 437,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,776.78 ANNUAL RATE ADJUST: 0.000
LTV : 74.70085 OUTSIDE CONV DATE:
CURRENT INT 6.37500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080078603 MORTGAGORS: MOCK, JOHN
MOCK, MARGARET
ADDRESS : 26360 CALLE DEL SOL
MORTGAGE AMT: 650,000.00 CITY LOS ALTOS H
:\
STATE/ZIP :\
LIFETIME RATE : 6.00000 CA 94022
UNPAID BALANCE: 650,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 5,485.07 ANNUAL RATE ADJUST: 0.000
LTV : 55.46075 OUTSIDE CONV DATE:
CURRENT INT 6.00000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080079049 MORTGAGORS: BESSER, STAN
BESSER, AMY
ADDRESS : 433 DELL COURT
MORTGAGE AMT: 300,000.00 CITY SOLANA BEAC
:\
STATE/ZIP :\
LIFETIME RATE : 7.12500 CA 92075
UNPAID BALANCE: 298,121.940 OPTION TO CONVERT : No
MONTHLY P&I: 2,717.50 ANNUAL RATE ADJUST: 0.000
LTV : 58.82353 OUTSIDE CONV DATE:
CURRENT INT 7.12500 MATURITY DATE: 03/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080080385 MORTGAGORS: TRAXLER, RICHARD
TRAXLER, BEVERLY
ADDRESS : 110 BELLA VISTA DRIVE
MORTGAGE AMT: 350,000.00 CITY HILLSBOROUG
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 CA 94010
UNPAID BALANCE: 350,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,048.88 ANNUAL RATE ADJUST: 0.000
LTV : 12.50000 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080080641 MORTGAGORS: BERNACCI, RICHARD
BERNACCHI, MARILYN
ADDRESS : 610 CRESTVIEW DRIVE
MORTGAGE AMT: 290,000.00 CITY OJAI
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 CA 93023
UNPAID BALANCE: 290,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,546.18 ANNUAL RATE ADJUST: 0.000
LTV : 79.45205 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080080864 MORTGAGORS: YOUNG, VICTOR
ADDRESS : 286 HIGH MEADOW STREET
MORTGAGE AMT: 420,000.00 CITY SIMI VALLEY
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 CA 93065
UNPAID BALANCE: 420,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 3,687.58 ANNUAL RATE ADJUST: 0.000
LTV : 75.00000 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080080922 MORTGAGORS: ANDREWS, JOHN
ANDREWS, KIM
ADDRESS : 25611 STRATFORD PLACE
MORTGAGE AMT: 507,000.00 CITY LAGUNA HILL
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 92653
UNPAID BALANCE: 505,382.980 OPTION TO CONVERT : No
MONTHLY P&I: 4,521.71 ANNUAL RATE ADJUST: 0.000
LTV : 74.88922 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080081201 MORTGAGORS: FRENCH, DAVE
FRENCH, CARLA
ADDRESS : 197 AVENIDA LA CUESTA
MORTGAGE AMT: 283,500.00 CITY SAN CLEMENT
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 CA 92672
UNPAID BALANCE: 282,566.040 OPTION TO CONVERT : No
MONTHLY P&I: 2,469.59 ANNUAL RATE ADJUST: 0.000
LTV : 71.77215 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080081243 MORTGAGORS: WOO, WILLIAM
WOO, RAYMOND
WOO, SHU
ADDRESS : 1636 HASTINGS HEIGHTS LAN
MORTGAGE AMT: 480,000.00 CITY PASADENA
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 91107
UNPAID BALANCE: 480,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 4,280.91 ANNUAL RATE ADJUST: 0.000
LTV : 38.40000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080082340 MORTGAGORS: BONAMASSA, NICHOLAS
BONAMASSA, ANDREA
ADDRESS : 16 ESTHER DRIVE
MORTGAGE AMT: 260,000.00 CITY FREEHOLD
:\
STATE/ZIP :\
LIFETIME RATE : 7.37500 NJ 07728
UNPAID BALANCE: 259,206.120 OPTION TO CONVERT : No
MONTHLY P&I: 2,391.80 ANNUAL RATE ADJUST: 0.000
LTV : 75.36232 OUTSIDE CONV DATE:
CURRENT INT 7.37500 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080083454 MORTGAGORS: HARGREAVES, BERNARD
HARGREAVES, JANET
ADDRESS : 5 REGALO DRIVE
MORTGAGE AMT: 263,500.00 CITY MISSION VIE
:\
STATE/ZIP :\
LIFETIME RATE : 6.62500 CA 92692
UNPAID BALANCE: 263,500.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,313.52 ANNUAL RATE ADJUST: 0.000
LTV : 63.49398 OUTSIDE CONV DATE:
CURRENT INT 6.62500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080083462 MORTGAGORS: STANEK, BRYAN
STANEK, PATRICE
ADDRESS : 9 SUNROSE
MORTGAGE AMT: 330,000.00 CITY IRVINE
:\
STATE/ZIP :\
LIFETIME RATE : 6.50000 CA 92612
UNPAID BALANCE: 330,000.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,874.66 ANNUAL RATE ADJUST: 0.000
LTV : 62.50000 OUTSIDE CONV DATE:
CURRENT INT 6.50000 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080085442 MORTGAGORS: YUAN, DONALD
YUAN, FAYE
ADDRESS : 3120 GRANGEMONT ROAD
MORTGAGE AMT: 345,880.00 CITY GLENDALE
:\
STATE/ZIP :\
LIFETIME RATE : 6.12500 CA 91206
UNPAID BALANCE: 345,880.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,942.14 ANNUAL RATE ADJUST: 0.000
LTV : 76.86222 OUTSIDE CONV DATE:
CURRENT INT 6.12500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080088719 MORTGAGORS: BRUNE, ROBERT
BRUNE, CATHERINE
ADDRESS : 29240 NORTHSTAR LANE
MORTGAGE AMT: 409,286.00 CITY EVERGREEN
:\
STATE/ZIP :\
LIFETIME RATE : 7.00000 CO 80439
UNPAID BALANCE: 407,994.720 OPTION TO CONVERT : No
MONTHLY P&I: 3,678.78 ANNUAL RATE ADJUST: 0.000
LTV : 64.35314 OUTSIDE CONV DATE:
CURRENT INT 7.00000 MATURITY DATE: 04/01/14
RATE:
08
--------------------------------------------------------------------------------
LN # 0080088743 MORTGAGORS: BUTLER, LAVON
ADDRESS : 3672 CAMINO DEL PILAR
MORTGAGE AMT: 333,600.00 CITY ESCONDIDO
:\
STATE/ZIP :\
LIFETIME RATE : 6.87500 CA 92025
UNPAID BALANCE: 333,600.000 OPTION TO CONVERT : No
MONTHLY P&I: 2,975.23 ANNUAL RATE ADJUST: 0.000
LTV : 80.00000 OUTSIDE CONV DATE:
CURRENT INT 6.87500 MATURITY DATE: 05/01/14
RATE:
08
--------------------------------------------------------------------------------
**** PAGE TOTALS NUM OF LOANS: 652 LOAN AMT: 200,546,
**** 629.53
P & I AMT: 1,801, UPB AMT: 192,660,
550.55 137.20
**** GRAND TOTALS NUM OF LOANS: 651 LOAN AMT: 200,546,629.53
****
P & I AMT: 1,801,550.55 UPB AMT: 192,660,137.20
</TABLE>
<PAGE>
EXHIBIT D
FORM OF SERVICER'S CERTIFICATE
----------------, ------
(month) (year)
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC Mortgage Pass-Through Certificates,
Series 1999-12
Pursuant to the Pooling and Servicing Agreement dated as of May 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:
A. Mortgage Loan Information:
<TABLE>
<CAPTION>
<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 Mortgage
Loans:
(a) Principal $________
(b) Interest $________
(c) Total $________
(8) Aggregate Purchase Prices (and substitution
adjustments) for Defective Mortgage Loans:
(a) Principal $________
(b) Interest $________
(c) Total $________
(9) Pool Scheduled Principal Balance: $________
(10) Available Funds: $________
(11) Realized Losses for prior month: $________
(12) Aggregate Realized Losses and Debt Service
Reductions:
(a) Deficient Valuations $________
(b) Special Hazard Losses $________
(c) Fraud Losses $________
(d) Excess Bankruptcy Losses $________
(i) Debt Service Reductions $________
(ii) Deficient Valuations $________
(e) Excess Special Hazard Losses $________
(f) Excess Fraud Losses $________
(g) Debt Service Reductions $________
(13) Compensating Interest Payment: $________
(14) Accrued Certificate Interest, Unpaid Class Interest
Shortfalls and Pay-out Rate:
Class A1 $__________ $__________ ____%
Class A2 $__________ $__________ ____%
Class A3 $__________ $__________ ____%
Class M $__________ $__________ ____%
Class B1 $__________ $__________ ____%
Class B2 $__________ $__________ ____%
Class B3 $__________ $__________ ____%
Class B4 $__________ $__________ ____%
Class B5 $__________ $__________ ____%
Class R $__________ $__________ ____%
Class S $__________ $__________ ____%
(15) Accrual amount:
N/A
(16) Principal distributable:
Class A1 $__________
Class A2 $__________
Class A3 $__________
Class PO $__________
Class M $__________
Class B1 $__________
Class B2 $__________
Class B3 $__________
Class B4 $__________
Class B5 $__________
Class R $__________
(17) Additional distributions to the Class R Certificate
pursuant to Section 4.01(b):
Class R $__________
(18) Certificate Interest Rate of:
Class S Certificates __________%
(19) Distributions Allocable to Unanticipated Recoveries:
Class A1 $__________
Class A2 $__________
Class A3 $__________
Class PO $__________
Class M $__________
Class B1 $__________
Class B2 $__________
Class B3 $__________
Class B4 $___________
Class B5 $__________
Class R $__________
B. Other Amounts:
1. Senior Percentage for such Distribution Date: _____________%
2. Senior Prepayment Percentage for such Distribution
Date: _____________%
3. Junior Percentage for such Distribution Date: _____________%
4. Junior Prepayment Percentage for such Distribution
Date: _____________%
5. Class A1 Percentage for such Distribution Date: _____________%
6. Class A1 Prepayment Distribution Percentage for
such Distribution Date: _____________%
7. Subordinate Certificate Writedown Amount for such
Distribution Date: $_____________
8. Prepayment Distribution Triggers
satisfied: Yes No
Class B1 _____ _____
Class B2 _____ _____
Class B3 _____ _____
Class B4 _____ _____
Class B5 _____ _____
9. Servicing Fee: $_____________
</TABLE>
Capitalized terms used in this Certificate shall have the same meanings as
in the Agreement.
<PAGE>
EXHIBIT E
FORM OF TRANSFER CERTIFICATE AS TO ERISA MATTERS FOR
DEFINITIVE ERISA-RESTRICTED CERTIFICATES
State Street Bank and Trust Company
Corporate Trust Department
225 Franklin Street
Boston, Massachusetts 02110
[NAME OF OFFICER] ______________________ hereby certifies that:
1. That he [she] is [title of officer] ___________________________________
of [name of Investor] _______________________________________ (the "Investor"),
a __________ ______________________ [description of type of entity] duly
organized and existing under the laws of the [State of ____________] [United
States], on behalf of which he [she] makes this affidavit.
2. The Investor (i) is not, and on ________________ [insert date of
transfer of Certificate to Investor] will not be, and on such date will not be
investing the 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 May 1,
1999, no transfer of any ERISA-Restricted Certificate shall be permitted to be
made to any person unless the Trustee has received (i) a certificate from such
transferee to the effect that (x) such transferee is not an employee benefit
plan subject to ERISA or a plan subject to Section 4975 of the Code (a "Plan")
or a Person that is using the assets of a Plan to acquire any such Certificate
or (y) such transferee is an insurance company investing assets of its general
account and the Exemptions apply to such transferee's acquisition and holding of
any such Certificate or (ii) an opinion of counsel satisfactory to the Trustee
and the Company to the effect that the purchase and holding of any such
Certificate will not constitute or result in the assets of the Trust Fund
created by the Agreement being deemed to be "plan assets" subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code and will
not subject the Trustee or the Company to any obligation in addition to those
undertaken in the Agreement (provided, however, that the Trustee will not
require such certificate or opinion in the event that, as a result of change of
law or otherwise, counsel satisfactory to the Trustee has rendered an opinion to
the effect that the purchase and holding of any such Certificate by a Plan or a
Person that is purchasing or holding any such Certificate with the assets of a
Plan will not constitute or result in a prohibited transaction under ERISA or
Section 4975 of the Code).
[4. The ERISA-Restricted Certificates shall be registered in the name of
______________________________________________ as nominee for the Investor.]
IN WITNESS WHEREOF, the Investor has caused this instrument to be executed on
its behalf, pursuant to authority of its Board of Directors, by its [title of
officer] __________________ and its corporate seal to be hereunder attached,
attested by its [Assistant] Secretary, this ____ day of _________, 199_.
---------------------------------------
[name of Investor]
By:____________________________________
Name:
Title:
The undersigned hereby acknowledges that it is holding and will hold the
ERISA-Restricted Certificates at the exclusive direction of and as nominee of
the Investor named above.
- -------------------------------
[name of nominee]
By:____________________________
Name:
Title:
<PAGE>
EXHIBIT F
FORM OF RESIDUAL CERTIFICATE TRANSFEREE AFFIDAVIT
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], _________________ being first duly sworn, deposes and says:
1. That he [she] is [title of officer] ________________________ of [name of
Purchaser] _________________________________________ (the "Purchaser"), a
_________________ ____________________ [description of type of entity] duly
organized and existing under the laws of the [State of __________] [United
States], on behalf of which he [she] makes this affidavit.
2. That the Purchaser's Taxpayer Identification Number is [ ].
3. That the Purchaser is not a "disqualified organization" within the
meaning of Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended
(the "Code") and will not be a "disqualified organization" as of [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 Mortgage Pass-Through
Certificates, Series 1999-12.
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
May 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>
44476/4
EXHIBIT G
[LETTER FROM TRANSFEROR OF RESIDUAL CERTIFICATE]
-------------------
Date
State Street Bank and Trust Company
Corporate Trust Department
225 Franklin Street
8th Floor
Boston, Massachusetts 02110
Re: GE Capital Mortgage Services, Inc.
REMIC Mortgage Pass-Through
Certificates, Series 1999-12
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)
<TABLE>
<CAPTION>
<S> <C>
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
</TABLE>
<PAGE>
EXHIBIT I
FORM OF INVESTMENT LETTER FOR
DEFINITIVE RESTRICTED CERTIFICATES
---------------------
Date
State Street Bank and Trust Company
Corporate Trust Department
225 Franklin Street
8th Floor
Boston, Massachusetts 02110
Re: GE Capital Mortgage Services, Inc.
REMIC Mortgage Pass Through
Certificates, Series 1999-12
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 May 1, 1999 (the
"Agreement"), no transfer of a Restricted Certificate may be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "Securities Act"), and any applicable state securities
laws, or is made in accordance with the Securities Act and such laws.
3. The Investor understands that (a) the Restricted Certificates have not
been and will not be registered or qualified under the Securities Act, or the
securities laws of any state, (b) neither the Company nor the Trustee is
required, and neither intends, to so register or qualify the Restricted
Certificates, (c) the Restricted Certificates cannot be resold unless (i) they
are registered and qualified under the Securities Act and the applicable state
securities laws or (ii) such sale is exempt from the requirements of the
Securities Act, (d) the Agreement contains restrictions regarding the transfer
of the Restricted Certificates and (e) the Restricted Certificates will bear a
legend to the foregoing effect.
4. The Investor is acquiring the Restricted Certificates for its own
account for investment only and not with a view to or for sale or other transfer
in connection with any distribution of the Restricted Certificates in any manner
that would violate the Securities Act or any applicable state securities laws.
5. The Investor (a) is a substantial, sophisticated institutional investor
having such knowledge and experience in financial and business matters, and in
particular in such matters related to securities similar to the Restricted
Certificates, such that it is capable of evaluating the merits and risks of
investment in the Restricted Certificates, (b) is able to bear the economic
risks of such an investment and (c) is an "accredited investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) promulgated pursuant to the
Securities Act.
6. The Investor will not authorize nor has it authorized any person to (a)
offer, pledge, sell, dispose of or otherwise transfer any Restricted
Certificate, any interest in any Restricted Certificate or any other similar
security to any person in any manner, (b) solicit any offer to buy or to accept
a pledge, disposition or other transfer of any Restricted Certificate, any
interest in any Restricted Certificate or any other similar security from any
person in any manner, (c) otherwise approach or negotiate with respect to any
Restricted Certificate, any interest in any Restricted Certificate or any other
similar security with any person in any manner, (d) make any general
solicitation by means of general advertising or in any other manner, or (e) take
any other action that would constitute a distribution of any Restricted
Certificate under the Securities Act, that would render the disposition of any
Restricted Certificate a violation of Section 5 of the Securities Act or any
state securities law, or that could require registration or qualification
pursuant thereto. Neither the Investor nor anyone acting on its behalf has
offered the Restricted Certificates for sale or made any general solicitation by
means of general advertising or in any other manner with respect to the
Restricted Certificates. The Investor will not sell or otherwise transfer any of
the Restricted Certificates, except in compliance with the provisions of the
Agreement.
7. If an Investor in a Restricted Certificate sells or otherwise transfers
any such Certificate to a transferee other than a "qualified institutional
buyer" under Rule 144A of the Securities Act, such Investor will obtain (a) from
any subsequent purchaser the same certifications, representations, warranties
and covenants contained in the foregoing paragraphs and in this paragraph or (b)
an opinion of counsel in form and substance satisfactory to the Trustee pursuant
to the Agreement.
8. The Investor hereby indemnifies the Trustee and the Company against any
liability that may result if the Investor's transfer of a Restricted Certificate
(or any portion thereof) is not exempt from the registration requirements of the
Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws. Such indemnification of the Trustee
and the Company shall survive the termination of the Agreement.
[9. The Restricted Certificates shall be registered in the name of
_____________________________ as nominee for the Investor.]
IN WITNESS WHEREOF, the Investor has caused this instrument to be executed
on its behalf, pursuant to authority of its Board of Directors, by its [title of
officer] _____________ this _____ day of __________, 19__.
---------------------------------
[name of Investor]
By:______________________________
Name:
Title:
The undersigned hereby acknowledges that it is holding and will hold the
Restricted Certificates at the exclusive direction of and as nominee of the
Investor named above.
- ------------------------------
[name of nominee]
By:__________________________
Name:
Title:
<PAGE>
EXHIBIT J
FORM OF DISTRIBUTION DATE STATEMENT
-----------------, ------
(month) (year)
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC Mortgage Pass-Through Certificates,
Series 1999-12
Pursuant to the Pooling and Servicing Agreement dated as of May 1, 1999
(the "Agreement") between GE Capital Mortgage Services, Inc. (the "Company"),
and State Street Bank and Trust Company (the "Trustee"), governing the
Certificates referred to above, the Company hereby certifies to the Trustee:
With respect to the Agreement and as of the Determination Date for this
month:
The amounts below are for a Single Certificate of $1,000:
<TABLE>
<CAPTION>
(1) Amount of distribution allocable to principal:
<S> <C> <C>
Class A1 $__________
Class A2 $__________
Class A3 $__________
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 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 M $__________ ____%
Class B1 $__________ ____%
Class B2 $__________ ____%
Class B3 $__________ ____%
Class B4 $__________ ____%
Class B5 $__________ ____%
Class R $__________ ____%
Class S $__________ ____%
(4) Accrual Amount:
N/A
(5) Amount of distribution allocable to Unanticipated
Recoveries:
Class A1 $__________ ____%
Class A2 $__________ ____%
Class A3 $__________ ____%
Class PO $__________ ____%
Class M $__________ ____%
Class B1 $__________ ____%
Class B2 $__________ ____%
Class B3 $__________ ____%
Class B4 $__________ ____%
Class B5 $__________ ____%
Class R $__________ ____%
(6) Servicing Compensation: $__________
The amounts below are for the aggregate of all Certificates:
(7) Pool Scheduled Principal Balance; number
of Mortgage Loans: $__________ __________
(8) Class Certificate Principal Balance (or Notional
Principal Balance) of each Class; Certificate
Principal Balance (or Notional Principal Balance) of
Single Certificate of each Class:
Single
-----------------------------------------------------
Class Certificate
Balance Balance
-------------------------------------
Class A1 $__________ $__________
Class A2 $__________ $__________
Class A3 $__________ $__________
Class PO $__________ $__________
Class M $__________ $__________
Class B1 $__________ $__________
Class B2 $__________ $__________
Class B3 $__________ $__________
Class B4 $__________ $__________
Class B5 $__________ $__________
Class R $__________ $__________
Class S $__________ $__________
(9) Book value of real estate acquired on behalf of
Certificateholders; number of
related Mortgage Loans: $__________ __________
(10) Aggregate Scheduled Principal Balance and
number of delinquent Mortgage Loans:
30-59 days delinquent $__________ __________
60-89 days delinquent $__________ __________
90 or more days delinquent $__________ __________
In foreclosure $__________ __________
(11) Aggregate Scheduled Principal Balance and
number of replaced Mortgage Loans: $__________ __________
(12) Certificate Interest Rate of:
Class S Certificate: __________%
(13) Senior Percentage for such Distribution
Date: __________%
(14) Senior Prepayment Percentage for such
Distribution Date: __________%
(15) Class A1 Percentage for such Distribution
Date: __________%
(16) Class A1 Prepayment Distribution
Percentage for such Distribution Date: __________%
(17) Junior Percentage for such Distribution
Date: __________%
(18) Junior Prepayment Percentage for such
Distribution Date: __________%
</TABLE>
Capitalized terms used in this Statement shall have the same meanings as in
the Agreement.
<PAGE>
EXHIBIT K
FORM OF SPECIAL SERVICING
AND COLLATERAL FUND AGREEMENT
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the "Agreement") is
made and entered into as of ____________________, 199_, between GE Capital
Mortgage Services, Inc. (the "Company") and _____________________________ (the
"Purchaser").
PRELIMINARY STATEMENT
___________________________ or an affiliate thereof is the holder of the
entire interest in REMIC Mortgage Pass-Through Certificates, Series 199_-__,
Class B_ (the "Class B_ Certificates"). The Class B_ Certificates were issued
pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement") dated as of ________ 1, 199_ between the Company (in its capacity as
servicer thereunder, the "Servicer") and State Street Bank and Trust Company as
Trustee.
____________________________ or an affiliate thereof intends to resell all
of the Class B_ Certificates directly to the Purchaser on or promptly after the
date hereof.
In connection with such sale, the parties hereto have agreed that the
Company, as Servicer, will engage in certain special servicing procedures
relating to foreclosures for the benefit of the Purchaser, and that the
Purchaser will deposit funds in a collateral fund to cover any losses
attributable to such procedures as well as all advances and costs in connection
therewith, as set forth herein.
[The parties hereto have further agreed that the Purchaser will have no
rights, and the Company will have no obligations under this Agreement until the
Class Certificate Principal Balance of the REMIC Mortgage Pass-Through
Certificates, Series 199_-__, Class B5 (the "Class B5 Certificates") has been
reduced to zero, and any Special Servicing and Collateral Fund Agreement in
respect of such Class between the Company and the Purchaser has been
terminated.]
In consideration of the mutual agreements herein contained, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Purchaser
agree that the following provisions shall become effective and shall be binding
on and enforceable by the Company and the Purchaser upon the acquisition by the
Purchaser of the Class B_ Certificates.
<PAGE>
ARTICLE I
DEFINITIONS
Section 1.01. Defined Terms. Whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires, shall have the
following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday of (ii) a day
on which banking institutions in New York City or Boston, Massachusetts are
required or authorized by law or executive order to be closed.
Collateral Fund: The fund established and maintained pursuant to Section
3.01 hereof.
Collateral Fund Permitted Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) repurchase agreements on
obligations specified in clause (i) provided that the unsecured obligations of
the party agreeing to repurchase such obligations are at the time rated by each
Rating Agency in the highest long-term rating category, (iii) federal funds,
certificates of deposit, time deposits and banker's acceptances of any U.S.
depository institution or trust company incorporated under the laws of the
United States or any state provided that the debt obligations of such depository
institution or trust company at the date of acquisition thereof have been rated
by each Rating Agency in the highest long-term rating category, (iv) commercial
paper of any corporation incorporated under the laws of the United States or any
state thereof which on the date of acquisition has the highest short term rating
of each Rating Agency, and (v) other obligations or securities that are
acceptable to each Rating Agency as a Collateral Fund Permitted Investment
hereunder and will not, as evidenced in writing, result in a reduction or
withdrawal in the then current rating of the Certificates and, for each of the
preceding clauses, the maturity thereof shall be not later than the earlier to
occur of (A) 30 days from the date of the related investment and (B) the
Business Day preceding the next succeeding Distribution Date.
Commencement of Foreclosure: The first official action required under local
law in order to commence foreclosure proceedings or to schedule a trustee's sale
under a deed of trust, including (i) in the case of a mortgage, any filing or
service of process necessary to commence an action to foreclose, or (ii) in the
case of a deed of trust, the posting, publishing, filing or delivery of a notice
of sale, but not including in either case (x) any notice of default, notice of
intent to foreclose or sell or any other action prerequisite to the actions
specified in (i) or (ii) above and, upon the consent of the Purchaser which will
be deemed given unless expressly withheld within two Business Days of
notification, (y) the acceptance of a deed-in-lieu of foreclosure (whether in
connection with a sale of the related property or otherwise) or (z) initiation
and completion of a short pay-off.
Current Appraisal: With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged Property obtained by the Purchaser as nearly contemporaneously as
practicable to the time of the Purchaser's election, prepared based on the
Company's customary requirements for such appraisals.
Election to Delay Foreclosure: Any election by the Purchaser to delay the
Commencement of Foreclosure, made in accordance with Section 2.02(b).
Election to Foreclose: Any election by the Purchaser to proceed with the
Commencement of Foreclosure, made in accordance with Section 2.03(a).
Required Collateral Fund Balance: As of any date of determination, an
amount equal to the aggregate of all amounts previously required to be deposited
in the Collateral Fund pursuant to Section 2.02(d) (after adjustments for all
withdrawals and deposits prior to such date pursuant to Section 2.02(e)) and
Section 2.03(b) (after adjustment for all withdrawals and deposits prior to such
date pursuant to Section 2.03(c)) and Section 3.02, reduced by all withdrawals
therefrom prior to such date pursuant to Section 2.02(g) and Section 2.03(d).
Section 1.02. Definitions Incorporated by Reference. All capitalized terms
not otherwise defined in this Agreement shall have the meanings assigned in the
Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01. Reports and Notices.
(a) In connection with the performance of its duties under the Pooling and
Servicing Agreement relating to the realization upon defaulted Mortgage Loans,
the Company as Servicer shall provide to the Purchaser the following notices and
reports:
(i) Within five Business Days after each Distribution Date (or included in
or with the monthly statements to Certificateholders pursuant to the Pooling and
Servicing Agreement), the Company, as Servicer, shall provide to the Purchaser a
report, using the same methodology and calculations in its standard servicing
reports, indicating for the Trust Fund the number of Mortgage Loans that are (A)
thirty days, (B) sixty days, (C) ninety days or more delinquent or (D) in
foreclosure, and indicating for each such Mortgage Loan the loan number and
outstanding principal balance.
(ii) Prior to the Commencement of Foreclosure in connection with any
Mortgage Loan, the Company shall provide the Purchaser with a notice (sent by
facsimile transmission) of such proposed and imminent foreclosure, stating the
loan number and the aggregate amount owing under the Mortgage Loan. Such notice
may be provided to the Purchaser in the form of a copy of a referral letter from
the Company to an attorney requesting the institution of foreclosure or a copy
of a request to foreclose received by the Company from the related primary
servicer which has been approved by the Company.
(b) If requested by the Purchaser, the Company shall make its servicing
personnel available (during their normal business hours) to respond to
reasonable inquiries, in writing by facsimile transmission, by the Purchaser in
connection with any Mortgage Loan identified in a report under subsection (a)(i)
or (a)(ii) which has been given to the Purchaser, provided, that (1) the Company
shall only be required to provide information that is readily accessible to its
servicing personnel and is non-confidential and (2) the Company shall respond
within five Business Days orally or in writing by facsimile transmission.
(c) In addition to the foregoing, the Company shall provide to the
Purchaser such information as the Purchaser may reasonably request concerning
each Mortgage Loan that is at least sixty days delinquent and each Mortgage Loan
which has become real estate owned, through the final liquidation thereof,
provided, that the Company shall only be required to provide information that is
readily accessible to its servicing personnel and is non-confidential.
Section 2.02. Purchaser's Election to Delay Foreclosure Proceedings.
(a) The Purchaser shall be deemed to direct the Company that in the event
that the Company does not receive written notice of the Purchaser's election
pursuant to subsection (b) below within 24 hours (exclusive of any intervening
non-Business Days) of transmission of the notice provided by the Company under
Section 2.01(a)(ii) subject to extension as set forth in Section 2.02(b), the
Company may proceed with the Commencement of Foreclosure in respect of such
Mortgage Loan in accordance with its normal foreclosure policies without further
notice to the Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the Company) or
(ii) with notice to the Purchaser if the Company has reached the terms of a
forbearance agreement with the borrower. In such latter case the Company may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days of notification.
(b) In connection with any Mortgage Loan with respect to which a notice
under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser may
elect to instruct the Company to delay the Commencement of Foreclosure until
such time as the Purchaser determines that the Company may proceed with the
Commencement of Foreclosure. Such election must be evidenced by written notice
received within 24 hours (exclusive of any intervening non-Business Days) of
transmission of the notice provided by the Company under Section 2.01(a)(ii).
The Purchaser shall send a copy of such notice of election to each Rating Agency
as soon as practicable thereafter. Such 24-hour period shall be extended for no
longer than an additional four Business Days after the receipt of the
information if the Purchaser requests additional information related to such
foreclosure within such 24-hour period; provided, however, that the Purchaser
will have at least one Business Day to make such election following its receipt
of any requested additional information. Any such additional information shall
(i) not be confidential in nature and (ii) be obtainable by the Company from
existing reports, certificates or statements or otherwise be readily accessible
to its servicing personnel. The Purchaser agrees that it has no right to deal
with the mortgagor. However, if the Company's normal foreclosure policies
include acceptance of a deed-in-lieu of foreclosure or short payoff, the
Purchaser will be notified and given two Business Days to respond.
(c) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Purchaser shall obtain a Current Appraisal as
soon as practicable, and shall provide the Company with a copy of such Current
Appraisal.
(d) Within two Business Days of making any Election to Delay Foreclosure,
the Purchaser shall remit by wire transfer to the Trustee, for deposit in the
Collateral Fund, an amount, as calculated by the Company, equal to the sum of
(i) 125% of the greater of the Scheduled Principal Balance of the Mortgage Loan
and the value shown in the Current Appraisal referred to in subsection (c) above
(or, if such Current Appraisal has not yet been obtained, the Company's estimate
thereof, in which case the required deposit under this subsection shall be
adjusted upon obtaining such Current Appraisal), and (ii) three months' interest
on the Mortgage Loan at the applicable Mortgage Rate. If any Election to Delay
Foreclosure extends for a period in excess of three months (such excess period
being referred to herein as the "Excess Period"), the Purchaser shall remit by
wire transfer in advance to the Trustee for deposit in the Collateral Fund the
amount of each additional month's interest, as calculated by the Company, equal
to interest on the Mortgage Loan at the applicable Mortgage Rate for the Excess
Period. The terms of this Agreement will no longer apply to the servicing of any
Mortgage Loan upon the failure of the Purchaser to deposit the above amounts
relating to the Mortgage Loan within two Business Days of (i) the Election to
Delay Foreclosure or (ii) the beginning of the related Excess Period, as the
case may be.
(e) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Company or the Trustee may withdraw from the
Collateral Fund from time to time amounts necessary to reimburse the Company for
all related Monthly Advances and Liquidation Expenses thereafter made by the
Company as Servicer in accordance with the Pooling and Servicing Agreement. To
the extent that the amount of any such Liquidation Expense is determined by the
Company based on estimated costs, and the actual costs are subsequently
determined to be higher, the Company or the Trustee may withdraw the additional
amount from the Collateral Fund to reimburse the Company. In the event that the
Mortgage Loan is brought current by the mortgagor, the amounts so withdrawn from
the Collateral Fund shall be redeposited therein as and to the extent that
reimbursement therefor from amounts paid by the mortgagor is not prohibited
pursuant to the Pooling and Servicing Agreement as of the date hereof. Except as
provided in the preceding sentence, amounts withdrawn from the Collateral Fund
to cover Monthly Advances and Liquidation Expenses shall not be redeposited
therein or otherwise reimbursed to the Purchaser. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts remaining in the
Collateral Fund in respect of such Mortgage Loan (after adjustment for all
previous withdrawals and deposits pursuant to this subsection and after
reimbursement to the Servicer for all related Monthly Advances) shall be
released to the Purchaser.
(f) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Company shall continue to service the
Mortgage Loan in accordance with its customary procedures (other than the delay
in Commencement of Foreclosure as provided herein). If and when, following such
election, the Purchaser shall notify the Company that it believes that it is
appropriate to do so, the Company shall proceed with the Commencement of
Foreclosure; provided that, in any event, if the Mortgage Loan is not brought
current by the mortgagor by the time the loan becomes 6 months delinquent, the
Purchaser's election shall no longer be effective, unless the Purchaser shall
have purchased the related Mortgage Loan promptly following (and in any event
not later than the third Business Day after) the end of such 6-month period in
the manner provided in the following two sentences, and the Company shall be
entitled to proceed with the Commencement of Foreclosure. Any purchase of such
Mortgage Loan by the Purchaser pursuant to the preceding sentence shall be at a
purchase price equal to the unpaid principal balance of the Mortgage Loan plus
accrued interest at the Mortgage Rate from the date last paid by the mortgagor.
Such purchase price shall be deposited by the Purchaser into the Collateral Fund
in immediately available funds on the Business Day which is the date of purchase
and the Purchaser shall instruct the Trustee (with notice to the Company) to
withdraw such amount therefrom on such Business Day and remit the same to the
Trust Fund for application as Liquidation Proceeds pursuant to the Pooling and
Servicing Agreement. Following such withdrawal, all amounts remaining in the
Collateral Fund in respect of such Mortgage Loan (after adjustment for all
previous withdrawals and deposits pursuant to this Agreement and after
reimbursement to the Servicer for all related Monthly Advances) shall be
released to the Purchaser.
(g) Upon the occurrence of a liquidation with respect to any Mortgage Loan
as to which the Purchaser made an Election to Delay Foreclosure and as to which
the Company proceeded with the Commencement of Foreclosure in accordance with
subsection (f) above, the Company shall calculate the amount, if any, by which
the value shown on the Current Appraisal obtained under subsection (c) exceeds
the actual sales price obtained for the related Mortgaged Property (net of
Liquidation Expenses and unreimbursed Monthly Advances related to the extended
foreclosure period), and the Company or the Trustee shall withdraw the amount of
such excess from the Collateral Fund and shall remit the same to the Trust Fund
for application as additional Liquidation Proceeds pursuant to the Pooling and
Servicing Agreement. After making such withdrawal, all amounts remaining in the
Collateral Fund in respect of such Mortgage Loan (after adjustment for all
withdrawals and deposits pursuant to subsection (e) and after reimbursement to
the Servicer for all related Monthly Advances) shall be released to the
Purchaser.
Section 2.03. Purchaser's Election to Commence Foreclosure Proceedings.
(a) In connection with any Mortgage Loan identified in a report under
Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to
proceed with the Commencement of Foreclosure as soon as practicable. Such
election must be evidenced by written notice received by the Company by 5:00
p.m., New York City time, on the third Business Day following the delivery of
such report under Section 2.01(a)(i).
(b) Within two Business Days of making any Election to Foreclose, the
Purchaser shall remit to the Trustee, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current Scheduled
Principal Balance of the Mortgage Loan and three months' interest on the
Mortgage Loan at the applicable Mortgage Rate. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts in the Collateral Fund in
respect of such Mortgage Loan (after adjustment for all withdrawals and deposits
pursuant to subsection (c) below) shall be released to the Purchaser. The terms
of this Agreement will no longer apply to the servicing of any Mortgage Loan
upon the failure of the Purchaser to deposit the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Foreclose.
(c) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Foreclose, the Company shall continue to service the Mortgage Loan
in accordance with its customary procedures. In connection therewith, the
Company shall have the same rights to make withdrawals for Monthly Advances and
Liquidation Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection. The Company shall not be required to proceed
with the Commencement of Foreclosure if (i) the same is stayed as a result of
the mortgagor's bankruptcy or is otherwise barred by applicable law, or to the
extent that all legal conditions precedent thereto have not yet been complied
with, or (ii) the Company believes there is a breach of representations or
warranties by the Company, which may result in a repurchase or substitution of
such Mortgage Loan, or (iii) the Company has or expects to have the right under
the Pooling and Servicing Agreement to purchase the defaulted Mortgage Loan and
intends to exercise such right or (iv) the Company reasonably believes the
Mortgaged Property may be contaminated with or affected by hazardous wastes or
hazardous substances (and the Company supplies the Purchaser with information
supporting such belief) or (v) the same is prohibited by or is otherwise
inconsistent with the provisions of the Pooling and Servicing Agreement. Any
foreclosure that has been initiated may be discontinued (i) without notice to
the Purchaser if the Mortgage Loan has been brought current or if a refinancing
or prepayment occurs with respect to the Mortgage Loan (including by means of a
short payoff approved by the Purchaser) or (ii) with notice to the Purchaser if
the Company has reached the terms of a forbearance agreement unless instructed
otherwise by the Purchaser within two Business Days of notification.
(d) Upon the occurrence of a liquidation with respect to any Mortgage Loan
as to which the Purchaser made an Election to Foreclose and as to which the
Company proceeded with the Commencement of Foreclosure in accordance with
subsection (c) above, the Company shall calculate the amount, if any, by which
the Scheduled Principal Balance of the Mortgage Loan at the time of liquidation
(plus all unreimbursed Monthly Advances and Liquidation Expenses in connection
therewith other than those previously paid from the Collateral Fund) exceeds the
actual sales price obtained for the related Mortgaged Property, and the Company
or the Trustee shall withdraw the amount of such excess from the Collateral Fund
and shall remit the same to the Trust Fund for application as additional
Liquidation Proceeds pursuant to the Pooling and Servicing Agreement. After
making such withdrawal, all amounts remaining in the Collateral Fund (after
adjustment for all withdrawals and deposits pursuant to subsection (c) above and
after reimbursement to the Servicer for all related Monthly Advances) in respect
of such Mortgage Loan shall be released to the Purchaser.
Section 2.04. Termination.
(a) With respect to all Mortgage Loans included in the Trust Fund, the
Purchaser's right to make any Election to Delay Foreclosure or any Election to
Foreclose and the Company's obligations under Section 2.01 shall terminate on
the earliest to occur of the following: (i) at such time as the Class
Certificate Principal Balance of the Class B_ Certificates has been reduced to
zero, (ii) if the greater of (x) 43% (or such lower or higher percentage that
represents the Company's actual loss experience with respect to the Mortgage
Loans 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 Mortgage Pass-Through Certificates 199_-__
Collateral Fund, for the benefit of GE Capital Mortgage Services, Inc. and State
Street Bank and Trust Company on behalf of Certificateholders, as secured
parties" (the "Collateral Fund"). Amounts held in the Collateral Fund shall
continue to be the property of the Purchaser, subject to the first priority
security interest granted hereunder for the benefit of such secured parties,
until withdrawn from the Collateral Fund pursuant to the Section 2.02 or 2.03
hereof.
Upon the termination of this Agreement and the liquidation of all Mortgage
Loans as to which the Purchaser has made any Election to Delay Foreclosure or
any Election to Foreclose pursuant to Section 2.04 hereof, the Company shall
distribute to the Purchaser all amounts remaining in the Collateral Fund
together with any investment earnings thereon (after giving effect to all
withdrawals therefrom permitted under this Agreement).
The Purchaser shall not take or direct the Company or the Trustee to take
any action contrary to any provision of the Pooling and Servicing Agreement. In
no event shall the Purchaser (i) take or cause the Trustee or the Company to
take any action that could cause any REMIC established under the Pooling and
Servicing Agreement to fail to qualify as a REMIC or cause the imposition on any
such REMIC of any "prohibited transaction" or "prohibited contribution" taxes or
(ii) cause the Trustee or the Company to fail to take any action necessary to
maintain the status of any such REMIC as a REMIC.
Section 3.02. Collateral Fund Permitted Investments. The Company shall, at
the written direction of the Purchaser, direct the Trustee to invest the funds
in the Collateral Fund in the name of the Trustee in Collateral Fund Permitted
Investments. Such direction shall not be changed more frequently then quarterly.
In the absence of any direction, the Company shall direct the Trustee select
such investments in accordance with the definition of Collateral Fund Permitted
Investments in its discretion.
All income and gain realized from any investment as well as any interest
earned on deposits in the Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the Purchaser and the
amount of net realized losses shall be promptly deposited by the Purchaser in
the Collateral Fund. The Company shall periodically (but not more frequently
than monthly) direct the Trustee to distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefor in the Collateral Fund,
equal to the amount by which the balance of the Collateral Fund, after giving
effect to all other distributions to be made from the Collateral Fund on such
date, exceeds the Required Collateral Fund Balance. Any amounts so distributed
shall be released from the lien and security interest of this Agreement.
Section 3.03. Grant of Security Interest. In order to secure the
obligations of the Purchaser hereunder to the Company and the Trustee for the
benefit of Certificateholders (other than its obligations under Section 4.10),
the Purchaser hereby grants to the Company and to the Trustee for the benefit of
the Certificateholders a security interest in and lien on all of the Purchaser's
right, title and interest, whether now owned or hereafter acquired, in and to:
(1) the Collateral Fund, (2) all amounts deposited in the Collateral Fund and
Collateral Fund Permitted Investments in which such amounts are invested (and
the distributions and proceeds of such investments) and (3) all cash and
non-cash proceeds of any of the foregoing, including proceeds of the voluntary
or involuntary conversion thereof (all of the foregoing collectively, the
"Collateral").
The Purchaser acknowledges the lien on and security interest in the
Collateral for the benefit of the Company and the Trustee on behalf of the
Certificateholders. The Purchaser shall take all actions requested by the
Company or the Trustee as may be reasonably necessary to perfect the security
interest created under this Agreement in the Collateral and cause it to be prior
to all other security interests and liens, including the execution and delivery
to the Company or at its direction the Trustee for filing of appropriate
financing statements in accordance with applicable law.
Section 3.04. Collateral Shortfalls. In the event that amounts on deposit
in the Collateral Fund at any time are insufficient to cover any withdrawals
therefrom that the Company or the Trustee is then entitled to make hereunder,
the Purchaser shall be obligated to pay such amounts to the Company or the
Trustee immediately upon demand. Such obligation shall constitute a general
corporate obligation of the Purchaser. The failure to pay such amounts within
two Business Days of such demand (except for amounts to cover interest on a
Mortgage Loan pursuant to Sections 2.02(d) and 2.03(b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Amendment. This Agreement may be amended from time to time by
the Company and the Purchaser by written agreement signed by the Company and the
Purchaser provided that no such amendment shall have a material adverse effect
on the holders of other Classes of Certificates.
Section 4.02. Counterparts. This Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 4.03. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 4.04. Notices. All demands, notices and direction hereunder shall
be in writing or by telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Company, with respect to notices pursuant to
Sections 2.02 and 2.03 hereto,
GE Capital Mortgage Services, Inc.
4680 Hallmark Parkway
San Bernadino, California 92407
Attention: Ken Scheller
Telephone: (909) 880-4608
Facsimile: (909) 473-2273
with respect to all other notices pursuant to this Agreement,
GE Capital Mortgage Services, Inc.
Three Executive Campus
Cherry Hill, New Jersey 08002
Attention: General Counsel
Telephone: (609) 661-6515
Facsimile: (609) 661-6875
or such other address as may hereafter be furnished in writing by the
Company, or
(b) in the case of the Purchaser, with respect to notices pursuant to
Section 2.01,
================================
--------------------------------
Attention:______________________
Telephone:______________________
Facsimile:______________________
with respect to all other notices pursuant to this Agreement,
================================
--------------------------------
Attention:______________________
Telephone:______________________
Facsimile:______________________
or such other address as may hereafter be furnished in writing by the
Purchaser, or
(c) in the case of the Trustee,
State Street Bank and Trust Company
Corporate Trust Department
8th Floor
225 Franklin Street
Boston, Massachusetts 02110
Attention: Karen Beard
Telephone: (617) 664-5465
Facsimile: (617) 664-5167
Section 4.05. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever, including regulatory, held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement.
Section 4.06. Successor and Assigns. The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and the
respective successors and assigns of the parties hereto; provided, however, that
the rights under this Agreement cannot be assigned by the Purchaser without the
consent of the Company.
Section 4.07. Article and Section Headings. The article and section
headings herein are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.
Section 4.08. Third Party Beneficiaries. The Trustee on behalf of
Certificateholders is the intended third party beneficiary of this Agreement.
Section 4.09. Confidentiality. The Purchaser agrees that all information
supplied by or on behalf of the Company pursuant to Section 2.01 or 2.02,
including individual account information, is the property of the Company and the
Purchaser agrees to use such information solely for the purposes set forth in
this Agreement and to hold such information confidential and not to disclose
such information.
Section 4.10. Indemnification. The Purchaser agrees to indemnify and hold
harmless the Company against any and all losses, claims, damages or liabilities
to which it may be subject, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
actions taken by the Company in accordance with the provisions of this Agreement
and which actions conflict or are alleged to conflict with the Company's
obligations under the Pooling and Servicing Agreement. The Purchaser hereby
agrees to reimburse the Company on demand for the reasonable legal or other
expenses incurred by it in connection with investigating or defending any such
loss, claim, damage, liability or action.
[Section 4.11. Delayed Effectiveness. The Purchaser agrees that,
notwithstanding any other provision of this Agreement, the Purchaser shall have
no rights hereunder, and the Company shall have no obligations hereunder, until
the Class Certificate Principal Balance of the Class B5 Certificates has been
reduced to zero and any Special Servicing and Collateral Fund Agreement between
the Company and the Purchaser relating to such Class B5 Certificates has been
terminated.]
<PAGE>
IN WITNESS WHEREOF, the Company and the Purchaser have caused their names
to be signed hereto by their respective officers thereunto duly authorized, all
as of the day and year first above written.
GE CAPITAL MORTGAGE SERVICES, INC.
By:________________________________
Name:
Title:
[PURCHASER]
By:_______________________________
Name:
Title:
Acknowledged and agreed to:
STATE STREET BANK AND TRUST COMPANY
By:___________________________________
Name:
Title:
<PAGE>
EXHIBIT L
FORM OF LOST NOTE AFFIDAVIT AND AGREEMENT
I, _________________________________________, being duly sworn, do hereby
state under oath that:
1. I am a duly elected ______________________ of GE Capital Mortgage
Services, Inc. (the "Company") and am duly authorized to make this affidavit.
2. This affidavit is being delivered in connection with the transfer of the
Mortgage Loan described in Paragraph 3 hereof by the Company pursuant to the
Pooling and Servicing Agreement dated as of [date] between the Company, Seller
and Servicer, and State Street Bank and Trust Company, Trustee, relating to the
Company's REMIC Mortgage Pass-Through Certificates, Series [____] ("Agreement").
Such Mortgage Loan constitutes a Designated Loan.
3. The Company is the payee under the following described Mortgage Note
("Mortgage Note") which evidences the obligation of the borrower(s) to repay the
Mortgage Loan:
Loan Number: __________________________________
Mortgage Note Date:_____________________________
Borrower(s): ___________________________________
Original Payee (if not the Company): ___________
Original Amount:________________________________
Mortgage Rate: _________________________________
Address of Mortgaged Property: _________________
------------------------------------------------
4. The Company is the lawful owner of the Mortgage Note and has not
cancelled, altered, assigned or hypothecated the Mortgage Note.
5. A thorough and diligent search for the executed original Mortgage Note
was undertaken and was unsuccessful.
6. Attached hereto is a true and correct copy of the Mortgage Note.
7. The Mortgage Note has not been endorsed by the Company in any manner
inconsistent with its transfer of the Mortgage Loan under the Agreement.
8. Without limiting the generality of the rights and remedies of the
Trustee contained in the Agreement, the Company hereby confirms and agrees that
in the event the inability to produce the executed original Mortgage Note
results in a breach of the representations and warranties appearing in Agreement
subsections 2.03(a)(ii) (the validity and enforceability of the lien created by
the Mortgage Loan) or (x) (no valid offset, defense or counterclaim to any
Mortgage Note or Mortgage), the Company shall repurchase the Mortgage Loan at
the Purchase Price and otherwise in accordance with Section 2.03(b) of the
Agreement. In addition, the Company covenants and agrees to indemnify the
Trustee and the Trust Fund from and hold them harmless against any and all
losses, liabilities, damages, claims or expenses (other than those resulting
from negligence or bad faith of the Trustee) arising from the Company's failure
to have delivered the Mortgage Note to the Trustee, including without limitation
any such losses, liabilities, damages, claims or expenses arising from any
action to enforce the indebtedness evidenced by the Mortgage Note or any claim
by any third party who is the holder of such indebtedness by virtue of
possession of the Mortgage Note.
9. In the event that the Company locates the executed original Mortgage
Note, it shall promptly provide the Mortgage Note to the Trustee.
10. Capitalized terms not otherwise defined herein shall have the meanings
given them in the Agreement.
Date: _______________________
------------------------------
(signature)
------------------------------
(print name)
------------------------------
(print title)
<PAGE>
State of New Jersey )
)ss:
)
On this ____________________day of ___________________, 199__, before me
appeared ____________________________, to me personally known, who acknowledged
the execution of the foregoing and who, having been duly sworn states that
he/she is a/the ______________________________of GE Capital Mortgage Services,
Inc., that any representations therein contained are true, that this Lost Note
Affidavit was signed and sealed on behalf of GE Capital Mortgage Services, Inc.
and that this Lost Note Affidavit is the free act and deed of GE Capital
Mortgage Services, Inc.
---------------------------------------
(Notary Public)
[Notarial Seal]
<PAGE>
EXHIBIT M
SCHEDULE OF DESIGNATED LOANS
SERIES 1999-12
LOAN NO. ORIGINAL PRINCIPLE BALANCE BORROWER NAME
4870044 $ 30,959.36 RAMINFARD
4970000 $295,000.00 CAMPBELL
5294855 $408,250.00 GILADI
7672926 $360,000.00 WOODS
32015596 $290,400.00 SHEU
70774799 $120,000.00 MEHR
<PAGE>
EXHIBIT N
SCHEDULE OF PLEDGED ASSET MORTGAGE LOANS
[NONE]
<PAGE>
EXHIBIT O
SENIOR PRINCIPAL PRIORITIES
third, to the classes of senior certificates entitled to principal
distributions, in reduction of the aggregate class certificate principal
balances (the "Class Certificate Principal Balances") thereof, to the extent of
remaining Available Funds, concurrently as follows:
(1) to the Class A1, Class A2, Class A3 and Class R Certificates, the
Senior Optimal Principal Amount for such Distribution Date, in the following
order of priority:
(a) to the Class R Certificates until the Class Certificate Principal
Balance thereof has been reduced to zero; and
(b) to the Class A1, Class A2 and Class A3 Certificates, the remaining
Senior Optimal Principal Amount for such Distribution Date, concurrently, as
follows:
(I) approximately 30.7865473198% of the amount distributable pursuant to
clause (1)(b) to the Class A1 and Class A2 Certificates, in the following order
of priority:
(A) to the Class A1 Certificates, the Class A1 Principal Distribution
Amount (as defined herein) for such Distribution Date, until the Class
Certificate Principal Balance thereof has been reduced to zero; and
(B) to the Class A2 Certificates (the "Group I Senior Certificates"), the
amount distributable pursuant to clause (1)(b)(I) less the Class A1 Principal
Distribution Amount for such Distribution Date, until the Class Certificate
Principal Balance thereof has been reduced to zero; and
(II) approximately 69.2134526802% of the amount distributable pursuant to
clause (1)(b) to the Class A3 Certificates, until the Class Certificate
Principal Balance thereof has been reduced to zero; and
(2) to the Class PO Certificates, the Class PO Principal Distribution
Amount for such Distribution Date, until the Class Certificate Principal Balance
thereof has been reduced to zero;
