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) April 29, 1999
GE CAPITAL MORTGAGE SERVICES, INC.
(as Seller and Servicer under the Pooling and
Servicing Agreement, dated as of April 1, 1999,
providing for the issuance of REMIC Mortgage
Pass-Through Certificates, Series 1999-9)
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 April 29, 1999, GE Capital Mortgage Services, Inc. ("GECMSI") offered to
investors certain classes of its REMIC Mortgage Pass-Through Certificates,
Series 1999-9 (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 1999-9") 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 April 27, 1999.
The original principal balance of each Class of the Certificates is as follows:
Class 1-A1 $98,563,000.00
Class 1-A2 $32,000,000.00
Class 1-A3 $71,103,000.00
Class 1-A4 $50,041,000.00
Class 1-A5 $4,155,000.00
Class 1-A6 $38,000,000.00
Class 1-A7 $1,203,000.00
Class 1-A8 $62,652,000.00
Class 1-A9 $4,884,000.00
Class R $100.00
Class RL $100.00
Class 2-A1 $38,400,000.00
Class 2-A2 $3,653,000.00
Class 2-A3 $12,039,000.00
Class 2-A4 $1,750,000.00
Class 2-A5 $50,000,000.00
Class 2-A6 $2,000,000.00
Class 2-A7 $2,600,000.00
Class 2-A8 $1,000,000.00
Class 2-A9 $3,600,000.00
Class M $9,271,000.00
Class B1 $3,758,000.00
Class B2 $2,254,000.00
Class B3 $2,506,000.00
Class B4 $1,003,000.00
Class B5 $1,253,813.00
Total : $497,689,013.00
The initial Junior Percentage and initial Senior Percentage for Pool 1999-9 are
approximately 4.00% and 96.00%, respectively. The "Bankruptcy Loss Amount," the
"Fraud Loss Amount" and the "Special Hazard Loss Amount" for Pool 1999-9 as of
the initial issuance of the Certificates are $5,011,339.00, $5,011,339.00 and
$165,208.00, respectively, representing approximately 1.00%, 1.00%, and .03%,
respectively, of the aggregate Scheduled Principal Balances of the Mortgage
Loans as of April 1, 1999 (the "Cut-off Date").
<PAGE>
Description of the Mortgage Pool and the Mortgaged Properties
Pool 1999-9 Pool 1
Pool 1999-9 Pool 1 consists primarily of fixed-rate, fully-amortizing
conventional Mortgage Loans evidenced by Mortgage Notes which have original
maturities of 20 to 30 years and an aggregate outstanding Scheduled Principal
Balance as of the Cut-off Date, after deducting payments of principal due on or
before such date and prepayments of principal received before such date, of
$380,746,934.31.
The interest rates (the "Mortgage Rates") borne by the 1149 Mortgage Loans
conveyed by GECMSI to Pool 1999-9 Pool 1 range from 6.250% to 9.375% and the
weighted average Mortgage Rate as of the Cut-off Date is 7.1242% 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 1999-9 Pool 1 ranged from $54,750.00 to
$1,000,000.00, and, as of the Cut-off Date, the average outstanding Scheduled
Principal Balance of the Mortgage Loans in Pool 1999-9 Pool 1 is $331,372.44,
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 1999-9 Pool 1 is May 13, 1992, and the latest
scheduled maturity date of any such Mortgage Loan is April 1, 2029. The weighted
average loan-to-value ratio of the Mortgage Loans as of the Cut-off Date in Pool
1999-9 Pool 1 is 74.0982%.
<PAGE>
The Mortgage Loans in Pool 1999-9 Pool 1 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 1999-9
Pool 1:
ORTGAGE # OF AGGREGATE BALANCES % OF POOL BY
RATES LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
----- ----- ------------------ -----------------
6.2500% 1 $340,726.39 0.0895%
6.3750% 4 $1,111,436.63 0.2919%
6.5000% 8 $2,473,397.18 0.6496%
6.6250% 30 $10,331,637.43 2.7135%
6.7500% 80 $27,828,004.11 7.3088%
6.8750% 190 $63,015,944.73 16.5506%
7.0000% 225 $77,020,465.42 20.2288%
7.1250% 192 $68,094,008.35 17.8843%
7.2500% 160 $53,128,225.20 13.9537%
7.3750% 107 $34,580,079.70 9.0822%
7.5000% 63 $19,761,494.55 5.1902%
7.6250% 32 $8,993,825.66 2.3622%
7.7500% 12 $3,146,507.50 0.8264%
7.8750% 10 $2,626,185.21 0.6897%
8.0000% 3 $683,248.68 0.1794%
8.1250% 1 $68,000.00 0.0179%
8.2500% 2 $671,954.21 0.1765%
8.3750% 1 $466,191.88 0.1224%
8.5000% 7 $1,790,128.13 0.4702%
8.6250% 6 $1,408,341.37 0.3699%
8.7500% 7 $1,701,137.23 0.4468%
8.8750% 4 $744,416.30 0.1955%
9.0000% 1 $214,321.63 0.0563%
9.1250% 1 $211,310.44 0.0555%
9.3750% 2 $335,946.38 0.0882%
Total 1,149 $380,746,934.31 100.0000%
<PAGE>
b) The following table sets forth information, as of the Cut-off Date, with
respect to the original principal balances of the Mortgage Loans in Pool 1999-9
Pool 1 :
ORIGINAL # OF AGGREGATE BALANCES % OF POOL BY
BALANCES LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
-------- ----- ------------------ -----------------
$ 0 - 227,150 80 $12,167,218.47 3.1956%
$227,151 - 250,000 54 $12,931,419.21 3.3963%
$250,001 - 300,000 388 $107,161,681.21 28.1451%
$300,001 - 350,000 257 $83,169,956.52 21.8439%
$350,001 - 400,000 162 $60,867,915.92 15.9865%
$400,001 - 450,000 70 $29,909,119.18 7.8554%
$450,001 - 600,000 114 $57,778,887.95 15.1751%
$600,001 - 650,000 18 $11,530,874.41 3.0285%
$650,001 - 1,000,000 + 6 $5,229,861.44 1.3736%
Total 1,149 $380,746,934.31 100.0000%
The largest outstanding Scheduled Principal Balance of any Mortgage Loan, as of
the Cut-off Date, in Pool 1999-9 Pool 1 is $999,139.01.
The smallest outstanding Scheduled Principal Balance of any Mortgage Loan, as of
the Cut-off Date, in Pool 1999-9 Pool 1 is $54,090.00.
c) The following table sets forth information, as of the Cut-off Date, with
respect to the years of origination of the Mortgage Loans in Pool 1999-9
Pool 1:
YEAR OF # OF AGGREGATE BALANCES % OF POOL BY
ORIGINATION LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
----------- ----- ------------------ -----------------
1992 24 $6,150,044.72 1.6153%
1997 3 $385,798.38 0.1013%
1998 113 $35,833,233.94 9.4113%
1999 1,009 $338,377,857.27 88.8721%
Total 1,149 $380,746,934.31 100.0000%
<PAGE>
d) The following table sets forth information, as of the Cut-off Date, with
respect to the loan-to-value ratios of the Mortgage Loans at origination in
Pool 1999-9 Pool 1:
LOAN-TO-VALUE
LOAN-TO-VALUE # OF AGGREGATE BALANCES % OF POOL BY
RATION AT ORIGINATION LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
- --------------------- ----- ------------------ -----------------
00.000 - 50.00 48 $16,906,817.02 4.4404%
50.001 - 60.00 67 $24,842,036.60 6.5246%
60.001 - 70.00 187 $66,416,557.79 17.4437%
70.001 - 75.00 162 $55,767,560.99 14.6469%
75.001 - 80.00 537 $174,535,303.34 45.8402%
80.001 - 85.00 30 $8,785,392.27 2.3074%
85.001 - 90.00 81 $23,456,482.43 6.1607%
90.001 - 95.00 37 $10,036,783.87 2.6361%
Total 1,149 $380,746,934.31 100.0000%
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 1999-9 Pool 1:
TYPE OF # OF AGGREGATE BALANCES % OF POOL BY
DWELLING LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
-------- ----- ------------------ -----------------
Single-family detached 1,073 $358,779,156.88 94.2304%
Single-family attached 18 $5,295,980.72 1.3909%
Condominium 38 $11,067,769.63 2.9069%
2 - 4 Family Units 20 $5,604,027.08 1.4718%
Total 1,149 $380,746,934.31 100.0000%
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 1999-9
Pool 1:
# OF AGGREGATE BALANCES % OF POOL BY
OCCUPANCY LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
--------- ----- ------------------ -----------------
Owner Occupied 1,125 $375,106,177.96 98.5186%
Vacation 12 $3,654,215.97 0.9597%
Investment 12 $1,986,540.38 0.5217%
Total 1,149 $380,746,934.31 100.0000%
<PAGE>
g) The following table sets forth information, as of the Cut-off Date, with
respect to the geographic distribution of the Mortgaged Properties securing
the Mortgage Loans in Pool 1999-9 Pool 1:
<TABLE>
<CAPTION>
# OF AGGREGATE BALANCES % OF POOL BY
STATE LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
----- ----- ------------------ -----------------
<S> <C> <C> <C>
Alabama 3 $1,069,969.28 0.2810%
Arizona 8 $2,960,197.60 0.7775%
Arkansas 1 $331,721.07 0.0871%
California 562 $189,582,279.65 49.7923%
Colorado 25 $7,986,874.88 2.0977%
Connecticut 12 $3,536,568.01 0.9288%
Delaware 2 $636,181.63 0.1671%
District Of Columbia 3 $1,029,274.09 0.2703%
Florida 15 $4,818,600.22 1.2656%
Georgia 11 $3,102,537.92 0.8149%
Hawaii 1 $225,000.00 0.0591%
Illinois 33 $11,000,248.16 2.8891%
Indiana 5 $1,669,175.90 0.4384%
Iowa 1 $287,571.19 0.0755%
Kansas 2 $626,388.81 0.1645%
Kentucky 2 $644,174.46 0.1692%
Louisiana 5 $1,670,108.43 0.4386%
Maryland 65 $20,648,024.41 5.4231%
Massachusetts 48 $15,848,368.87 4.1624%
Michigan 8 $2,872,996.53 0.7546%
Minnesota 4 $1,132,498.06 0.2974%
Missouri 11 $4,107,940.31 1.0789%
Nevada 10 $3,303,239.87 0.8676%
New Hampshire 1 $439,656.75 0.1155%
New Jersey 35 $12,358,764.42 3.2459%
New Mexico 4 $1,258,705.79 0.3306%
New York 16 $5,171,520.26 1.3583%
North Carolina 22 $7,268,733.25 1.9091%
Ohio 7 $1,978,471.05 0.5196%
Oklahoma 2 $721,113.06 0.1894%
Oregon 31 $9,965,751.34 2.6174%
Pennsylvania 23 $7,108,949.38 1.8671%
Rhode Island 2 $740,500.00 0.1945%
South Carolina 3 $977,943.85 0.2568%
Tennessee 9 $2,983,083.17 0.7835%
Texas 33 $10,673,912.09 2.8034%
Utah 2 $844,273.98 0.2217%
Vermont 1 $310,400.00 0.0815%
Virginia 59 $18,071,135.66 4.7462%
Washington 60 $19,753,598.14 5.1882%
Wisconsin 2 $1,030,482.77 0.2706%
Total 1,149 $380,746,934.31 100.0000%
</TABLE>
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 1999-9 Pool 1:
YEAR OF # OF AGGREGATE BALANCES % OF POOL BY
MATURITY LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
- -------- ----- ------------------ -----------------
2012 1 $221,954.21 0.0583%
2019 6 $1,879,982.52 0.4938%
2022 23 $5,928,090.51 1.5570%
2024 6 $1,626,340.80 0.4271%
2027 3 $385,798.38 0.1013%
2028 71 $21,991,216.75 5.7758%
2029 1,039 $348,713,551.14 91.5867%
Total 1,149 $380,746,934.31 100.0000%
The weighted average scheduled remaining term to maturity of the Mortgage Loans
in Pool 1999-9 Pool 1 calculated as of the Cut-off Date is 356.69 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 1999-9 Pool 1:
# OF AGGREGATE BALANCES % OF POOL BY
PURPOSE OF LOAN LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
--------------- ----- ------------------ -----------------
Purchase 454 $144,892,342.90 38.0548%
Rate Term/Refinance 486 $164,234,561.28 43.1348%
Cash-out Refinance 209 $71,620,030.13 18.8104%
Total 1,149 $380,746,934.31 100.0000%
<PAGE>
Pool 1999-9 Pool 2
Pool 1999-9 Pool 2 consists primarily of fixed-rate, fully-amortizing
conventional Mortgage Loans evidenced by Mortgage Notes which have original
maturities of 30 years and an aggregate outstanding Scheduled Principal Balance
as of the Cut-off Date, after deducting payments of principal due on or before
such date and prepayments of principal received before such date, of
$120,387,001.69.
The interest rates (the "Mortgage Rates") borne by the 361 Mortgage Loans
conveyed by GECMSI to Pool 1999-9 Pool 2 range from 6.250% to 9.375% and the
weighted average Mortgage Rate as of the Cut-off Date is 7.2208% 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 1999-9 Pool 2 ranged from $54,000.00 to
$1,500,000.00, and, as of the Cut-off Date, the average outstanding Scheduled
Principal Balance of the Mortgage Loans in Pool 1999-9 Pool 2 is $333,482.00,
after application of principal payments due on or before the Cut-off Date and
prepayments of principal received before such date. The earliest origination
date of any Mortgage Loan in Pool 1999-9 Pool 2 is Jan 14, 1992, and the latest
scheduled maturity date of any such Mortgage Loan is April 1, 2029. The weighted
average loan-to-value ratio of the Mortgage Loans as of the Cut-off Date in Pool
1999-9 Pool 2 is 72.5295%.
<PAGE>
The Mortgage Loans in Pool 1999-9 Pool 2 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 1999-9
Pool 2:
MORTGAGE # OF AGGREGATE BALANCES % OF POOL BY
RATES LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
----- ----- ------------------ -----------------
6.2500% 1 $107,897.53 0.0896%
6.5000% 4 $1,179,190.96 0.9795%
6.6250% 3 $1,193,412.40 0.9913%
6.7500% 7 $2,093,843.99 1.7393%
6.8750% 54 $19,519,749.45 16.2142%
7.0000% 70 $25,021,468.97 20.7841%
7.1250% 47 $16,549,082.24 13.7466%
7.2500% 62 $20,231,503.98 16.8053%
7.3750% 39 $12,886,553.66 10.7043%
7.5000% 31 $9,293,834.75 7.7200%
7.6250% 12 $3,632,675.84 3.0175%
7.7000% 1 $268,956.74 0.2234%
7.7500% 4 $1,210,846.96 1.0058%
7.8000% 1 $290,378.86 0.2412%
7.8750% 3 $998,696.40 0.8296%
8.0000% 1 $304,036.10 0.2525%
8.1250% 1 $298,804.41 0.2482%
8.2500% 1 $382,468.24 0.3177%
8.3750% 2 $586,621.34 0.4873%
8.5000% 5 $1,168,088.63 0.9703%
8.6250% 1 $385,549.67 0.3203%
8.7500% 5 $1,277,788.39 1.0614%
8.8750% 3 $790,464.08 0.6566%
9.0000% 1 $282,126.31 0.2343%
9.2500% 1 $239,035.30 0.1986%
9.3750% 1 $193,926.49 0.1611%
Total 361 $120,387,001.69 100.0000%
<PAGE>
b) The following table sets forth information, as of the Cut-off Date, with
respect to the original principal balances of the Mortgage Loans in Pool 1999-9
Pool 2 :
ORIGINAL # OF AGGREGATE BALANCES % OF POOL BY
BALANCES LOANS AS OF CUT-OFF DATE AGGREGATE BAL.
-------- ----- ------------------ --------------
$ 0 - 227,150 18 $2,738,863.82 2.2751%
$227,151 - 250,000 17 $3,946,029.26 3.2778%
$250,001 - 300,000 140 $38,434,914.08 31.9260%
$300,001 - 350,000 72 $23,029,305.75 19.1294%
$350,001 - 400,000 47 $17,559,498.22 14.5859%
$400,001 - 450,000 24 $10,062,485.32 8.3585%
$450,001 - 600,000 31 $15,804,177.77 13.1278%
$600,001 - 650,000 8 $5,154,283.23 4.2814%
$650,001 - 1,000,000 + 4 $3,657,444.24 3.0381%
Total 361 $120,387,001.69 100.0000%
The largest outstanding Scheduled Principal Balance of any Mortgage Loan, as of
the Cut-off Date, in Pool 1999-9 Pool 2 is $1,500,000.00.
The smallest outstanding Scheduled Principal Balance of any Mortgage Loan, as of
the Cut-off Date, in Pool 1999-9 Pool 2 is $53,792.54.
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 1999-9
Pool 2:
YEAR OF # OF AGGREGATE BALANCES % OF POOL BY
ORIGINATION LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
----------- ----- ------------------ -----------------
1992 19 $5,041,576.01 4.1878%
1997 5 $1,417,942.58 1.1778%
1998 56 $16,901,285.55 14.0391%
1999 281 $97,026,197.55 80.5953%
Total 361 $120,387,001.69 100.0000%
<PAGE>
d) The following table sets forth information, as of the Cut-off Date, with
respect to the loan-to-value ratios of the Mortgage Loans at origination in
Pool 1999-9 Pool 2:
LOAN-TO-VALUE
RATIO AT # OF AGGREGATE BALANCES % OF POOL BY
ORIGINATION LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
----------- ----- ------------------ -----------------
00.000 - 50.00 19 $5,486,030.09 4.5570%
50.001 - 60.00 39 $14,847,996.02 12.3336%
60.001 - 70.00 61 $21,398,339.23 17.7746%
70.001 - 75.00 57 $20,121,381.58 16.7139%
75.001 - 80.00 145 $47,118,385.16 39.1390%
80.001 - 85.00 4 $1,250,649.64 1.0389%
85.001 - 90.00 25 $7,179,730.15 5.9639%
90.001 - 95.00 11 $2,984,489.82 2.4791%
Total 361 $120,387,001.69 100.0000%
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 1999-9 Pool 2:
TYPE OF # OF AGGREGATE BALANCES % OF POOL BY
DWELLING LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
-------- ----- ------------------ -----------------
Single-family detached 342 $113,614,079.12 94.3740%
Single-family attached 3 $980,836.36 0.8147%
Condominium 13 $4,484,483.28 3.7251%
2 - 4 Family Units 3 $1,307,602.93 1.0862%
Total 361 $120,387,001.69 100.0000%
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 1999-9
Pool 2:
# OF AGGREGATE BALANCES % OF POOL BY
OCCUPANCY LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
--------- ----- ------------------ -----------------
Owner Occupied 353 $117,996,084.25 98.0140%
Vacation 4 $1,302,684.65 1.0821%
Investment 4 $1,088,232.79 0.9039%
Total 361 $120,387,001.69 100.0000%
<PAGE>
g) The following table sets forth information, as of the Cut-off Date, with
respect to the geographic distribution of the Mortgaged Properties securing
the Mortgage Loans in Pool 1999-9 Pool 2:
# OF AGGREGATE BALANCES % OF POOL BY
STATE LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
----- ----- ------------------ -----------------
California 361 $120,387,001.69 100.0000%
Total 361 $120,387,001.69 100.0000%
<PAGE>
h) The following table sets forth information, as of the Cut-off Date, with
respect to the maturity dates of the Mortgage Loans in Pool 1999-9 Pool 2:
YEAR OF # OF AGGREGATE BALANCES % OF POOL BY
MATURITY LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
-------- ----- ------------------ -----------------
2022 19 $5,041,576.01 4.1878%
2027 2 $578,544.58 0.4806%
2028 39 $11,855,471.33 9.8478%
2029 301 $102,911,409.77 85.4838%
Total 361 $120,387,001.69 100.0000%
The weighted average scheduled remaining term to maturity of the Mortgage Loans
in Pool 1999-9 Pool 2 calculated as of the Cut-off Date is 354.86 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 1999-9 Pool 2:
# OF AGGREGATE BALANCES % OF POOL BY
PURPOSE OF LOAN LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
--------------- ----- ------------------ -----------------
Purchase 139 $46,152,220.49 38.3366%
Rate Term/Refinance 164 $56,421,491.29 46.8667%
Cash-out Refinance 58 $17,813,289.91 14.7967%
Total 361 $120,387,001.69 100.0000%
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
1.1 The Underwriting Agreement, dated as of October 23, 1995, and the related
Terms Agreement, dated as of April 27, 1999, for certain of the Series
1999-9 Certificates between GE Capital Mortgage Services, Inc. and Salomon
Smith Barney Inc.
4.1 The Pooling and Servicing Agreement for the Series 1999-9 Certificates,
dated as of April 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: ___________________
Name: Syed W. Ali
Title: Vice President
Dated as of April 29, 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: ___________________
Name: Syed W. Ali
Title: Vice President
Dated as of April 29, 1999
<PAGE>
EXHIBIT INDEX
The exhibits are being filed herewith:
- ------------------ ------------------------------------------ ------------------
EXHIBIT NO. DESCRIPTION PAGE
- ------------------ ------------------------------------------ ------------------
1.1 The Underwriting Agreement, dated
as of October 23, 1995, and the
related Terms Agreement, dated as
of April 27, 1999, for certain of
the Series 1999-9 Certificates
between GE Capital Mortgage
Services, Inc. and Salomon Smith
Barney Inc.
4.1 The Pooling and Servicing Agreement
for the Series 1999-9 Certificates,
dated as of April 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
Salomon Brothers Inc New York, New York
Seven World Trade Center October 23, 1995
New York, New York 10048
Ladies and Gentlemen:
GE Capital Mortgage Services, Inc., a corporation
organized and existing under the laws of the State of New Jersey
(the "Company"), may offer for sale to you (the "Underwriter")
from time to time its Pass-Through Certificates evidencing
interests in pools of mortgage loans (the "Certificates"). The
Certificates may be issued in various series, and within each
series, in one or more classes, in one or more offerings on terms
determined at the time of sale (each such series, a "Series" and
each such class, a "Class"). Each Series of the Certificates will
be issued under a separate Pooling and Servicing Agreement (each,
a "Pooling and Servicing Agreement") to be dated as of the
respective cut-off date (each, a "Cut-off Date") between the
Company, as seller and servicer, and State Street Bank and Trust
Company, as trustee (the "Trustee"). Capitalized terms used but
not defined herein shall have the meanings given to them in the
related Pooling and Servicing Agreement.
The Certificates issued under each Pooling and
Servicing Agreement will represent the entire beneficial
ownership interest in a trust fund (the "Trust Fund") established
by such Pooling and Servicing Agreement. The assets of each Trust
Fund will consist primarily of a pool of conventional, fixed
rate, first lien, fully amortizing, one- to four-family
residential mortgage loans (the "Mortgage Loans") having the
original terms to maturity specified in the related Terms
Agreement referred to hereinbelow. If so specified in the related
Terms Agreement, one or more elections may be made to treat the
assets of each Trust Fund as a real estate mortgage investment
conduit (each, a "REMIC") for federal income tax purposes.
<PAGE>
Whenever the Company determines to make an offering of
Certificates (each, a "Certificate Offering") pursuant to this
Agreement through you, it will enter into an agreement with you
(the "Terms Agreement") providing for the sale of specified
Classes of Offered Certificates (as defined below) to, and the
purchase and public offering thereof by, you. Each such
Certificate Offering which the Company elects to make pursuant to
this Agreement shall be governed by this Agreement, as
supplemented by the related Terms Agreement. Each Terms
Agreement, which shall be substantially in the form of Exhibit A
hereto, shall specify, among other things, the Classes of
Certificates to be purchased by the Underwriter (the "Offered
Certificates"), the principal balance or balances of the Offered
Certificates, each subject to any stated variance, and the price
or prices at which such Offered Certificates are to be purchased
by the Underwriter from the Company.
1. Representations and Warranties. (a) The Company
represents and warrants to and agrees with the Underwriter, as of
the date of the related Terms Agreement, that:
(i) The registration statement specified
in the related Terms Agreement, on Form S-3, including
a prospectus, has been filed with the Securities and
Exchange Commission (the "Commission") for the
registration under the Securities Act of 1933, as
amended (the "Act"), of pass-through certificates
issuable in series, which registration statement has
been declared effective by the Commission. Such
registration statement, as amended to the date of the
related Terms Agreement, including any documents
incorporated by reference therein pursuant to Item 12
of Form S-3 under the Act which were filed under the
Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on or before the effective date of
the Registration Statement, is hereinafter called the
"Registration Statement," and such prospectus, as such
prospectus is supplemented by a prospectus supplement
relating to the Offered Certificates of the related
Series, each in the form first filed after the date of
the related Terms Agreement pursuant to Rule 424(b)
under the Act, including any documents incorporated by
reference therein pursuant to Item 12 of Form S-3
under the Act which were filed under the Exchange Act
on or before the date of such Prospectus Supplement
(other than any such incorporated documents that
relate to Collateral Term Sheets (as defined
herein))(such prospectus supplement, including such
incorporated documents (other than those that relate
to Collateral Term Sheets), in the form first filed
after the date of the related Terms Agreement pursuant
to Rule 424(b) is hereinafter called the "Prospectus
Supplement"), is
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<PAGE>
hereinafter called the "Prospectus". Any reference
herein to the terms "amend," "amendment" or
"supplement" with respect to the Registration
Statement, the Prospectus or the Prospectus Supplement
shall be deemed to refer to and include the filing of
any document under the Exchange Act after the
effective date of the Registration Statement or the
issue date of the Prospectus or Prospectus Supplement,
as the case may be, deemed to be incorporated therein
by reference pursuant to Item 12 of Form S-3 under the
Act.
(ii) The related Registration Statement,
at the time it became effective, and the prospectus
contained therein, and any amendments thereof and
supplements thereto filed prior to the date of the
related Terms Agreement, conformed in all material
respects to the requirements of the Act and the rules
and regulations of the Commission thereunder; on the
date of the related Terms Agreement and on each
Closing Date (as defined in Section 3 below), the
related Registration Statement and the related
Prospectus, and any amendments thereof and supplements
thereto, will conform in all material respects to the
requirements of the Act and the rules and regulations
of the Commission thereunder; such Registration
Statement, at the time it became effective, did not
contain any untrue statement of a material fact or
omit to state a material fact required to be stated
therein or necessary to make the statements therein
not misleading; such Prospectus, on the date of any
filing pursuant to Rule 424(b) and on each Closing
Date, will not include any untrue statement of a
material fact or omit to state a material fact
necessary to make the statements therein, in the light
of the circumstances under which they are made, not
misleading; and the Detailed Description referred to
in such Prospectus, on each Closing Date and the date
of any filing thereof under cover of Form 8-K, will
not include any untrue statement of a material fact or
omit to state any information which such Prospectus
states will be included in such Detailed Description;
provided, however, that the Company makes no
representations or warranties as to the information
contained in or omitted from (A) such Registration
Statement or such Prospectus (or any supplement
thereto) in reliance upon and in conformity with
written information furnished to the Company by or on
behalf of the Underwriter specifically for use in the
preparation thereof or (B) any Current Report (as
defined in Section 5(b) below), or in any amendment
thereof or supplement thereto, incorporated by
reference in such Registration Statement or such
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<PAGE>
Prospectus (or any amendment thereof or supplement
thereto).
(iii) The Certificates of the related
Series will conform to the description thereof
contained in the related Prospectus; will each, if
rated at the time of issuance in one of the two
highest rating categories by a nationally recognized
statistical rating organization, be when issued a
"mortgage related security" as such term is defined in
Section 3(a)(41) of the Exchange Act, and will each on
the related Closing Date be duly and validly
authorized, and, when validly executed, countersigned,
issued and delivered in accordance with the related
Pooling and Servicing Agreement and sold to you as
provided herein and in the related Terms Agreement,
will each be validly issued and outstanding and
entitled to the benefits of the related Pooling and
Servicing Agreement.
(iv) Neither the issuance nor sale of the
Certificates of the related Series nor the
consummation of any other of the transactions herein
contemplated, nor the fulfillment of the terms hereof
or of the related Terms Agreement, will conflict with
any statute, order or regulation applicable to the
Company of any court, regulatory body, administrative
agency or governmental body having jurisdiction over
the Company or with any organizational document of the
Company or any instrument or any agreement under which
the Company is bound or to which it is a party.
(v) This Agreement and the related Terms
Agreement have been duly authorized, executed and
delivered by the Company.
(vi) At or prior to the related Closing
Date, the Company will have entered into the related
Pooling and Servicing Agreement and, assuming the due
authorization, execution and delivery thereof by the
Trustee, such Pooling and Servicing Agreement (on such
Closing Date) will constitute the valid and binding
agreement of the Company enforceable in accordance
with its terms, subject as to enforceability, to
bankruptcy, insolvency, reorganization or other
similar laws affecting creditors' rights and to
general principles of equity (regardless of whether
the enforceability of such Pooling and Servicing
Agreement is considered in a proceeding in equity or
at law).
2. Purchase and Sale. Subject to the execution of
the Terms Agreement for a particular Certificate Offering and
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<PAGE>
subject to the terms and conditions and in reliance upon the
representations and warranties set forth in this Agreement and
such Terms Agreement, the Company agrees to sell to the
Underwriter, and the Underwriter agrees to purchase from the
Company, all, but not less than all, of the related Offered
Certificates at the purchase price therefor set forth in such
Terms Agreement (the "Purchase Price").
The parties hereto agree that settlement for all
securities sold pursuant to this Agreement and the applicable
Terms Agreement shall take place on the settlement date agreed
upon at the time of the related transaction and set forth as the
"Closing Date" in such Terms Agreement and not as set forth in
Rule 15c6-1(a) of the Exchange Act.
3. Delivery and Payment. Delivery of and payment for
the Offered Certificates of a Series shall be made at the offices
of Cleary, Gottlieb, Steen & Hamilton, New York, New York, at
10:00 A.M., New York City time, on the Closing Date specified in
the related Terms Agreement, which date and time may be postponed
by agreement between the Underwriter and the Company (such date
and time being herein called the "Closing Date"). Delivery of
such Offered Certificates shall be made to the Underwriter
against payment by the Underwriter of the Purchase Price thereof
to or upon the order of the Company by wire transfer in federal
or other immediately available funds or by check payable in
federal funds, as the Company shall specify no later than five
full business days prior to such Closing Date. Unless delivery is
made through the facilities of The Depository Trust Company, the
Offered Certificates shall be registered in such names and in
such authorized denominations as the Underwriter may request not
less than two full business days in advance of each Closing Date.
The Company agrees to notify the Underwriter at least
two business days before each Closing Date of the exact principal
balance evidenced by the Offered Certificates and to have such
Offered Certificates available for inspection, checking and
packaging in New York, New York, no later than 12:00 noon on the
business day prior to such Closing Date.
4. Offering by the Underwriter. It is understood that
the Underwriter proposes to offer the Offered Certificates of the
related Series for sale to the public as set forth in the related
Prospectus.
5. Agreements. The Company agrees with the
Underwriter that:
(a) The Company will cause the Prospectus as
supplemented by a Prospectus Supplement relating to the
Offered Certificates to be filed pursuant to Rule 424 under
the Act and will promptly advise the Underwriter when such
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<PAGE>
Prospectus as so supplemented has been so filed, and prior
to the termination of the Certificate Offering to which
such Prospectus relates also will promptly advise the
Underwriter (i) when any amendment to the related
Registration Statement specifically relating to such
Offered Certificates shall have become effective or any
further supplement to such Prospectus has been filed, (ii)
of any request by the Commission for any amendment of such
Registration Statement or Prospectus or for any additional
information, (iii) of the issuance by the Commission of any
stop order suspending the effectiveness of such
Registration Statement or the institution or threatening of
any proceeding for that purpose and (iv) of the receipt by
the Company of any written notification with respect to the
suspension of the qualification of such Offered
Certificates for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose. The
Company will not file any amendment of the related
Registration Statement or supplement to the related
Prospectus (other than any amendment or supplement
specifically relating to one or more Series of pass-through
certificates other than the Series that includes the
related Offered Certificates) unless the Company has
furnished the Underwriter with a copy for its review prior
to filing. The Company will use its best efforts to prevent
the issuance of any such stop order and, if issued, to
obtain as soon as possible the withdrawal thereof.
(b) The Company will cause any Computational
Materials and any Structural Term Sheets (each as defined
in Section 8 below) with respect to the Offered
Certificates of a Series that are delivered by the
Underwriter to the Company pursuant to Section 8 to be
filed with the Commission on a Current Report on Form 8-K
(a "Current Report") pursuant to Rule 13a-11 under the
Exchange Act on the business day immediately following the
later of (i) the day on which such Computational Materials
and Structural Term Sheets are delivered to counsel for the
Company by the Underwriter prior to 10:30 a.m. and (ii) the
date on which this Agreement is executed and delivered. The
Company will cause one Collateral Term Sheet (as defined in
Section 9 below) with respect to the Offered Certificates
of a Series that is delivered by the Underwriter to the
Company in accordance with the provisions of Section 9 to
be filed with the Commission on a Current Report pursuant
to Rule 13a-11 under the Exchange Act on the business day
immediately following the day on which such Collateral Term
Sheet is delivered to counsel for the Company by the
Underwriter prior to 10:30 a.m. In addition, if at any time
prior to the availability of the related Prospectus
Supplement the Underwriter has delivered to any prospective
investor a Collateral Term Sheet that reflects, in the
reasonable
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<PAGE>
judgment of the Underwriter and the Company, a material
change in the characteristics of the Mortgage Loans for the
related Series from those on which a Collateral Term Sheet
with respect to the related Series previously filed with
the Commission was based, the Company will cause any such
Collateral Term Sheet that is delivered by the Underwriter
to the Company in accordance with the provisions of Section
9 to be filed with the Commission on a Current Report on
the business day immediately following the day on which
such Collateral Term Sheet is delivered to counsel for the
Company by the Underwriter prior to 10:30 a.m. In each
case, the Company will promptly advise the Underwriter when
such Current Report has been so filed. Each such Current
Report shall be incorporated by reference in the related
Prospectus and the related Registration Statement.
Notwithstanding the five preceding sentences, the Company
shall have no obligation to file any materials provided by
the Underwriter pursuant to Sections 8 and 9 which, in the
reasonable determination of the Company after making
reasonable efforts to consult with the Underwriter, are not
required to be filed pursuant to the Kidder Letters or the
PSA Letter (each as defined in Section 8 below), or which
contain erroneous information or contain any untrue
statement of a material fact or, when read in conjunction
with the Prospectus and Prospectus Supplement, omit to
state a material fact required to be stated therein or
necessary to make the statements therein not misleading; it
being understood, however, that the Company shall have no
obligation to review or pass upon the accuracy or adequacy
of, or to correct, any Computational Materials, Structural
Term Sheets or Collateral Term Sheets provided by the
Underwriter to the Company pursuant to Section 8 or Section
9 hereof.
(c) If, at any time when a prospectus relating to
the Offered Certificates of a Series is required to be
delivered under the Act, any event occurs as a result of
which the related Prospectus as then amended or
supplemented would include any untrue statement of a
material fact or omit to state any material fact necessary
to make the statements therein in light of the
circumstances under which they were made not misleading, or
if it shall be necessary at any time to amend or supplement
the related Prospectus to comply with the Act or the rules
thereunder, the Company promptly will prepare and file with
the Commission, subject to paragraph (a) of this Section 5,
an amendment or supplement which will correct such
statement or omission or an amendment which will effect
such compliance; provided, however, that the Company will
not be required to file any such amendment or supplement
with respect to any Computational Materials, Structural
Term Sheets or Collateral Term Sheets incorporated by
reference in the
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<PAGE>
Prospectus other than any amendments or supplements of such
Computational Materials or Structural Term Sheets that are
furnished to the Company by the Underwriter pursuant to
Section 8(e) hereof or any amendments or supplements of
such Collateral Term Sheets that are furnished to the
Company by the Underwriter pursuant to Section 9(d) hereof
which the Company determines to file in accordance
therewith.
(d) The Company will furnish to the Underwriter
and counsel for the Underwriter, without charge, as many
signed copies of the related Registration Statement
(including exhibits thereto) and, so long as delivery of a
prospectus by the Underwriter or dealer may be required by
the Act, as many copies of the related Prospectus and any
supplements thereto (other than exhibits to the related
Current Report) as the Underwriter may reasonably request.
(e) The Company will furnish such information,
execute such instruments and take such actions as may be
reasonably requested by the Underwriter to qualify the
Offered Certificates of a Series for sale under the laws of
such jurisdictions as the Underwriter may designate, to
maintain such qualifications in effect so long as required
for the distribution of such Offered Certificates and to
determine the legality of such Offered Certificates for
purchase by institutional investors; provided, however,
that the Company shall not be required to qualify to do
business in any jurisdiction where it is not qualified on
the date of the related Terms Agreement or to take any
action which would subject it to general or unlimited
service of process in any jurisdiction in which it is not,
on the date of the related Terms Agreement, subject to such
service of process.
(f) So long as the Offered Certificates of a
Series are outstanding, the Company will furnish to the
Underwriter copies of the annual independent public
accountants' servicing report furnished to the Trustee
pursuant to Section 3.13 of the related Pooling and
Servicing Agreement.
(g) Whether or not the transactions contemplated
hereby and by the related Terms Agreement shall be
consummated, the Company shall be responsible for the
payment of any costs and expenses for which details are
submitted, in connection with the performance of its
obligations under this Agreement and the related Terms
Agreement, including, without limitation, (a) the cost and
expenses of printing or otherwise reproducing the related
Registration Statement or Prospectus, this Agreement, the
related Terms Agreement, the related Pooling and Servicing
Agreement and the Offered Certificates, and (b) the cost of
delivering the related Offered Certificates to the office
of
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<PAGE>
the Underwriter, insured to the satisfaction of the
Underwriter (it being understood that, except as provided
in this paragraph (f) and in Section 7 hereof, the
Underwriter will pay all its own costs and expenses,
including the fees of Brown & Wood, counsel for the
Underwriter, transfer taxes on resale of any Offered
Certificates by it, advertising expenses connected with any
offers that it may make, the fees of KPMG Peat Marwick with
respect to its letters furnished pursuant to Section 6(i)
of the Agreement and any letter furnished pursuant to the
last sentence of Section 6(h) hereof, the fees of any firm
of public accountants selected by the Underwriter with
respect to their letter furnished pursuant to Section 8(c)
of the Agreement and any other costs and expenses specified
in the related Terms Agreement as "Additional Expenses").
6. Conditions to the Obligations of the Underwriter.
The obligations of the Underwriter to purchase the Offered
Certificates of any Series shall be subject to the accuracy in
all material respects of the representations and warranties on
the part of the Company contained in this Agreement, as
supplemented by the related Terms Agreement, as of the respective
dates thereof and the related Closing Date, to the accuracy of
the statements of the Company made in any applicable officers'
certificates pursuant to the provisions hereof, to the
performance by the Company of its obligations under this
Agreement and such Terms Agreement and to the following
additional conditions applicable to the related Certificate
Offering:
(a) No stop order suspending the effectiveness of
the related Registration Statement shall have been issued
and no proceedings for that purpose shall have been
instituted or threatened.
(b) Cleary, Gottlieb, Steen & Hamilton, counsel
for the Company, shall have furnished to the Underwriter an
opinion, dated the related Closing Date, to the effect
that:
(i) this Agreement and the related Terms
Agreement have been duly executed and delivered by the
Company under the law of the State of New York;
(ii) the related Pooling and Servicing
Agreement has been duly executed and delivered by the
Company under the law of the State of New York and is
a legal, valid and binding agreement of the Company
enforceable against the Company in accordance with its
terms;
(iii) the Offered Certificates, when duly
executed and countersigned by the Trustee in accordance
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<PAGE>
with the related Pooling and Servicing Agreement, will
be validly issued and outstanding and entitled to the
benefits of such Pooling and Servicing Agreement;
(iv) the related Pooling and Servicing
Agreement is not required to be qualified under the
Trust Indenture Act of 1939, as amended, and the trust
created thereunder is not required to be registered
under the Investment Company Act of 1940, as amended;
(v) such counsel confirms that (based
solely upon telephone confirmation from a
representative of the Commission) the related
Registration Statement is effective under the Act and,
to the best of such counsel's knowledge, no stop order
with respect thereto has been issued, and no
proceeding for that purpose has been instituted or
threatened by the Commission; such Registration
Statement (except the financial statements and
schedules and other financial and statistical data
included therein and the documents incorporated by
reference therein, as to which such counsel need
express no view), at the time it became effective and
the related Prospectus (except the financial
statements and schedules and the other financial and
statistical data included therein, the documents
incorporated by reference therein and the information
included in the second sentence of the antepenultimate
paragraph, the first sentence of the penultimate
paragraph, and the last paragraph of the cover page of
such Prospectus Supplement and in the second and
fourth sentences of the first paragraph under the
heading "Plan of Distribution" therein, as to which
such counsel need express no view), as of the date of
the Prospectus Supplement appeared on their face to be
appropriately responsive in all material respects to
the requirements of the Act and the rules and
regulations thereunder; and no information has come to
the attention of such counsel that causes it to
believe that (A) such Registration Statement (except
the financial statements and schedules and the other
financial and statistical data included therein and
the documents incorporated by reference therein, as to
which such counsel need express no view) at the time
it became effective, contained an untrue statement of
a material fact or omitted to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading or (B) such
Prospectus or any amendment or supplement thereto
(except the financial statements and schedules and the
other financial and statistical data included therein,
the documents incorporated by reference therein and
the information included in the second sentence of the
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<PAGE>
antepenultimate paragraph, the first sentence of the
penultimate paragraph, and the last paragraph of the
cover page of such Prospectus Supplement and in the
second and fourth sentences of the first paragraph
under the heading "Plan of Distribution" therein, as
to which such counsel need express no view), as of the
date of the Prospectus Supplement, or at the related
Closing Date, contained or contains an untrue
statement of a material fact or omitted or omits to
state a material fact necessary in order to make the
statements therein, in the light of the circumstances
under which they were made, not misleading;
(vi) the statements set forth under the
heading "Description of the Certificates" in the
related Prospectus, insofar as such statements purport
to summarize certain provisions of the related Pooling
and Servicing Agreement and the related Offered
Certificates, provide a fair summary of such
provisions;
(vii) the statements set forth in in the
related Prospectus under the headings "Certain Legal
Aspects of the Mortgage Loans and Contracts -- The
Mortgage Loans", "Certain Federal Income Tax
Consequences" (insofar as they relate specifically to
the purchase, ownership and disposition of the related
Offered Certificates) and "ERISA Considerations"
(insofar as they relate specifically to the purchase,
ownership and disposition of such Offered
Certificates), to the extent that they constitute
matters of law or legal conclusions, provide a fair
summary of such law or conclusions;
(viii) assuming compliance with all
provisions of the related Pooling and Servicing
Agreement, for federal income tax purposes, (A) if any
election is made to treat the assets of the Trust Fund
as a REMIC: the related Trust Fund (and any specified
subgrouping therein) will qualify as a REMIC pursuant
to Section 860D of the Internal Revenue Code of 1986,
as amended (the "Code"), each Class of Certificates of
the related Series, other than the related Residual
Class or Classes, will constitute a class of "regular
interests" in the related REMIC within the meaning of
the Code, and each Class of such Certificates
specified in the related Prospectus as a Class of
Residual Certificates will constitute the "residual
interest" in the related REMIC within the meaning of
the Code; (B) if no such REMIC election is made: the
Trust Fund will be treated as a "grantor trust"; and
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<PAGE>
(ix) assuming that some or all of the
Offered Certificates of the related Series shall be
rated at the time of issuance in one of the two
highest rating categories by a nationally recognized
statistical rating organization, each Offered
Certificate so rated will be at the time of issuance,
a "mortgage related security" as such term is defined
in Section 3(a)(41) of the Exchange Act.
Such opinion may express its reliance as to factual matters
on the representations and warranties made by, and on
certificates or other documents furnished by, officers of
the parties to this Agreement, the related Terms Agreement
or the related Pooling and Servicing Agreement. Such
opinion may assume the due authorization, execution and
delivery of the instruments and documents referred to
therein by the parties thereto other than the Company. Such
opinion may be qualified, insofar as it concerns the
enforceability of the documents referred to therein, to the
extent that such enforceability may be limited by
bankruptcy, insolvency, reorganization or other similar
laws affecting the enforcement of creditors' rights in
general and by general equity principles (regardless of
whether such enforcement is considered in a proceeding in
equity or at law). Such opinion may be further qualified as
expressing no opinion as to (x) the statements in the
related Prospectus under the heading "Certain Legal Aspects
of the Mortgage Loans and Contracts -- The Mortgage Loans"
except insofar as such statements relate to the laws of the
State of New York and the laws of the United States, and
(y) the statements in such Prospectus under the headings
"ERISA Considerations" and "Certain Federal Income Tax
Consequences" except insofar as such statements relate to
the laws of the United States. In addition, such opinion
may be qualified as an opinion only on the law of the State
of New York and the federal law of the United States of
America.
(c) The General Counsel for the Company shall
have furnished to the Underwriter an opinion, dated the
related Closing Date, to the effect that:
(i) The Company has been duly
incorporated and is validly existing as a corporation
in good standing under the laws of the State of New
Jersey, with corporate power to own its properties, to
conduct its business as described in the related
Prospectus and to enter into and perform its
obligations under this Agreement, the related Terms
Agreement, the related Pooling and Servicing Agreement
and the Certificates of the related Series;
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<PAGE>
(ii) The Company has full power and
authority to sell and service the related Mortgage
Loans as contemplated herein and in the related
Pooling and Servicing Agreement;
(iii) No consent, approval, authorization
or order of any court or governmental agency or body
is required for the consummation by the Company of the
transactions contemplated herein or in the related
Pooling and Servicing Agreement, except such as may be
required under the blue sky laws of any jurisdiction
and such other approvals as have been obtained;
(iv) Neither the issuance of the
Certificates of the related Series nor delivery of the
related Offered Certificates, nor the consummation of
any other of the transactions contemplated in this
Agreement, the related Terms Agreement or the related
Pooling and Servicing Agreement, nor the fulfillment
of the terms of the related Certificates, the related
Pooling and Servicing Agreement, this Agreement or the
related Terms Agreement will conflict with or violate
any term or provision of the articles of incorporation
or by-laws of the Company or any statute, order or
regulation applicable to the Company of any court,
regulatory body, administrative agency or governmental
body having jurisdiction over the Company and will not
conflict with, result in a breach or violation or the
acceleration of or constitute a default under the
terms of any indenture or other agreement or
instrument known to such counsel to which the Company
is a party or by which it is bound; and
(v) There are no actions, proceedings or
investigations pending or, to the best knowledge of
such counsel, threatened before any court,
administrative agency or other tribunal (i) asserting
the invalidity of this Agreement, the related Terms
Agreement, the related Pooling and Servicing Agreement
or the related Certificates, (ii) seeking to prevent
the issuance of the Certificates of the related Series
or the consummation by the Company of any of the
transactions contemplated by this Agreement, such
Terms Agreement or such Pooling and Servicing
Agreement, or (iii) which might materially and
adversely affect the performance by the Company of its
obligations under, or the validity or enforceability
of, this Agreement, such Terms Agreement, such Pooling
and Servicing Agreement or the related Certificates.
In rendering her opinion such counsel may rely as to
matters of fact, to the extent deemed proper and as stated
therein,
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<PAGE>
on certificates of responsible officers of the Company or
public officials. In addition, such opinion may be
qualified as an opinion only on the laws of the State of
New Jersey.
(d) The Underwriter shall have received from
Brown & Wood, counsel for the Underwriter, such opinion or
opinions, dated the related Closing Date, with respect to
the issuance and sale of the Certificates of the related
Series, the related Registration Statement, the related
Prospectus and such other related matters as the
Underwriter may reasonably require, and the Company shall
have furnished to such counsel such documents as the
Underwriter may reasonably request for the purpose of
enabling them to pass upon such matters.
(e) The Company shall have furnished to the
Underwriter a certificate of the Company, signed by the
President or any Vice President and the Senior Vice
President-Finance or the principal financial or accounting
officer of the Company, dated the related Closing Date, to
the effect that the signers of such certificate have
carefully examined the related Registration Statement
(excluding any Current Reports and any other documents
incorporated by reference therein), the related Prospectus,
the Detailed Description referred to in such Prospectus
(excluding any related Current Report), this Agreement and
the related Terms Agreement and that:
(i) the representations and warranties of
the Company in this Agreement are true and correct in
all material respects on and as of the related Closing
Date with the same effect as if made on such Closing
Date, and the Company has complied with all the
agreements and satisfied all the conditions on its
part to be performed or satisfied at or prior to such
Closing Date;
(ii) no stop order suspending the
effectiveness of such Registration Statement has been
issued and no proceedings for that purpose have been
instituted or, to their knowledge, threatened; and
(iii) nothing has come to their attention
that would lead them to believe that such Registration
Statement (excluding any Current Report) contains any
untrue statement of a material fact or omits to state
any material fact required to be stated therein or
necessary to make the statements therein not
misleading, that the related Prospectus (excluding any
related Current Report) contains any untrue statement
of a material fact or omits to state a material fact
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<PAGE>
required to be stated therein or necessary to make the
statements therein, in the light of the circumstances
under which they were made, not misleading, or that
the Detailed Description referred to in such
Prospectus includes any untrue statement of a material
fact or omits to state any information which the
Prospectus states will be included in such Detailed
Description.
(f) Peabody & Arnold, counsel for the Trustee,
shall have furnished to the Underwriter an opinion, dated
the related Closing Date, to the effect that:
(i) the Trustee has been duly
incorporated and is validly existing as a corporation
in good standing under the laws of the Commonwealth of
Massachusetts with corporate power to own its
properties and conduct its business as presently
conducted by it, to conduct business as a trustee and
to enter into and perform its obligations under the
related Pooling and Servicing Agreement;
(ii) the related Pooling and Servicing
Agreement has been duly authorized, executed and
delivered by the Trustee and constitutes the legal,
valid and binding agreement of the Trustee enforceable
against the Trustee in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization or other similar laws
affecting the enforcement of creditors' rights
generally and to judicial discretion, and general
principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at
law);
(iii) the Trustee has duly accepted its
appointment as trustee under the related Pooling and
Servicing Agreement;
(iv) no consent, approval, authorization
or order of any Massachusetts or federal court or
government agency or body is required on the part of
the Trustee for the consummation of the transactions
contemplated in the related Pooling and Servicing
Agreement, except such as may be required under any
federal or state securities law; and
(v) the performance on the part of the
Trustee of any of the transactions contemplated in the
related Pooling and Servicing Agreement does not
conflict with or result in a breach or violation of
any term or provision of, or constitute a default
under, the Articles of Organization, as amended, or
By-Laws of the Trustee, or any Massachusetts or
federal statute or
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<PAGE>
regulation applicable to the Trustee, or to such
counsel's knowledge, any indenture or other agreement
or instrument to which the Trustee is a party or by
which it is bound, or, to such counsel's knowledge,
any order of any state or federal court, regulatory
body, administrative agency or governmental body
having jurisdiction over the Trustee.
In addition, such counsel shall furnish to the Underwriter
such opinions as to the treatment of the Trust Fund for
purposes of Massachusetts tax law as are reasonably
satisfactory to the Underwriter.
(g) KPMG Peat Marwick LLP shall have furnished to
the Underwriter a letter, dated as of the date of the
related Terms Agreement, in form and substance satisfactory
to the Underwriter, stating in effect that they have
performed certain specified procedures as a result of which
they have determined that such information as the
Underwriter may reasonably request of an accounting,
financial or statistical nature (which is limited to
accounting, financial or statistical information derived
from the general accounting records of the Company) set
forth in the related Prospectus Supplement under the
caption "Delinquency and Foreclosure Experience of the
Company" agrees with the accounting records of the Company,
excluding any questions of legal interpretation.
(h) KPMG Peat Marwick LLP shall have furnished to
the Underwriter a letter, dated as of the related Closing
Date, in form and substance satisfactory to the
Underwriter, stating in effect that they have performed
certain specified procedures as a result of which they have
determined that such information as the Underwriter may
reasonably request of an accounting, financial or
statistical nature (which is limited to accounting,
financial or statistical information derived from the
general accounting records of the Company and which is
obtained from an analysis of a sample of the Mortgage Loans
included in the related pool) set forth in the related
Prospectus Supplement under the caption "Description of the
Mortgage Pool and the Mortgaged Properties" or "Description
of the Mortgage Pools and the Mortgaged Properties", as the
case may be, and in the Detailed Description relating to
such Prospectus Supplement is mutually consistent and
agrees with the accounting records of the Company and,
where applicable, the related Mortgage Loan files of the
Company, excluding any questions of legal interpretation.
In addition, if applicable, such accountants shall have
furnished to the Underwriter a letter, dated as of the
related Closing Date, which shall include a statement or
statements to the effect that based upon the assumptions
and methodology agreed to by the
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<PAGE>
Company (and which is consistent with the manner in which
any final PAC Balances, TAC Balances, Scheduled Balances,
Maximum and Minimum Scheduled Balances or any other
scheduled balances are to be calculated as set forth in the
related Prospectus), all of which shall be described by
reference in such letter, such accountants shall have
verified the mathematical accuracy of any final PAC
Balances Table, TAC Balances Table, Scheduled Balances
Table, Maximum or Minimum Scheduled Balances Table or other
scheduled balances table attached as an exhibit to the
related Pooling and Servicing Agreement.
(i) KPMG Peat Marwick LLP shall have furnished to
the Underwriter and the Company a letter or letters, dated
as of the date of the related Terms Agreement, in form and
substance satisfactory to the Underwriter and the Company,
including, without limitation, statements, if applicable,
to the effect that:
(i) based upon the assumptions and
methodology set forth in the related Prospectus, all
of which shall be described by reference in such
letter, they recomputed the percentages of initial
principal balance outstanding as of each of the
Distribution Dates (as defined in such Prospectus)
indicated and the weighted average lives of each Class
of Offered Certificates at each of the indicated
percentages of the applicable Prepayment Assumption,
and they compared the recomputed percentages and
weighted average lives to the corresponding
percentages and weighted average lives set forth in
the related tables and found them to be in agreement;
(ii) based upon the assumptions and
methodology set forth in such Prospectus, all of which
shall be described by reference in such letter, they
have verified the mathematical accuracy of any
Scheduled Final Distribution Dates for the Offered
Certificates, PAC Balances, TAC Balances, Scheduled
Balances, Maximum and Minimum Scheduled Balances or
any other scheduled balances set forth in such
Prospectus for each indicated Distribution Date, and
have verified the mathematical accuracy of any initial
Effective Ranges of any PAC Certificates, Scheduled
Certificates or other scheduled Certificates set forth
in such Prospectus; and
(iii) based upon the assumptions and
methodology set forth in such Prospectus, all of which
shall be described by reference in such letter, they
have verified the mathematical accuracy of the pre-tax
yields to maturity and, if applicable, aggregate cash
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<PAGE>
flows of any Class of Certificates for which such
pre-tax yields and, if applicable, aggregate cash
flows are set forth in such Prospectus at the
indicated percentages of the Prepayment Assumption
and, if applicable, at the indicated values of COFI,
LIBOR or any other index, as applicable.
(j) The Offered Certificates of the related
Series shall have received the ratings specified in the
related Terms Agreement (the "Required Ratings").
(k) Prior to the related Closing Date, the
Company shall have furnished to the Underwriter such
further information, certificates and documents as the
Underwriter may reasonably request.
(l) If any Certificates of the related Series are
to be sold to any other underwriter and/or offered in
reliance upon an exemption from the registration
requirements of the Act, the sale at or prior to the
related Closing Date of such Certificates to the purchaser
thereof shall have occurred.
(m) Subsequent to the date of the related Terms
Agreement, there shall not have been any change, or any
development involving a prospective change, in or affecting
the business or properties of the Company which the
Underwriter concludes in its judgment, after consultation
with the Company, materially impairs the investment quality
of the Offered Certificates of the related Series so as to
make it impractical or inadvisable to proceed with the
public offering or the delivery of such Offered
Certificates as contemplated by the related Prospectus.
If any of the conditions specified in this Section 6
shall not have been fulfilled in all material respects with
respect to the particular Offered Certificates of a Series when
and as provided in this Agreement and the related Terms
Agreement, or if any of the opinions and certificates mentioned
above or elsewhere in this Agreement and the related Terms
Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Underwriter and its
counsel, this Agreement (with respect to the related Offered
Certificates) and the related Terms Agreement and all obligations
of the Underwriter hereunder (with respect to the related Offered
Certificates) and thereunder may be canceled at, or at any time
prior to, the related Closing Date by the Underwriter. Notice of
such cancellation shall be given to the Company in writing, or by
telephone or telegraph confirmed in writing.
7. Indemnification and Contribution. (a) The Company
agrees to indemnify and hold harmless the Underwriter and each
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<PAGE>
person who controls the Underwriter within the meaning of the Act
or the Exchange Act against any and all losses, claims, damages
or liabilities, joint or several, to which they or any of them
may become subject under the Act, the Exchange Act, or other
Federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement relating to the
Offered Certificates of the applicable Series as it became
effective or in any amendment or supplement thereof, or in such
Registration Statement or the related Prospectus, or in any
amendment thereof, or in the Detailed Description referred to in
such Prospectus or arise out of or are based upon the omission or
alleged omission (in the case of any Computational Materials or
ABS Term Sheets (in each case, as defined herein) in respect of
which the Company agrees to indemnify the Underwriter, as set
forth below, when such are read in conjunction with the related
Prospectus and Prospectus Supplement) to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading, and agrees to reimburse each
such indemnified party for any legal or other expenses reasonably
incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action; provided,
however, that (i) the Company will not be liable in any such case
to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or
alleged untrue statement or omission or alleged omission made
therein (A) in reliance upon and in conformity with written
information furnished to the Company as herein stated by or on
behalf of the Underwriter specifically for use in connection with
the preparation thereof or (B) in any Current Report or any
amendment or supplement thereof, except to the extent that any
untrue statement or alleged untrue statement therein or omission
therefrom results (or is alleged to have resulted) directly from
an error (a "Mortgage Pool Error") in the information concerning
the characteristics of the Mortgage Loans furnished by the
Company to the Underwriter in writing or by electronic
transmission that was used in the preparation of either (x) any
Computational Materials or ABS Term Sheets (or amendments or
supplements thereof) included in such Current Report (or
amendment or supplement thereof) or (y) any written or electronic
materials furnished to prospective investors on which the
Computational Materials (or amendments or supplements) were
based, (ii) such indemnity with respect to any Corrected
Statement (as defined below) in such Prospectus (or supplement
thereto) shall not inure to the benefit of the Underwriter (or
any person controlling the Underwriter) from whom the person
asserting any loss, claim, damage or liability purchased the
Certificates of the related Series that are the subject thereof
if such person did not receive a copy of a supplement to such
Prospectus at or prior to the confirmation of the sale of such
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<PAGE>
Certificates and the untrue statement or omission of a material
fact contained in such Prospectus (or supplement thereto) was
corrected (a "Corrected Statement") in such other supplement and
such supplement was furnished by the Company to the Underwriter
prior to the delivery of such confirmation, and (iii) such
indemnity with respect to any Mortgage Pool Error shall not inure
to the benefit of the Underwriter (or any person controlling the
Underwriter) from whom the person asserting any loss, claim,
damage or liability received any Computational Materials (or any
written or electronic materials on which the Computational
Materials are based) or ABS Term Sheets that were prepared on the
basis of such Mortgage Pool Error, if, prior to the time of
confirmation of the sale of the applicable Certificates to such
person, the Company notified the Underwriter in writing of the
Mortgage Pool Error or provided in written or electronic form
information superseding or correcting such Mortgage Pool Error
(in any such case, a "Corrected Mortgage Pool Error"), and the
Underwriter failed to notify such person thereof or to deliver to
such person corrected Computational Materials (or underlying
written or electronic materials) or ABS Term Sheets. This
indemnity agreement will be in addition to any liability which
the Company may otherwise have.
(b) The Underwriter agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers
who signs the Registration Statement relating to the Offered
Certificates of the applicable Series, and each person who
controls the Company within the meaning of the Act or the
Exchange Act to the same extent as the foregoing indemnities from
the Company to the Underwriter, but only with reference to (A)
written information furnished to the Company by or on behalf of
the Underwriter specifically for use in the preparation of the
documents referred to in the foregoing indemnity with respect to
the related Series, or (B) any Computational Materials or ABS
Term Sheets (or amendments or supplements thereof) furnished to
the Company by the Underwriter pursuant to Section 8 and
incorporated by reference in such Registration Statement or the
related Prospectus or any amendment or supplement thereof (except
that no such indemnity shall be available for any losses, claims,
damages or liabilities, or actions in respect thereof, resulting
from any Mortgage Pool Error, other than a Corrected Mortgage
Pool Error). This indemnity agreement will be in addition to any
liability which the Underwriter may otherwise have. The Company
acknowledges that the statements set forth in the second sentence
of the ante-penultimate paragraph, the first sentence of the
penultimate paragraph, and in the last paragraph appearing on the
cover page of the related Prospectus Supplement as such
statements relate to such Offered Certificates and the second
sentence of the first paragraph under the heading "Plan of
Distribution" in such Prospectus Supplement as such statements
relate to such Offered Certificates constitute the only
information furnished in writing by or on behalf of the
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<PAGE>
Underwriter for inclusion in the related Prospectus (other than
any Computational Materials or ABS Term Sheets (or amendments or
supplements thereof) furnished to the Company by the
Underwriter), and the Underwriter confirms that such statements
are correct.
(c) Promptly after receipt by an indemnified party
under Section 7 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section 7, notify
the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not
relieve it from any liability which it may have to any
indemnified party otherwise than under this Section 7. In case
any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and
to the extent that it may elect by written notice delivered to
the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense
thereof, with counsel satisfactory to such indemnified party;
provided, however, that if the defendants in any such action
include both the indemnified party and the indemnifying party and
the indemnified party shall have reasonably concluded that there
may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available
to the indemnifying party, the indemnified party or parties shall
have the right to select separate counsel to assert such legal
defenses and to otherwise participate in the defense of such
action on behalf of such indemnified party or parties. Upon
receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and
approval by the indemnified party of counsel, the indemnifying
party will not be liable to such indemnified party under this
Section 7 for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof
unless (i) the indemnified party shall have employed separate
counsel in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence (it
being understood, however, that the indemnifying party shall not
be liable for the expenses of more than one separate counsel
approved by the indemnified party in the case of subparagraph (a)
or (b), representing the indemnified parties under subparagraph
(a) or (b), who are parties to such action), (ii) the
indemnifying party shall not have employed counsel satisfactory
to the indemnified party to represent the indemnified party
within a reasonable time after notice of commencement of the
action or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of
the indemnifying party; and except that, if clause (i) or (iii)
is applicable, such liability shall be only in respect of the
counsel referred to in such clause (i) or (iii).
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<PAGE>
(d) If the indemnification provided for in paragraph
(a) or (b) of this Section 7 is due in accordance with its terms
but is for any reason held by a court to be unavailable from the
Company or the Underwriter, on grounds of policy or otherwise, or
if the indemnified party failed to give notice under paragraph
(c) of this Section 7 in respect of a claim otherwise subject to
indemnification in accordance with paragraph (a) or (b) of this
Section 7, the Company and the Underwriter shall contribute to
the aggregate losses, claims, damages and liabilities (including
legal and other expenses reasonably incurred in connection with
investigating or defending same) to which the Company and the
Underwriter may be subject, as follows:
(i) in the case of any losses, claims, damages and
liabilities (or actions in respect thereof) which do not
arise out of or are not based upon any untrue statement or
omission of a material fact in any Computational Materials
or ABS Term Sheets (or any amendments or supplements
thereof), in such proportion so that the Underwriter is
responsible for that portion represented by the difference
between the proceeds to the Company in respect of the
Offered Certificates appearing on the cover page of the
Prospectus Supplement for the related Series and the total
proceeds received by the Underwriter from the sale of such
Offered Certificates (the "Underwriting Discount"), and the
Company is responsible for the balance; provided, however,
that in no case shall the Underwriter be responsible under
this subparagraph (i) for any amount in excess of such
Underwriting Discount applicable to the Offered
Certificates purchased by the Underwriter pursuant to this
Agreement and the related Terms Agreement; and
(ii) in the case of any losses, claims, damages and
liabilities (or actions in respect thereof) which arise out
of or are based upon any untrue statement or omission of a
material fact in any Computational Materials or ABS Term
Sheets (or any amendments or supplements thereof) or in any
written or electronic materials distributed to prospective
investors on which the Computational Materials are based,
in such proportion as is appropriate to reflect the
relative fault of the Company on the one hand and the
Underwriter on the other in connection with the statements
or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof) as well as
any other relevant equitable considerations. The relative
fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state
a material fact in such Computational Materials or ABS Term
Sheets (or any amendments or supplements thereof or such
written or electronic materials) results from information
prepared by the Company on the one hand or the Underwriter
on the other
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<PAGE>
and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such
statement or omission.
Notwithstanding anything to the contrary in this Section 7(d), no
person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 7, each person
who controls the Underwriter within the meaning of either the Act
or the Exchange Act shall have the same rights to contribution as
the Underwriter, and each person who controls the Company within
the meaning of either the Act or the Exchange Act, each officer
of the Company who shall have signed the Registration Statement
and each director of the Company shall have the same rights to
contribution as the Company, subject in each case to the
immediately preceding sentence of this paragraph (d).
8. Computational Materials and Structural Term Sheets.
(a) Not later than 10:30 a.m., New York time, on the business day
before the date on which the Current Report relating to the
Offered Certificates of a Series is required to be filed by the
Company with the Commission pursuant to Section 5(b) hereof, the
Underwriter shall deliver to the Company five complete copies of
all materials provided by the Underwriter to prospective
investors in such Offered Certificates which constitute (i)
"Computational Materials" within the meaning of the no-action
letter dated May 20, 1994 issued by the Division of Corporation
Finance of the Commission to Kidder, Peabody Acceptance
Corporation I, Kidder, Peabody & Co. Incorporated, and Kidder
Structured Asset Corporation and the no-action letter dated May
27, 1994 issued by the Division of Corporation Finance of the
Commission to the Public Securities Association (together, the
"Kidder Letters"), the filing of which material is a condition of
the relief granted in such letter (such materials being the
"Computational Materials"), and (ii) "Structural Term Sheets"
within the meaning of the no-action letter dated February 17,
1995 issued by the Division of Corporation Finance of the
Commission to the Public Securities Association (the "PSA
Letter") and the filing of such material is a condition of the
relief granted in such letter (such materials being the
"Structural Term Sheets"). Each delivery of Computational
Materials and Structural Term Sheets to the Company pursuant to
this paragraph (a) shall be effected by delivering four copies of
such materials to counsel for the Company on behalf of the
Company at the address specified in Section 3 hereof and one copy
of such materials to the Company.
(b) The Underwriter represents and warrants to and
agrees with the Company, as of the date of the related Terms
Agreement and as of the Closing Date, that:
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<PAGE>
(i) the Computational Materials furnished to the
Company pursuant to Section 8(a) constitute (either in
original, aggregated or consolidated form) all of the
materials furnished to prospective investors by the
Underwriter prior to the time of delivery thereof to
the Company that are required to be filed with the
Commission with respect to the related Offered
Certificates in accordance with the Kidder Letters,
and such Computational Materials comply with the
requirements of the Kidder Letters;
(ii) the Structural Term Sheets furnished to the
Company pursuant to Section 8(a) constitute all of the
materials furnished to prospective investors by the
Underwriter prior to the time of delivery thereof to
the Company that are required to be filed with the
Commission as "Structural Term Sheets" with respect to
the related Offered Certificates in accordance with
the PSA Letter, and such Structural Term Sheets comply
with the requirements of the PSA Letter;
(iii) on the date any such Computational Materials
or Structural Term Sheets with respect to such Offered
Certificates (or any written or electronic materials
furnished to prospective investors on which the
Computational Materials are based) were last furnished
to each prospective investor and on the date of
delivery thereof to the Company pursuant to Section
8(a) and on the related Closing Date, such
Computational Materials (or such other materials) or
Structural Term Sheets did not and will not include
any untrue statement of a material fact or, when read
in conjunction with the related Prospectus and
Prospectus Supplement, omit to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading;
(iv) the Underwriter has not represented to any
prospective investor that any Computational Materials
or Structural Term Sheets with respect to any Series
were prepared or disseminated on behalf of the
Company, and all Computational Materials and
Structural Term Sheets furnished to prospective
investors (and all written and electronic materials
furnished to prospective investors on which the
Computational Materials are based) included a
disclaimer to the effect set forth in Section 8(d);
and
(v) at the time any Computational Materials (or
any written or electronic materials furnished to
prospective investors on which the Computational
Materials are based) with respect to such Offered
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<PAGE>
Certificates were furnished to a prospective investor
and on the date of the related Terms Agreement, the
Underwriter possessed, and on the date of delivery of
such materials to the Company pursuant to this Section
8 and on the related Closing Date, the Underwriter
will possess, the capability, knowledge, expertise,
resources and systems of internal control necessary to
ensure that such Computational Materials conform to
the representations and warranties of the Underwriter
contained in subparagraphs (i) and (iii) above of this
paragraph (b).
Notwithstanding the foregoing, the Underwriter makes no
representation or warranty as to whether any Computational
Materials or Structural Term Sheets (or any written or electronic
materials on which the Computational Materials are based)
included or will include any untrue statement resulting directly
from any Mortgage Pool Error (except any Corrected Mortgage Pool
Error, with respect to materials prepared after the receipt by
the Underwriter from the Company of notice of such Corrected
Mortgage Pool Error or materials superseding or correcting such
Corrected Mortgage Pool Error).
(c) The Underwriter shall cause a firm of public
accountants to furnish to the Company a letter, dated as of the
date on which the Underwriter delivers any Computational
Materials (which term shall be deemed to include, for purposes of
this paragraph (c), calculated statistical information delivered
to prospective investors in the form of a Structural Term Sheet)
to the Company pursuant to Section 8(a), in form and substance
satisfactory to the Company, stating in effect that they have
verified the mathematical accuracy of any calculations performed
by the Underwriter and set forth in such Computational Materials.
(d) The Underwriter acknowledges and agrees that the
Company has not authorized and will not authorize the
distribution of any Computational Materials (or any written or
electronic materials on which the Computational Materials are
based) or Structural Term Sheets to any prospective investor, and
agrees that any Computational Materials or Structural Term Sheets
with respect to any Series of Certificates furnished to
prospective investors from and after October 11, 1995 included
and shall include a disclaimer in form satisfactory to the
Company to the effect that such materials have been prepared and
disseminated solely by and on behalf of the Underwriter, and that
the Company has not reviewed or participated in the preparation
or dissemination of such materials and is not responsible for the
contents or accuracy thereof. The Underwriter agrees that it will
not represent to prospective investors that any Computational
Materials or Structural Term Sheets were prepared or disseminated
on behalf of the Company.
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<PAGE>
(e) If, at any time when a prospectus relating to the
Offered Certificates of a Series is required to be delivered
under the Act, it shall be necessary to amend or supplement the
related Prospectus as a result of an untrue statement of a
material fact contained in any Computational Materials or
Structural Term Sheets provided by the Underwriter pursuant to
this Section 8 or the omission to state therein a material fact
required, when considered in conjunction with the related
Prospectus and Prospectus Supplement, to be stated therein or
necessary to make the statements therein, when read in
conjunction with the related Prospectus and Prospectus
Supplement, not misleading, or if it shall be necessary to amend
or supplement any Current Report relating to any Computational
Materials or Structural Term Sheets to comply with the Act or the
rules thereunder, the Underwriter promptly will prepare and
furnish to the Company for filing with the Commission an
amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance. The
Underwriter represents and warrants to the Company, as of the
date of delivery of such amendment or supplement to the Company,
that such amendment or supplement will not include any untrue
statement of a material fact or, when read in conjunction with
the related Prospectus and Prospectus Supplement, omit to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading; provided, however, the
Underwriter makes no representation or warranty as to whether any
such amendment or supplement will include any untrue statement
resulting directly from any Mortgage Pool Error (except any
Corrected Mortgage Pool Error, with respect to any such amendment
or supplement prepared after the receipt by the Underwriter from
the Company of notice of such Corrected Mortgage Pool Error or
materials superseding or correcting such Corrected Mortgage Pool
Error). The Company shall have no obligation to file such
amendment or supplement if the Company determines that (i) such
amendment or supplement contains any untrue statement of a
material fact or, when read in conjunction with the related
Prospectus and Prospectus Supplement, omits to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading; it being understood, however,
that the Company shall have no obligation to review or pass upon
the accuracy or adequacy of, or to correct, any such amendment or
supplement provided by the Underwriter to the Company pursuant to
this paragraph (e) or (ii) such filing is not required under the
Act.
9. Collateral Term Sheets. (a) Prior to the delivery
of any "Collateral Term Sheet" within the meaning of the PSA
Letter, the filing of which material is a condition of the relief
granted in such letter (such material being the "Collateral Term
Sheets"), to a prospective investor in any Offered Certificates,
the Underwriter shall, in order to facilitate the timely filing
of such material with the
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<PAGE>
Commission, notify the Company and its counsel by telephone of
its intention to deliver such materials and the approximate date
on which the first such delivery of such materials is expected to
occur. Not later than 10:30 a.m., New York time, on the business
day immediately following the date on which any Collateral Term
Sheet was first delivered to a prospective investor in such
Offered Certificates, the Underwriter shall deliver to the
Company five complete copies of all materials provided by the
Underwriter to prospective investors in the Offered Certificates
which constitute "Collateral Term Sheets." Each delivery of a
Collateral Term Sheet to the Company pursuant to this paragraph
(a) shall be effected by delivering four copies of such materials
to counsel for the Company on behalf of the Company at the
address specified in Section 3 hereof and one copy of such
materials to the Company. (Collateral Term Sheets and Structural
Term Sheets are, together, referred to herein as "ABS Term
Sheets.") At the time of each such delivery, the Underwriter
shall indicate in writing that the materials being delivered
constitute Collateral Term Sheets, and, if there has been any
prior such delivery with respect to the related Series, shall
indicate whether such materials differ in any material respect
from any Collateral Term Sheets previously delivered to the
Company with respect to such Series pursuant to this Section 9(a)
as a result of the occurrence of a material change in the
characteristics of the related Mortgage Loans.
(b) The Underwriter represents and warrants to and
agrees with the Company as of the date of the related Terms
Agreement and as of the Closing Date, that:
(i) The Collateral Term Sheets furnished to
the Company pursuant to Section 9(a) constitute all of the
materials furnished to prospective investors by the
Underwriter prior to time of delivery thereof to the
Company that are required to be filed with the Commission
as "Collateral Term Sheets" with respect to the related
Offered Certificates in accordance with the PSA Letter, and
such Collateral Term Sheets comply with the requirements of
the PSA Letter;
(ii) On the date any such Collateral Term
Sheets with respect to such Offered Certificates were last
furnished to each prospective investor and on the date of
delivery thereof to the Company pursuant to Section 9(a)
and on the related Closing Date, such Collateral Term
Sheets did not and will not include any untrue statement of
a material fact or, when read in conjunction with the
Prospectus and Prospectus Supplement, omit to state a
material fact required to be stated therein or necessary to
make the statements therein not misleading; and
- 27 -
<PAGE>
(iii) the Underwriter has not represented to
any prospective investor that any Collateral Term Sheets
with respect to any Series were prepared or disseminated on
behalf of the Company, and, except as otherwise disclosed
by the Underwriter to the Company in writing prior to the
date hereof, all Collateral Term Sheets previously
furnished to prospective investors included a disclaimer to
the effect set forth in Section 8(d).
Notwithstanding the foregoing, the Underwriter makes no
representation or warranty as to whether any Collateral Term
Sheet included or will include any untrue statement or material
omission resulting directly from any Mortgage Pool Error (except
any Corrected Mortgage Pool Error, with respect to materials
prepared after the receipt by the Underwriter from the Company of
notice of such Corrected Mortgage Pool Error or materials
superseding or correcting such Corrected Mortgage Pool Error).
(c) The Underwriter acknowledges and agrees that any
Collateral Term Sheets with respect to any Series of Certificates
furnished to prospective investors from and after the date hereof
shall include a disclaimer in form satisfactory to the Company to
the effect set forth in Section 8(d) hereof, and to the effect
that the information contained in such materials supersedes the
information contained in any prior Collateral Term Sheet with
respect to such Series of Offered Certificates and will be
superseded by the description of the related Mortgage Loans in
the related Prospectus Supplement and in the Detailed Description
relating to such Prospectus Supplement to be filed under cover of
Form 8-K. The Underwriter agrees that it will not represent to
prospective investors that any Collateral Term Sheets were
prepared or disseminated on behalf of the Company.
(d) If, at any time when a prospectus relating to the
Offered Certificates of a Series is required to be delivered
under the Act, it shall be necessary to amend or supplement the
related Prospectus as a result of an untrue statement of a
material fact contained in any Collateral Term Sheets provided by
the Underwriter pursuant to this Section 9 or the omission to
state therein a material fact required, when considered in
conjunction with the related Prospectus and Prospectus
Supplement, to be stated therein or necessary to make the
statements therein, when read in conjunction with the related
Prospectus and Prospectus Supplement, not misleading, or if it
shall be necessary to amend or supplement any Current Report
relating to any Collateral Term Sheets to comply with the Act or
the rules thereunder, the Underwriter promptly will prepare and
furnish to the Company for filing with the Commission an
amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance. The
Underwriter represents and warrants to the Company, as of the
date of delivery of such amendment or supplement to the Company,
- 28 -
<PAGE>
that such amendment or supplement will not include any untrue
statement of a material fact or, when read in conjunction with
the related Prospectus and Prospectus Supplement, omit to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading; provided, however, the
Underwriter makes no representation or warranty as to whether any
such amendment or supplement will include any untrue statement
resulting directly from any Mortgage Pool Error (except any
Corrected Mortgage Pool Error, with respect to any such amendment
or supplement prepared after the receipt by the Underwriter from
the Company of notice of such Corrected Mortgage Pool Error or
materials superseding or correcting such Corrected Mortgage Pool
Error). The Company shall have no obligation to file such
amendment or supplement if the Company determines that (i) such
amendment or supplement contains any untrue statement of a
material fact or, when read in conjunction with the related
Prospectus and Prospectus Supplement, omits to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading; it being understood, however,
that the Company shall have no obligation to review or pass upon
the accuracy or adequacy of, or to correct, any such amendment or
supplement provided by the Underwriter to the Company pursuant to
this paragraph (d) or (ii) such filing is not required under the
Act.
10. Termination. This Agreement (with respect to a
particular Certificate Offering) and the related Terms Agreement
shall be subject to termination in the absolute discretion of the
Underwriter, by notice given to the Company prior to delivery of
and payment for the related Offered Certificates, if prior to the
related Closing Date (i) trading in securities generally on the
New York Stock Exchange shall have been suspended or materially
limited, (ii) a general moratorium on commercial banking
activities in New York shall have been declared by either federal
or New York State authorities, or (iii) there shall have occurred
any outbreak or material escalation of hostilities or other
calamity or crisis the effect of which on the financial markets
of the United States is such as to make it, in the reasonable
judgment of the Underwriter, impracticable to market such Offered
Certificates.
11. Representations and Indemnities to Survive
Delivery. The agreements, representations, warranties,
indemnities and other statements of the Company or its officers
and of the Underwriter set forth in or made pursuant to this
Agreement and the related Terms Agreement will remain in full
force and effect, regardless of any investigation made by or on
behalf of the Underwriter or the Company or any of the officers,
directors or controlling persons referred to in Section 7 hereof,
and will survive delivery of and payment for the related Offered
Certificates. The provisions of Section 7 hereof shall survive
- 29 -
<PAGE>
the termination or cancellation of this Agreement and the related
Terms Agreement.
12. Successors. This Agreement and the related Terms
Agreement will inure to the benefit of and be binding upon the
parties hereto and thereto and their respective successors and
the officers, directors and controlling persons referred to in
Section 7 hereof, and their successors and assigns, and no other
person will have any right or obligation hereunder or thereunder.
No purchaser of any Offered Certificate from the Underwriter
shall be deemed a successor or assign by reason of such purchase.
13. APPLICABLE LAW. THIS AGREEMENT AND THE RELATED
TERMS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED THEREIN.
14. Miscellaneous. This Agreement, as supplemented by
the related Terms Agreement, supersedes all prior and
contemporaneous agreements and understandings relating to the
subject matter hereof. This Agreement and the related Terms
Agreement or any term of each may not be changed, waived,
discharged or terminated except by an affirmative written
agreement made by the party against whom enforcement of the
change, waiver, discharge or termination is sought. The headings
in this Agreement and the related Terms Agreement are for
purposes of reference only and shall not limit or otherwise
affect the meaning hereof or thereof.
15. Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to the
Underwriter, will be delivered to it at the address first above
written; or if sent to the Company, will be delivered to GE
Capital Mortgage Services, Inc., Three Executive Campus, Cherry
Hill, New Jersey 08002, Attention: General Counsel.
- 30 -
<PAGE>
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the
undersigned a counterpart hereof, whereupon this letter and your
acceptance shall represent a binding agreement between the
Company and the Underwriter.
Very truly yours,
GE CAPITAL MORTGAGE SERVICES, INC.
By:
Name:
Title:
The foregoing Agreement is hereby confirmed and accepted as of
the date first above written.
SALOMON BROTHERS INC
By:
Name:
Title:
<PAGE>
EXHIBIT A
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES ____-__
TERMS AGREEMENT
(to Underwriting Agreement,
dated October 23, 1995
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus [Date]
Cherry Hill, NJ 08002
Salomon Brothers Inc (the "Underwriter") agrees,
subject to the terms and provisions herein and of the captioned
Underwriting Agreement (the "Underwriting Agreement"), to
purchase such Classes of Series ____-__ Certificates specified in
Section 2(a) hereof (the "Offered Certificates"). This letter
supplements and modifies the Underwriting Agreement solely as it
relates to the purchase and sale of the Offered Certificates
described below. The Series ____-__ Certificates are registered
with the Securities and Exchange Commission by means of an
effective Registration Statement (No. 33-___). Capitalized terms
used and not defined herein have the meanings given them in the
Underwriting Agreement.
Section 1. The Mortgage Pool: The Series ____-__
Certificates shall evidence the entire beneficial ownership
interest in a mortgage pool (the "Mortgage Pool") of
conventional, fixed rate, fully amortizing one- to four-family
residential mortgage loans (the "Mortgage Loans") having the
following characteristics as of ________ __, ____ (the "Cut-off
Date"):
(a) Aggregate Principal Amount of the Mortgage Pool:
$[ ] aggregate principal balance as of the Cutoff Date,
subject to [an upward or downward variance of up to [ ]%,
the precise aggregate principal balance to be determined by
the Company][a permitted variance such that the aggregate
Scheduled Principal Balance thereof will be not less than
$[ ] or greater than $[ ]].
(b) Original Terms to Maturity: The original term to
maturity of each Mortgage Loan included in the Mortgage Pool
shall be between ___ and ___ years.
A-1
<PAGE>
Section 2. The Certificates: The Offered
Certificates shall be issued as follows:
(a) Classes: The Offered Certificates shall be issued
with the following Class designations, interest rates and
principal balances, subject in the aggregate to the
variance referred to in Section 1(a)[and, as to any
particular Class, to an upward or downward variance of up
to [ ]%]:
Principal Interest Class Purchase
Class Balance Rate Price Percentage
(b) The Offered Certificates shall have such other
characteristics as described in the related Prospectus.
Section 3. Purchase Price: The Purchase Price for each
Class of the Offered Certificates shall be the Class Purchase
Price Percentage therefor (as set forth in Section 2(a) above) of
the initial Class Certificates Principal Balance thereof plus
accrued interest at the rate of [ ]% per annum from and including
the Cut-off Date up to, but not including, _________ __, ____
(the "Closing Date").
Section 4. Required Ratings: The Offered
Certificates shall have received Required Ratings of at least
[ ] from [ ].
Section 5. Tax Treatment: [One or more elections
will be made to treat the assets of the Trust Fund as a REMIC.]
[The Trust Fund will be treated as a "grantor trust" for federal
income tax purposes.]
[Section 6. Additional Expenses:]*
- --------
* to be inserted if applicable.
A-2
<PAGE>
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the
undersigned a counterpart hereof, whereupon this letter and your
acceptance shall represent a binding agreement between the
Underwriter and the Company.
Very truly yours,
SALOMON BROTHERS INC
By:
Name:
Title:
The foregoing Agreement is hereby confirmed and accepted as of
the date first above written.
GE CAPITAL MORTGAGE SERVICES, INC.
By:
Name:
Title:
A-3
<PAGE>
Execution
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES 1999-9
TERMS AGREEMENT
(to Underwriting Agreement,
dated October 23, 1995,
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus April 27, 1999
Cherry Hill, NJ 08002
Salomon Smith Barney 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 1999-9 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 1999-9 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 Pools: The Series 1999-9 Certificates shall
evidence the entire beneficial ownership interest in two mortgage pools ("Pool
1" and "Pool 2," respectively, and each a "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
April 1, 1999 (the "Cut-off Date"):
(a) Aggregate Principal Amount of both Mortgage Pools: $501,133,936.21
aggregate principal balance as of the Cut-off Date, subject to a permitted
variance such that the aggregate original Certificate Principal Balance of
the Offered Certificates in both Mortgage Pools will be not less than
$475,000,000 or greater than $525,000,000.
(b) Original Terms to Maturity: The original term to maturity of
substantially all of the Mortgage Loans included in the Mortgage Pools
shall be between 20 and 30 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 1-A1 $98,563,000 6.10% 99.77860%
Class 1-A2 32,000,000 6.10% 99.77860%
Class 1-A3 71,103,000 (1) 99.77860%
Class 1-A4 50,041,000 6.50% 99.77860%
Class 1-A5 4,155,000 6.75% 99.77860%
Class 1-A6 38,000,000 6.75% 99.77860%
Class 1-A7 1,203,000 6.75% 99.77860%
Class 1-A8 62,652,000 6.50% 99.77860%
Class 1-A9 4,844,000 6.75% 99.77860%
Class 2-A1 38,400,000 6.75% 99.77860%
Class 2-A2 3,653,000 6.75% 99.77860%
Class 2-A3 12,039,000 6.75% 99.77860%
Class 2-A4 1,750,000 6.75% 99.77860%
Class 2-A5 50,000,000 6.75% 99.77860%
Class 2-A6 2,000,000 6.75% 99.77860%
Class 2-A7 2,600,000 6.75% 99.77860%
Class 2-A8 1,000,000 6.75% 99.77860%
Class 2-A9 3,600,000 6.75% 99.77860%
Class M 9,271,000 6.75% 99.86000%
Class B1 3,758,000 6.75% 98.03235%
Class B2 2,254,000 6.75% 91.31866%
Class R 100 6.75% 99.77860%
Class RL 100 6.75% 99.77860%
- ----------------------------
(1) Interest will accrue on the Class 1-A3 Certificates at a variable rate as
set forth in the Prospectus Supplement. The initial interest rate for such
certificates will be 8.3398%.
(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, April 29, 1999 (the
"Closing Date").
Section 4. Required Ratings: The Offered Certificates, other than Class
1-A3 Certificates, shall have received Required Ratings of at least "AAA" from
each of Fitch IBCA, Inc. ("Fitch") and Standard and Poor's Rating Services, a
division of The McGraw-Hill Companies, Inc. ("S&P"). The Class 1-A3 Certificates
shall have received a Required Rating of "AAA" from Fitch and "AAAr" from S&P.
The Class M, Class B1 and Class B2 Certificates shall have received Required
Ratings of "AA," "A" and "BBB," respectively, from Fitch.
Section 5. Tax Treatment: One or more elections will be made to treat the
assets of the Trust Fund as a REMIC.
<PAGE>
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the undersigned a counterpart hereof, whereupon this
letter and your acceptance shall represent a binding agreement between the
Underwriter and the Company.
Very truly yours,
SALOMON SMITH BARNEY 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:
<PAGE>
Execution
===============================================================================
GE CAPITAL MORTGAGE SERVICES, INC.,
Seller and Servicer
and
STATE STREET BANK AND TRUST COMPANY,
Trustee
_______________________
POOLING AND SERVICING AGREEMENT
Dated as of April 1, 1999
_______________________
GE Capital Mortgage Services, Inc.,
1999-9 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...................................39
Section 2.02. Acceptance by Trustee..........................................43
Section 2.03. Representations and Warranties of the Company; Mortgage
Loan Repurchase...............................................44
Section 2.04. Execution of Certificates......................................50
Section 2.05. The REMICs; Designations under the REMIC Provisions............50
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Company to Act as Servicer.....................................53
Section 3.02. Collection of Certain Mortgage Loan Payments;
Mortgage Loan Payment Records; Certificate
Account.......................................................56
Section 3.03. Collection of Taxes, Assessments and Other Items...............59
Section 3.04. Permitted Debits to the Mortgage Loan Payment
Records.......................................................59
Section 3.05. Maintenance of the Primary Insurance Policies..................61
Section 3.06. Maintenance of Hazard Insurance................................61
Section 3.07. Assumption and Modification Agreements.........................62
Section 3.08. Realization Upon Defaulted Mortgage Loans......................63
Section 3.09. Trustee to Cooperate; Release of Mortgage Files................65
Section 3.10. Servicing Compensation; Payment of Certain
Expenses by the Company.......................................66
Section 3.11. Reports to the Trustee.........................................66
Section 3.12. Annual Statement as to Compliance..............................67
Section 3.13. Annual Independent Public Accountants' Servicing
Report........................................................67
Section 3.14. Access to Certain Documentation and Information
Regarding the Mortgage Loans..................................67
Section 3.15. Maintenance of Certain Servicing Policies......................68
Section 3.16. Optional Purchase of Defaulted Mortgage Loans..................68
ARTICLE IV
PAYMENTS AND STATEMENTS
Section 4.01. Distributions..................................................68
Section 4.02. Method of Distribution.........................................77
Section 4.03. Allocation of Losses...........................................78
Section 4.04. Monthly Advances; Purchases of Defaulted
Mortgage Loans................................................80
Section 4.05. Statements to Certificateholders...............................80
Section 4.06. Servicer's Certificate.........................................83
Section 4.07. Reports of Foreclosures and Abandonments of
Mortgaged Property............................................83
Section 4.08. Reduction of Servicing Fees by Compensating
Interest Payments.............................................83
Section 4.09. Surety Bond....................................................83
Section 4.10. Distributions to Holders of Designated Retail
Certificates..................................................83
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates...............................................88
Section 5.02. Registration of Transfer and Exchange of
Certificates..................................................90
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates..............95
Section 5.04. Persons Deemed Owners..........................................96
Section 5.05. Access to List of Certificateholders' Names and
Addresses.....................................................96
Section 5.06. Representation of Certain Certificateholders...................96
Section 5.07. Determination of COFI..........................................96
Section 5.08. Determination of LIBOR.........................................97
ARTICLE VI
THE COMPANY
Section 6.01. Liability of the Company.......................................98
Section 6.02. Merger or Consolidation of, or Assumption of the
Obligations of, the Company...................................99
Section 6.03. Assignment.....................................................99
Section 6.04. Limitation on Liability of the Company and Others..............99
Section 6.05. The Company Not to Resign.....................................100
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.............................................100
Section 7.02. Trustee to Act; Appointment of Successor......................101
Section 7.03. Notification to Certificateholders............................102
ARTICLE VIII
THE TRUSTEE
Section 8.01. Duties of Trustee.............................................102
Section 8.02. Certain Matters Affecting the Trustee.........................103
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.........105
Section 8.04. Trustee May Own Certificates..................................105
Section 8.05. The Company to Pay Trustee's Fees and Expenses................105
Section 8.06. Eligibility Requirements for Trustee..........................105
Section 8.07. Resignation or Removal of Trustee.............................106
Section 8.08. Successor Trustee.............................................106
Section 8.09. Merger or Consolidation of Trustee............................107
Section 8.10. Appointment of Co-Trustee or Separate Trustee.................107
Section 8.11. Compliance with REMIC Provisions; Tax Returns.................108
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Repurchase by the Company
or Liquidation of All Mortgage Loans.........................108
Section 9.02. Additional Termination Requirements...........................110
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment....................................................110
Section 10.02. Recordation of Agreement.....................................111
Section 10.03. Limitation on Rights of Certificateholders...................112
Section 10.04. Governing Law................................................112
Section 10.05. Notices......................................................113
Section 10.06. Notices to the Rating Agencies...............................113
Section 10.07. Severability of Provisions...................................113
Section 10.08. Certificates Nonassessable and Fully Paid....................113
<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 April 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: The Class 1-A4, Class 1-A5, Class 1-A8
and Class 1-A9 Certificates.
Accretion Directed Component: The Class 1-A3C Component.
Accretion Termination Date: With respect to the Class 1-A3C Component,
the earlier to occur of (1) the Distribution Date on which the Class
Certificate Principal Balances of the Class 1-A4 and Class 1-A8
Certificates have each been reduced to zero and (2) the Cross-Over Date.
With respect to each of the Class 1-A5 and Class 1-A9 Certificates, the
earlier to occur of (1) the Distribution Date on which the Component
Principal Balance of the Class 1-A3C Component has been reduced to zero and
(2) the Cross-Over Date.
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 (or in respect of any Accretion
Directed Components) pursuant to Section 4.01(h)(1), (2) or (3), as
applicable. As to any Class of Accrual Certificates and any Accrual
Component and each Distribution Date after the related Accretion
Termination Date, zero.
Accrual Certificates: The Class 1-A5 and Class 1-A9 Certificates.
Accrual Component: The Class 1-A3C Component.
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, in each case, in respect of the related Mortgage Pool for such
Distribution Date. Any Net Interest Shortfall in respect of a Mortgage Pool
shall be allocated on a pro rata basis (1) among (x) the related Classes of
Senior Certificates (other than any Class of Principal Only Certificates
and any Class of Certificates consisting of Specified Components) and (y)
the related 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 and (2) among the Junior Certificates in proportion to the
respective amounts of Accrued Certificate Interest on their respective
Apportioned Principal Balances that would have resulted absent such
shortfall or losses. Any Interest Losses shall be allocated on a pro rata
basis (1) among (x) all Classes of Senior Certificates (other than any
Class of Principal Only Certificates and any Class consisting of Specified
Components) and (y) any Specified Components (other than any Principal Only
Components) of any Component Certificates in proportion to the respective
amounts of Accrued Certificate Interest that would have resulted absent
such shortfall or losses and (2) among the Junior Certificates in
proportion to the respective amounts of Accrued Certificate Interest on
their respective Apportioned Principal Balances that would have resulted
absent such shortfall or losses.
Aggregate Junior Percentage: The percentage (carried to six places
rounded up) obtained by dividing the sum of the Class Certificate Principal
Balances of the Junior Certificates by the aggregate of the Pool 1
Scheduled Principal Balances and Pool 2 Scheduled Principal Balances (less
the Class Certificate Principal Balances of the Class 1-PO and Class 2-PO
Certificates).
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 (a)(i), (a)(iii), (b)(i) and (b)(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 (a)(ii), (a)(iv), (a)(v), (b)(ii), (b)(iv) and (b)(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 and
Mortgage Pool, the total of all amounts credited to the Mortgage Loan
Payment Record for such Mortgage Pool as of the preceding Determination
Date on account of (i) Principal Prepayments, Insurance Proceeds and
Liquidation Proceeds received in respect of such Mortgage Pool 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
May of each year that the Certificates are outstanding, commencing in May
2000.
Apportioned Principal Balance: As to any Class of Junior Certificates
and any Distribution Date, the Class Certificate Principal Balance of such
Class multiplied by a fraction, the numerator of which is the applicable
Pool Junior Amount and the denominator of which is the sum of the Pool
Junior Amounts.
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 Trust Fund
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 and Mortgage Pool, an
amount equal to the sum of (i) all amounts credited to the Mortgage Loan
Payment Record for such Mortgage Pool pursuant to Section 3.02 as of the
preceding Determination Date, (ii) any Monthly Advance and any Compensating
Interest Payment in respect of such Mortgage Pool for such Distribution
Date, (iii) the Purchase Price of any Defective Mortgage Loans and
Defaulted Mortgage Loans in respect of such Mortgage Pool 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 in such Mortgage Pool as specified
in Section 2.03(b)), and (iv) the purchase price of any defaulted Mortgage
Loan in such Mortgage Pool 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 in
respect of such Mortgage Pool, (y) the amount of any Unanticipated Recovery
credited to the Mortgage Loan Payment Record in respect of such Mortgage
Pool pursuant to clause (vi) of Section 3.02, and (z) amounts permitted to
be debited from the related 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 $165,208, as reduced by the aggregate amount of Deficient Valuations
and Debt Service Reductions in respect of either Mortgage Pool 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 for
either Mortgage Pool 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 either Mortgage Pool 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
RL, Class 1-PO, Class 2-PO, Class 1-S and Class 2-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 1-A3 or 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 1-A3 Certificates, interest
accrues thereon on the basis of the Specified Components thereof. 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 or any Certificate consisting of one or more Accrual
Components, its Percentage Interest of any related Accrual Amount for each
previous Distribution Date) less the sum of (i) all amounts distributed
with respect to such Certificate in reduction of the Certificate Principal
Balance thereof on previous Distribution Dates pursuant to Section 4.01,
(ii) any Realized Losses allocated to such Certificate on previous
Distribution Dates pursuant to Section 4.03(b) and (c), and (iii) in the
case of a Subordinate Certificate, such Certificate's Percentage Interest
of the Subordinate Certificate Writedown Amount allocated to such
Certificate on previous Distribution Dates. The Notional Certificates are
issued without Certificate Principal Balances.
Certificate Register and Certificate Registrar: The register
maintained and the registrar appointed pursuant to Section 5.02.
Certificateholder or Holder: The person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the
purposes of giving any consent pursuant to this Agreement, a Certificate of
any Class to the extent that the Company or any affiliate is the
Certificate Owner or Holder thereof (except to the extent the Company or
any affiliate thereof shall be the Certificate Owner or Holder of all
Certificates of such Class), shall be deemed not to be outstanding and the
Percentage Interest (or Voting Rights) evidenced thereby 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 or Lower Tier Interests, as the case may be,
bearing the same class designation.
Class B Certificate: Any Class B1, Class B2, Class B3, Class B4 or
Class B5 Certificate.
Class Certificate Principal Balance: As to any Class of Certificates,
other than any Class of Notional Certificates, and as of any date of
determination, the aggregate of the Certificate Principal Balances of all
Certificates of such Class. The Class Certificate Principal Balance of each
such Class of Certificates as of the Closing Date is specified in Section
5.01(b).
Class Interest Shortfall: As to any Distribution Date and any Class of
Certificates (other than any Class of Principal Only Certificates or any
Class consisting of Specified Components) or any Specified Component, any
amount by which the amount distributed to Holders of such Class of
Certificates or in respect of such Specified Component (or added to the
Class Certificate Principal Balance of any Class of Accrual Certificates or
to the Component Principal Balance of any Accrual Component constituting a
Specified Component) on such Distribution Date pursuant to Sections
4.01(a)(i), (b)(i), (c)(i), (c)(iv), (c)(vii), (c)(x), (c)(xiii), (c)(xvi)
or (g)(2) 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 Certificates: Any of the Class 1-PO and Class 2-PO
Certificates.
Class PO Deferred Amount: As to any Distribution Date and each
Mortgage Pool on or prior to the Cross-Over Date, the aggregate of the
applicable PO Percentage of the principal portion of each Realized Loss in
respect of such Mortgage Pool, other than any related Excess Loss, to be
allocated to the Class PO Certificates of such Mortgage Pool on such
Distribution Date or previously allocated to the Class PO Certificates of
such Mortgage Pool and not yet paid to the Holders of such Class PO
Certificates pursuant to Sections 4.01(a)(iv) or (b)(iv).
Class PO Principal Distribution Amount: As to any Distribution Date
and for each Mortgage Pool, 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 in such Mortgage Pool 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, each in respect of such
Mortgage Pool, 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 in respect of such Mortgage
Pool received during the related Prepayment Period, together with the
Scheduled Principal Balance (as reduced by any Deficient Valuation in
respect of such Mortgage Pool occurring on or prior to the Bankruptcy
Coverage Termination Date) of each Mortgage Loan in such Mortgage Pool that
was the subject of a Voluntary Principal Prepayment in full during the
related Prepayment Period;
(iii) the sum of (A) all Net Liquidation Proceeds in respect of such
Mortgage Pool allocable to principal received in respect of each Mortgage
Loan in such Mortgage Pool 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 in such
Mortgage Pool 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 of such Mortgage Pool occurring on or prior to the Bankruptcy
Coverage Termination Date) of each Mortgage Loan in such Mortgage Pool that
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 in such Mortgage
Pool 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 in respect of such
Mortgage Pool 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.
Class S Certificates: Any of the Class 1-S and Class 2-S Certificates.
Closing Date: April 29, 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
and Mortgage Pool, 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 and Mortgage Pool; 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 Mortgage Pool 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 in respect of the Mortgage Loans in such
Mortgage Pool (less any portion thereof paid as servicing compensation to
any Primary Servicer) without giving effect to any related Compensating
Interest Payment.
Component: Any of the components of a Class of Component Certificates
having the designations, initial Component Principal Balances (or Notional
Component Balances) and Component Interest Rates as follows:
Designation Initial Component Component
Principal Balance Interest Rate
or Notional
Component Balance
Class 1-A3A $20,103,000 6.10%
Class 1-A3B 150,666,000* 0.65
Class 1-A3C 51,000,000 6.75
Class 1-A3D 112,693,000* 0.25
--------------
* Notional Component Balance.
Component Certificate: Any Class 1-A3 Certificate.
Component Interest Rate: With respect to any Component, other than a
Principal Only Component, and as of any Distribution Date, the per annum
fixed rate specified for such Component in the definition of the term
"Component."
Component Principal Balance: As of any Distribution Date, and with
respect to any Component, other than any Notional Component, the initial
Component Principal Balance thereof (as set forth, as applicable, in the
definition of Component) (plus, in the case of any Accrual Component, any
related Accrual Amount for each previous Distribution Date) less the sum of
(x) all amounts distributed in reduction thereof on previous Distribution
Dates pursuant to Section 4.01 and (y) the amount of all Realized Losses
allocated thereto pursuant to Section 4.03(d).
Confirmatory Mortgage Note: With respect to any Mortgage Loan, a note
or other evidence of indebtedness executed by the Mortgagor confirming its
obligation under the note or other evidence of indebtedness previously
executed by the Mortgagor upon the origination of the related Mortgage
Loan.
Cooperative: A private, cooperative housing corporation organized in
accordance with applicable state laws which owns or leases land and all or
part of a building or buildings located in the relevant state, including
apartments, spaces used for commercial purposes and common areas therein
and whose board of directors authorizes, among other things, the sale of
Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building
owned or leased by a Cooperative, which unit the Mortgagor has an exclusive
right to occupy pursuant to the terms of one or more Proprietary Leases.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate(s),
(iii) an assignment of the Proprietary Lease(s), (iv) financing statements
and (v) a stock power (or other similar instrument), and in addition
thereto, a recognition agreement between the Cooperative and the originator
of the Cooperative Loan, each of which was transferred and assigned to the
Trustee pursuant to Section 2.01 and are from time to time held as part of
the Trust Fund. The Mortgage Loans identified as such in Exhibit C hereto
are Cooperative Loans.
Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership
instrument in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan, the
stock certificate(s) or other instrument evidencing the related Cooperative
Stock.
Corporate Trust Office: The principal office of the Trustee at which
at any particular time its corporate trust business shall be administered,
which office at the date of the execution of this instrument is located at
Two International Place, Boston, Massachusetts 02110, Attention: Corporate
Trust Department.
Corresponding Class: With respect to any Class of Lower Tier
Interests, the Class or Classes of Certificates or Components, and with
respect to any Class of Certificates, the Class or Classes of Lower Tier
Interests, appearing opposite such Class of Lower Tier Interests or
Certificates in the table included in Section 2.05(a).
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).
Custodian: As defined in Section 3.17.
Cut-off Date: April 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 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: As to either Mortgage Pool, any Mortgage Loan
with a Net Mortgage Rate less than 6.75% per annum.
Disqualified Organization: Any of the following: (i) the United
States, any State or political subdivision thereof, or any agency or
instrumentality of any of the foregoing (including but not limited to state
pension organizations); (ii) a foreign government, International
Organization or any agency or instrumentality of either of the foregoing;
(iii) an organization (except certain farmers' cooperatives described in
Code section 521) which is exempt from tax imposed by Chapter 1 of the Code
(including the tax imposed by section 511 of the Code on unrelated business
taxable income); and (iv) a rural electric and telephone cooperative
described in Code section 1381(a)(2)(C). The terms "United States," "State"
and "International Organization" shall have the meanings set forth in Code
section 7701 or successor provisions. A corporation will not be treated as
an instrumentality of the United States or of any State or political
subdivision thereof for these purposes if all of its activities are subject
to tax and a majority of its board of directors is not selected by such
governmental unit.
Distribution Date: The 25th day of each calendar month after the month
of initial issuance of the Certificates, or, if such 25th day is not a
Business Day, the next succeeding Business Day.
Distribution Date Statement: The statement referred to in Section
4.05(a).
Document File: As defined in Section 2.01.
Due Date: The first day of the month of the related Distribution Date.
Eligible Account: An account that is either (i) maintained with a
depository institution the debt obligations of which have been rated by
each Rating Agency in one of its two highest long-term rating categories
and has been assigned by S&P its highest short-term rating, (ii) an account
or accounts the deposits in which are fully insured by either the BIF or
the SAIF, (iii) an account or accounts, in a depository institution in
which such accounts are insured by the BIF or the SAIF (to the limits
established by the FDIC), the uninsured deposits in which accounts are
either invested in Permitted Investments or are otherwise secured to the
extent required by the Rating Agencies such that, as evidenced by an
Opinion of Counsel delivered to the Trustee, the Certificateholders have a
claim with respect to the funds in such account or a perfected first
security interest against any collateral (which shall be limited to
Permitted Investments) securing such funds that is superior to claims of
any other depositors or creditors of the depository institution with which
such account is maintained, (iv) a trust account maintained with the
corporate trust department of a federal or state chartered depository
institution or of a trust company with trust powers and acting in its
fiduciary capacity for the benefit of the Trustee hereunder or (v) such
account as will not cause either Rating Agency to downgrade or withdraw its
then-current rating assigned to the Certificates, as evidenced in writing
by the Rating Agencies.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA-Restricted Certificate: Any Class 1-A7 or Junior Certificate.
Event of Default: An event described in Section 7.01.
Excess Bankruptcy Loss: A Deficient Valuation or Debt Service
Reduction, or portion thereof, in respect of a Mortgage Loan in either
Mortgage Pool, (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, in respect of a
Mortgage Loan in either Mortgage Pool, (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, in respect of a Mortgage Loan in either Mortgage Pool, (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 Trust Fund 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
$5,011,339, minus the aggregate amount of Fraud Losses in either Mortgage
Pool that would have been allocated to the Junior Certificates in
accordance with Section 4.03 in the absence of the Loss Allocation
Limitation since the Cut-off Date, and (y) from the first to the fifth
anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a)
the Fraud Loss Amount as of the most recent anniversary of the Cut-off Date
and (b) 1% (from the first to but excluding the third anniversaries of the
Cut-off Date) or 0.5% (from and including the third to but excluding the
fifth anniversaries of the Cut-off Date) of the aggregate outstanding
principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2) the Fraud Losses that would have
been allocated to the Junior Certificates in accordance with Section 4.03
in the absence of the Loss Allocation Limitation since the most recent
anniversary of the Cut-off Date. On or after the fifth anniversary of the
Cut-off Date the Fraud Loss Amount shall be zero.
Initial Certificate Principal Balance: With respect to any
Certificate, other than a Notional Certificate, the Certificate Principal
Balance of such Certificate or any predecessor Certificate on the Closing
Date.
Initial LIBOR Rate: None.
Insurance Proceeds: Proceeds paid pursuant to the Primary Insurance
Policies, if any, and amounts paid by any insurer pursuant to any other
insurance policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by the Primary Insurance Policies,
if any, or any other insurance policy or policies applicable to the
Mortgage Loans.
Interest Accrual Period: With respect to any Distribution Date and any
Class of Certificates (other than any Class of Principal Only Certificates)
or Component, the one-month period ending on the last day of the month
preceding the month in which such Distribution Date occurs.
Interest Losses: The interest portion of (i) on or prior to the
Cross-Over Date, any Excess Losses and (ii) after the Cross-Over Date, any
Realized Losses and Debt Service Reductions.
Interest Settlement Rate: With respect to any Interest Accrual Period,
the rate (expressed as a percentage per annum) for one-month U.S. Dollar
deposits reported by the BBA at 11:00 a.m. London time on the related LIBOR
Determination Date and as it appears on the Designated Telerate Page.
Interest Shortfall: With respect to any Distribution Date and each
Mortgage Loan that during the related Prepayment Period was the subject of
a Voluntary Principal Prepayment or constitutes a Relief Act Mortgage Loan,
an amount determined as follows:
(A) partial principal prepayments: one month's interest at the
applicable Net Mortgage Rate on the amount of such prepayment;
(B) principal prepayments in full received on or after the
sixteenth day of the month preceding the month of such Distribution
Date (or, in the case of the first Distribution Date, on or after the
Cut-off Date) but on or before the last day of the month preceding the
month of such Distribution Date, the difference between (i) one
month's interest at the applicable Net Mortgage Rate on the Scheduled
Principal Balance of such Mortgage Loan immediately prior to such
prepayment and (ii) the amount of interest for the calendar month of
such prepayment (adjusted to the applicable Net Mortgage Rate)
received at the time of such prepayment;
(C) principal prepayments in full received by the Company (or of
which the Company receives notice, in the case of a Mortgage Loan
serviced by a Primary Servicer) on or after the first day but on or
before the fifteenth day of the month of such Distribution Date: none;
and
(D) Relief Act Mortgage Loans: As to any Relief Act Mortgage
Loan, the excess of (i) 30 days' interest (or, in the case of a
Principal Prepayment in full, interest to the date of prepayment) on
the Scheduled Principal Balance thereof (or, in the case of a
Principal Prepayment in part, on the amount so prepaid) at the related
Net Mortgage Rate over (ii) 30 days' interest (or, in the case of a
Principal Prepayment in full, interest to the date of prepayment) on
such Scheduled Principal Balance (or, in the case of a Principal
Prepayment in part, on the amount so prepaid) at the Net Mortgage Rate
required to be paid by the Mortgagor as limited by application of the
Relief Act.
Junior Certificate: Any Class M or Class B Certificate.
Junior Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of the following:
(a) the sum of:
(i) the Junior Percentage in respect of Pool 1 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 in Pool 1 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 in
respect of Pool 1 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 in respect of Pool 1 of the
applicable Non-PO Percentage of all principal prepayments in part in
respect of Pool 1 received during the related Prepayment Period, and
100% of any Senior Optimal Principal Amount in respect of Pool 1 not
distributed to the Pool 1 Senior Certificates on such Distribution
Date, together with the Junior Prepayment Percentage in respect of
Pool 1 of the applicable Non-PO Percentage of the Scheduled Principal
Balance of each Mortgage Loan in Pool 1 that 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 in respect of Pool 1
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 in Pool 1 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 in respect of Pool 1 on such
Distribution Date;
(iv)the Junior Prepayment Percentage in respect of Pool 1 of the
applicable Non-PO Percentage of the Scheduled Principal Balance of
each Mortgage Loan in Pool 1 that was purchased on such Distribution
Date pursuant to Section 2.02, 2.03(a) or 3.16; and
(v) the Junior Prepayment Percentage in respect of Pool 1 of the
applicable Non-PO Percentage of the Substitution Amount for any
Mortgage Loan in Pool 1 substituted during the month of such
Distribution Date; and
(b) the sum of:
(i) the Junior Percentage in respect of Pool 2 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 in Pool 2 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 in
respect of Pool 2 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 in respect of Pool 2 of the
applicable Non-PO Percentage of all principal prepayments in part in
respect of Pool 2 received during the related Prepayment Period, and
100% of any Senior Optimal Principal Amount in respect of Pool 2 not
distributed to the Pool 2 Senior Certificates on such Distribution
Date, together with the Junior Prepayment Percentage in respect of
Pool 2 of the applicable Non-PO Percentage of the Scheduled Principal
Balance of each Mortgage Loan in Pool 2 that 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 in respect of Pool 2
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 in Pool 2 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 in respect of Pool 2 on such
Distribution Date;
(iv)the Junior Prepayment Percentage in respect of Pool 2 of the
applicable Non-PO Percentage of the Scheduled Principal Balance of
each Mortgage Loan in Pool 2 that was purchased on such Distribution
Date pursuant to Section 2.02, 2.03(a) or 3.16; and
(v) the Junior Prepayment Percentage in respect of Pool 2 of the
applicable Non-PO Percentage of the Substitution Amount for any
Mortgage Loan in Pool 2 substituted during the month of such
Distribution Date.
For purposes of clauses (a)(ii) and (b)(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 and each Mortgage Pool,
the excess of 100% over the related Senior Percentage for such Distribution
Date.
Junior Prepayment Percentage: As to any Distribution Date and each
Mortgage Pool, the excess of 100% over the related Senior Prepayment
Percentage for such Distribution Date, except that (i) after the aggregate
Certificate Principal Balance (or Component Principal Balance) of the
related Senior Certificates other than, in the case of the Pool 1
Certificates, the Class 1-PO Certificates, and in the case of the Pool 2
Certificates, the Class 2-PO Certificates, have been reduced to zero, the
Junior Prepayment Percentage for such Mortgage Pool shall be 100%, and (ii)
after the Cross-Over Date, the Junior Prepayment Percentage for both
Mortgage Pools shall be zero.
Latest Possible Maturity Date: With respect to either Mortgage Pool,
April 25, 2031.
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).
Lower Tier Balance: As to each Mortgage Pool and each Class of Lower
Tier Interests and any Distribution Date, the initial Lower Tier Balance
thereof set forth or specified in Section 2.05(a) (plus, in the case of any
Class of Lower Tier Interests as to which the Corresponding Class is a
Class of Accrual Certificates or an Accrual Component, an amount equal to
the Accrual Amount for such Corresponding Class for each previous
Distribution Date) less the sum of (i) aggregate amount of principal
allocable thereto on previous Distribution Dates pursuant to Section
2.05(a) and (ii) any Realized Losses or Subordinate Certificate Writedown
Amount allocated thereto on previous Distribution Dates.
Lower Tier Interest: As to each Mortgage Pool, any one of the Classes
of regular interests in the Lower Tier REMIC described as such in Section
2.05(a).
Lower Tier Interest Rate: As to each Mortgage Pool and each Lower Tier
Interest, the applicable "Lower Tier Interest Rate," if any, set forth in
Section 2.05(a) hereof.
Lower Tier REMIC: One of the two separate REMICs comprising the Trust
Fund, the assets of which consist of the assets and rights specified in
clauses (i) through (viii) and clause (x) of the definition of the term
Trust Fund.
MLCC: Merrill Lynch Credit Corporation, or its successor in interest.
Monthly Advance: With respect to any Distribution Date and each
Mortgage Pool, 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 in respect of such Mortgage Pool, 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 in such Mortgage Pool 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: With respect to each Mortgage Pool, 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, identified by Mortgage Pool, 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: Either of Pool 1 or Pool 2, as applicable.
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 and each
Mortgage Pool, the excess, if any, of the aggregate Interest Shortfalls
allocable to the Certificates of such Mortgage Pool (as determined in
accordance with the definition of Interest Shortfall) for such Distribution
Date over any related 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: With respect to either Mortgage Pool, any
Mortgage Loan with a Net Mortgage Rate greater than or equal to 6.75% per
annum.
Non-permitted Foreign Holder: As defined in Section 5.02(b).
Non-PO Percentage: As to any Discount Mortgage Loan in either Mortgage
Pool, a fraction (expressed as a percentage), the numerator of which is the
Net Mortgage Rate of such Discount Mortgage Loan and the denominator of
which is 6.75%. 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: Any Class 1-A3B Component or Class 1-A3D
Component.
Notional Component Balance: As to any Distribution Date and the Class
1-A3B Component, the sum of the Class Certificate Principal Balances of the
Class 1-A1 and Class 1-A2 Certificates and the Component Principal Balance
of the Class 1-A3A Component on such Distribution Date. As to any
Distribution Date and the Class 1-A3D Component, the sum of the Class
Certificate Principal Balances of the Class 1-A4 and Class 1-A8
Certificates on such Distribution Date.
Notional Principal Balance: As to any Distribution Date and any Class
of Class S Certificates, the aggregate Scheduled Principal Balance of the
Outstanding Non-Discount Mortgage Loans in the related Mortgage Pool 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
related Class of 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 Pool Junior Amount: As to either Mortgage Pool, the Pool
Junior Amount for such Mortgage Pool on the Closing Date.
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. For purposes hereof, the PAC Balance for the PAC
Certificates and PAC Component shall be determined in the aggregate and
shall be referred to herein as the "Aggregate Pool 1 PAC Balance."
PAC Certificate: Any Class 1-A1 or 1-A2 Certificate.
PAC Component: The Class 1-A3A Component.
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 in either Mortgage
Pool, a fraction (expressed as a percentage), the numerator of which is the
excess of 6.75% over the Net Mortgage Rate of such Discount Mortgage Loan
and the denominator of which is 6.75%. As to any Non-Discount Mortgage
Loan, 0%.
Pool 1: The aggregate of the Mortgage Loans identified in the Mortgage
Loan Schedule as Pool 1 Mortgage Loans.
Pool 1 Group I Final Distribution Date: The Distribution Date on which
the aggregate Certificate Principal Balance of the Pool 1 Group I Senior
Certificates is reduced to zero.
Pool 1 Group I Senior Certificate: Any Class 1-A1, Class 1-A2, Class
1-A3, Class 1-A4, Class 1-A5, Class 1-A8, Class 1-A9, Class R or Class RL
Certificate.
Pool 1 Group II Senior Certificate: Any Class 1-A6 or Class 1-A7
Certificate.
Pool 1 Group II Senior Distribution Percentage: 0% through the
Distribution Date in April 2004; 30% thereafter through the Distribution
Date in April 2005; 40% thereafter through the Distribution Date in April
2006; 60% thereafter through the Distribution Date in April 2007; 80%
thereafter through the Distribution Date in April 2008; and 100%
thereafter.
Pool 1 Group II Senior 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 Pool 1 Group II
Senior Certificates immediately preceding such Distribution Date by (y) the
aggregate Certificate Principal Balance of all the Pool 1 Senior
Certificates (other than the Class 1-PO Certificates) immediately preceding
such Distribution Date.
Pool 1 Group II Senior Principal Distribution Amount: With respect to
any Distribution Date, the product of (a) the Senior Optimal Principal
Amount for Pool 1 on such date multiplied by (b) the Pool 1 Group II Senior
Percentage for such date multiplied by (c) the Pool 1 Group II Senior
Distribution Percentage for such date; provided, however, that (i) on the
Pool 1 Group I Final Distribution Date, the Pool 1 Group II Senior
Principal Distribution Amount will be increased by any portion of the
Senior Optimal Principal Amount for Pool 1 remaining after distributions of
principal have been made on the Pool 1 Group I Senior Certificates and (ii)
following the Pool 1 Group I Final Distribution Date, the Pool 1 Group II
Senior Principal Distribution Amount will equal the Senior Optimal
Principal Amount for Pool 2.
Pool 1 Mortgage Loan: A Mortgage Loan identified as a Pool 1 Mortgage
Loan in the Mortgage Loan Schedule.
Pool 1 PAC Balances Table: The PAC Balances for any PAC Certificate or
PAC Component set forth in the Principal Balance Schedules.
Pool 1 Senior Certificate: Any Class 1-A1, Class 1-A2, Class 1-A3,
Class 1-A4, Class 1-A5, Class 1-A6, Class 1-A7, Class 1-A8, Class 1-A9,
Class R, Class RL or Class 1-PO Certificate.
Pool 1 TAC Balances Table: The TAC Balances for any TAC Certificate or
TAC Component set forth on the Principal Balance Schedules.
Pool 2: The aggregate of the Mortgage Loans identified in the Mortgage
Loan Schedule as Pool 2 Mortgage Loans.
Pool 2 Group I Final Distribution Date: The Distribution Date on which
the aggregate Certificate Principal Balance of the Pool 2 Group I Senior
Certificates has been reduced to zero.
Pool 2 Group I Senior Certificate: Any Class 2-A1, Class 2-A2, Class
2-A4, Class 2-A5, Class 2-A6, Class 2-A7, Class 2-A8 or Class 2-A9
Certificate.
Pool 2 Group II Senior Certificate: Any Class 2-A3 Certificate.
Pool 2 Group II Senior Distribution Percentage: 0% through the
Distribution Date in April 2004; 30% thereafter through the Distribution
Date in April 2005; 40% thereafter through the Distribution Date in April
2006; 60% thereafter through the Distribution Date in April 2007; 80%
thereafter through the Distribution Date in April 2008; and 100%
thereafter.
Pool 2 Group II Senior 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 Pool 2 Group II
Senior Certificates immediately preceding such Distribution Date by (y) the
aggregate Certificate Principal Balance of all the Pool 2 Senior
Certificates (other than the Class 2-PO Certificates) immediately preceding
such Distribution Date.
Pool 2 Group II Senior Principal Distribution Amount: With respect to
any Distribution Date, the product of (a) the Senior Optimal Principal
Amount for Pool 2 on such date multiplied by (b) the Pool 2 Group II Senior
Percentage for such date multiplied by (c) the Pool 2 Group II Senior
Distribution Percentage for such date; provided, however, that (i) on the
Pool 2 Group I Final Distribution Date, the Pool 2 Group II Senior
Principal Distribution Amount will be increased by any portion of the
Senior Optimal Principal Amount for Pool 2 remaining after distributions of
principal have been made on the Pool 2 Group I Senior Certificates and (ii)
following the Pool 2 Group I Final Distribution Date, the Pool 2 Group II
Senior Principal Distribution Amount will equal the Senior Optimal
Principal Amount for Pool 2.
Pool 2 Mortgage Loan: A Mortgage Loan identified as a Pool 2 Mortgage
Loan in the Mortgage Loan Schedule.
Pool 2 Senior Certificate: Any Class 2-A1, Class 2-A2, Class 2-A3,
Class 2-A4, Class 2-A5, Class 2-A6, Class 2-A7, Class 2-A8, Class 2-A9 or
Class 2-PO Certificate.
Pool Balance Shortfall Distribution: As defined in Section 4.01(g)(2).
Pool Balance Shortfall Group: With respect to any Distribution Date,
the Senior Certificates (other than the related Class PO Certificates) of
any Mortgage Pool as to which the aggregate Class Certificate Principal
Balances thereof after giving effect to distributions pursuant to Sections
4.01(a) and (b) on such date are greater than the aggregate of the
applicable Non-PO Percentage of the Scheduled Principal Balance of all
Mortgage Loans in the related Mortgage Pool that were Outstanding Mortgage
Loans on the Due Date in the month next preceding the month of such
Distribution Date.
Pool Junior Amount: With respect to any Distribution Date and each
Mortgage Pool, the excess of the aggregate of the applicable Non-PO
Percentage of the Scheduled Principal Balance of each Mortgage Loan in such
Mortgage Pool over the aggregate of the Class Certificate Principal Amounts
of the Senior Certificates (other than the related PO Certificates) of such
Mortgage Pool. After the Cross-Over Date, the Pool Junior Amount shall be
equal to zero.
Pool Scheduled Principal Balance: With respect to any Distribution
Date and each Mortgage Pool, the aggregate Scheduled Principal Balance of
all the Mortgage Loans in such Mortgage Pool that were Outstanding Mortgage
Loans on the Due Date in the month next preceding the month of such
Distribution Date (or, in the case of the first Distribution Date, the
Cut-off Date; or, if so specified, such other date).
Prepayment Assumption: The assumed fixed schedule of prepayments on a
pool of new mortgage loans with such schedule given as a monthly sequence
of prepayment rates, expressed as annualized percent values. These values
start at 0.2% per year in the first month, increase by 0.2% per year in
each succeeding month until month 30, ending at 6.0% per year. At such
time, the rate remains constant at 6.0% per year for the balance of the
remaining term. Multiples of the Prepayment Assumption are calculated from
this prepayment rate series.
Prepayment Assumption Multiple: 275% of the Prepayment Assumption.
Prepayment Distribution Trigger: As of any Distribution Date and as to
each Class of Class B Certificates, the related Prepayment Distribution
Trigger is satisfied if (x) the fraction, expressed as a percentage, the
numerator of which is the aggregate Class Certificate Principal Balance of
such Class and each Class subordinate thereto, if any, on such Distribution
Date, and the denominator of which is the sum of the Pool Scheduled
Principal Balances for each Mortgage Pool 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 1-PO or Class 2-PO Certificate.
Principal Only Component: None.
Principal Prepayment: Any payment or other recovery of principal on a
Mortgage Loan (including, for this purpose, any refinancing permitted by
Section 3.01 and any REO Proceeds treated as such pursuant to Section
3.08(b)) which is received in advance of its scheduled Due Date and is not
accompanied by an amount of interest representing scheduled interest for
any month subsequent to the month of prepayment.
Private Placement Memorandum: The private placement memorandum
relating to the Restricted Junior Certificates dated April 27, 1999.
Prohibited Transaction Exemption: U.S. Department of Labor Prohibited
Transaction Exemption 89-89, 55 Fed. Reg. 42589, October 17, 1989.
Property Protection Expenses: With respect to any Mortgage Loan,
expenses paid or incurred by or for the account of the Company in
accordance with the related Mortgage for (a) real estate property taxes and
property repair, replacement, protection and preservation expenses and (b)
similar expenses reasonably paid or incurred to preserve or protect the
value of such Mortgage to the extent the Company is not reimbursed therefor
pursuant to the Primary Insurance Policy, if any, or any other insurance
policy with respect thereto.
Proprietary Lease: With respect to a Cooperative Loan, the proprietary
lease(s) or occupancy agreement with respect to the Cooperative Apartment
occupied by the Mortgagor and relating to the related Cooperative Stock,
which lease or agreement confers an exclusive right to the holder of such
Cooperative Stock to occupy such apartment.
Purchase Price: With respect to any Mortgage Loan required or
permitted to be purchased hereunder from the Trust Fund, an amount equal to
100% of the unpaid principal balance thereof plus interest thereon at the
applicable Mortgage Rate from the date to which interest was last paid to
the first day of the month in which such purchase price is to be
distributed; provided, however, that if the Company is the servicer
hereunder, such purchase price shall be net of unreimbursed Monthly
Advances with respect to such Mortgage Loan, and the interest component of
the Purchase Price may be computed on the basis of the 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 or Class RL Certificate.
Responsible Officer: When used with respect to the Trustee, any
officer or assistant officer assigned to and working in the Corporate Trust
Department of the Trustee and, also, with respect to a particular matter,
any other officer to whom such matter is referred because of such officer's
knowledge of and familiarity with the particular subject.
Restricted Certificate: Any Restricted Junior Certificate, 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 Pool 1 Senior Certificate or Pool 2 Senior
Certificate.
Senior Certificate Principal Balance: As of any Distribution Date and
as to each Mortgage Pool, an amount equal to the sum of the Certificate
Principal Balances of the related Senior Certificates (other than, in the
case of the Pool 1 Certificates, the Class 1-PO Certificates, and in the
case of the Pool 2 Certificates, the Class 2-PO Certificates).
Senior Optimal Principal Amount: As to any Distribution Date and each
Mortgage Pool, an amount equal to the sum of:
(i) the related 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 in such Mortgage Pool 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 in respect of such Mortgage
Pool 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 related Senior Prepayment Percentage of the applicable Non-PO
Percentage of all principal prepayments in part in respect of such Mortgage
Pool received during the related Prepayment Period, together with the
related Senior Prepayment Percentage of the applicable Non-PO Percentage of
the Scheduled Principal Balance of each Mortgage Loan in such Mortgage Pool
which was the subject of a Voluntary Principal Prepayment in full during
the related Prepayment Period;
(iii) the lesser of (x) the related Senior Percentage of the
applicable Non-PO Percentage of the sum of (A) the Scheduled Principal
Balance of each Mortgage Loan in such Mortgage Pool 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 in the related Mortgage Pool that was
purchased by an insurer from the Trustee during such Prepayment Period
pursuant to the related Primary Insurance Policy, as reduced in each case
by the related Senior Percentage of the applicable Non-PO Percentage of the
principal portion of any Excess Losses in respect of such Mortgage Pool
(other than Excess Bankruptcy Losses attributable to Debt Service
Reductions), and (y) the related 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 in such Mortgage Pool (other than Mortgage Loans described in clause
(B)) and (B) the principal balance of each such Mortgage Loan in such
Mortgage Pool purchased by an insurer from the Trustee pursuant to the
related Primary Insurance Policy, in each case during the related
Prepayment Period;
(iv) the related Senior Prepayment Percentage of the applicable Non-PO
Percentage of the Scheduled Principal Balance of each Mortgage Loan in such
Mortgage Pool which was purchased on such Distribution Date pursuant to
Section 2.02, 2.03(a) or 3.16; and
(v) the related Senior Prepayment Percentage of the applicable Non-PO
Percentage of the Substitution Amount for any Mortgage Loan in such
Mortgage Pool 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 and each Mortgage Pool,
the lesser of (i) 100% and (ii) the percentage (carried to six places
rounded up) obtained by dividing the Senior Certificate Principal Balance
for such Mortgage Pool immediately prior to such Distribution Date by the
sum of the applicable Non-PO Percentage of the Scheduled Principal Balance
of all Mortgage Loans in such Mortgage Pool that were Outstanding Mortgage
Loans on the Due Date in the month next preceding the month of such
Distribution Date.
Senior Prepayment Percentage: As to each Mortgage Pool and for any
Distribution Date occurring prior to the fifth anniversary of the first
Distribution Date, 100%. As to each Mortgage Pool and 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 April 2004 to and
including the Distribution Date in April 2005, the related Senior
Percentage for such Distribution Date plus 70% of the related Junior
Percentage for such Distribution Date;
(ii) for any Distribution Date subsequent to April 2005 to and
including the Distribution Date in April 2006, the related Senior
Percentage for such Distribution Date plus 60% of the related Junior
Percentage for such Distribution Date;
(iii) for any Distribution Date subsequent to April 2006 to and
including the Distribution Date in April 2007, the related Senior
Percentage for such Distribution Date plus 40% of the related Junior
Percentage for such Distribution Date;
(iv) for any Distribution Date subsequent to April 2007 to and
including the Distribution Date in April 2008, the related Senior
Percentage for such Distribution Date plus 20% of the related Junior
Percentage for such Distribution Date; and
(v) for any Distribution Date thereafter, the related Senior
Percentage for such Distribution Date.
Notwithstanding the foregoing, if on any Distribution Date the Senior
Percentage for either Mortgage Pool exceeds the related Senior Percentage
as of the Closing Date, the Senior Prepayment Percentage for each Mortgage
Pool for such Distribution Date will equal 100%.
In addition, notwithstanding the foregoing, no reduction of the Senior
Prepayment Percentage for either Mortgage Pool 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 for both Mortgage Pools:
Test I: If, as of the last day of the month preceding such
Distribution Date, (i) the aggregate Scheduled Principal Balance of
Mortgage Loans in such Mortgage Pool is delinquent 60 days or more
(including for this purpose any Mortgage Loans in foreclosure and REO
Mortgage Loans) as a percentage of the applicable Pool Junior Amount
as of such date, does not exceed 50%, and (ii) cumulative Realized
Losses with respect to the Mortgage Loans in the related Mortgage Pool
do not exceed (a) 30% of the related Original Pool Junior Amount if
such Distribution Date occurs between and including May 2004 and April
2005, (b) 35% of the related Original Pool Junior Amount for such
Mortgage Pool if such Distribution Date occurs between and including
May 2005 and April 2006, (c) 40% of the related Original Pool Junior
Amount for such Mortgage Pool if such Distribution Date occurs between
and including May 2006 and April 2007, (d) 45% of the related Original
Pool Junior Amount for such Mortgage Pool if such Distribution Date
occurs between and including May 2007 and April 2008 and (e) 50% of
the related Original Pool Junior Amount for such Mortgage Pool if such
Distribution Date occurs during or after May 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 in such Mortgage Pool 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 in such
Mortgage Pool averaged over the last three months, does not exceed 4%,
and (ii) cumulative Realized Losses with respect to the Mortgage Loans
in such Mortgage Pool do not exceed (a) 10% of the related Original
Pool Junior Amount for such Mortgage Pool if such Distribution Date
occurs between and including May 2004 and April 2005, (b) 15% of the
related Original Pool Junior Amount for such Mortgage Pool if such
Distribution Date occurs between and including May 2005 and April
2006, (c) 20% of the related Original Pool Junior Amount for such
Mortgage Pool if such Distribution Date occurs between and including
May 2006 and April 2007, (d) 25% of the related Original Pool Junior
Amount for such Mortgage Pool if such Distribution Date occurs between
and including May 2007 and April 2008, and (e) 30% of the related
Original Pool Junior Amount for such Mortgage Pool if such
Distribution Date occurs during or after May 2008.
Servicer's Certificate: A certificate, completed by and executed on
behalf of the Company by a Servicing Officer in accordance with Section
4.06, substantially in the form of Exhibit D hereto or in such other form
as the Company and the Trustee shall agree.
Servicing Fee: As to any Mortgage Loan and Distribution Date, 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 $5,011,339 minus the sum of (i) the aggregate amount of Special
Hazard Losses in respect of either Mortgage Pool 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 that 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: The Class 1-A3A, Class 1-A3B, Class 1-A3C and
Class 1-A3D Components.
Startup Day: As defined in Section 2.05(b).
Strip Rate: With respect to each of 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 in the related Mortgage Pool 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) 6.75%; provided, however, that such
calculation shall not include any Mortgage Loan in such Mortgage Pool 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 each Class PO Certificate on such
Distribution Date pursuant to Sections 4.01(a)(iv) or (b)(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 Balances of both Mortgage Pools 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. For purposes hereof, the
TAC Balance for the Class 1-A3A Component shall be subdivided into two TAC
Balance schedules, "Class 1-A3 TAC Component Balance No. 1" and " Class
1-A3 TAC Component Balance No. 2;" and the TAC Balances for the Class 1-A4
and Class 1-A8 Certificates shall be determined in the aggregate and shall
be referred to herein as the "Class 1-A4 and Class 1-A8 Aggregate TAC
Balance No. 1" and "Class 1-A4 and Class 1-A8 Aggregate TAC Balance No. 2,"
as set forth in Section 4.01(a)(iii).
TAC Certificates: The Class 1-A4 and Class 1-A8 Certificate.
TAC Component: The Class 1-A3C Component.
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(j) 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 Pool 1 Senior Certificates (other than any
Class of Principal Only Certificates) and any Specified Component thereof
(other than any Principal Only Component) and the Class 1-S Certificates,
Section 4.01(b)(ii), in the case of the Pool 2 Senior Certificates (other
than any Class of Principal Only Certificates) and any Specified Component
thereof (other than any Principal Only Component) and the Class 2-S
Certificates, Section 4.01(c)(ii), in the case of the Class M Certificates,
Section 4.01(c)(v), in the case of the Class B1 Certificates, Section
4.01(c)(viii), in the case of the Class B2 Certificates, Section
4.01(c)(xi), in the case of the Class B3 Certificates, Section
4.01(c)(xiv), in the case of the Class B4 Certificates, and Section
4.01(c)(xvii), 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.
Upper Tier REMIC: One of the two separate REMICs comprising the Trust
Fund, the assets of which consist of the Lower Tier Interests.
Voluntary Principal Prepayment: With respect to any Distribution Date,
any prepayment of principal received from the related Mortgagor on a
Mortgage Loan.
Voting Rights: The portion of the voting rights of all the
Certificates that is allocated to any Certificate for purposes of the
voting provisions of Section 10.01. At all times during the term of this
Agreement, 99% of all Voting Rights shall be allocated to the Certificates
other than the Class S Certificates, and 1% of all Voting Rights shall be
allocated in the aggregate to the Class S Certificates. Voting Rights
allocated to the Class S Certificates shall be allocated among the
Certificates of such Classes 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. With
respect to any matters relating exclusively to the Pool 1 Senior
Certificates or the Pool 2 Senior Certificates and not having an adverse
effect on the Senior Certificateholders of the other Pool or the Junior
Certificateholders, only Pool 1 Senior Certificateholders or Pool 2 Senior
Certificateholders, respectively, will be entitled to vote with respect
thereto. Voting Rights allocated to the Senior Certificateholders of one
Mortgage Pool shall be allocated based on the respective Certificate
Principal Balances in proportion to the Scheduled Principal Balances of the
Mortgage Loans of such Mortgage Pool.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans. (a) The Company, concurrently
with the execution and delivery of this Agreement, does hereby transfer, assign,
set-over and otherwise convey to the Trustee without recourse (except as
provided herein) all the right, title and interest of the Company in and to the
Mortgage Loans, including all interest and principal received by the Company on
or with respect to the Mortgage Loans (other than payments of principal and
interest due and payable on the Mortgage Loans on or before, and all Principal
Prepayments received before, the Cut-off Date). The Company acknowledges it has
sold all right, title and interest in and to the Mortgage Loans to the Trustee
to the extent provided above and that retention of record title of Mortgages
(subject to Section 2.01(d) of this Agreement) is for convenience only and that
the Company holds record title solely as custodian for the Trustee for benefit
of the Certificateholders. The Company agrees that it will take no action
inconsistent with ownership of the Mortgage Loans by the Trustee and will not
deliver any instrument of satisfaction or conveyance with respect to a Mortgage
or a Mortgage Loan, or convey or purport to convey any interest in a Mortgage
Loan, except in accordance with the terms and the intent of this Agreement.
In addition, with respect to any Pledged Asset Mortgage Loan, the Company
does hereby transfer, assign, set-over and otherwise convey to the Trustee
without recourse (except as provided herein) (i) its rights as assignee under
any security agreements, pledge agreements or guarantees relating to the
Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its
security interest in and to any Additional Collateral, (iii) its right to
receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the
Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary
under the Surety Bond in respect of any Pledged Asset Mortgage Loan.
(b) In connection with such transfer and assignment, the Company does
hereby deliver to the Trustee the following documents or instruments with
respect to:
(1) Each Mortgage Loan (other than any Cooperative Loan or Designated
Loan) so transferred and assigned:
(i) The Mortgage Note, endorsed without recourse in blank by the
Company, including all intervening endorsements showing a complete
chain of endorsement from the originator to the Company; provided,
however, that if such Mortgage Note is a Confirmatory Mortgage Note,
such Confirmatory Mortgage Note may be payable directly to the Company
or may show a complete chain of endorsement from the named payee to
the Company;
(ii) Any assumption and modification agreement;
(iii) An assignment in recordable form (which may be included in
a blanket assignment or assignments) of the Mortgage to the Trustee;
and
(2) Each Cooperative Loan (other than a Designated Loan) so
transferred and assigned:
(i) The Mortgage Note, endorsed without recourse in blank by the
Company and showing an unbroken chain of endorsements from the
originator to the Company; provided, however, that if such Mortgage
Note is a Confirmatory Mortgage Note, such Confirmatory Mortgage Note
may be payable directly to the Company or may show a complete chain of
endorsement from the named payee to the Company;
(ii) A counterpart of the Proprietary Lease and the Assignment of
Proprietary Lease executed in blank or to the originator of the
Cooperative Loan;
(iii) The related Cooperative Stock Certificate, together with an
undated stock power (or other similar instrument) executed in blank;
(iv) A counterpart of the recognition agreement by the
Cooperative of the interests of the mortgagee with respect to the
related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative
Loan as secured party, each with evidence of recording thereof,
evidencing the interest of the originator in the Cooperative Stock and
the Proprietary Lease;
(vii) If applicable, copies of the UCC-3 assignments of the
security interest described in clause (vi) above, sent to the
appropriate public office for filing, showing an unbroken chain of
title from the originator to the Company, evidencing the security
interest of the originator in the Cooperative Stock and the
Proprietary Lease;
(viii) An executed assignment (which may be a blanket assignment
for all Cooperative Loans) of the interest of the Company in the
Security Agreement, Assignment of Proprietary Lease and the
recognition agreement described in clause (iv) above, showing an
unbroken chain of title from the originator to the Trustee; and
(ix) A UCC-3 assignment from the Company to the Trustee of the
security interest described in clause (vi) above, in form suitable for
filing, otherwise complete except for filing information regarding the
original UCC-1 if unavailable (which may be included in a blanket
assignment to the Trustee).
In instances where a completed assignment of the Mortgage in recordable
form cannot be delivered by the Company to the Trustee in accordance with
Section 2.01(b)(1)(iii) prior to or concurrently with the execution and delivery
of this Agreement, due to a delay in connection with recording of the Mortgage,
the Company may, in lieu of delivering the completed assignment in recordable
form, deliver to the Trustee the assignment in such form, otherwise complete
except for recording information.
(3) With respect to each Designated Loan, the Company does hereby
deliver to the Trustee the Designated Loan Closing Documents.
(c) In connection with each Mortgage Loan transferred and assigned to the
Trustee, the Company shall deliver to the Trustee the following documents or
instruments as promptly as practicable, but in any event within 30 days, after
receipt by the Company of all such documents and instruments for all of the
outstanding Mortgage Loans:
(i) the Mortgage with evidence of recording indicated thereon
(other than with respect to a Cooperative Loan);
(ii) a copy of the title insurance policy (other than with
respect to a Cooperative Loan);
(iii) with respect to any Mortgage that has been assigned to the
Company, the related recorded intervening assignment or assignments of
Mortgage, showing a complete chain of assignment from the originator
to the Company (other than with respect to a Cooperative Loan); and
(iv) with respect to any Cooperative Loan that has been assigned
to the Company, the related filed intervening UCC-3 financing
statements (not previously delivered pursuant to Section
2.01(b)(2)(vii)), showing a complete chain of assignment from the
named originator to the Company.
Pending such delivery, the Company shall retain in its files (a) copies of the
documents described in clauses (i) and (iii) of the preceding sentence, without
evidence of recording thereon, and (b) title insurance binders with respect to
the Mortgage Loans (other than with respect to a Cooperative Loan). The Company
shall also retain in its files evidence of any primary mortgage insurance
relating to the Mortgage Loans during the period when the related insurance is
in force. Such evidence shall consist, for each Mortgage Loan, of a certificate
of private mortgage insurance relating to such Mortgage Loan or an electronic
screen print setting forth the information contained in such certificate of
private mortgage insurance, including, without limitation, information relating
to the name of the mortgage insurance carrier, the certificate number, the loan
amount, the property address, the effective date of coverage, the amount of
coverage and the expiration date of the policy. (The copies of the Mortgage,
intervening assignments of Mortgage, if any, title insurance binder and the
Primary Insurance Policy, if any, described in the second and third preceding
sentences are collectively referred to herein as the "Document File" with
respect to each Mortgage Loan.) The Company shall advise the Trustee in writing
if such delivery to the Trustee shall not have occurred on or before the first
anniversary of the Closing Date. The Company shall promptly furnish to the
Trustee the documents included in the Document Files (other than any such
documents previously delivered to the Trustee as originals or copies) either (a)
upon the written request of the Trustee or (b) when the Company or the Trustee
obtains actual notice or knowledge of a Trigger Event. The Trustee shall have no
obligation to request delivery of the Document Files unless a Responsible
Officer of the Trustee has actual notice or knowledge of the occurrence of a
Trigger Event.
In the case of Mortgage Loans which have been prepaid in full after the
Cut-off Date and prior to the date of execution and delivery of this Agreement,
the Company, in lieu of delivering the above documents to the Trustee, herewith
delivers to the Trustee a certification of a Servicing Officer of the nature set
forth in Section 3.09.
(d) The Company shall not be required to record the assignments of the
Mortgages referred to in Section 2.01(b)(1)(iii) or file the UCC-3 assignments
referred to in Section 2.01(b)(2)(ix) to the Trustee unless the Company or the
Trustee obtains actual notice or knowledge of the occurrence of any Trigger
Event; provided, however, that such recording or filing shall not be required if
the Company delivers to the Trustee a letter from each Rating Agency to the
effect that the failure to take such action will not cause such Rating Agency to
reduce or withdraw its then current ratings of the Certificates. The party
obtaining actual notice or knowledge of any of such events shall give the other
party prompt written notice thereof. For purposes of the foregoing (as well as
for purposes of determining whether the Company shall be required to deliver the
Document Files to the Trustee following the occurrence of a Trigger Event), the
Company shall be deemed to have knowledge of any such downgrading referred to in
the definition of Trigger Event if, in the exercise of reasonable diligence, the
Company has or should have had knowledge thereof. As promptly as practicable
subsequent to the Company's delivery or receipt of such written notice, as the
case may be, the Company shall insert the recording or filing information in the
assignments of the Mortgages or UCC-3 assignments to the Trustee and shall cause
the same to be recorded or filed, at the Company's expense, in the appropriate
public office for real property records or UCC financing statements, except that
the Company need not cause to be so completed and recorded any assignment of
mortgage which relates to a Mortgage Loan secured by property in a jurisdiction
under the laws of which, on the basis of an Opinion of Counsel reasonably
satisfactory to the Trustee and satisfactory to each Rating Agency (as evidenced
in writing), recordation of such assignment is not necessary to protect the
Trustee against discharge of such Mortgage Loan by the Company or any valid
assertion that any Person other than the Trustee has title to or any rights in
such Mortgage Loan. In the event that the Company fails or refuses to record or
file the assignment of Mortgages or UCC-3 financing statement in the
circumstances provided above, the Trustee shall record or cause to be recorded
or filed such assignment or UCC-3 financing statement at the expense of the
Company. In connection with any such recording or filing, the Company shall
furnish such documents as may be reasonably necessary to accomplish such
recording or filing. Notwithstanding the foregoing, at any time the Company may
record or file, or cause to be recorded or filed, the assignments of Mortgages
or UCC-3 financing statement at the expense of the Company.
Section 2.02. Acceptance by Trustee. Subject to the examination hereinafter
provided, the Trustee acknowledges receipt of the Mortgage Notes, the
assignments of the Mortgages to the Trustee, the assumption and modification
agreements, if any, the documents specified in Section 2.01(b)(2) (subject to
any permitted delayed delivery of the documents described in Section
2.01(c)(iv)), and the Designated Loan Closing Documents, if any, delivered
pursuant to Section 2.01, and declares that the Trustee holds and will hold such
documents and each other document delivered to it pursuant to Section 2.01 in
trust, upon the trusts herein set forth, for the use and benefit of all present
and future Certificateholders. The Trustee agrees, for the benefit of 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)(iv)), and the Designated Loan Closing Documents, if any, (ii) delivery
to the Trustee after the Closing Date of the Mortgage Notes and the assumption
and modification agreements, if any, with respect to each Designated Loan, and
(iii) delivery of the recorded Mortgages, title insurance policies, recorded
intervening assignments of Mortgage, if any, and filed intervening UCC-3
financing statements, if any, with respect to any Cooperative Loan to ascertain
that all required documents set forth in Section 2.01 have been executed,
received and recorded, if applicable, and that such documents relate to the
Mortgage Loans identified in Exhibit C hereto. In performing such examination,
the Trustee may conclusively assume the due execution and genuineness of any
such document and the genuineness of any signature thereon. It is understood
that the scope of the Trustee's examination of the Mortgage Files is limited
solely to confirming, after receipt of the documents listed in Section 2.01,
that such documents have been executed, received and recorded, if applicable,
and relate to the Mortgage Loans identified in Exhibit C to this Agreement. If
in the course of such review the Trustee finds (1) that any document required to
be delivered as aforesaid has not been delivered, or (2) any such document has
been mutilated, defaced or physically altered without the borrower's
authorization or approval, or (3) based upon its examination of such documents,
the information with respect to any Mortgage Loan set forth on Exhibit C is not
accurate, the Trustee shall promptly so notify the Company in writing, which
shall have a period of 60 days after receipt of such notice to correct or cure
any such defect. The Company hereby covenants and agrees that, if any such
material defect cannot be corrected or cured, the Company will on a Distribution
Date which is not later than the first Distribution Date which is more than ten
days after the end of such 60-day period repurchase the related Mortgage Loan
from the Trustee at the Purchase Price therefor or replace such Mortgage Loan
pursuant to Section 2.03(b); provided, however, that if the defect (or breach
pursuant to Section 2.03(a)) is one that, had it been discovered before the
Startup Day, would have prevented the Mortgage Loan from being a "qualified
mortgage" within the meaning of the REMIC Provisions, such defect or breach
shall be cured, or the related Mortgage Loan shall be repurchased or replaced,
on a Distribution Date which falls within 90 days of the date of discovery of
such defect or breach. The Purchase Price for the repurchased Mortgage Loan, or
any amount required in respect of a substitution pursuant to Section 2.03(b),
shall be deposited by the Company in the Certificate Account pursuant to Section
3.02(d) on the Business Day prior to the applicable Distribution Date and, upon
receipt by the Trustee of written notification of such deposit signed by a
Servicing Officer, the Trustee shall release or cause to be released to the
Company the related Mortgage File and shall execute and deliver or cause to be
executed and delivered such instruments of transfer or assignment, in each case
without recourse, as shall be necessary to vest in the Company any Mortgage Loan
released pursuant hereto. It is understood and agreed that the obligation of the
Company to repurchase or replace any Mortgage Loan as to which a material defect
in a constituent document exists shall constitute the sole remedy respecting
such defect available to Certificateholders or the Trustee on behalf of
Certificateholders.
Upon receipt by the Trustee of the Mortgage Note with respect to a
Designated Loan that is not defective in accordance with the fifth sentence of
the preceding paragraph, the related Lost Note Affidavit delivered pursuant to
Section 2.01 shall be void and the Trustee shall return it to the Company.
Section 2.03. Representations and Warranties of the Company; Mortgage Loan
Repurchase. (a) The Company hereby represents and warrants to the Trustee in
respect of the related Mortgage Loans 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) None of the Mortgage Loans in Pool 1 and none of the Mortgage
Loans in Pool 2 constitute Pledged Asset Mortgage Loans. The Loan-to-Value
Ratio of each Mortgage Loan (other than Pledged Asset Mortgage Loans) was
not more than 95.00%. Each Mortgage Loan that had, as of the Cut-off Date,
a Loan-to-Value Ratio of more than 80% is covered by a Primary Insurance
Policy so long as its then outstanding principal amount exceeds 80% of the
greater of (a) the Original Value and (b) the then current value of the
related Mortgaged Property as evidenced by an appraisal thereof
satisfactory to the Company. Each Primary Insurance Policy is issued by a
private mortgage insurer acceptable to FNMA or FHLMC. None of the Pledged
Asset Mortgage Loans is covered by a Primary Insurance Policy;
(xii) Each Mortgage Note is payable on the first day of each month in
self-amortizing monthly installments of principal and interest, with
interest payable in arrears, over an original term of not more than thirty
years. The Mortgage Rate of each Mortgage Note of the related Mortgage Loan
was not less than 6.250% per annum and not greater than 9.375% per annum,
in the case of Pool 1, and was not less than 6.250% per annum and not
greater than 9.375% per annum, in the case of Pool 2. The Mortgage Rate of
each Mortgage Note is fixed for the life of the related Mortgage Loan;
(xiii)Other than with respect to Cooperative Loans, the improvements
on the Mortgaged Properties are insured against loss under a hazard
insurance policy with extended coverage and conforming to the requirements
of Section 3.06 hereof. As of the date of initial issuance of the
Certificates, all such insurance policies are in full force and effect;
(xiv) As of the Cut-off Date, (i) no more than 10.50% of the Mortgage
Loans in Pool 1 and no more than 12.00% of the Mortgage Loans in Pool 2, in
each case by Scheduled Principal Balance, had a Scheduled Principal Balance
of more than $500,000 and up to and including $750,000; (ii) no more than
1.25% of the Mortgage Loans in Pool 1 and no more than 1.00% of the
Mortgage Loans in Pool 2, in each case by Scheduled Principal Balance, had
a Scheduled Principal Balance of more than $750,000 and up to and including
$1,000,000; and (iii) none of the Mortgage Loans in Pool 1 and 1.50% of the
Mortgage Loans in Pool 2 had a Scheduled Principal Balance of more than
$1,000,000;
(xv) As of the Cut-off Date, no more than 1.00% of the Mortgage Loans
in Pool 1 and no more than 2.50% of the Mortgage Loans in Pool 2, in each
case by Scheduled Principal Balance, are secured by Mortgaged Properties
located in any one postal zip code area;
(xvi) As of the Cut-off Date, at least 98.75% of the Mortgage Loans in
Pool 1 and at least 98.25% of the Mortgage Loans in Pool 2, in each case by
Scheduled Principal Balance, are secured by Mortgaged Properties determined
by the Company to be the primary residence of the Mortgagor. The basis for
such determination is the making of a representation by the Mortgagor at
origination that he or she intends to occupy the underlying property;
(xvii)As of the Cut-off Date, at least 94.50% of the Mortgage Loans in
Pool 1 and at least 94.50% of the Mortgage Loans in Pool 2, in each case by
Scheduled Principal Balance, are secured by one-family detached residences;
(xviii) As of the Cut-off Date, no more than 3.00% of the Mortgage
Loans in Pool 1 and no more than 4.00% of the Mortgage Loans in Pool 2, in
each case by Scheduled Principal Balance, are secured by condominiums and,
as of the Cut-off Date, no more than 1.75% of the Mortgage Loans in Pool 1
and no more than 1.25% of the Mortgage Loans in Pool 2, in each case by
Scheduled Principal Balance, are secured by two- to four-family residential
properties. As to each condominium or related Mortgage Loan, (a) the
related condominium is in a project that is on the FNMA or FHLMC approved
list, (b) the related condominium is in a project that, upon submission of
appropriate application, could be so approved by either FNMA or FHLMC, (c)
the related Mortgage Loan meets the requirements for purchase by FNMA or
FHLMC, (d) the related Mortgage Loan is of the type that could be approved
for purchase by FNMA or FHLMC but for the principal balance of the related
Mortgage Loan or the pre-sale requirements or (e) the related Mortgage Loan
has been approved by a nationally recognized mortgage pool insurance
company for coverage under a mortgage pool insurance policy issued by such
insurer. As of the Cut-off Date, no more than 0.25% of the Mortgage Loans
in Pool 1 and no more than 1.00% of the Mortgage Loans in Pool 2, in each
case by Scheduled Principal Balance, are secured by condominiums located in
any one postal zip code area; (xix) Other than with respect to Cooperative
Loans, no Mortgage Loan is secured by a leasehold interest in the related
Mortgaged Property, and each Mortgagor holds fee title to the related
Mortgaged Property;
(xx) As of the Cut-off Date, no more than 0.25% of the Mortgage Loans
in Pool 1 and none of the Mortgage Loans in Pool 2, by Scheduled Principal
Balance, constituted Buydown Mortgage Loans. The maximum Buydown Period for
any Buydown Mortgage Loan is three years, and the maximum difference
between the stated Mortgage Rate of any Buydown Mortgage Loan and the rate
paid by the related Mortgagor is three percentage points. Each Buydown
Mortgage Loan has been fully funded;
(xxi) The original principal balances of the Mortgage Loans in Pool 1
range from $54,750 to $1,000,000, and the original principal balances of
the Mortgage Loan in Pool 2 range from $54,000 to $1,500,000;
(xxii)As of the Cut-off Date, no more than 1.00% of the Mortgage Loans
in Pool 1 and no more than 1.25% of the Mortgage Loans in Pool 2, in each
case by Scheduled Principal Balance, are secured by second homes, no more
than 0.75% of the Mortgage Loans in Pool 1 and no more than 1.00% of the
Mortgage Loans in Pool 2, in each case by Scheduled Principal Balance, are
secured by investor-owned properties, and, as of the Cut-off Date, no more
than 0.25% of the Mortgage Loans in Pool 1, and no more than 0.50% of the
Mortgage Loans in Pool 2, in each case by Scheduled Principal Balance, are
secured by condominiums that constitute second homes;
(xxiii) All appraisals have been prepared substantially in accordance
with the description contained under the caption "The Trust Fund -- The
Mortgage Loans" in the Company's prospectus dated April 22, 1999,
accompanying the Prospectus Supplement dated April 27, 1999, pursuant to
which certain Classes of the Certificates were publicly offered;
(xxiv)No selection procedures, other than those necessary to comply
with the representations and warranties set forth herein or the description
of the Mortgage Loans made in any disclosure document delivered to
prospective investors in the Certificates, have been utilized in selecting
the Mortgage Loans from the Company's portfolio which would be adverse to
the interests of the Certificateholders;
(xxv) Other than with respect to Cooperative Loans, to the best of the
Company's knowledge, at origination no improvement located on or being part
of a Mortgaged Property was in violation of any applicable zoning and
subdivision laws and ordinances;
(xxvi)None of the Mortgage Loans is a temporary construction loan.
With respect to any Mortgaged Property which constitutes new construction,
the related construction has been completed substantially in accordance
with the specifications therefor and any incomplete aspect of such
construction shall not be material or interfere with the habitability or
legal occupancy of the Mortgaged Property. Mortgage Loan amounts sufficient
to effect any such completion are in escrow for release upon or in
connection with such completion or a performance bond or completion bond is
in place to provide funds for this purpose and such completion shall be
accomplished within 120 days after weather conditions permit the
commencement thereof;
(xxvii) As of the Closing Date, each Mortgage Loan is a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code;
(xxviii) As of the Closing Date, the Company possesses the Document
File with respect to each Mortgage Loan, and, other than with respect to
Cooperative Loans, the related Mortgages and intervening assignment or
assignments of Mortgages, if any, have been delivered to a title insurance
company for recording;
(xxix)As of the Cut-Off Date, none of the Mortgage Loans in Pool 1,
and none of the Mortgage Loans in Pool 2, by Scheduled Principal Balance,
are Cooperative Loans. With respect to each Cooperative Loan:
(A) The Security Agreement creates a first lien in the stock
ownership and leasehold rights associated with the related Cooperative
Apartment;
(B) The lien created by the related Security Agreement is a
valid, enforceable and subsisting first priority security interest in
the related Cooperative Stock securing the related Mortgage Note,
subject only to (a) liens of the Cooperative for unpaid assessments
representing the Mortgagor's pro rata share of the Cooperative's
payments for its blanket mortgage, current and future real property
taxes, insurance premiums, maintenance fees and other assessments to
which like collateral is commonly subject and (b) other matters to
which like collateral is commonly subject which do not materially
interfere with the benefits of the security intended to be provided by
the Security Agreement. There are no liens against or security
interest in the Cooperative Stock relating to such Cooperative Loan
(except for unpaid maintenance, assessments and other amounts owed to
the related Cooperative which individually or in the aggregate do not
have a material adverse effect on such Cooperative Loan), which have
priority over the Trustee's security interest in such Cooperative
Stock;
(C) The Cooperative Stock that is pledged as security for the
Mortgage Loan is held by a person as a "tenant-stockholder" within the
meaning of section 216 of the Code, the related Cooperative that owns
title to the related cooperative apartment building is a "cooperative
housing corporation" within the meaning of section 216 of the Code,
and such Cooperative is in material compliance with applicable
federal, state and local laws which, if not complied with, could have
a material adverse effect on the Mortgaged Property; and
(D) There is no prohibition against pledging the Cooperative
Stock or assigning the Proprietary Lease; and
(xxx) With respect to each Mortgage Loan identified on Exhibit C as
having been originated or acquired under the Company's Enhanced Streamlined
Refinance program, the value of the related Mortgaged Property, as of the
date of such origination or acquisition under the Company's Enhanced
Streamlined Refinance program, is no less than the value thereof
established at the time the mortgage loan that is the subject of the
refinancing was originated.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(a) shall survive delivery of the respective Mortgage
Files to the Trustee. Upon discovery by either the Company or the Trustee of a
breach of any of the foregoing representations and warranties which materially
and adversely affects the interests of the Certificateholders in the related
Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other. Subject to the following sentence, within 60 days of its
discovery or its receipt of notice of breach, or, with the prior written consent
of a Responsible Officer of the Trustee, such longer period specified in such
consent, the Company shall cure such breach in all material respects or shall
repurchase such Mortgage Loan from the Trustee or replace such Mortgage Loan
pursuant to Section 2.03(b). Any such repurchase by the Company shall be
accomplished in the manner set forth in Section 2.02, subject to the proviso of
the third-to-last sentence thereof, and at the Purchase Price. It is understood
and agreed that the obligation of the Company to repurchase or replace any
Mortgage Loan as to which a breach occurred and is continuing shall constitute
the sole remedy respecting such breach available to Certificateholders or the
Trustee on behalf of Certificateholders and such obligation of the Company to
repurchase or replace any such Mortgage Loan shall not be assumed by any Person
which may succeed the Company as servicer hereunder, but shall continue as an
obligation of the Company. Notwithstanding the preceding sentence, if a breach
of the representation and warranty of the Company contained in Section
2.03(a)(ix) occurs as a result of a violation of the federal Truth in Lending
Act, 15 U.S.C. ss. 1601 et seq., as amended ("TILA") or any state truth-in
lending or similar statute, and the Trustee or the Trust Fund is named as a
defendant in a TILA suit or a suit under any such statutes in respect of such
violation and liability in respect thereof is imposed upon the Trustee or the
Trust Fund as assignees of the related Mortgage Loan pursuant to Section 1641 of
TILA, or any analogous provision of any such statute, the Company shall
indemnify the Trustee and the Trust Fund from, and hold them harmless against,
any and all losses, liabilities, damages, claims or expenses (including
reasonable attorneys' fees) to which the Trustee and the Trust Fund, or either
of them, become subject pursuant to TILA or any such statute, insofar as such
losses, damages, claims or expenses (including reasonable attorneys' fees)
result from such violation. The Company's obligations under the preceding
sentence shall not impair or derogate from the Company's obligations to the
Trustee under Section 8.05.
(b) If the Company is required to repurchase any Mortgage Loan pursuant to
Section 2.02 or 2.03(a), the Company may, at its option, within the applicable
time period specified in such respective Sections, remove such Defective
Mortgage Loan from the terms of this Agreement and substitute one or more other
mortgage loans for such Defective Mortgage Loan, in lieu of repurchasing such
Defective Mortgage Loan, provided that no such substitution shall occur more
than two years after the Closing Date. Any substitute Mortgage Loan shall (a)
have a Scheduled Principal Balance (together with that of any other Mortgage
Loan substituted for the same Defective Mortgage Loan) as of the first
Distribution Date following the month of substitution not in excess of the
Scheduled Principal Balance of the Defective Mortgage Loan as of such date (the
amount of any difference, plus one month's interest thereon at the respective
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) as of the date of
substitution.
The Company shall amend the Mortgage Loan Schedule to reflect the
withdrawal of any Defective Mortgage Loan and the substitution of a substitute
Mortgage Loan therefor. Upon such amendment the Company shall be deemed to have
made as to such substitute Mortgage Loan the representations and warranties set
forth in Section 2.03(a) as of the date of such substitution, which shall be
continuing as long as any Certificate shall be outstanding or this Agreement has
not been terminated, and the remedies for breach of any such representation or
warranty shall be as set forth in Section 2.03(a). Upon such amendment, the
Trustee shall review the Mortgage File delivered to it relating to the
substitute Mortgage Loan, within the time and in the manner and with the
remedies specified in Section 2.02, except that for purposes of this Section
2.03(b) (other than the two-year period specified in the first sentence of the
preceding paragraph of this Section 2.03(b)), such time shall be measured from
the date of the applicable substitution.
Section 2.04. Execution of Certificates. The Trustee has caused to be
executed, countersigned and delivered to or upon the order of the Company, in
exchange for the related Mortgage Loans, the Certificates in authorized
denominations evidencing the entire ownership of the Trust Fund.
Section 2.05. The REMICs; Designations under the REMIC Provisions. (a) For
federal income tax purposes, the Trust Fund shall consist of two REMICs, the
Lower Tier REMIC and the Upper Tier REMIC. The Certificates, other than the
Class RL Certificate, shall be issued be issued by the Upper Tier REMIC, and the
Class RL Certificate shall be issued by the Lower Tier REMIC. The Lower Tier
REMIC shall be evidenced by the Class RL Certificate and the regular interests
having the characteristics and terms set forth in the following table, which
interests (other than the Class RL Certificate) shall be issued by the Lower
Tier REMIC to the Trustee. The Lower Tier Interests and the proceeds thereof
shall be assets of the Upper Tier REMIC. Principal of and interest on the Lower
Tier Interests shall be allocated to the Corresponding Classes of Certificates
(or Components) in the manner set forth in the following table.
Corresponding Class of
Certificates (or Components)1
----------------------------------
Lower-Tier Initial Lower Lower-Tier Allocation Allocation
Interest Tier Balance Interest Rate of of
Principal Interest
1-A1 $98,563,000.00 6.75% 1-A1 (2)
1-A2 32,000,000.00 6.75 1-A2 (2)
1-A3A 20,103,000.00 6.75 1-A3A (2)
1-A3C 51,000,000.00 6.75 1-A3C 1-A3C
1-A4 50,041,000.00 6.75 1-A4 (3)
1-A5 4,155,000.00 6.75 1-A5 1-A5
1-A6 38,000,000.00 6.75 1-A6 1-A6
1-A7 1,203,000.00 6.75 1-A7 1-A7
1-A8 62,652,000.00 6.75 1-A8 (3)
1-A9 4,844,000.00 6.75 1-A9 1-A9
1-PO 2,915,566.55 0.00 1-PO N/A
1-S (4) (4) N/A 1-S
2-A1 38,400,000.00 6.75% 2-A1 2-A1
2-A2 3,653,000.00 6.75 2-A2 2-A2
2-A3 12,039,000.00 6.75 2-A3 2-A3
2-A4 1,750,000.00 6.75 2-A4 2-A4
2-A5 50,000,000.00 6.75 2-A5 2-A5
2-A6 2,000,000.00 6.75 2-A6 2-A6
2-A7 2,600,000.00 6.75 2-A7 2-A7
2-A8 1,000,000.00 6.75 2-A8 2-A8
2-A9 3,600,000.00 6.75 2-A9 2-A9
2-PO 529,356.24 0.00 2-PO N/A
2-S (4) (4) N/A 2-S
M 9,271,000.00 6.75 M M
B1 3,758,000.00 6.75 B1 B1
B2 2,254,000.00 6.75 B2 B2
B3 2,506,000.00 6.75 B3 B3
B4 1,003,000.00 6.75 B4 B4
B5 1,253,813.21 6.75 B5 B5
R 100.00 6.75 R R
(1) Unless otherwise indicated, the amount of interest and principal allocable
from a Lower Tier Interest to its Corresponding Class or Classes of
Certificates on any Distribution Date shall be 100%.
(2) On each Distribution Date, the amount of interest accrued on each of Lower
Tier Interest 1-A1, 1-A2 and 1-A3A for the preceding Interest Accrual
Period shall be allocable as follows: (i) an amount equal to the Accrued
Certificate Interest on the Class of Certificates or Component with the
corresponding alpha-numerical designation shall be allocated to such Class
or Component; and (ii) the remaining portion of the interest accrued on
such Lower Tier Interest shall be allocable to the Class 1-A3 Certificates
in respect of the Class 1-A3B Component.
(3) On each Distribution Date, the amount of interest accrued on each of Lower
Tier Interest 1-A4 and 1-A8 for the preceding Interest Accrual Period shall
be allocable as follows: (i) an amount equal to the Accrued Certificate
Interest on the Class of Certificates with the corresponding
alpha-numerical designation shall be allocated to such Class; (ii) the
remaining portion of the interest accrued on such Lower Tier Interest shall
be allocable to the Class 1-A3 Certificates in respect of the Class 1-A3D
Component.
(4) The Strip Rate for the related Mortgage Pool.
(i) The Lower Tier Interests shall be issued as non-certificated
interests. The Class RL Certificate shall be issued in fully registered
certificated form and shall be executed and countersigned as provided in
Section 5.01 hereof.
(ii) For purposes of further identifying the terms of the Lower Tier
Interests, distributions of principal and interest on each Class of Lower
Tier Interests shall be considered to correspond, in timing and aggregate
amount, to the distributions of principal and interest, respectively, made
under Section 4.01 on the Corresponding Classes of Certificates or
Components, and allocations of losses on each Class of Lower Tier Interests
shall be considered to correspond, in timing and aggregate amount, to the
allocations of losses made under Section 4.03 on the Corresponding Classes
of Certificates or Components.
(iii) On each Distribution Date, in addition to amounts otherwise
distributable thereon pursuant to Section 4.01, the Trustee shall
distribute to the holder of the Class RL Certificate any amounts (other
than the amounts described in clauses (x) and (y) of the definition of
Available Funds) remaining in the Lower Tier REMIC after all amounts
required to be applied pursuant to Section 2.05(a)(ii) have been so
applied. Any distributions pursuant to this clause (d) shall not reduce the
Class Certificate Principal Balance of the Class RL Certificate.
(b) The Company hereby designates the Lower Tier Interests identified in
Section 2.05(a) above as "regular interests," and the Class RL Certificate as
the single class of "residual interests," in the Lower Tier REMIC for purposes
of the REMIC Provisions. The Company hereby designates the Classes of
Certificates identified in Section 5.01(b), other than the related Residual
Certificates, as "regular interests," and the Class R Certificate as the single
class of "residual interests," in the Upper Tier REMIC for purposes of the REMIC
Provisions.
(c) The Closing Date will be the "Startup Day" for each REMIC established
hereunder for purposes of the REMIC Provisions.
(d) The "tax matters person" with respect to each REMIC established
hereunder for purposes of the REMIC Provisions shall be (i) the Company, if the
Company is the owner of a related Residual Certificate, or (ii) in any other
case, the beneficial owner of the related Residual 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 related
Residual 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
each REMIC established hereunder for purposes of the REMIC Provisions.
(e) The "latest possible maturity date" of the regular interests in each
REMIC established hereunder is the related Latest Possible Maturity Date for
purposes of section 860G(a)(1) of the Code.
(f) In no event shall the assets described in clause (x) of the definition
of the term Trust Fund constitute a part of the any REMIC established hereunder.
(g) In the event that the Servicing Fee exceeds the amount reasonable for
such services (within the meaning of Treasury Regulation 1.860D-1(b)(1)(ii)),
the portion or portions of such fee that can be measured as a fixed number of
basis points on some or all of the Mortgage Loans and can be treated as one or
more stripped coupons within the meaning of Treasury Regulation
1.860D-1(b)(2)(iii) shall be treated as such stripped coupons and shall not be
treated as an asset of any REMIC.
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Company to Act as Servicer. (a) It is intended that each
REMIC established hereunder shall constitute, and that the affairs of each such
REMIC shall be conducted so as to qualify (in each case, 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 each of the Upper Tier REMIC and Lower
Tier REMIC, 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
each REMIC established hereunder, using the calendar year as the taxable
year and the accrual method of accounting, containing such information and
at the times and in the manner as may be required by the Code or state or
local tax laws, regulations, or rules, and shall furnish or cause to be
furnished to Certificateholders the schedules, statements or information at
such times and in such manner as may be required thereby;
(ii) within thirty days of the Closing Date, shall furnish or cause to
be furnished to the Internal Revenue Service, on Form 8811 or as otherwise
may be required by the Code, the name, title, address, and telephone number
of the person that the holders of the Certificates may contact for tax
information relating thereto (and the Company shall act as the
representative of each REMIC established hereunder for this purpose),
together with such additional information as may be required by such Form,
and shall update such information at the time or times and in the manner
required by the Code;
(iii) make or cause to be made an election, on behalf of each REMIC
established hereunder, to be treated as a REMIC, and make the appropriate
designations, if applicable, in accordance with Section 2.05(b) 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 each
REMIC established hereunder at all times that any related Certificates are
outstanding so as to maintain the status thereof as a REMIC under the REMIC
Provisions;
(vii) not knowingly or intentionally take any action or omit to take
any action that would cause the termination of the REMIC status of either
REMIC or that would subject the Trust Fund to tax;
(viii)exercise reasonable care not to allow the creation of any
"interests" (A) in the Upper Tier REMIC within the meaning of section
860D(a)(2) of the Code in addition to the interests represented by the
Classes of Certificates identified in Section 5.01(b) other than the Class
RL Certificate, and (B) in the Lower Tier REMIC within the meaning of
Section 860D(a)(2) of the Code in addition to the interests represented by
the Lower Tier Interests identified in Section 2.05(a) and the Class RL
Certificate;
(ix) exercise reasonable care not to allow the occurrence of any
"prohibited transactions" within the meaning of section 860F of the Code,
unless the Company shall have provided an Opinion of Counsel to the Trustee
that such occurrence would not (a) result in a taxable gain, (b) otherwise
subject the Trust Fund to tax, or (c) cause any REMIC established hereunder
to fail to qualify as a REMIC;
(x) exercise reasonable care not to allow the Trust Fund to receive
income from the performance of services or from assets not permitted under
the REMIC Provisions to be held by a REMIC;
(xi) pay the amount of any federal or state tax, including prohibited
transaction taxes, taxes on certain contributions to each REMIC after the
Startup Day, and taxes on net income from foreclosure property, imposed on
the Trust Fund when and as the same shall be due and payable (but such
obligation shall not prevent the Company or any other appropriate Person
from contesting any such tax in appropriate proceedings and shall not
prevent the Company from withholding payment of such tax, if permitted by
law, pending the outcome of such proceedings);
(xii) ensure that federal, state or local income tax or information
returns shall be signed by the Trustee or such other person as may be
required to sign such returns by the Code or state or local laws,
regulations or rules; and
(xiii)maintain such records relating to each 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 applicable 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 applicable 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 Records; 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 no 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
for each Mortgage Pool in which the following payments on and collections in
respect of each Mortgage Loan in such Mortgage Pool shall as promptly as
practicable be credited by the Company for the account of the Holders of the
related 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 in respect of the related Mortgage
Pool 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 each Mortgage Loan Payment
Record are exclusive, it being understood that, without limiting the generality
of the foregoing, the Company need not enter in either 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 for both Mortgage
Pools 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 in respect of each Mortgage Pool for such Distribution
Date and any Unanticipated Recoveries in respect of each Mortgage Pool 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 applicable 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 Certificates. All amounts so
deposited shall be held in trust for the benefit of the related
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 any of the
related REMICs 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 each Mortgage Loan Payment Record and credits
and debits to such Record shall be deemed to refer to the 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 related 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 Records. The
Company (or any successor servicer pursuant to Section 7.02) may, from time to
time, make debits to each Mortgage Loan Payment Record for the following
purposes (in each case as to the Mortgage Loans in the related Mortgage Pool):
(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 such 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
such 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 in respect of such Mortgage Pool (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 amounts credited to the related 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 related 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 related 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 applicable 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 applicable 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
applicable 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
of the related Mortgage Pool after reimbursement to itself for such expenses and
(ii) that such expenses will be recoverable to it either through Liquidation
Proceeds or Insurance Proceeds. Notwithstanding the foregoing, the Company shall
not be entitled to recover legal expenses incurred in connection with
foreclosure proceedings where the Mortgage Loan is reinstated and such
foreclosure proceedings are terminated prior to completion, other than sums
received from the Mortgagor for such expenses.
Notwithstanding anything to the contrary contained herein, the Company
shall be under no obligation to foreclose upon or otherwise convert the
ownership of any Mortgaged Property which it believes may be contaminated with
or affected by hazardous or toxic wastes, materials or substances. The Company
may, but shall not be obligated to, make such determination on the basis of a
Phase I environmental assessment with respect to the related Mortgaged Property.
Neither the Trustee nor the Company shall be liable to the Trust Fund or the
Certificateholders if, based on the Company's belief that such contamination or
effect exists, the Company does not foreclose upon or otherwise convert the
ownership of a Mortgaged Property. In addition, neither the Trustee nor the
Company shall be liable to the Trust Fund or the Certificateholders if, based on
the Company's belief that no such contamination or effect exists, the Company
forecloses upon a Mortgaged Property and the Trustee or its nominee on behalf of
the Trust Fund takes title to such Mortgaged Property, and thereafter such
Mortgaged Property is determined to be so contaminated or affected.
(b) In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
shall be issued to the Trustee, or to its nominee on behalf of the Trust Fund.
Notwithstanding any such acquisition of title and cancellation of the related
Mortgage Loan, such Mortgage Loan shall (except for purposes of Section 9.01) be
considered to be an Outstanding Mortgage Loan until such time as the Mortgaged
Property shall be sold and such Mortgage Loan becomes a Liquidated Mortgage
Loan. Consistent with the foregoing, for purposes of all calculations hereunder
so long as such Mortgage Loan shall be considered to be an Outstanding Mortgage
Loan, it shall be assumed that the related Mortgage Note and its amortization
schedule in effect on and after such acquisition of title (after giving effect
to any previous Principal Prepayments and Deficient Valuations incurred
subsequent to the related Bankruptcy Coverage Termination Date and before any
adjustment thereto by reason of any bankruptcy (other than as aforesaid) or any
similar proceeding or any moratorium or similar waiver or grace period) remain
in effect (notwithstanding that the indebtedness evidenced by such Mortgage Note
shall have been discharged), subject to adjustment to reflect the application of
REO Proceeds received in any month. REO Proceeds received in any month shall be
applied to the payment of the installments of principal due and interest accrued
on the related REO Mortgage Loan in accordance with the terms of such Mortgage
Note. REO Proceeds received in any month in excess of the Amortization Payment
for such month due on any REO Mortgage Loan shall be treated as a Principal
Prepayment received in respect of such Mortgage Loan.
(c) In the event that the Trust Fund acquires any Mortgaged Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Company shall dispose of such Mortgaged Property prior to the
close of the third calendar year after the year of its acquisition by the Trust
Fund unless (a) the Trustee shall have been supplied with an Opinion of Counsel
to the effect that the holding by the Trust Fund of such Mortgaged Property
subsequent to such period (and specifying the period beyond such period for
which the Mortgaged Property may be held) will not result in the imposition of
taxes on "prohibited transactions" of the Trust Fund as defined in section 860F
of the Code, or cause any of the related REMICs 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 (1) 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 Trust Fund. 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 applicable 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 applicable 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 in respect of the Mortgage Loans in a
Mortgage Pool shall be reduced by the amount of any Compensating Interest
Payment in respect of such Mortgage Pool 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 a 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 each 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
each 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 in respect of Pool 1 from the Certificate
Account and shall make distributions to Holders of the Pool 1 Senior
Certificates and the Class 1-S Certificates as of the preceding Record Date in
the following order of priority, to the extent of the remaining Available Funds
in respect of Pool 1:
(i) to each Class of Pool 1 Senior Certificates (other than any Class
of Principal Only Certificates) and the Class 1-S Certificates, the Accrued
Certificate Interest thereon for such Distribution Date; provided, however,
that any Accrued Certificate Interest on the Class 1-A3C Component and the
Class 1-A5 and Class 1-A9 Certificates for such Distribution Date shall be
applied in the manner provided in Section 4.01(h); and provided, further,
that any shortfall in available amounts shall be allocated among such
Classes (or Components) in proportion to the amount of Accrued Certificate
Interest that would otherwise be distributable thereto;
(ii) to each Class of Pool 1 Senior Certificates (other than any Class
of Principal Only Certificates) and the Class 1-S Certificates, any related
Unpaid Class Interest Shortfall for such Distribution Date; provided,
however, that any Accrued Certificate Interest on the Class 1-A3C Component
and the Class 1-A5 and Class 1-A9 Certificates for such Distribution Date
shall be applied in the manner provided in Section 4.01(h); and provided,
further, that any shortfall in available amounts shall be allocated among
such Classes (or Components) in proportion to the Unpaid Class Interest
Shortfall for each such Class (or Component) on such Distribution Date;
(iii) to the Pool 1 Senior Certificates in reduction of the Class
Certificate Principal Balances (or Component Principal Balances) thereof,
as set forth in Exhibit O hereto; provided, however, that defined terms
used in Exhibit O shall have the meanings assigned thereto in Article I
hereof, except that references to the "Class 1-A3 PAC Component" shall mean
the Class 1-A3A Component, references to the "Class 1-A3 TAC Accrual
Component" shall mean the Class 1-A3C Component, references to the "Class
1-PO Principal Distribution Amount" shall mean the Class PO Principal
Distribution Amount for Pool 1, and references to the "Pool 1 Senior
Optimal Principal Amount" shall mean the Senior Optimal Principal Amount
for Pool 1;
(iv) to the Class 1-PO Certificates, any related 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 Certificate
Principal Balance of such Certificates has been reduced to zero; provided,
that any such amounts distributed to the Class 1-PO Certificates pursuant
to this clause (iv) shall not reduce the Certificate Principal Balance
thereof and provided, further, that if the Junior Optimal Principal Amount
is insufficient to distribute the full Class PO Deferred Amount for each
Pool on such date, the Class PO Deferred Amount for each Pool shall be
proportionately reduced on the basis of its respective Class PO Deferred
Amount.
(b) On each Distribution Date, the Trustee shall withdraw the Available
Funds in respect of Pool 2 from the Certificate Account and shall make
distributions to Holders of the Pool 2 Senior Certificates and the Class 2-S
Certificates as of the preceding Record Date in the following order of priority,
to the extent of the remaining Available Funds in respect of Pool 2:
(i) to each Class of Pool 2 Senior Certificates (other than any Class
of Principal Only Certificates) and the Class 2-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 Pool 2 Senior Certificates (other than any Class
of Principal Only Certificates) and the Class 2-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 Pool 2 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, except that references to
the "Class 2-A3 Principal Distribution Amount" shall mean the Pool 2 Group
II Principal Distribution Amount, references to the "Class 2-PO Principal
Distribution Amount" shall mean the Class PO Principal Distribution Amount
for Pool 2, and references to the "Pool 2 Senior Optimal Principal Amount"
shall mean the Senior Optimal Principal Amount for Pool 2;
(iv) to the Class 2-PO Certificates, any related 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 Certificate
Principal Balance of such Certificates has been reduced to zero; provided,
that any such amounts distributed to the Class 2-PO Certificates pursuant
to this clause (iv) shall not reduce the Certificate Principal Balance
thereof and provided, further, that if the Junior Optimal Principal Amount
is insufficient to distribute the full Class PO Deferred Amount for each
Pool on such date, the Class PO Deferred Amount for each Pool shall be
proportionately reduced on the basis of its respective Class PO Deferred
Amount.
(c) On each Distribution Date, the Trustee shall withdraw from the
Certificate Account the Available Funds in respect of each Mortgage Pool
remaining after distributions pursuant to Sections 4.01(a), (b) and (g) shall
make distributions to Holders of the Junior Certificates as of the preceding
Record Date in the following order of priority, to the extent of the remaining
Available Funds for both Mortgage Pools:
(i) to the Class M Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;
(ii) to the Class M Certificates, any Unpaid Class Interest Shortfall
therefor on such Distribution Date;
(iii) 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;
(iv) to the Class B1 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;
(v) to the Class B1 Certificates, any Unpaid Class Interest Shortfall
therefor on such Distribution Date;
(vi) 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;
(vii) to the Class B2 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;
(viii)to the Class B2 Certificates, any Unpaid Class Interest
Shortfall therefor on such Distribution Date;
(ix) 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;
(x) to the Class B3 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;
(xi) to the Class B3 Certificates, any Unpaid Class Interest Shortfall
therefor on such Distribution Date;
(xii) 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;
(xiii)to the Class B4 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;
(xiv) to the Class B4 Certificates, any Unpaid Class Interest
Shortfall therefor on such Distribution Date;
(xv) 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;
(xvi) to the Class B5 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;
(xvii)to the Class B5 Certificates, any Unpaid Class Interest
Shortfall therefor on such Distribution Date; and
(xviii) 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 (iii), (vi), (ix), (xii), (xv) and (xviii) on any Distribution Date
shall be reduced, in inverse order of priority, by any amounts distributed
pursuant to Sections 4.01(a)(iv), (b)(iv), (g)(i) and, as provided therein,
(g)(2), on such date, such that such amounts distributed pursuant to Sections
4.01(a)(iv), (b)(iv), (g)(i) and, as provided therein, (g)(2), on such date
shall be applied first to reduce the amount distributable pursuant to clause
(xviii), and then, to the extent of any excess, applied second, to reduce the
amount distributable pursuant to clause (xv), third, to reduce the amount
distributable pursuant to clause (xii), fourth, to reduce the amount
distributable pursuant to clause (ix), fifth, to reduce the amount distributable
pursuant to clause (vi) and sixth, to reduce the amount distributable pursuant
to clause (iii).
(d) (1) On each Distribution Date, the Trustee shall distribute to the
holder of the Class R Certificate any remaining amounts in the Upper Tier REMIC
in respect of either Mortgage Pool for such Distribution Date after application
of all amounts described in clauses (a), (b), (c), (g) and (h) of this Section
4.01. Any distributions pursuant to this clause (d)(1) shall not reduce the
Class Certificate Principal Balance of the Class R Certificate.
(2) On each Distribution Date, in addition to amounts otherwise
distributable thereon pursuant to Section 2.05 or Section 4.01(a), the
Trustee shall distribute to the holder of the Class RL Certificate any
Unanticipated Recoveries in respect of either Mortgage Pool 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 related Class pursuant to Section 4.01(j). Any
distributions pursuant to this clause (d)(2) shall not reduce the Class
Certificate Principal Balance of the Class RL Certificate.
(e) If on any Distribution Date the Class Certificate Principal Balances of
the Junior Certificates have each been reduced to zero, the amount distributable
from both Mortgage Pools to the related Senior Certificates other than the
related Class PO Certificates pursuant to Section 4.01(a)(iii), in the case of
Pool 1, and Section 4.01(b)(iii), in the case of Pool 2, for such Distribution
Date and each succeeding Distribution Date shall be allocated among such Classes
of Senior Certificates, pro rata, on the basis of the related Mortgage Pool and
respective Class Certificate Principal Balances immediately prior to such
Distribution Date, regardless of the priorities and amounts set forth in
Sections 4.01(a)(iii) and (b)(iii).
(f) 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 subclauses (ii),
(iv) and (v) of clauses (a) and (b) of the Junior Optimal Principal Amount
remain undistributed on such Distribution Date after all amounts otherwise
distributable on such date pursuant to Sections 4.01(a)(iv) or (b)(iv), as
applicable, and clauses (i) through (xviii) of Section 4.01(c) 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.
(g) (1) On each Distribution Date prior to the Cross-Over Date but on or
after the date on which the aggregate Class Certificate Principal Balances of
the Senior Certificates (other than the related Class PO Certificates) of either
Mortgage Pool have been reduced to zero, amounts otherwise distributable as
principal on each Class of Junior Certificates pursuant to Section 4.01(c), in
reverse order of priority, in respect of such Class's Allocable Share of the
Junior Optimal Principal Amount for the Mortgage Pool relating to such retired
Certificates, shall be distributed as principal to the Senior Certificates
(other than the related Class PO Certificates or any Notional Certificates)
remaining outstanding of the other Mortgage Pool, until the Class Certificate
Principal Balances thereof have been reduced to zero, provided that as of such
Distribution Date (a) the Aggregate Junior Percentage for such Distribution Date
is less than 200% of the Aggregate Junior Percentage as of the Cut-off Date or
(b) as of the last day of the month preceding such Distribution Date, the
aggregate Scheduled Principal Balance of the Mortgage Loans in either Mortgage
Pool that are delinquent 60 days or more (including for such purpose, any
Mortgage Loans in foreclosure and any REO Mortgage Loans) over the last six
months as a percentage of the related Pool Junior Amount as of such date is
greater than or equal to 50%. Any distributions of principal to Classes of
Senior Certificates pursuant to this section shall be made in the same order and
priority as the Senior Optimal Principal Amount for such Mortgage Pool is
applied on such date, after giving effect to distributions of such Senior
Optimal Principal Amount on such date.
(2) On any Distribution Date on which the Senior Certificates in
respect of either Mortgage Pool constitute a Pool Balance Shortfall Group,
all amounts otherwise distributable as principal on the Junior
Certificates, in reverse order of priority (other than amounts necessary to
pay any related Class PO Deferred Amounts or unpaid Interest Shortfalls)
(or, following the Cross-Over Date, such other amounts described in the
immediately following sentence), will be distributed as principal to the
Senior Certificates (other than any related Class PO Certificates or
Notional Certificates) of such Pool Balance Shortfall Group, until the
aggregate Class Certificate Principal Balances of such Senior Certificates
equals the Non-PO Percentage of the aggregate of the Scheduled Principal
Balances of each Mortgage Loan in the related Mortgage Pool (such
distribution, an "Pool Balance Shortfall Distribution"). In the event that
the Senior Certificates in respect of either Mortgage Pool constitute a
Pool Balance Shortfall Group on any Distribution Date following the
Cross-Over Date, Pool Balance Shortfall Distributions will be made from the
excess of the Available Funds of the other Mortgage Pool remaining after
all required amounts have been distributed to the Senior Certificates
(other than the related Class PO Certificates) of such other Mortgage Pool.
In addition, the amount of any shortfalls in funds available to pay Accrued
Certificate Interest or undistributed Accrued Certificate Interest with
respect to a Pool Balance Shortfall Group pursuant to Sections 4.01(a)(i)
and (a)(ii) (in the case of Pool 1) or Sections 4.01(b)(i) and (b)(ii) (in
the case of Pool 2), as applicable, on any Distribution Date (including any
such shortfalls for such Distribution Date) will be distributed to the
Senior Certificates (other than the related Class PO Certificates) of such
Pool Balance Shortfall Group prior to the payment to such Pool Balance
Shortfall Group of any Pool Balance Shortfall Distributions from amounts
otherwise distributable as principal on the Junior Certificates, in reverse
order of priority (or, following the Cross-Over Date, as provided in the
preceding sentence). Any distributions of principal to Classes of Senior
Certificates pursuant to this section shall be made in the same order and
priority as the Senior Optimal Principal Amount for such Mortgage Pool is
applied on such date, after giving effect to distributions of such Senior
Optimal Principal Amount on such date.
(h) (1) On each Distribution Date through the related Accretion Termination
Date, amounts allocable to the Class 1-A3C Component pursuant to clauses (a)(i)
and (a)(ii) of this Section 4.01 shall not be distributable to the Class 1-A3C
Component pursuant to such clauses but shall instead be (i) added to the
Component Principal Balance thereof to the extent of the Accrual Amount for such
Component for such Distribution Date, and (ii) distributed to the following
Classes of Certificates (or Components), in reduction of the Class Certificate
Principal Balances or Component Principal Balance thereof, before any
distributions are made pursuant to Section 4.01(a)(iii), in the following order
of priority:
first, to the Class 1-A4 Certificates, without regard to the Pool
1 TAC Balances Table for such Distribution Date, until the Class
Certificate Principal Balance thereof has been reduced to zero;
second, to the Class 1-A8 Certificates, without regard to the
Pool 1 TAC Balances Table for such Distribution Date, until the Class
Certificate Principal Balance thereof has been reduced to zero; and
third, to the Class 1-A3C Component, without regard to the Pool 1
TAC Balances Table for such Distribution Date, until the Component
Principal Balance thereof has been reduced to zero.
On each Distribution Date occurring after the related Accretion
Termination Date, amounts allocable to the Class 1-A3C Component pursuant
to clauses (a)(i) and (a)(ii) of this Section 4.01 shall be distributable
on such Distribution Date pursuant to such clauses to Holders of the Class
1-A3C Component as Accrued Certificate Interest.
(2) On each Distribution Date through the related Accretion
Termination Date, amounts allocable to the Class 1-A5 Certificates pursuant
to clauses (a)(i) and (a)(ii) of this Section 4.01 shall not be
distributable to the Class 1-A5 Certificates pursuant to such clauses but
shall instead be (i) added to the Class Certificate Principal Balance
thereof to the extent of the Accrual Amount for such Class for such
Distribution Date, and (ii) distributed to the following Classes of
Certificates (or Components), in reduction of the Class Certificate
Principal Balances or Component Principal Balance thereof, before any
distributions are made pursuant to Section 4.01(a)(iii), in the following
order of priority:
first, to the Class 1-A4 Certificates, without regard to the Pool
1 TAC Balances Table for such Distribution Date, until the Class
Certificate Principal Balance thereof has been reduced to zero;
second, to the Class 1-A8 Certificates, without regard to the
Pool 1 TAC Balances Table for such Distribution Date, until the Class
Certificate Principal Balance thereof has been reduced to zero;
third, to the Class 1-A3C Component, without regard to the Pool 1
TAC Balances Table for such Distribution Date, until the Component
Principal Balance thereof has been reduced to zero; and
fourth, to the Class 1-A5 Certificates, until the Class
Certificate Principal Balance thereof has been reduced to zero.
On each Distribution Date occurring after the related Accretion
Termination Date, amounts allocable to the Class 1-A5 Certificates pursuant
to clauses (a)(i) and (a)(ii) of this Section 4.01 shall be distributable
on such Distribution Date pursuant to such clauses to Holders of the Class
1-A5 Certificates as Accrued Certificate Interest.
(3) On each Distribution Date through the related Accretion
Termination Date, amounts allocable to the Class 1-A9 Certificates pursuant
to clauses (a)(i) and (a)(ii) of this Section 4.01 shall not be
distributable to the Class 1-A9 Certificates pursuant to such clauses but
shall instead be (i) added to the Class Certificate Principal Balance
thereof to the extent of the Accrual Amount for such Class for such
Distribution Date, and (ii) distributed to the following Classes of
Certificates (or Components), in reduction of the Class Certificate
Principal Balances or Component Principal Balance thereof, before any
distributions are made pursuant to Section 4.01(a)(iii), in the following
order of priority:
first, to the Class 1-A4 Certificates, without regard to the Pool
1 TAC Balances Table for such Distribution Date, until the Class
Certificate Principal Balance thereof has been reduced to zero;
second, to the Class 1-A8 Certificates, without regard to the
Pool 1 TAC Balances Table for such Distribution Date, until the Class
Certificate Principal Balance thereof has been reduced to zero;
third, to the Class 1-A3C Component, without regard to the Pool 1
TAC Balances Table for such Distribution Date, until the Component
Principal Balance thereof has been reduced to zero;
fourth, to the Class 1-A5 Certificates, until the Class
Certificate Principal Balance thereof has been reduced to zero; and
fifth, to the Class 1-A9 Certificates, until the Class
Certificate Principal Balance thereof has been reduced to zero.
On each Distribution Date occurring after the related Accretion
Termination Date, amounts allocable to the Class 1-A9 Certificates pursuant
to clauses (a)(i) and (a)(ii) of this Section 4.01 shall be distributable
on such Distribution Date pursuant to such clauses to Holders of the Class
1-A9 Certificates as Accrued Certificate Interest.
(i) (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 in respect of the related Mortgage Pool otherwise available for
distribution on all related 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(j), 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.
(j) 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 (j). In the
event that (i) any Unanticipated Recovery remains undistributed in accordance
with the preceding sentence or (ii) the amount of an Unanticipated Recovery
exceeds the amount of the Realized Loss previously allocated to any outstanding
Classes with respect to the related Mortgage Loan, on the applicable
Distribution Date the Trustee shall distribute to the holders of all outstanding
Classes of the related Certificates to which Realized Losses had previously been
allocated and not reimbursed their pro rata share (determined as described
below) of such excess in an amount not to exceed the aggregate amount of any
Realized Loss previously allocated to such Class with respect to any other
Mortgage Loan that has not been recovered in accordance with this subsection
(j). Any distributions made pursuant to this subsection (j) 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 of the related Mortgage Pool described in clause (ii) of
the preceding paragraph in the same proportion as described in such clause (ii).
For purposes of the preceding sentence, any Class PO Deferred Amount distributed
to a Class PO Certificate on previous Distribution Dates shall be deemed to have
been allocated in respect of the Mortgage Loans as to which the applicable PO
Percentage of the principal portion of Realized Losses has previously been
allocated to such Class on a pro rata basis (based on the amount of Realized
Losses so allocated).
Section 4.02. Method of Distribution. (a) Except as set forth in Section
4.10 in respect of any Designated Retail Certificates, all distributions with
respect to each Class of Certificates on each Distribution Date shall be made
pro rata among the outstanding Certificates of such Class, based on the
Percentage Interest in such Class represented by each Certificate. Payments to
the Certificateholders on each Distribution Date will be made by the Trustee to
the Certificateholders of record on the related Record Date (other than as
provided in Section 9.01 respecting the final distribution) by check or money
order mailed to a Certificateholder at the address appearing in the Certificate
Register, or upon written request by such Certificateholder to the Trustee made
not later than the applicable Record Date, by wire transfer to a U.S. depository
institution acceptable to the Trustee, or by such other means of payment as such
Certificateholder and the Trustee shall agree.
(b) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, which shall credit the amount of such distribution to
the accounts of its Depository Participants in accordance with its normal
procedures. Each Depository Participant shall be responsible for disbursing such
distribution to the Certificate Owners that it represents and to each Financial
Intermediary for which it acts as agent. Each Financial Intermediary shall be
responsible for disbursing funds to the Certificate Owners that it represents.
Except as otherwise provided in Section 4.10(g), the Depository shall be
responsible for the allocation of the aggregate amount of distributions in
reduction of the Class Certificate Principal Balances of any Class of Designated
Retail Certificates among the Depository Participants in accordance with Section
4.10, and each Depository Participant (and each respective Financial
Intermediary for which such Depository Participant acts as agent) shall be
responsible for the allocation of the amount allocated thereto among the related
Certificate Owners. All such credits and disbursements with respect to a
Book-Entry Certificate are to be made by the Depository and the Depository
Participants in accordance with the provisions of the applicable Certificates.
Neither the Trustee nor the Company shall have any responsibility therefor
except as otherwise provided by applicable law.
(c) The Trustee shall withhold or cause to be withheld such amounts as it
reasonably determines are required by the Code (giving full effect to any
exemptions from withholding and related certifications required to be furnished
by Certificateholders or Certificate Owners and any reductions to withholding by
virtue of any bilateral tax treaties and any applicable certification required
to be furnished by Certificateholders or Certificate Owners with respect
thereto) from distributions to be made to Non-U.S. Persons. If the Trustee
reasonably determines that a more accurate determination of the amount required
to be withheld for a distribution can be made within a reasonable period after
the scheduled date for such distribution, it may hold such distribution in trust
for a holder of a Residual Certificate until such determination can be made. For
the purposes of this paragraph, a "Non-U.S. Person" is (i) an individual other
than a citizen or resident of the United States, (ii) a partnership, corporation
or entity treated as a partnership or corporation for U.S. federal income tax
purposes not formed under the laws of the United States, any state thereof or
the District of Columbia (unless, in the case of a partnership, Treasury
regulations provide otherwise), (iii) any estate, the income of which is not
subject to U.S. federal income taxation, regardless of source, and (iv) any
trust, other than a trust that a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more U.S. Persons have the authority to control all substantial decisions of the
trust.
Section 4.03. Allocation of Losses. (a) On or prior to each Determination
Date, the Company shall determine the amount of any Realized Loss in each
Mortgage Pool 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 in respect of any Mortgage Pool (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 of such
Mortgage Pool 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); and provided, further,
that all such losses, other than Special Event Losses, that would
otherwise be allocable to the Class 1-A3 Certificates shall be
allocable, first, to the Class 1-A7 Certificates, until the Class
Certificate Balance thereof has been reduced to zero, and second, to
the Class 1-A3 Certificates.
(c) With respect to any Distribution Date, the principal portion of any
Excess Loss in respect of a Mortgage Pool (other than Excess Bankruptcy Losses
attributable to Debt Service Reductions) shall be allocated as follows: (1) the
applicable PO Percentage of any such loss shall be allocated to the related
Class PO Certificates, and (2) the applicable Non-PO Percentage of any such loss
shall be allocated to each Class of Certificates (other than any Class PO
Certificates), pro rata, based on the respective Apportioned Principal Balances
of the Junior Certificates and the Class Certificate Principal Balances of such
Senior Certificates 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 in either Mortgage Pool to be allocated to
the related Class PO Certificates on such Distribution Date will be taken into
account in determining distributions in respect of any related 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 the principal
portion of any Realized Loss in respect of a Mortgage Pool 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 related
Deficient Valuations occurring on or prior to the Bankruptcy Coverage
Termination Date (such limitation, the "Loss Allocation Limitation").
(h) Any allocation of a Realized Loss to a Certificate (or Component), or
of any Subordinate Certificate Writedown Amount to a Certificate, pursuant to
this Section 4.03 shall effect a corresponding allocation thereof to the
Corresponding Class of Lower Tier Interests.
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 for each Mortgage Pool and
the aggregate number of the Mortgage Loans in each Mortgage Pool 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 or Accrual Component) made on such Distribution Date and (ii)
the allocation of any Realized Losses and any Subordinate Certificate
Writedown Amount for such Distribution Date;
(vi) The Pay-out Rate applicable to each Class of Certificates;
(vii) The book value and unpaid principal balance of any real estate
acquired on behalf of Certificateholders through foreclosure, or grant of a
deed in lieu of foreclosure or otherwise, of any REO Mortgage Loan, and the
number of the related Mortgage Loans, separately identified as to each
Mortgage Pool;
(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, separately identified as to each Mortgage Pool;
(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 Pool 1 Group II Senior Percentage, the
Pool 2 Group II Senior Percentage, the Pool 1 Group II Senior Distribution
Percentage, the Pool 2 Group II Senior Distribution Percentage and the
Junior Percentage for such Distribution Date;
(xii) The Senior Prepayment Percentage and the Junior Prepayment
Percentage for such Distribution Date; and
(xiii)The amount of such distribution to the Certificateholders of
each Class allocable to Unanticipated Recoveries.
In the case of information furnished pursuant to clauses (i) through (iii)
above, the amounts shall be expressed as a dollar amount per Single Certificate.
In connection with any proposed transfer of a Certificate that is purported
to be made in reliance on Rule 144A under the Securities Act, the Company shall
be responsible for furnishing such information as may be required thereunder to
a proposed transferee. In furtherance of the Company's obligations hereunder,
the Company hereby instructs the Trustee, at the Company's expense and on its
behalf, and the Trustee agrees, to promptly make available to the proposed
transferee, upon request of the holder, (i) all statements furnished to
Certificateholders of the related Mortgage Pool pursuant to this Section 4.05(a)
on previous Distribution Dates, (ii) all certificates furnished to the Trustee
pursuant to Section 4.06 in prior months, (iii) Officer's Certificates furnished
to the Trustee pursuant to Section 3.12 for the two years preceding such
request, (iv) reports of independent accountants furnished to the Trustee
pursuant to Section 3.13 for the two years preceding such request, (v) a copy of
the Private Placement Memorandum relating to such Certificate, together with any
amendments or supplements thereto issued by the Company (which copy shall be
furnished to the Trustee by the Company), and (vi) the Company's Current Report
on Form 8-K, dated the Closing Date, relating to the Mortgage Loans; provided,
however, that the Trustee shall in no event be required to make available such
statements or certificates pursuant to clauses (i) and (ii) above relating to
Distribution Dates occurring more than twenty-four months preceding the month in
which such request was received; provided, further, however, that
notwithstanding the Trustee's agreement as aforesaid to provide such materials
to a proposed transferee, the Trustee does not assume, and shall not thereby be
deemed to have assumed, any responsibility for compliance by the Company with
Rule 144A (subject to the Trustee's agreement set forth in the second sentence
of this paragraph) and shall be entitled to include a notice with such
statements or certificates to the effect that such materials have not been
prepared or assembled by the Trustee and that the Trustee assumes no
responsibility for the adequacy, sufficiency or contents thereof. In connection
with any such proposed transfer, the Company shall make available to the
proposed holder, at the request of the related transferor, such additional
information, if any, as may be required to be delivered pursuant to Rule
144A(d)(4).
Section 4.06. Servicer's Certificate. Each month, not later than the second
Business Day next preceding each Distribution Date, the Company shall deliver to
the Trustee a completed Servicer's Certificate.
Section 4.07. Reports of Foreclosures and Abandonments of Mortgaged
Property. The Trustee (or the Company on behalf of the Trustee) shall, in each
year beginning after 1999, make the reports of foreclosures and abandonments of
any Mortgaged Property as required by section 6050J of the Code. In order to
facilitate this reporting process, the Company, on or before January 15th of
each year, shall provide to the Trustee reports relating to each instance
occurring during the previous calendar year in which the Company (i) on behalf
of the Trustee acquires an interest in a Mortgaged Property through foreclosure
or other comparable conversion in full or partial satisfaction of a Mortgage
Loan, or (ii) knows or has reason to know that a Mortgaged Property has been
abandoned. Reports from the Company shall be in form and substance sufficient to
meet the reporting requirements imposed by section 6050J of the Code.
Section 4.08. Reduction of 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 and either Mortgage Pool
shall be reduced by the amount of any Compensating Interest Payment for such
Distribution Date and such Mortgage Pool.
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 related 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 related Available Funds distributable to such Class of
Certificates pursuant to Sections 4.01 (a) or (b), as applicable, 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) or (b),
as applicable, 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
Sections 4.01 (a) or (b), as applicable, 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 Sections 4.01 (a) or (b), as applicable, 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 assets of the Trust Fund,
but shall be an asset in each REMIC.
(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 relating to both Mortgage Pools shall be issued in an
aggregate Initial Certificate Principal Balance of $496,862,908.89. Such
aggregate original principal balance shall be divided among the Classes having
the designations, Class Certificate Principal Balances, Certificate Interest
Rates and minimum denominations as follows:
<PAGE>
Initial Class
Certificate Certificate
Principal Interest Minimum
Balance Rate Denominations
Designation
Class 1-A1 $98,563,000.00 6.10% $ 25,000
Class 1-A2 32,000,000.00 6.10 25,000
Class 1-A3 71,103,000.00 (1) 25,000
Class 1-A4 50,041,000.00 6.50 25,000
Class 1-A5 4,155,000.00 6.75 25,000
Class 1-A6 38,000,000.00 6.75 25,000
Class 1-A7 1,203,000.00 6.75 25,000
Class 1-A8 62,652,000.00 6.50 25,000
Class 1-A9 4,844,000.00 6.75 1,000
Class 1-PO 2,915,566.55 0.00 (2)
Class 1-S (3) (3) 5,000,000
Class 2-A1 38,400,000.00 6.75 25,000
Class 2-A2 3,653,000.00 6.75 1,000
Class 2-A3 12,039,000.00 6.75 25,000
Class 2-A4 1,750,000.00 6.75 1,000
Class 2-A5 50,000,000.00 6.75 25,000
Class 2-A6 2,000,000.00 6.75 1,000
Class 2-A7 2,600,000.00 6.75 1,000
Class 2-A8 1,000,000.00 6.75 1,000
Class 2-A9 3,600,000.00 6.75 1,000
Class 2-PO 529,356.24 0.00 (2)
Class 2-S (4) (4) 5,000,000
Class M 9,271,000.00 6.75 100,000
Class B1 3,758,000.00 6.75 100,000
Class B2 2,254,000.00 6.75 100,000
Class B3 2,506,000.00 6.75 250,000
Class B4 1,003,000.00 6.75 250,000
Class B5 1,253,813.21 6.75 250,000
Class R 100.00 6.75 100
Class RL 100.00 6.75 100
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(1) Interest will accrue on each Component of the Class 1-A3 Certificates
during each Interest Accrual Period at the applicable interest rate set
forth in the definition of "Component" on the Component Principal
Balance or Notional Component Balance, as applicable, of such
Component. The amount of interest that will accrue on the Class 1-A3
Certificates during each Interest Accrual Period will equal the sum of
the interest accrued during such Interest Accrual Period on each
Component of the Class 1-A3 Certificates.
(2) The Class 1-PO and Class 2-PO Certificates will each be issued as a
single Certificate evidencing the entire Class Certificate Principal
Balance of such Class.
(3) The Class 1-S Certificates are issued with an initial Notional
Principal Balance of $250,344,295.92 and shall bear interest at the
Strip Rate.
(4) The Class 2-S Certificates are issued with an initial Notional
Principal Balance of $92,959,531.53 and shall bear interest at the
Strip Rate.
(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 Certificates
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 (or $1,000,000 in the case of
the Class S Certificates) 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 Certificates shall each 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 and the Class S Certificates may evidence an additional
amount equal to the remainder of the Class Certificate Principal Balance (or
Notional Principal Balance) of such Class.
(d) The Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee by an authorized officer under its seal, which may be in
facsimile form and be imprinted or otherwise reproduced thereon. Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures were affixed, authorized to sign on behalf of the Trustee
shall bind the Trustee, notwithstanding that such individuals or any of them
have ceased to be so authorized prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of such Certificate. No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless such Certificate shall have been manually countersigned
by the Trustee substantially in the forms set forth in Exhibit A hereto, and
such countersignature upon any Certificate shall be conclusive evidence, and the
only evidence, that such Certificate has been duly executed and delivered
hereunder. All Certificates issued on the Closing Date shall be dated the
Closing Date; all Certificates issued thereafter shall be dated the date of
their countersignature.
(e) 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 related 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 applicable
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 the related Mortgage Loans as
it and such successor shall agree; provided, however, that no such compensation
shall be in excess of that permitted the Company hereunder. The Trustee and such
successor shall take such action, consistent with this Agreement, as shall be
necessary to effectuate any such succession.
(b) Any successor, including the Trustee, to the Company as servicer
pursuant to this Article VII shall during the term of its service as servicer
maintain in force (i) a policy or policies of insurance covering errors and
omissions in the performance of its obligations as servicer hereunder, and (ii)
a fidelity bond in respect of its officers, employees and agents to the same
extent as the Company is so required pursuant to Section 3.15.
Section 7.03. Notification to Certificateholders. Upon any termination or
appointment of a successor to the Company pursuant to this Article VII, the
Trustee shall give prompt written notice thereof to the related
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 each Mortgage Loan Payment Record pursuant to Section 3.04 to
reimburse the Trustee for any related 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 each of the Upper Tier REMIC and
Lower Tier REMIC from failing to qualify as a REMIC and to prevent the
imposition of a tax on the Trust Fund or the related REMICs 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 in accordance with the applicable priorities
provided by Section 4.01. Distributions on each Certificate shall be made on the
final Distribution Date in the manner specified in Section 4.02 but only upon
presentation and surrender of the Certificates.
In the event that all of the Certificateholders shall not surrender their
Certificates for cancellation within six months after the date specified in the
above-mentioned written notice, the Trustee shall give a second written notice
to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
one year after the second notice all the Certificates shall not have been
surrendered for cancellation, the Trustee may take appropriate steps, or may
appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds and other assets which remain subject
hereto.
Section 9.02. Additional Termination Requirements. (a) In the event the
Company exercises its purchase option as provided in Section 9.01, the Trust
Fund and the related REMICs established hereunder shall be terminated in
accordance with the following additional requirements, unless the Trustee has
been supplied with an Opinion of Counsel to the effect that the failure to
comply with the requirements of this Section 9.02 will not (i) result in the
imposition of taxes on "prohibited transactions" of any such REMIC as defined in
section 860F of the Code, or (ii) cause the Upper Tier REMIC or Lower Tier REMIC
to fail to qualify as a REMIC at any time that any Certificates are outstanding:
(i) Within 90 days prior to the final Distribution Date set forth in
the notice given by the Trustee under Section 9.01, the Company shall
prepare and the Trustee shall execute and adopt a plan of complete
liquidation for such REMIC or REMICs 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 related 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 each of the Upper Tier REMIC or
Lower Tier REMIC 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 either of the Upper Tier REMIC or Lower
Tier REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding.
Promptly after the execution of any such amendment or consent the Trustee
shall furnish written notification of the substance of such amendment to each
Certificateholder.
It shall not be necessary for the consent of Certificateholders under this
Section 10.01 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders 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 April, 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 April, 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 1999-9
evidencing a beneficial ownership interest in a
trust fund which consists primarily of two pools of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class 1-A1 Certificate
Principal Balance:
Class 1-A1 $98,563,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.10% Balance of this Certificate:
$
Cut-off Date:
April 1, 1999
First Distribution Date: CUSIP:36157RT21
May 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
1-A1 Certificates, both as specified above) in certain distributions with
respect to the Trust Fund, consisting primarily of two pools ("Pool 1" and "Pool
2") 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 April 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 May 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 1999-9, issued in
thirty Classes (Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A5,
Class 1-A6, Class 1-A7, Class 1-A8, Class 1-A9, Class 2-A1, Class 2-A2, Class
2-A3, Class 2-A4, Class 2-A5, Class 2-A6, Class 2-A7, Class 2-A8, Class 2-A9,
Class 1-S, Class 2-S, Class R, Class RL, Class 1-PO, Class 2-PO, Class M, Class
B1, Class B2, Class B3, Class B4 and Class B5, herein called the
"Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
No transfer of any Class 1-A7, Class 1-PO, Class 2-PO, 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 1-A7, Class 1-PO, Class
2-PO, Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by
a Plan or a Person that is purchasing or holding such Certificate with the
assets of a Plan will not constitute or result in a prohibited transaction under
ERISA or Section 4975.
No transfer of any Class R or Class RL Certificate shall be made to any
Person unless the Trustee has received a certificate from such transferee to the
effect that, among other things, such transferee (x) is not an employee benefit
plan subject to ERISA or a Plan or a Person that is using the assets of a Plan
to acquire any such Class R or Class RL Certificate or (y) is an insurance
company investing assets of its general account and the Exemption applies to
such transferee's acquisition and holding of any such Class R or Class RL
Certificate.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
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 the Mortgage Loans is subject to the aggregate Scheduled Principal
Balance both Pool 1 and Pool 2 at the time of repurchase being less than 10
percent of the aggregate Scheduled Principal Balance of both Pool 1 and Pool 2
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 1999-9
evidencing a beneficial ownership interest in a
trust fund which consists primarily of two pools of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class 1-A2 Certificate
Principal Balance:
Class 1-A2 $32,000,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.10% Balance of this Certificate:
$
Cut-off Date:
April 1, 1999
First Distribution Date: CUSIP:36157RS89
May 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
1-A2 Certificates, both as specified above) in certain distributions with
respect to the Trust Fund, consisting primarily of two pools ("Pool 1" and "Pool
2") 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 April 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 May 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
<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 1999-9
evidencing a beneficial ownership interest in a
trust fund which consists primarily of two pools of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class 1-A3 Certificate
Principal Balance:
Class 1-A3 $71,103,000
Certificate Interest Initial Certificate Principal
Rate per annum: variable Balance of this Certificate:
$
Cut-off Date:
April 1, 1999
First Distribution Date: CUSIP:36157RS97
May 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
1-A3 Certificates, both as specified above) in certain distributions with
respect to the Trust Fund, consisting primarily of two pools ("Pool 1" and "Pool
2") 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 April 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 May 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
<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 1999-9
evidencing a beneficial ownership interest in a
trust fund which consists primarily of two pools of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class 1-A4 Certificate
Principal Balance:
Class 1-A4 $50,041,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
$
Cut-off Date:
April 1, 1999
First Distribution Date: CUSIP:36157RT39
May 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
1-A4 Certificates, both as specified above) in certain distributions with
respect to the Trust Fund, consisting primarily of two pools ("Pool 1" and "Pool
2") 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 April 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 May 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
<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 1999-9
evidencing a beneficial ownership interest in a
trust fund which consists primarily of two pools of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class 1-A5 Certificate
Principal Balance:
Class 1-A5 $4,155,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.75% Balance of this Certificate:
$
Cut-off Date:
April 1, 1999
First Distribution Date: CUSIP:36157RT47
May 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
1-A5 Certificates, both as specified above) in certain distributions with
respect to the Trust Fund, consisting primarily of two pools ("Pool 1" and "Pool
2") 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 April 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 May 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
<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 1999-9
evidencing a beneficial ownership interest in a
trust fund which consists primarily of two pools of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class 1-A6 Certificate
Principal Balance:
Class 1-A6 $38,000,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.75% Balance of this Certificate:
$
Cut-off Date:
April 1, 1999
First Distribution Date: CUSIP:36157RT54
May 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
1-A6 Certificates, both as specified above) in certain distributions with
respect to the Trust Fund, consisting primarily of two pools ("Pool 1" and "Pool
2") 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 April 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 May 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
<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.
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 1999-9
evidencing a beneficial ownership interest in a
trust fund which consists primarily of two pools of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class 1-A7 Certificate
Principal Balance:
Class 1-A7 $1,203,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.75% Balance of this Certificate:
$
Cut-off Date:
April 1, 1999
First Distribution Date: CUSIP:36157RT62
May 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
1-A7 Certificates, both as specified above) in certain distributions with
respect to the Trust Fund, consisting primarily of two pools ("Pool 1" and "Pool
2") 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 April 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 May 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
<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 1999-9
evidencing a beneficial ownership interest in a
trust fund which consists primarily of two pools of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class 1-A8 Certificate
Principal Balance:
Class 1-A8 $62,652,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.50% Balance of this Certificate:
$
Cut-off Date:
April 1, 1999
First Distribution Date: CUSIP:36157RT70
May 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
1-A8 Certificates, both as specified above) in certain distributions with
respect to the Trust Fund, consisting primarily of two pools ("Pool 1" and "Pool
2") 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 April 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 May 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
<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 1999-9
evidencing a beneficial ownership interest in a
trust fund which consists primarily of two pools of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class 1-A9 Certificate
Principal Balance:
Class 1-A9 $4,884,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.75% Balance of this Certificate:
$
Cut-off Date:
April 1, 1999
First Distribution Date: CUSIP:36157RT88
May 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
1-A9 Certificates, both as specified above) in certain distributions with
respect to the Trust Fund, consisting primarily of two pools ("Pool 1" and "Pool
2") 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 April 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 May 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
<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 1999-9
evidencing a beneficial ownership interest in a
trust fund which consists primarily of two pools of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class 2-A1 Certificate
Principal Balance:
Class 2-A1 $38,400,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.75% Balance of this Certificate:
$
Cut-off Date:
April 1, 1999
First Distribution Date: CUSIP:36157RU37
May 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
2-A1 Certificates, both as specified above) in certain distributions with
respect to the Trust Fund, consisting primarily of two pools ("Pool 1" and "Pool
2") 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 April 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 May 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 1999-9, issued in
thirty Classes (Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A5,
Class 1-A6, Class 1-A7, Class 1-A8, Class 1-A9, Class 2-A1, Class 2-A2, Class
2-A3, Class 2-A4, Class 2-A5, Class 2-A6, Class 2-A7, Class 2-A8, Class 2-A9,
Class 1-S, Class 2-S, Class R, Class RL, Class 1-PO, Class 2-PO, Class M, Class
B1, Class B2, Class B3, Class B4 and Class B5, herein called the
"Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
No transfer of any Class 1-A7, Class 1-PO, Class 2-PO, 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 1-A7, Class 1-PO, Class
2-PO, Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by
a Plan or a Person that is purchasing or holding such Certificate with the
assets of a Plan will not constitute or result in a prohibited transaction under
ERISA or Section 4975.
No transfer of any Class R or Class RL Certificate shall be made to any
Person unless the Trustee has received a certificate from such transferee to the
effect that, among other things, such transferee (x) is not an employee benefit
plan subject to ERISA or a Plan or a Person that is using the assets of a Plan
to acquire any such Class R or Class RL Certificate or (y) is an insurance
company investing assets of its general account and the Exemption applies to
such transferee's acquisition and holding of any such Class R or Class RL
Certificate.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
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 the Mortgage Loans is subject to the aggregate Scheduled Principal
Balance both Pool 1 and Pool 2 at the time of repurchase being less than 10
percent of the aggregate Scheduled Principal Balance of both Pool 1 and Pool 2
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 1999-9
evidencing a beneficial ownership interest in a
trust fund which consists primarily of two pools of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class 2-A2 Certificate
Principal Balance:
Class 2-A2 $3,653,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.75% Balance of this Certificate:
$
Cut-off Date:
April 1, 1999
First Distribution Date: CUSIP:36157RU45
May 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
2-A2 Certificates, both as specified above) in certain distributions with
respect to the Trust Fund, consisting primarily of two pools ("Pool 1" and "Pool
2") 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 April 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 May 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
<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 1999-9
evidencing a beneficial ownership interest in a
trust fund which consists primarily of two pools of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class 2-A3 Certificate
Principal Balance:
Class 2-A3 $12,039,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.75% Balance of this Certificate:
$
Cut-off Date:
April 1, 1999
First Distribution Date: CUSIP:36157RU52
May 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
2-A3 Certificates, both as specified above) in certain distributions with
respect to the Trust Fund, consisting primarily of two pools ("Pool 1" and "Pool
2") 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 April 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 May 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
<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 1999-9
evidencing a beneficial ownership interest in a
trust fund which consists primarily of two pools of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class 2-A4 Certificate
Principal Balance:
Class 2-A4 $1,750,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.75% Balance of this Certificate:
$
Cut-off Date:
April 1, 1999
First Distribution Date: CUSIP:36157RU60
May 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
2-A4 Certificates, both as specified above) in certain distributions with
respect to the Trust Fund, consisting primarily of two pools ("Pool 1" and "Pool
2") 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 April 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 May 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
<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 1999-9
evidencing a beneficial ownership interest in a
trust fund which consists primarily of two pools of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class 2-A5 Certificate
Principal Balance:
Class 2-A5 $50,000,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.75% Balance of this Certificate:
$
Cut-off Date:
April 1, 1999
First Distribution Date: CUSIP:36157RU78
May 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
2-A5 Certificates, both as specified above) in certain distributions with
respect to the Trust Fund, consisting primarily of two pools ("Pool 1" and "Pool
2") 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 April 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 May 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
<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 1999-9
evidencing a beneficial ownership interest in a
trust fund which consists primarily of two pools of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class 2-A6 Certificate
Principal Balance:
Class 2-A6 $2,000,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.75% Balance of this Certificate:
$
Cut-off Date:
April 1, 1999
First Distribution Date: CUSIP:36157RU86
May 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
2-A6 Certificates, both as specified above) in certain distributions with
respect to the Trust Fund, consisting primarily of two pools ("Pool 1" and "Pool
2") 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 April 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 May 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
<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 1999-9
evidencing a beneficial ownership interest in a
trust fund which consists primarily of two pools of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class 2-A7 Certificate
Principal Balance:
Class 2-A7 $2,600,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.75% Balance of this Certificate:
$
Cut-off Date:
April 1, 1999
First Distribution Date: CUSIP:36157RU94
May 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
2-A7 Certificates, both as specified above) in certain distributions with
respect to the Trust Fund, consisting primarily of two pools ("Pool 1" and "Pool
2") 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 April 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 May 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
<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 1999-9
evidencing a beneficial ownership interest in a
trust fund which consists primarily of two pools of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class 2-A8 Certificate
Principal Balance:
Class 2-A8 $1,000,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.75% Balance of this Certificate:
$
Cut-off Date:
April 1, 1999
First Distribution Date: CUSIP:36157RV28
May 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
2-A8 Certificates, both as specified above) in certain distributions with
respect to the Trust Fund, consisting primarily of two pools ("Pool 1" and "Pool
2") 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 April 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 May 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
<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 1999-9
evidencing a beneficial ownership interest in a
trust fund which consists primarily of two pools of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class 2-A9 Certificate
Principal Balance:
Class 2-A9 $3,600,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.75% Balance of this Certificate:
$
Cut-off Date:
April 1, 1999
First Distribution Date: CUSIP:36157RV36
May 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
2-A9 Certificates, both as specified above) in certain distributions with
respect to the Trust Fund, consisting primarily of two pools ("Pool 1" and "Pool
2") 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 April 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 May 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
<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 1999-9
evidencing a beneficial ownership interest in a
trust fund which consists primarily of two pools 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: 6.75% Balance of this Certificate:
$
Cut-off Date:
April 1, 1999
First Distribution Date: CUSIP:36157RT96
May 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 two pools ("Pool 1" and "pool 2") 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 April 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 May 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 1999-9, issued in
thirty Classes (Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A5,
Class 1-A6, Class 1-A7, Class 1-A8, Class 1-A9, Class 2-A1, Class 2-A2, Class
2-A3, Class 2-A4, Class 2-A5, Class 2-A6, Class 2-A7, Class 2-A8, Class 2-A9,
Class 1-S, Class 2-S, Class R, Class RL, Class 1-PO, Class 2-PO, Class M, Class
B1, Class B2, Class B3, Class B4 and Class B5, herein called the
"Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
No transfer of any Class 1-A7, Class 1-PO, Class 2-PO, 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 1-A7, Class 1-PO, Class
2-PO, Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by
a Plan or a Person that is purchasing or holding such Certificate with the
assets of a Plan will not constitute or result in a prohibited transaction under
ERISA or Section 4975.
No transfer of any Class R or Class RL Certificate shall be made to any
Person unless the Trustee has received a certificate from such transferee to the
effect that, among other things, such transferee (x) is not an employee benefit
plan subject to ERISA or a Plan or a Person that is using the assets of a Plan
to acquire any such Class R or Class RL Certificate or (y) is an insurance
company investing assets of its general account and the Exemption applies to
such transferee's acquisition and holding of any such Class R or Class RL
Certificate.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
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 the Mortgage Loans is subject to the aggregate Scheduled Principal
Balance both Pool 1 and Pool 2 at the time of repurchase being less than 10
percent of the aggregate Scheduled Principal Balance of both Pool 1 and Pool 2
as of the Cut-off Date. The Company's exercise of such right will result in
early retirement of the Certificates.
Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.
STATE STREET BANK AND TRUST
COMPANY, not in its individual
capacity but solely as Trustee
(SEAL)
By:
Name:
Title:
Countersigned:
By
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee
Dated:
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert social security
or other identifying number of assignee
(Please print or typewrite name and address
including postal zip code of assignee)
this Certificate evidencing a Percentage Interest in certain distributions with
respect to the Trust Fund and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of said Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Certificate
of like Class and Percentage Interest, to the above named assignee and deliver
such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
*Signature Guaranteed*
*The signature hereon must be guaranteed by a bank, trust company or broker of
the signatory who is a member of a signature guarantee medallion program.
<PAGE>
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS THE "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE,
BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO
CERTAIN RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN THE AGREEMENT, AND SHALL
BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE TRUSTEE TO THE
EFFECT THAT IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN
CODE SECTION 860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER
MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION, OR AN ENTITY THAT HOLDS REMIC
RESIDUAL SECURITIES AS NOMINEE TO FACILITATE THE CLEARANCE AND SETTLEMENT OF
SUCH SECURITIES THROUGH BOOK-ENTRY CHANGES IN ACCOUNTS OF PARTICIPATING
ORGANIZATIONS (A "BOOK-ENTRY NOMINEE") AND TO HAVE AGREED TO SUCH AMENDMENTS TO
THE AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE RESTRICTIONS ON
TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR BOOK-ENTRY NOMINEES.
THE HOLDER OF THIS CLASS R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE
IRREVOCABLY APPOINTED THE COMPANY (AS DEFINED HEREIN) AS ITS AGENT AND
ATTORNEY-IN-FACT TO ACT AS "TAX MATTERS PERSON" OF THE REMIC TO PERFORM THE
FUNCTIONS OF A "TAX MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63
OF SUBTITLE F OF THE CODE, WITH RESPECT TO THE TRUST FUND.
<PAGE>
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY DISQUALIFIED
ORGANIZATION, BOOK-ENTRY NOMINEE OR NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN
THE AGREEMENT OR TO ANY EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR A PLAN SUBJECT TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ("SECTION 4975") (A
"PLAN") OR A PERSON THAT IS USING THE ASSETS OF A PLAN TO ACQUIRE THIS
CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE TRANSFER OF THIS CERTIFICATE IS
SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET FORTH HEREIN.
REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-9
evidencing a beneficial ownership interest in a
trust fund which consists primarily of two pools of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class RL Certificate
Principal Balance:
Class RL $100
Certificate Interest Initial Certificate Principal
Rate per annum: 6.75% Balance of this Certificate:
$
Cut-off Date:
April 1, 1999
First Distribution Date: CUSIP:36157RU29
May 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
RL Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of two pools ("Pool 1" and "pool 2") 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 April 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 May 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on this Certificate
will be made in the applicable manner described above, after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
<PAGE>
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 1999-9
evidencing a beneficial ownership interest in a
trust fund which consists primarily of two pools of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class 1-S Notional
Certificate Principal Balance:
Class 1-S $247,334,295.92
Certificate Interest Initial Notional Certificate
Rate per annum: variable Principal Balance of this Certificate:
$
Cut-off Date:
April 1, 1999
First Distribution Date:
May 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
1-S Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of two pools ("Pool 1" and "Pool 2") 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 April 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 May 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 1999-9, issued in
thirty Classes (Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A5,
Class 1-A6, Class 1-A7, Class 1-A8, Class 1-A9, Class 2-A1, Class 2-A2, Class
2-A3, Class 2-A4, Class 2-A5, Class 2-A6, Class 2-A7, Class 2-A8, Class 2-A9,
Class 1-S, Class 2-S, Class R, Class RL, Class 1-PO, Class 2-PO, Class M, Class
B1, Class B2, Class B3, Class B4 and Class B5, herein called the
"Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
No transfer of any Class 1-A7, Class 1-PO, Class 2-PO, 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 1-A7, Class 1-PO, Class
2-PO, Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by
a Plan or a Person that is purchasing or holding such Certificate with the
assets of a Plan will not constitute or result in a prohibited transaction under
ERISA or Section 4975.
No transfer of any Class R or Class RL Certificate shall be made to any
Person unless the Trustee has received a certificate from such transferee to the
effect that, among other things, such transferee (x) is not an employee benefit
plan subject to ERISA or a Plan or a Person that is using the assets of a Plan
to acquire any such Class R or Class RL Certificate or (y) is an insurance
company investing assets of its general account and the Exemption applies to
such transferee's acquisition and holding of any such Class R or Class RL
Certificate.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
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 the Mortgage Loans is subject to the aggregate Scheduled Principal
Balance both Pool 1 and Pool 2 at the time of repurchase being less than 10
percent of the aggregate Scheduled Principal Balance of both Pool 1 and Pool 2
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 1999-9
evidencing a beneficial ownership interest in a
trust fund which consists primarily of two pools of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class 2-S Notional
Certificate Principal Balance:
Class 2-S $92,959,531.53
Certificate Interest Initial Notional Certificate
Rate per annum: variable Principal Balance of this Certificate:
$
Cut-off Date:
April 1, 1999
First Distribution Date:
May 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
2-S Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of two pools ("Pool 1" and "Pool 2") 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 April 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 May 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on this Certificate
will be made in the applicable manner described above, after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
<PAGE>
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).
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 1999-9
evidencing a beneficial ownership interest in a
trust fund which consists primarily of two pools of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class 1-PO Certificate
Principal Balance:
Class 1-PO $2,915,566.55
Certificate Interest Initial Certificate Principal
Rate per annum: Balance of this Certificate:
non-interest bearing $
Cut-off Date:
April 1, 1999
First Distribution Date:
May 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
1-PO Certificates, both as specified above) in certain distributions with
respect to the Trust Fund, consisting primarily of two pools ("Pool 1" and "Pool
2") 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 April 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 May 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 1999-9, issued in
thirty Classes (Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A5,
Class 1-A6, Class 1-A7, Class 1-A8, Class 1-A9, Class 2-A1, Class 2-A2, Class
2-A3, Class 2-A4, Class 2-A5, Class 2-A6, Class 2-A7, Class 2-A8, Class 2-A9,
Class 1-S, Class 2-S, Class R, Class RL, Class 1-PO, Class 2-PO, Class M, Class
B1, Class B2, Class B3, Class B4 and Class B5, herein called the
"Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
No transfer of any Class 1-A7, Class 1-PO, Class 2-PO, 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 1-A7, Class 1-PO, Class
2-PO, Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by
a Plan or a Person that is purchasing or holding such Certificate with the
assets of a Plan will not constitute or result in a prohibited transaction under
ERISA or Section 4975.
No transfer of any Class R or Class RL Certificate shall be made to any
Person unless the Trustee has received a certificate from such transferee to the
effect that, among other things, such transferee (x) is not an employee benefit
plan subject to ERISA or a Plan or a Person that is using the assets of a Plan
to acquire any such Class R or Class RL Certificate or (y) is an insurance
company investing assets of its general account and the Exemption applies to
such transferee's acquisition and holding of any such Class R or Class RL
Certificate.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
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 the Mortgage Loans is subject to the aggregate Scheduled Principal
Balance both Pool 1 and Pool 2 at the time of repurchase being less than 10
percent of the aggregate Scheduled Principal Balance of both Pool 1 and Pool 2
as of the Cut-off Date. The Company's exercise of such right will result in
early retirement of the Certificates.
Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.
STATE STREET BANK AND TRUST
COMPANY, not in its individual
capacity but solely as Trustee
(SEAL)
By:
Name:
Title:
Countersigned:
By
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee
Dated:
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert social security
or other identifying number of assignee
(Please print or typewrite name and address
including postal zip code of assignee)
this Certificate evidencing a Percentage Interest in certain distributions with
respect to the Trust Fund and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of said Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Certificate
of like Class and Percentage Interest, to the above named assignee and deliver
such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
*Signature Guaranteed*
*The signature hereon must be guaranteed by a bank, trust company or broker of
the signatory who is a member of a signature guarantee medallion program.
<PAGE>
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE SECURITIES ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN ACCORDANCE WITH SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
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 1999-9
evidencing a beneficial ownership interest in a
trust fund which consists primarily of two pools of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class 2-PO Certificate
Principal Balance:
Class 2-PO $529,356.24
Certificate Interest Initial Certificate Principal
Rate per annum: Balance of this Certificate:
non-interest bearing $
Cut-off Date:
April 1, 1999
First Distribution Date:
May 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
2-PO Certificates, both as specified above) in certain distributions with
respect to the Trust Fund, consisting primarily of two pools ("Pool 1" and "Pool
2") 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 April 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 May 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on this Certificate
will be made in the applicable manner described above, after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
<PAGE>
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.
<PAGE>
REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-9
evidencing a beneficial ownership interest in a
trust fund which consists primarily of two pools 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 $9,271,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.75% Balance of this Certificate:
$
Cut-off Date:
April 1, 1999
First Distribution Date: CUSIP: 36157RV44
May 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 two pools ("Pool 1" and "Pool 2") 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 April 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 May 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 1999-9, issued in
thirty Classes (Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A5,
Class 1-A6, Class 1-A7, Class 1-A8, Class 1-A9, Class 2-A1, Class 2-A2, Class
2-A3, Class 2-A4, Class 2-A5, Class 2-A6, Class 2-A7, Class 2-A8, Class 2-A9,
Class 1-S, Class 2-S, Class R, Class RL, Class 1-PO, Class 2-PO, Class M, Class
B1, Class B2, Class B3, Class B4 and Class B5, herein called the
"Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
No transfer of any Class 1-A7, Class 1-PO, Class 2-PO, 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 1-A7, Class 1-PO, Class
2-PO, Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by
a Plan or a Person that is purchasing or holding such Certificate with the
assets of a Plan will not constitute or result in a prohibited transaction under
ERISA or Section 4975.
No transfer of any Class R or Class RL Certificate shall be made to any
Person unless the Trustee has received a certificate from such transferee to the
effect that, among other things, such transferee (x) is not an employee benefit
plan subject to ERISA or a Plan or a Person that is using the assets of a Plan
to acquire any such Class R or Class RL Certificate or (y) is an insurance
company investing assets of its general account and the Exemption applies to
such transferee's acquisition and holding of any such Class R or Class RL
Certificate.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
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 the Mortgage Loans is subject to the aggregate Scheduled Principal
Balance both Pool 1 and Pool 2 at the time of repurchase being less than 10
percent of the aggregate Scheduled Principal Balance of both Pool 1 and Pool 2
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 1999-9
evidencing a beneficial ownership interest in a
trust fund which consists primarily of two pools of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class B1 Certificate
Principal Balance:
Class B1 $3,758,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.75% Balance of this Certificate:
$
Cut-off Date:
April 1, 1999
First Distribution Date: CUSIP: 36157RV51
May 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 two pools ("Pool 1" and "Pool 2") 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 April 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 May 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on this Certificate
will be made in the applicable manner described above, after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
<PAGE>
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.
<PAGE>
REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-9
evidencing a beneficial ownership interest in a
trust fund which consists primarily of two pools 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 $2,254,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.75% Balance of this Certificate:
$
Cut-off Date:
April 1, 1999
First Distribution Date: CUSIP: 36157RV69
May 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 two pools ("Pool 1" and "Pool 2") 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 April 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 May 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on this Certificate
will be made in the applicable manner described above, after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
<PAGE>
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES ("BLUE SKY LAWS"), AND SUCH CERTIFICATE MAY NOT BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C) TO AN
INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, IN EACH CASE IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
ANY APPLICABLE BLUE SKY LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY
OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THIS CERTIFICATE.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.
REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-9
evidencing a beneficial ownership interest in a
trust fund which consists primarily of two pools 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 $2,506,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.75% Balance of this Certificate:
$
Cut-off Date:
April 1, 1999
First Distribution Date: CUSIP: 36157RV77
May 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 two pools ("Pool 1" and "Pool 2") 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 April 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 May 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 1999-9, issued in
thirty Classes (Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A5,
Class 1-A6, Class 1-A7, Class 1-A8, Class 1-A9, Class 2-A1, Class 2-A2, Class
2-A3, Class 2-A4, Class 2-A5, Class 2-A6, Class 2-A7, Class 2-A8, Class 2-A9,
Class 1-S, Class 2-S, Class R, Class RL, Class 1-PO, Class 2-PO, Class M, Class
B1, Class B2, Class B3, Class B4 and Class B5, herein called the
"Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
No transfer of any Class 1-A7, Class 1-PO, Class 2-PO, 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 1-A7, Class 1-PO, Class
2-PO, Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by
a Plan or a Person that is purchasing or holding such Certificate with the
assets of a Plan will not constitute or result in a prohibited transaction under
ERISA or Section 4975.
No transfer of any Class R or Class RL Certificate shall be made to any
Person unless the Trustee has received a certificate from such transferee to the
effect that, among other things, such transferee (x) is not an employee benefit
plan subject to ERISA or a Plan or a Person that is using the assets of a Plan
to acquire any such Class R or Class RL Certificate or (y) is an insurance
company investing assets of its general account and the Exemption applies to
such transferee's acquisition and holding of any such Class R or Class RL
Certificate.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
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 the Mortgage Loans is subject to the aggregate Scheduled Principal
Balance both Pool 1 and Pool 2 at the time of repurchase being less than 10
percent of the aggregate Scheduled Principal Balance of both Pool 1 and Pool 2
as of the Cut-off Date. The Company's exercise of such right will result in
early retirement of the Certificates.
Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.
STATE STREET BANK AND TRUST
COMPANY, not in its individual
capacity but solely as Trustee
(SEAL)
By:
Name:
Title:
Countersigned:
By
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee
Dated:
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert social security
or other identifying number of assignee
(Please print or typewrite name and address
including postal zip code of assignee)
this Certificate evidencing a Percentage Interest in certain distributions with
respect to the Trust Fund and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of said Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Certificate
of like Class and Percentage Interest, to the above named assignee and deliver
such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
*Signature Guaranteed*
*The signature hereon must be guaranteed by a bank, trust company or broker of
the signatory who is a member of a signature guarantee medallion program.
<PAGE>
In connection with any transfer of this Certificate, the undersigned
registered holder hereof confirms that without utilizing any general
solicitation or general advertising:
(Check One) -
|_| (a) This Certificate is being
transferred by the undersigned to a person
whom the undersigned reasonably believes is
a "qualified institutional buyer" (as
defined in Rule 144A under the Securities
Act of 1933, as amended) pursuant to the
exemption from registration under the
Securities Act of 1933, as amended, provided
by Rule 144A thereunder.
|_| (b) This Certificate is being
transferred by the undersigned to an
institutional "accredited investor" (as
defined in Rule 501(a)(1), (2), (3) or (7)
of Regulation D under the Securities Act of
1933, as amended) and that the undersigned
has been advised by the prospective
purchaser that it intends to hold this
Certificate for investment and not for
distribution or resale.
Dated
(Signature)
If none of the foregoing boxes is checked, the Trustee shall not be obligated to
register this Certificate in the name of any person other than the registered
holder thereof unless and until the conditions to any such transfer of
registration set forth herein, and in the Pooling and Servicing Agreement have
been satisfied.
TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED:
The undersigned represents and warrants that (i) it is a "qualified
institutional buyer" (as defined in Rule 144A under the Securities Act of 1933,
as amended) and acknowledges that it has received such information as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the registered holder is relying upon
the undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A, and (ii) the undersigned (x) is not an
employee benefit plan subject to the Employee Retirement Income Security Act of
1974, as amended, or a plan subject to Section 4975 of the Internal Revenue Code
of 1986, as amended, and is not using the assets of any such employee benefit or
other plan to acquire this Certificate or (y) is an insurance company investing
assets of its general account and the exemptions provided by Section III(a) of
Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed. Reg. 35925
(July 12, 1995), apply to the acquisition and holding by the undersigned of this
Certificate.
Dated
(Signature)
TO BE COMPLETED BY PURCHASER IF (b) ABOVE IS CHECKED:
The undersigned represents and warrants that (i) it is an institutional
"accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of
Regulation D under the Securities Act of 1933, as amended), and (ii) the
undersigned (x) is not an employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended, or a plan subject to Section
4975 of the Internal Revenue Code of 1986, as amended, and is not using the
assets of any such employee benefit or other plan to acquire this Certificate or
(y) is an insurance company investing assets of its general account and the
exemptions provided by Section III(a) of Department of Labor Prohibited
Transaction Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995), apply to the
acquisition and holding by the undersigned of this Certificate.
Dated
(Signature)
<PAGE>
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES ("BLUE SKY LAWS"), AND SUCH CERTIFICATE MAY NOT BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C) TO AN
INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, IN EACH CASE IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
ANY APPLICABLE BLUE SKY LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY
OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THIS CERTIFICATE.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.
REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-9
evidencing a beneficial ownership interest in a
trust fund which consists primarily of two pools 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 $1,003,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.75% Balance of this Certificate:
$
Cut-off Date:
April 1, 1999
First Distribution Date: CUSIP: 36157RV85
May 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 two pools ("Pool 1" and "Pool 2") 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 April 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 May 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on this Certificate
will be made in the applicable manner described above, after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
<PAGE>
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES ("BLUE SKY LAWS"), AND SUCH CERTIFICATE MAY NOT BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C) TO AN
INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, IN EACH CASE IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
ANY APPLICABLE BLUE SKY LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY
OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THIS CERTIFICATE.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.
REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-9
evidencing a beneficial ownership interest in a
trust fund which consists primarily of two pools of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class B5 Certificate
Principal Balance:
Class B5 $1,253,813.21
Certificate Interest Initial Certificate Principal
Rate per annum: 6.75% Balance of this Certificate:
$
Cut-off Date:
April 1, 1999
First Distribution Date: CUSIP: 36157RV93
May 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 two pools ("Pool 1" and "Pool 2") 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 April 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 May 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on this Certificate
will be made in the applicable manner described above, after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
<PAGE>
EXHIBIT B
PRINCIPAL BALANCE SCHEDULES
Aggregate Pool 1
Distribution Date PAC Balance
Initial Balance............ 150,666,000.00
May 1999................... 150,163,776.22
June 1999.................. 149,582,583.93
July 1999.................. 148,922,762.48
August 1999................ 148,184,501.93
September 1999............. 147,368,043.11
October 1999............... 146,473,677.56
November 1999.............. 145,501,747.44
December 1999.............. 144,452,645.41
January 2000............... 143,326,814.39
February 2000.............. 142,124,772.46
March 2000................. 140,847,061.83
April 2000................. 139,494,274.07
May 2000................... 138,067,049.69
June 2000.................. 136,566,121.80
July 2000.................. 134,992,237.60
August 2000................ 133,346,180.30
September 2000............. 131,628,829.24
October 2000............... 129,841,183.91
November 2000.............. 127,984,316.24
December 2000.............. 126,059,295.64
January 2001............... 124,067,171.11
February 2001.............. 122,009,114.63
March 2001................. 119,886,328.47
April 2001................. 117,700,447.06
May 2001................... 115,453,314.72
June 2001.................. 113,147,163.54
July 2001.................. 110,784,524.30
August 2001................ 108,369,312.08
September 2001............. 105,913,689.67
October 2001............... 103,442,505.28
November 2001.............. 100,987,700.16
December 2001.............. 98,549,169.22
January 2002............... 96,126,808.02
February 2002.............. 93,720,512.83
March 2002................. 91,330,180.59
April 2002................. 88,955,708.91
May 2002................... 86,596,996.08
June 2002.................. 84,253,941.05
July 2002.................. 81,926,443.43
August 2002................ 79,614,403.48
September 2002............. 77,317,722.13
October 2002............... 75,036,300.94
November 2002.............. 72,770,042.14
December 2002.............. 70,518,848.56
January 2003............... 68,282,623.71
February 2003.............. 66,061,271.71
March 2003................. 63,854,697.30
April 2003................. 61,662,805.86
May 2003................... 59,485,503.39
June 2003.................. 57,322,696.49
July 2003.................. 55,174,292.39
August 2003................ 53,040,198.92
September 2003............. 50,920,324.52
October 2003............... 48,814,578.21
November 2003.............. 46,722,869.64
December 2003.............. 44,645,109.03
January 2004............... 42,581,207.19
February 2004.............. 40,531,075.52
March 2004................. 38,494,626.00
April 2004................. 36,471,771.19
May 2004................... 34,584,044.47
June 2004.................. 32,709,510.38
July 2004.................. 30,848,083.54
August 2004................ 28,999,679.09
September 2004............. 27,164,212.75
October 2004............... 25,341,600.79
November 2004.............. 23,552,968.09
December 2004.............. 21,830,312.84
January 2005............... 20,171,584.18
February 2005.............. 18,574,794.09
March 2005................. 17,038,015.47
April 2005................. 15,559,380.40
May 2005................... 14,287,594.92
June 2005.................. 13,066,716.94
July 2005.................. 11,895,090.11
August 2005................ 10,771,109.55
September 2005............. 9,693,220.34
October 2005............... 8,659,915.99
November 2005.............. 7,669,737.00
December 2005.............. 6,721,269.49
January 2006............... 5,813,143.80
February 2006.............. 4,944,033.18
March 2006................. 4,112,652.54
April 2006................. 3,317,757.19
May 2006................... 2,800,110.95
June 2006.................. 2,307,715.18
July 2006.................. 1,839,628.09
August 2006................ 1,394,939.42
September 2006............. 972,769.43
October 2006............... 572,267.98
November 2006.............. 192,613.53
December 2006 and thereafter 0.00
<TABLE>
<CAPTION>
Class 1-A3 TAC Component Balances Class 1-A4 and Class 1-A8 Aggregate TAC Balances
Class 1-A4 and Class 1-A4 and
Class 1-A3 Class 1-A3 Class 1-A8 Class 1-A8
TAC Component TAC Component Aggregate TAC Aggregate TAC
Balance Balance Balance Balance
Distribution Date No. 1 No. 2 No. 1 No. 2
<S> <C> <C> <C> <C>
Initial Balance.. $ 51,000,000.00 $51,000,000.00 $112,693,000.00 $112,693,000.00
May 1999......... 51,270,052.78 51,270,052.78 112,164,018.21 112,164,018.21
June 1999........ 51,535,559.44 51,535,559.44 111,562,274.12 111,562,274.12
July 1999........ 51,796,528.39 51,796,528.39 110,887,803.56 110,887,803.56
August 1999...... 52,052,983.56 52,052,983.56 110,140,775.21 110,140,775.21
September 1999... 52,304,964.55 52,304,964.55 109,321,491.20 109,321,491.20
October 1999..... 52,552,526.68 50,953,915.00 108,430,387.56 108,430,387.56
November 1999.... 52,795,741.03 48,266,337.15 107,468,034.27 107,468,034.27
December 1999.... 53,034,694.45 45,257,755.78 106,435,134.97 106,435,134.97
January 2000..... 53,269,489.43 41,937,954.50 105,332,526.44 105,332,526.44
February 2000.... 53,500,246.21 39,449,369.22 104,161,201.89 103,030,647.02
March 2000....... 53,727,098.09 37,323,664.56 102,922,259.97 100,012,560.52
April 2000....... 53,950,193.57 35,052,019.72 101,616,928.82 96,803,814.98
May 2000......... 54,169,696.06 32,646,358.42 100,246,564.12 93,411,146.54
June 2000........ 54,385,787.18 30,119,937.15 98,812,688.11 89,842,071.24
July 2000........ 54,598,659.82 27,487,012.40 97,316,912.80 86,104,622.49
August 2000...... 54,808,519.75 24,762,846.04 95,760,959.32 82,207,401.19
September 2000... 55,015,590.03 21,963,780.39 94,146,710.92 78,159,723.09
October 2000..... 55,220,112.16 19,107,159.98 92,476,229.71 73,971,642.01
November 2000.... 55,422,341.48 16,211,048.77 90,751,707.43 69,653,766.01
December 2000.... 55,622,540.66 13,293,910.77 88,975,393.45 65,217,011.72
January 2001..... 55,820,978.04 10,374,472.32 87,149,577.24 60,672,533.17
February 2001.... 56,017,938.29 7,471,962.61 85,276,714.73 56,032,083.79
March 2001....... 56,213,714.34 4,605,711.20 83,359,339.05 51,307,709.48
April 2001....... 56,408,637.10 1,795,917.02 81,400,412.25 46,512,768.77
May 2001......... 56,603,056.13 0.00 79,403,110.18 41,661,211.28
June 2001........ 56,797,351.38 0.00 77,370,968.20 36,767,957.53
July 2001........ 56,991,924.14 0.00 75,307,785.52 31,848,542.79
August 2001...... 57,187,275.89 0.00 73,218,562.67 26,921,821.67
September 2001... 57,384,510.95 0.00 71,115,459.90 22,027,329.53
October 2001..... 57,585,628.46 0.00 69,021,399.79 17,234,892.58
November 2001.... 57,793,052.12 0.00 66,964,755.49 12,627,550.24
December 2001.... 58,006,698.59 0.00 64,944,885.16 8,199,431.12
January 2002..... 58,226,486.30 0.00 62,961,155.78 3,944,837.50
February 2002.... 58,452,335.42 0.00 61,012,943.00 0.00
March 2002....... 58,684,167.85 0.00 59,099,631.07 0.00
April 2002....... 58,921,907.19 0.00 57,220,612.67 0.00
May 2002......... 59,165,478.67 0.00 55,375,288.83 0.00
June 2002........ 59,414,809.21 0.00 53,563,068.79 0.00
July 2002........ 59,669,827.30 0.00 51,783,369.94 0.00
August 2002...... 59,930,463.04 0.00 50,035,617.64 0.00
September 2002... 60,196,648.08 0.00 48,319,245.16 0.00
October 2002..... 60,468,315.61 0.00 46,633,693.55 0.00
November 2002.... 60,745,400.33 0.00 44,978,411.52 0.00
December 2002.... 61,027,838.42 0.00 43,352,855.41 0.00
January 2003..... 61,315,567.55 0.00 41,756,488.97 0.00
February 2003.... 61,608,526.79 0.00 40,188,783.34 0.00
March 2003....... 61,906,656.65 0.00 38,649,216.94 0.00
April 2003....... 62,209,899.04 0.00 37,137,275.36 0.00
May 2003......... 62,518,197.23 0.00 35,652,451.22 0.00
June 2003........ 62,831,495.84 0.00 34,194,244.17 0.00
July 2003........ 63,149,740.82 0.00 32,762,160.69 0.00
August 2003...... 63,472,879.44 0.00 31,355,714.06 0.00
September 2003... 63,800,860.23 0.00 29,974,424.25 0.00
October 2003..... 64,133,633.01 0.00 28,617,817.83 0.00
November 2003.... 64,471,148.83 0.00 27,285,427.87 0.00
December 2003.... 64,813,359.98 0.00 25,976,793.84 0.00
January 2004..... 65,160,219.95 0.00 24,691,461.59 0.00
February 2004.... 65,511,683.41 0.00 23,428,983.14 0.00
March 2004....... 65,867,706.20 0.00 22,188,916.73 0.00
April 2004....... 66,228,245.31 0.00 20,970,826.63 0.00
May 2004......... 66,600,779.19 0.00 19,882,213.56 0.00
June 2004........ 66,975,408.58 0.00 18,814,011.32 0.00
July 2004........ 67,352,145.25 0.00 17,765,804.67 0.00
August 2004...... 67,731,001.07 0.00 16,737,184.09 0.00
September 2004... 68,111,987.95 0.00 15,727,745.73 0.00
October 2004..... 68,495,117.88 0.00 14,737,091.29 0.00
November 2004.... 68,880,402.92 0.00 13,743,619.90 0.00
December 2004.... 69,267,855.18 0.00 12,714,863.36 0.00
January 2005..... 69,657,486.87 0.00 11,652,408.37 0.00
February 2005.... 70,049,310.23 0.00 10,557,784.64 0.00
March 2005....... 70,443,337.60 0.00 9,432,466.64 0.00
April 2005....... 70,839,581.38 0.00 8,277,875.36 0.00
May 2005......... 71,238,054.02 0.00 7,016,269.21 0.00
June 2005........ 71,638,768.08 0.00 5,731,013.22 0.00
July 2005........ 72,041,736.15 0.00 4,423,337.73 0.00
August 2005...... 72,446,970.91 0.00 3,094,426.95 0.00
September 2005... 72,854,485.12 0.00 1,745,420.38 0.00
October 2005..... 73,264,291.60 0.00 377,414.27 0.00
November 2005.... 73,072,047.84 0.00 0.00 0.00
December 2005.... 72,123,468.63 0.00 0.00 0.00
January 2006..... 71,162,648.57 0.00 0.00 0.00
February 2006.... 70,190,503.46 0.00 0.00 0.00
March 2006....... 69,207,913.09 0.00 0.00 0.00
April 2006....... 68,215,722.41 0.00 0.00 0.00
May 2006......... 67,108,605.59 0.00 0.00 0.00
June 2006........ 66,000,235.24 0.00 0.00 0.00
July 2006........ 64,891,190.98 0.00 0.00 0.00
August 2006...... 63,782,025.99 0.00 0.00 0.00
September 2006... 62,673,267.91 0.00 0.00 0.00
October 2006..... 61,565,419.72 0.00 0.00 0.00
November 2006.... 60,458,960.66 0.00 0.00 0.00
December 2006.... 59,187,359.30 0.00 0.00 0.00
January 2007..... 57,744,710.24 0.00 0.00 0.00
February 2007.... 56,323,298.90 0.00 0.00 0.00
March 2007....... 54,922,801.74 0.00 0.00 0.00
April 2007....... 53,542,899.77 0.00 0.00 0.00
May 2007......... 52,301,750.26 0.00 0.00 0.00
June 2007........ 51,078,021.15 0.00 0.00 0.00
July 2007........ 49,871,444.68 0.00 0.00 0.00
August 2007...... 48,681,756.87 0.00 0.00 0.00
September 2007... 47,508,697.49 0.00 0.00 0.00
October 2007..... 46,352,009.99 0.00 0.00 0.00
November 2007.... 45,211,441.43 0.00 0.00 0.00
December 2008.... 44,086,742.48 0.00 0.00 0.00
January 2008..... 42,977,667.32 0.00 0.00 0.00
February 2008.... 41,883,973.64 0.00 0.00 0.00
March 2008....... 40,805,422.53 0.00 0.00 0.00
April 2008....... 39,741,778.47 0.00 0.00 0.00
May 2008......... 38,792,281.89 0.00 0.00 0.00
June 2008........ 37,854,530.82 0.00 0.00 0.00
July 2008........ 36,928,351.54 0.00 0.00 0.00
August 2008...... 36,013,572.69 0.00 0.00 0.00
September 2008... 35,110,025.15 0.00 0.00 0.00
October 2008..... 34,217,542.12 0.00 0.00 0.00
November 2008.... 33,335,958.98 0.00 0.00 0.00
December 2008.... 32,465,113.33 0.00 0.00 0.00
January 2009..... 31,604,844.95 0.00 0.00 0.00
February 2009.... 30,754,995.74 0.00 0.00 0.00
March 2009....... 29,915,409.71 0.00 0.00 0.00
April 2009....... 29,085,932.97 0.00 0.00 0.00
May 2009......... 28,266,413.65 0.00 0.00 0.00
June 2009........ 27,456,701.93 0.00 0.00 0.00
July 2009........ 26,656,649.98 0.00 0.00 0.00
August 2009...... 25,886,111.93 0.00 0.00 0.00
September 2009... 25,084,943.85 0.00 0.00 0.00
October 2009..... 24,313,003.74 0.00 0.00 0.00
November 2009.... 23,550,151.47 0.00 0.00 0.00
December 2009.... 22,796,248.79 0.00 0.00 0.00
January 2010..... 22,051,159.27 0.00 0.00 0.00
February 2010.... 21,314,748.29 0.00 0.00 0.00
March 2010....... 20,586,883.03 0.00 0.00 0.00
April 2010....... 19,867,432.42 0.00 0.00 0.00
May 2010......... 19,156,267.14 0.00 0.00 0.00
June 2010........ 18,453,259.56 0.00 0.00 0.00
July 2010........ 17,758,283.76 0.00 0.00 0.00
August 2010...... 17,071,215.47 0.00 0.00 0.00
September 2010... 16,391,932.09 0.00 0.00 0.00
October 2010..... 15,720,312.60 0.00 0.00 0.00
November 2010.... 15,056,237.60 0.00 0.00 0.00
December 2010.... 14,399,589.28 0.00 0.00 0.00
January 2011..... 13,750,251.35 0.00 0.00 0.00
February 2011.... 13,108,109.08 0.00 0.00 0.00
March 2011....... 12,473,049.24 0.00 0.00 0.00
April 2011....... 11,844,960.09 0.00 0.00 0.00
May 2011......... 11,223,731.35 0.00 0.00 0.00
June 2011........ 10,609,254.21 0.00 0.00 0.00
July 2011........ 10,001,421.27 0.00 0.00 0.00
August 2011...... 9,400,126.55 0.00 0.00 0.00
September 2011... 8,805,265.46 0.00 0.00 0.00
October 2011..... 8,216,734.76 0.00 0.00 0.00
November 2011.... 7,634,432.58 0.00 0.00 0.00
December 2011.... 7,058,258.38 0.00 0.00 0.00
January 2012..... 6,488,112.94 0.00 0.00 0.00
February 2012.... 5,923,898.31 0.00 0.00 0.00
March 2012....... 5,365,517.84 0.00 0.00 0.00
April 2012....... 4,812,876.14 0.00 0.00 0.00
May 2012......... 4,265,879.04 0.00 0.00 0.00
June 2012........ 3,724,433.63 0.00 0.00 0.00
July 2012........ 3,188,448.16 0.00 0.00 0.00
August 2012...... 2,657,832.11 0.00 0.00 0.00
September 2012... 2,132,654.14 0.00 0.00 0.00
October 2012..... 1,612,664.84 0.00 0.00 0.00
November 2012.... 1,097,777.20 0.00 0.00 0.00
December 2012.... 587,905.34 0.00 0.00 0.00
January 2013..... 82,964.48 0.00 0.00 0.00
February 2013 and
thereafter..... 0.00 0.00 0.00 0.00
</TABLE>
<PAGE>
EXHIBIT C
MORTGAGE LOANS
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 1
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0004891677 MORTGAGORS: PHILLIPS GAIL
REGION CODE ADDRESS : 4025 ALTA MESA DRIVE
01 CITY : STUDIO CITY
STATE/ZIP : CA 91604
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,213.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,466.50 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 02/01/22
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 76.54321
----------------------------------------------------------------------------
0 0004950705 MORTGAGORS: BOCKMAN DAVID
BOCKMAN ELVIA
REGION CODE ADDRESS : 24589 SECOND STREET
01 CITY : HAYWARD
STATE/ZIP : CA 94541
MORTGAGE AMOUNT : 245,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 228,222.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,927.42 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 02/01/22
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 69.01408
----------------------------------------------------------------------------
0 0005439484 MORTGAGORS: YUAN JOSEPH
YUAN THERESA
REGION CODE ADDRESS : 20027 LASSEN STREET
02 CITY : CHATSWORTH
STATE/ZIP : CA 91311
MORTGAGE AMOUNT : 260,137.25 OPTION TO CONVERT :
UNPAID BALANCE : 240,249.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,295.56 OUTSIDE CONV DATE :
LIFETIME RATE : 9.87500 MATURITY DATE : 05/01/19
CURRENT INT RATE: 9.87500 PRODUCT CODE : 002
LTV : 78.82947
----------------------------------------------------------------------------
0 0005452230 MORTGAGORS: JAHNKE EDWARD
JAHNKE BARBARA
REGION CODE ADDRESS : 800 ARDEN ROAD
01 CITY : PASADENA
STATE/ZIP : CA 91106
MORTGAGE AMOUNT : 494,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 441,306.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,714.27 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 08/01/22
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0005465927 MORTGAGORS: BARRAGAN SALVADOR
LIMP LYNNE
REGION CODE ADDRESS : 2011 RUHLAND AVENUE #B
01 CITY : REDONDO BEACH
STATE/ZIP : CA 90278
MORTGAGE AMOUNT : 266,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,151.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,140.30 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 08/01/22
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,575,537.25
P & I AMT: 12,544.05 UPB AMT: 1,449,143.24
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 2
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0005508510 MORTGAGORS: SALVI KIRITKUMAR
SALVI REKHABEN
REGION CODE ADDRESS : 9 FRANCISCAN PLACE
01 CITY : POMONA
STATE/ZIP : CA 91766
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 219,005.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,922.28 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 08/01/22
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 50.00000
----------------------------------------------------------------------------
0 0005508965 MORTGAGORS: BERRY SCOTT
BERRY CHERYL
REGION CODE ADDRESS : 3 DEER CREEK
01 CITY : IRVINE
STATE/ZIP : CA 92714
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,084.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,152.96 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 08/01/22
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0005512330 MORTGAGORS: YEN THOMAS
YEN SU MEI
REGION CODE ADDRESS : 5 RIMROCK
01 CITY : IRVINE
STATE/ZIP : CA 92715
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 336,134.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,736.26 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 08/01/22
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 66.05500
----------------------------------------------------------------------------
0 0005514328 MORTGAGORS: LARES ALFRED
REGION CODE ADDRESS : 27581 SONCILLO
01 CITY : MISSION VIEJO
STATE/ZIP : CA 92691
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 223,162.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,983.36 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 08/01/22
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 77.27272
----------------------------------------------------------------------------
0 0005514336 MORTGAGORS: LEE HAE YUEN
LEE HONG JA
REGION CODE ADDRESS : 1116 VERA CRUZ STREET
01 CITY : MONTEBELLO
STATE/ZIP : CA 90640
MORTGAGE AMOUNT : 219,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 205,741.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,708.80 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 08/01/22
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 74.98293
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,364,700.00
P & I AMT: 10,503.66 UPB AMT: 1,239,129.57
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 3
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0005515010 MORTGAGORS: CASTILLO REYNALDO
CASTILLO ELISEA
REGION CODE ADDRESS : 5153 MOUNT HELENA AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90041
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,817.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,488.93 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 08/01/22
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 84.21000
----------------------------------------------------------------------------
0 0005515655 MORTGAGORS: RAMIL ROMEO
RAMIL MADELEINE
REGION CODE ADDRESS : 3770 DEEDHAM DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95148
MORTGAGE AMOUNT : 248,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 232,975.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,935.14 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 08/01/22
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0005517941 MORTGAGORS: MARR BLAKE
DAVIS REBECCA
REGION CODE ADDRESS : 43623 TONICA RD.
01 CITY : FREMONT
STATE/ZIP : CA 94539
MORTGAGE AMOUNT : 291,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 226,578.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,237.54 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 08/01/22
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 88.18181
----------------------------------------------------------------------------
0 0005521026 MORTGAGORS: STUART KENNETH
STUART BARBARA
REGION CODE ADDRESS : 110 RIVER RIDGE WAY
01 CITY : FOLSOM
STATE/ZIP : CA 95630
MORTGAGE AMOUNT : 223,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 206,164.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,754.34 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 09/01/22
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 84.15000
----------------------------------------------------------------------------
0 0005521257 MORTGAGORS: WEBB RALPH
WEBB YOLANDA
REGION CODE ADDRESS : 9922 BACANORA AVENUE
01 CITY : WHITTIER
STATE/ZIP : CA 90603
MORTGAGE AMOUNT : 224,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 209,461.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,722.37 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 08/01/22
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 79.15100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,306,800.00
P & I AMT: 10,138.32 UPB AMT: 1,171,997.95
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 4
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0005521315 MORTGAGORS: ARENA FRANK
ARENA SUSAN
REGION CODE ADDRESS : 337 PURDY AVENUE
01 CITY : PLACENTIA
STATE/ZIP : CA 92670
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 262,210.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,177.81 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 08/01/22
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0005521380 MORTGAGORS: REINHARDT PAUL
REINHARDT REBECCA
REGION CODE ADDRESS : 9305 PENBROOK COURT
01 CITY : ELK GROVE
STATE/ZIP : CA 95758
MORTGAGE AMOUNT : 251,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 228,967.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,929.97 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 08/01/22
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 89.99641
----------------------------------------------------------------------------
0 0005521885 MORTGAGORS: WALSH THOMAS
REGION CODE ADDRESS : 1419-1421 AMAPOLA AVENUE
03 CITY : TORRANCE
STATE/ZIP : CA 90501
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,986.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,450.04 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 08/01/22
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0005524335 MORTGAGORS: GLUM THEODORE
GLUM MARY
REGION CODE ADDRESS : 6249 STANLEY AVENUE
01 CITY : CARMICHAEL
STATE/ZIP : CA 95608
MORTGAGE AMOUNT : 260,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,146.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,999.94 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 09/01/22
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0005528112 MORTGAGORS: RIVERA ERNESTO
RIVERA BENILDA
REGION CODE ADDRESS : 21255 TRAIL RIDGE
01 CITY : YORBA LINDA
STATE/ZIP : CA 92686
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 329,039.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,784.76 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 09/01/22
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 79.18500
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,456,100.00
P & I AMT: 11,342.52 UPB AMT: 1,358,349.84
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 5
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007688443 MORTGAGORS: YANG PAO-WEN
YANG TENN-HWA
REGION CODE ADDRESS : 501-503 A & B W LINDA VISTA
01 CITY : ALHAMBRA
STATE/ZIP : CA 91801
MORTGAGE AMOUNT : 233,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 227,512.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,714.08 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 04/01/28
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 68.70588
----------------------------------------------------------------------------
0 0007702970 MORTGAGORS: DAVIS KRIS
DAVIS ELIZABETH
REGION CODE ADDRESS : 22681 WHITE OAKS
01 CITY : MISSION VIEJO
STATE/ZIP : CA 92692
MORTGAGE AMOUNT : 415,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 412,222.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,761.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.99229
----------------------------------------------------------------------------
0 0007734569 MORTGAGORS: MULL MARIE
REGION CODE ADDRESS : 25371 AVENIDA RONADA, VALENCIA AREA
01 CITY : SANTA CLARITA
STATE/ZIP : CA 91355
MORTGAGE AMOUNT : 165,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 164,126.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,153.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.98000
----------------------------------------------------------------------------
0 0007748973 MORTGAGORS: RUTT LORING
REGION CODE ADDRESS : 475 ORANGE GROVE CIRCLE
03 CITY : PASADENA
STATE/ZIP : CA 91105
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 447,066.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,223.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 07/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 250
LTV : 32.14200
----------------------------------------------------------------------------
0 0007749047 MORTGAGORS: DRAGICEVIC RADE
DRAGICEVIC MATIJA
REGION CODE ADDRESS : 1154 AVONOAK TERRACE
03 CITY : GLENDALE
STATE/ZIP : CA 91206
MORTGAGE AMOUNT : 412,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 410,422.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,955.20 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.75000 PRODUCT CODE : 250
LTV : 75.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,676,100.00
P & I AMT: 11,807.86 UPB AMT: 1,661,350.58
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 6
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007749542 MORTGAGORS: ASBILLE DANNY
ASBILLE SALLY
REGION CODE ADDRESS : 3626 HYACINTH DRIVE
03 CITY : SAN DIEGO
STATE/ZIP : CA 92106
MORTGAGE AMOUNT : 495,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 493,275.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,467.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 90.00000
----------------------------------------------------------------------------
0 0007749773 MORTGAGORS: TAYLOR CHRISTOPHER
FINNEY-TAYLOR KYLE
REGION CODE ADDRESS : 15808 VALLEY VISTA BOULEVARD
03 CITY : ENCINO AREA) LOS ANGELES
STATE/ZIP : CA 91436
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 447,617.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,146.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 72.00000
----------------------------------------------------------------------------
0 0007749880 MORTGAGORS: KESSLER JENNIFER
REGION CODE ADDRESS : 11017 WILLOWBRAE AVENUE
03 CITY : CHATSWORTH
STATE/ZIP : CA 91311
MORTGAGE AMOUNT : 468,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 464,560.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,192.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0007749997 MORTGAGORS: PRESCOTT PETER
REGION CODE ADDRESS : 30442 MARBELLA VISTA
03 CITY : SAN JUAN CAPISTRANO
STATE/ZIP : CA 92675
MORTGAGE AMOUNT : 429,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 426,729.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,999.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 60.42200
----------------------------------------------------------------------------
0 0007750060 MORTGAGORS: MOURAD SALIM
MOURAD AMAL
REGION CODE ADDRESS : 1427 MIRAMONTE AVENUE
03 CITY : LOS ALTOS
STATE/ZIP : CA 94024
MORTGAGE AMOUNT : 499,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 497,237.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,453.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 49.99500
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,342,850.00
P & I AMT: 16,259.11 UPB AMT: 2,329,420.02
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 7
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007750086 MORTGAGORS: MATHUR DEEPAK
MATHUR NUTAN
REGION CODE ADDRESS : 8860 EAST CRESTVIEW LANE
03 CITY : ANAHEIM
STATE/ZIP : CA 92808
MORTGAGE AMOUNT : 269,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 268,371.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,025.41 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 8.25000 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0007752553 MORTGAGORS: ZADEH REUBEN
REGION CODE ADDRESS : 2410 SOUTH HALM AVENUE
03 CITY : LOS ANGELES
STATE/ZIP : CA 90034
MORTGAGE AMOUNT : 221,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 220,107.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,472.98 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 250
LTV : 79.98500
----------------------------------------------------------------------------
0 0007799984 MORTGAGORS: TINGLER GRAHAM
TINGLER MICHELLE
REGION CODE ADDRESS : 1421 PRISCILLA LANE
01 CITY : NEWPORT BEACH
STATE/ZIP : CA 92660
MORTGAGE AMOUNT : 364,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 360,561.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,514.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 04/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007800030 MORTGAGORS: MULL CRAIG
MULL MARY
REGION CODE ADDRESS : 108 SOMBRERO WAY
01 CITY : FOLSOM
STATE/ZIP : CA 95630
MORTGAGE AMOUNT : 238,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 233,522.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,725.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 06/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 94.44400
----------------------------------------------------------------------------
0 0007800196 MORTGAGORS: ZOSCAK DAVID
ZOSCAK LISA
REGION CODE ADDRESS : 25121 MAMMOTH CIRCLE
01 CITY : LAKE FOREST
STATE/ZIP : CA 92630
MORTGAGE AMOUNT : 313,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 311,199.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,189.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 89.97100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,406,100.00
P & I AMT: 9,927.37 UPB AMT: 1,393,762.88
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 8
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007800394 MORTGAGORS: LEON MARK
LEON JULIE
REGION CODE ADDRESS : 10159 HERMOSA WAY
01 CITY : LA MESA
STATE/ZIP : CA 91941
MORTGAGE AMOUNT : 254,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,480.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,668.60 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007800402 MORTGAGORS: MOLINA JOHN
MOLINA MICHELLE
REGION CODE ADDRESS : 2625-2627 EAST OCEAN BOULEVARD
01 CITY : LONG BEACH
STATE/ZIP : CA 90803
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 647,030.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,434.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 11/01/28
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 78.50200
----------------------------------------------------------------------------
0 0007800410 MORTGAGORS: NANCHY THOMAS
NANCHY TINA
REGION CODE ADDRESS : 2616 BON VIEW AVENUE
01 CITY : ONTARIO
STATE/ZIP : CA 91761
MORTGAGE AMOUNT : 149,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 149,500.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,048.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.99500
----------------------------------------------------------------------------
0 0007800428 MORTGAGORS: HERBERTS CURT
HERBERTS MELISSA
REGION CODE ADDRESS : 465 SAN BERNARDINO AVENUE
01 CITY : NEWPORT BEACH
STATE/ZIP : CA 92663
MORTGAGE AMOUNT : 600,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 598,479.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,941.58 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------------------
0 0007801160 MORTGAGORS: BACA JAMES
BACA CINDY
REGION CODE ADDRESS : 6210 EAST BLAIRWOOD LANE
01 CITY : ORANGE
STATE/ZIP : CA 92867
MORTGAGE AMOUNT : 550,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 549,073.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,613.11 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 70.96700
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,203,950.00
P & I AMT: 14,705.92 UPB AMT: 2,196,563.57
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 9
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007801178 MORTGAGORS: SALAZAR PAUL
SALAZAR JOYCE
REGION CODE ADDRESS : 2670 WEST KEARNY LANE
01 CITY : LA HABRA
STATE/ZIP : CA 90631
MORTGAGE AMOUNT : 265,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,204.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,857.12 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007801186 MORTGAGORS: MILLETT GREGG
MILLETT KATHLEEN
REGION CODE ADDRESS : 16809 MULBERRY CIRCLE
01 CITY : FOUNTAIN VALLEY
STATE/ZIP : CA 92708
MORTGAGE AMOUNT : 246,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,651.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,762.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 94.98000
----------------------------------------------------------------------------
0 0007801244 MORTGAGORS: ACIERNO THOMAS
REGION CODE ADDRESS : 1247 BANGOR STREET
01 CITY : SAN DIEGO
STATE/ZIP : CA 92106\
MORTGAGE AMOUNT : 435,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 434,319.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,967.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0007801251 MORTGAGORS: LISTUG STEVEN
LISTUG HEIDI
REGION CODE ADDRESS : 629 WAKEROBIN LANE
01 CITY : SAN RAFAEL
STATE/ZIP : CA 94903
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,482.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,969.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007801269 MORTGAGORS: SAMMON G
SAMMON DEBRA
REGION CODE ADDRESS : 537 ALMANOR STREET
01 CITY : PETALUMA
STATE/ZIP : CA 94954
MORTGAGE AMOUNT : 284,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,521.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,865.68 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,526,600.00
P & I AMT: 10,421.95 UPB AMT: 1,524,179.34
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 10
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007801509 MORTGAGORS: CRAIN MICHAEL
CRAIN THERESA
REGION CODE ADDRESS : 2360 ALSACE COURT
01 CITY : LIVERMORE
STATE/ZIP : CA 94550
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,440.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,262.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007801582 MORTGAGORS: JEFFERS WILLIAM
REGION CODE ADDRESS : 6240 EAGLES RUN ROAD
01 CITY : LIVERMORE
STATE/ZIP : CA 94550
MORTGAGE AMOUNT : 545,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 544,188.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,810.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 67.28300
----------------------------------------------------------------------------
0 0007801590 MORTGAGORS: WEBB MELVIN
WEBB JOAN
REGION CODE ADDRESS : 25205 BARONET ROAD
01 CITY : SALINAS
STATE/ZIP : CA 93908
MORTGAGE AMOUNT : 299,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,754.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,092.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007801608 MORTGAGORS: BROWN PHILIP
BROWN CHRISTINA
REGION CODE ADDRESS : 137-B SOUTHAMPTON LANE
01 CITY : SANTA CRUZ
STATE/ZIP : CA 95062
MORTGAGE AMOUNT : 285,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 285,302.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,949.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0007801616 MORTGAGORS: HAMMEL SCOTT
HAMMEL LYNDA
REGION CODE ADDRESS : 1686 SORREL DRIVE
01 CITY : WALNUT CREEK
STATE/ZIP : CA 94598
MORTGAGE AMOUNT : 649,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 648,835.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,378.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 74.70100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,119,850.00
P & I AMT: 14,492.62 UPB AMT: 2,116,522.70
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 11
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007801624 MORTGAGORS: PFEIFFER KARL
CAVALLARO GRACE
REGION CODE ADDRESS : 1552 ST. HELENA DRIVE
01 CITY : DANVILLE
STATE/ZIP : CA 94526
MORTGAGE AMOUNT : 324,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 323,517.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,265.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007801657 MORTGAGORS: WALORINTA WAYNE
WALORINTA GAYLE
REGION CODE ADDRESS : 8177 PESCADERO CREEK ROAD
01 CITY : PESCADERO
STATE/ZIP : CA 94021
MORTGAGE AMOUNT : 334,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 333,490.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,306.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 76.78100
----------------------------------------------------------------------------
0 0007801665 MORTGAGORS: REFUERZO DAVE
KNIGHT JUDY
REGION CODE ADDRESS : 1034 FARRAGUT DRIVE
01 CITY : FREMONT
STATE/ZIP : CA 94539
MORTGAGE AMOUNT : 370,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 369,449.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,587.10 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 74.00000
----------------------------------------------------------------------------
0 0007801681 MORTGAGORS: TULLY RYAN
DUFFEY KENTA
REGION CODE ADDRESS : 14345 SADDLE MOUNTAIN DRIVE
01 CITY : LOS ALTOS HILLS
STATE/ZIP : CA 94022
MORTGAGE AMOUNT : 550,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 549,117.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,705.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 31.70000
----------------------------------------------------------------------------
0 0007801699 MORTGAGORS: BURRISS MARK
BURRISS TRACY
REGION CODE ADDRESS : 1313 LOS ARBOLES AVENUE
01 CITY : SUNNYVALE
STATE/ZIP : CA 94087
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 359,408.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,395.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,938,000.00
P & I AMT: 13,259.97 UPB AMT: 1,934,982.68
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 12
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007801707 MORTGAGORS: GUTIERREZ LORI
GUTIERREZ DAVID
REGION CODE ADDRESS : 5047 BEL CANTO DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95124
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,539.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,862.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0019815174 MORTGAGORS: O'DONNELL JOSEPH
O'DONNELL CARMELITA
REGION CODE ADDRESS : 2644 JALNA LANE
00 CITY : FALLBROOK
STATE/ZIP : CA 81117
MORTGAGE AMOUNT : 700,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 646,319.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,258.87 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 02/01/26
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0031689680 MORTGAGORS: KANE STEPHEN
KANE REBECCA
REGION CODE ADDRESS : 25282 STAGELINE DRIVE
01 CITY : LAGUNA HILLS
STATE/ZIP : CA 92653
MORTGAGE AMOUNT : 460,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 456,849.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,216.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 07/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0031737414 MORTGAGORS: FLYNN STEPHEN
FLYNN SUZAN
REGION CODE ADDRESS : 3541 CORTE ESPERANZA
01 CITY : CARLSBAD
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 606,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 603,963.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,714.58 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 10/01/28
CURRENT INT RATE: 8.62500 PRODUCT CODE : 250
LTV : 73.92073
----------------------------------------------------------------------------
0 0031775174 MORTGAGORS: MITSINGAS ANTHONY
REGION CODE ADDRESS : 1738 SOMERLANE STREET
01 CITY : EL CAJON
STATE/ZIP : CA 92021
MORTGAGE AMOUNT : 153,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 151,947.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,056.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 68.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,199,150.00
P & I AMT: 16,109.43 UPB AMT: 2,138,619.91
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 13
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031843782 MORTGAGORS: SARDESAI AMEET
SARDESAI MONICA
REGION CODE ADDRESS : 34465 WILLOW LANE
01 CITY : UNION CITY
STATE/ZIP : CA 94587
MORTGAGE AMOUNT : 392,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 392,303.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,514.19 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 89.99900
----------------------------------------------------------------------------
0 0031892607 MORTGAGORS: FISHER DONALD
FISHER CATHERINE
REGION CODE ADDRESS : 710 EAST DALTON AVENUE
01 CITY : GLENDORA
STATE/ZIP : CA 91741
MORTGAGE AMOUNT : 258,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,345.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,826.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 89.00000
----------------------------------------------------------------------------
0 0031914047 MORTGAGORS: CHAPMAN EDDIE
CHAPMAN MICHELE
REGION CODE ADDRESS : 14025 SADDLEWOOD DRIVE
01 CITY : POWAY
STATE/ZIP : CA 92064
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,756.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,210.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031917636 MORTGAGORS: RAHIMZADEH HOSSEIN
RAHIMZADEH FAHIMEH
REGION CODE ADDRESS : 22121 BURBANK BOULEVARD
01 CITY : WOODLAND HILLS
STATE/ZIP : CA 91367
MORTGAGE AMOUNT : 120,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 119,899.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 788.31 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031933864 MORTGAGORS: HAZELL CURTIS
DOYLE PATRICIA
REGION CODE ADDRESS : 548 N MISSION DRIVE
01 CITY : SAN GABRIEL
STATE/ZIP : CA 91775
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,564.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,968.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,375,750.00
P & I AMT: 9,307.91 UPB AMT: 1,373,869.82
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 14
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031939267 MORTGAGORS: WEED KENT
PENDERGAST KIM
REGION CODE ADDRESS : 132 NORTH ALMONT DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90048
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,293.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,046.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 50.00000
----------------------------------------------------------------------------
0 0031939283 MORTGAGORS: TOMA JAMES
TOMA LENA
REGION CODE ADDRESS : 18805 TOMAHAWK STREET
01 CITY : FOUNTAIN VALLEY
STATE/ZIP : CA 92708
MORTGAGE AMOUNT : 266,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,551.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,747.43 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 72.87600
----------------------------------------------------------------------------
0 0031939986 MORTGAGORS: JESPERSON RICHARD
JESPERSON SANDRA
REGION CODE ADDRESS : 32122 RANCHO CIELO
01 CITY : TRABUCO CANYON
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 357,112.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,425.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031940190 MORTGAGORS: FULLERTON KATRINE
FULLERTON IAN
REGION CODE ADDRESS : 3324 AXFORD ROAD,
01 CITY : SANTA CRUZ
STATE/ZIP : CA 95062
MORTGAGE AMOUNT : 315,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 314,481.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,125.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 94.99800
----------------------------------------------------------------------------
0 0031940257 MORTGAGORS: MENEZES ALLEN
MENEZES LINDA
REGION CODE ADDRESS : 3308 AXFORD ROAD
01 CITY : SANTA CRUZ
STATE/ZIP : CA 95062
MORTGAGE AMOUNT : 329,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 328,049.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,081.09 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 12/01/28
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 79.99018
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,570,750.00
P & I AMT: 10,426.03 UPB AMT: 1,564,489.61
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 15
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031940729 MORTGAGORS: BROCK DOUGLAS
BROCK RENEE
REGION CODE ADDRESS : 25242 OVERLAND DRIVE
01 CITY : VOLCANO
STATE/ZIP : CA 95689
MORTGAGE AMOUNT : 200,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 199,831.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,313.86 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031940794 MORTGAGORS: HORKAN CHARLES
HORKAN MARY
REGION CODE ADDRESS : 10732 ROCHESTER AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90024
MORTGAGE AMOUNT : 322,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 321,241.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,196.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 60.75400
----------------------------------------------------------------------------
0 0031941263 MORTGAGORS: DICKSON ROBERT
DICKSON JANET
REGION CODE ADDRESS : 28058 LIANA LANE
01 CITY : VALENCIA AREA
STATE/ZIP : CA 91354
MORTGAGE AMOUNT : 292,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 291,196.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,967.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031941644 MORTGAGORS: PUENTES MANUEL
PUENTES JULIE
REGION CODE ADDRESS : 301 CALLE DESCANSO
01 CITY : SAN CLEMENTE
STATE/ZIP : CA 92673
MORTGAGE AMOUNT : 249,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,384.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,656.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 67.47900
----------------------------------------------------------------------------
0 0031942006 MORTGAGORS: ORR CHARLES
ORR VICTORIA
REGION CODE ADDRESS : 348 CANYON FALLS DRIVE
01 CITY : FOLSOM
STATE/ZIP : CA 95630
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,853.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,002.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 72.50000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,353,000.00
P & I AMT: 9,137.30 UPB AMT: 1,349,507.27
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 16
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031942220 MORTGAGORS: LANE ARTHUR
LANE LORRAINE
REGION CODE ADDRESS : 16340 SAN RAMON DRIVE
01 CITY : MORGAN HILL
STATE/ZIP : CA 95037
MORTGAGE AMOUNT : 352,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 351,961.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,434.64 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031942550 MORTGAGORS: CANNAVA ANDREW
REGION CODE ADDRESS : 7536 LOLINA LANE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90046
MORTGAGE AMOUNT : 556,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 555,172.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,887.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 77.76200
----------------------------------------------------------------------------
0 0031942790 MORTGAGORS: GUNNING KEVIN
REGION CODE ADDRESS : 3323 ALEGRE LANE
01 CITY : ALTADENA
STATE/ZIP : CA 91001
MORTGAGE AMOUNT : 345,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 344,446.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,324.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 70.40800
----------------------------------------------------------------------------
0 0031943343 MORTGAGORS: QUAKENBUSH MICHAL ANNE
QUAKENBUSH ERIC
REGION CODE ADDRESS : 3 DUTCH VALLEY LANE
01 CITY : SAN ANSELMO
STATE/ZIP : CA 94960
MORTGAGE AMOUNT : 556,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 554,754.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,887.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031943475 MORTGAGORS: ETEMAD SAID
ETEMAD SHIDEH
REGION CODE ADDRESS : 11740 ANGELIQUE STREET
01 CITY : SAN DIEGO
STATE/ZIP : CA 92131
MORTGAGE AMOUNT : 364,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 363,458.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,545.14 OUTSIDE CONV DATE :\
LIFETIME RATE : 7.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,173,500.00
P & I AMT: 15,079.37 UPB AMT: 2,169,793.02
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 17
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031947237 MORTGAGORS: YAHYAI MOHAMMAD
YAHYAI CRISTINA
REGION CODE ADDRESS : 14311 RANCHO SANTA FE LAKES DRIVE
01 CITY : RANCHO SANTA FE
STATE/ZIP : CA 92067
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 649,453.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,270.04 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 70.65200
----------------------------------------------------------------------------
0 0031947849 MORTGAGORS: RENTZER GAIL
RENTZER ROBERT
REGION CODE ADDRESS : 5011 CASA DRIVE
01 CITY : TARZANA AREA LOS ANGELES
STATE/ZIP : CA 91356
MORTGAGE AMOUNT : 295,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,775.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,037.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 47.58000
----------------------------------------------------------------------------
0 0031948284 MORTGAGORS: GOMEZ ORLANDO
GOMEZ EVELIA
REGION CODE ADDRESS : 1138 KEY AVENUE
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94124
MORTGAGE AMOUNT : 251,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,567.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,781.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
0 0031953045 MORTGAGORS: JOHE LESTER
JOHE JILL
REGION CODE ADDRESS : 3023 KITTERY AVENUE
01 CITY : SAN RAMON
STATE/ZIP : CA 94583
MORTGAGE AMOUNT : 276,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,523.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,790.13 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031954340 MORTGAGORS: LIEBLING JEROME
ALLEN-LIEBLING GLENDA
REGION CODE ADDRESS : 10460 FAIRWAY LANE
01 CITY : CARMEL
STATE/ZIP : CA 93923
MORTGAGE AMOUNT : 279,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,259.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,812.83 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 50.81800
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,752,250.00
P & I AMT: 11,692.36 UPB AMT: 1,750,580.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 18
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031954597 MORTGAGORS: LOHNEISS WILLIAM
LOHNEISS AMY
REGION CODE ADDRESS : 8950 MT.ISRAEL ROAD,
01 CITY : ESCONDIDO
STATE/ZIP : CA 92029
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 359,697.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,364.94 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------------------
0 0031954621 MORTGAGORS: TEXEIRA TERRI
BLOOM MELISSA
REGION CODE ADDRESS : 6433 WESTOVER
01 CITY : OAKLAND
STATE/ZIP : CA 94611
MORTGAGE AMOUNT : 306,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 305,761.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,087.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 74.63400
----------------------------------------------------------------------------
0 0031954647 MORTGAGORS: SUCHARCZUK GUY
REGION CODE ADDRESS : 765 MAHOGANY LANE
01 CITY : SUNNYVALE
STATE/ZIP : CA 94086
MORTGAGE AMOUNT : 352,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 351,725.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,401.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 74.89300
----------------------------------------------------------------------------
0 0031955438 MORTGAGORS: VALERIO ARIOSTO
VALERIO ELENITA
REGION CODE ADDRESS : 2813 COUNTRYWOOD LANE
01 CITY : WEST COVINA
STATE/ZIP : CA 91791
MORTGAGE AMOUNT : 540,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 539,557.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,592.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 69.67742
----------------------------------------------------------------------------
0 0031956170 MORTGAGORS: CANAAN CHRISTOPHER
CANAAN REVA
REGION CODE ADDRESS : 949 JEANETTE AVENUE
01 CITY : THOUSAND OAKS
STATE/ZIP : CA 91362
MORTGAGE AMOUNT : 378,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 377,690.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,514.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 72.69200
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,936,000.00
P & I AMT: 12,961.14 UPB AMT: 1,934,431.78
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 19
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031958465 MORTGAGORS: VERGARA GREG
VERGARA ELENA
REGION CODE ADDRESS : 2553 JASMINE COURT
01 CITY : LA VERNE
STATE/ZIP : CA 91750
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,860.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,294.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/19
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 85.79700
----------------------------------------------------------------------------
0 0031958473 MORTGAGORS: JOHNSON TIMOTHY
JOHNSON JANETTE
REGION CODE ADDRESS : 3876 EAST LUCAS COURT
01 CITY : SIMI VALLEY
STATE/ZIP : CA 93063
MORTGAGE AMOUNT : 251,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,535.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,676.23 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 89.99821
----------------------------------------------------------------------------
0 0031958978 MORTGAGORS: ONEILL THOMAS
ONEILL PATRICIA
REGION CODE ADDRESS : 270 FAIRVIEW COURT
01 CITY : PETALUMA
STATE/ZIP : CA 94952
MORTGAGE AMOUNT : 312,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 311,301.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,181.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 78.00000
----------------------------------------------------------------------------
0 0031959778 MORTGAGORS: CORONADO GILBERTO
CAVERO JANETH
REGION CODE ADDRESS : 603 CHERRY AVENUE
01 CITY : SAN BRUNO
STATE/ZIP : CA 94066
MORTGAGE AMOUNT : 274,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,274.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,826.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0031961196 MORTGAGORS: BOWLES CRAIG
BOWLES JILL
REGION CODE ADDRESS : 4272 CORTE FAMOSA
01 CITY : SAN DIEGO
STATE/ZIP : CA 92130
MORTGAGE AMOUNT : 281,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,567.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,869.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 67.71000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,415,450.00
P & I AMT: 9,848.44 UPB AMT: 1,409,539.88
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 20
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031961659 MORTGAGORS: NEAL CHRISTOPHER
ISAAC STEPHANIE
REGION CODE ADDRESS : 8865 WONDERLAND AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90046
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 399,309.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,594.40 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 74.21100
----------------------------------------------------------------------------
0 0031962764 MORTGAGORS: BAILEY SCOTT
BAILEY BEVERLY
REGION CODE ADDRESS : 106 BEAVER TRAIL
01 CITY : MAMMOTH LAKES
STATE/ZIP : CA 93546
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,745.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,062.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.89600
----------------------------------------------------------------------------
0 0031963036 MORTGAGORS: CMELAK JOHN
CMELAK MICHELLE
REGION CODE ADDRESS : 5335 FAIRWEATHER COURT
01 CITY : CASTRO VALLEY
STATE/ZIP : CA 94552
MORTGAGE AMOUNT : 340,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,921.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,263.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031963697 MORTGAGORS: MCMORROW THOMAS
MCMORROW KATRINA
REGION CODE ADDRESS : 434 ROOS STREET
01 CITY : DAVIS
STATE/ZIP : CA 95616
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 400,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,728.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 89.73100
----------------------------------------------------------------------------
0 0031963895 MORTGAGORS: RAMIREZ ARNOLD
ORTIZ BELINDA
REGION CODE ADDRESS : 1322 RANGETON DR.
01 CITY : DIAMOND BAR
STATE/ZIP : CA 91789
MORTGAGE AMOUNT : 248,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,088.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,801.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 03/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 69.97100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,698,600.00
P & I AMT: 11,449.98 UPB AMT: 1,695,064.37
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 21
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031963911 MORTGAGORS: ZHAO YI
XU ZHE
REGION CODE ADDRESS : 38 OHIO
01 CITY : IRVINE
STATE/ZIP : CA 92606
MORTGAGE AMOUNT : 257,550.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,328.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,670.47 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 79.98600
----------------------------------------------------------------------------
0 0031964182 MORTGAGORS: MARTIN RANDY
MARTIN MARY
REGION CODE ADDRESS : 20825 PASEO DE LA RAMBLA
01 CITY : YORBA LINDA
STATE/ZIP : CA 92887
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 399,672.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,661.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 250
LTV : 77.66900
----------------------------------------------------------------------------
0 0031965379 MORTGAGORS: YANNUZZI DANIEL
YANNUZZI JUNE
REGION CODE ADDRESS : 2448 AVENIDA CANORA
01 CITY : ALPINE
STATE/ZIP : CA 91901
MORTGAGE AMOUNT : 344,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 343,710.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,259.84 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031965809 MORTGAGORS: SCROGGINS STUART
SCROGGINS TAMRA
REGION CODE ADDRESS : 11991 ASHLEY PLACE
01 CITY : SAN DIEGO
STATE/ZIP : CA 92128
MORTGAGE AMOUNT : 252,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,707.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,746.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.03100
----------------------------------------------------------------------------
0 0031966062 MORTGAGORS: HAUGEN SANDRA
REGION CODE ADDRESS : 117 STONEYCREEK ROAD
01 CITY : SANTA CRUZ
STATE/ZIP : CA 95060
MORTGAGE AMOUNT : 216,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 215,653.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,455.23 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,470,450.00
P & I AMT: 9,793.47 UPB AMT: 1,469,072.44
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 22
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031966112 MORTGAGORS: PIZZUTO MICHAEL
PIZZUTO SOLLA
REGION CODE ADDRESS : 11937 PACIFIC AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90066
MORTGAGE AMOUNT : 326,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 325,633.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,114.43 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 61.50900
----------------------------------------------------------------------------
0 0031966211 MORTGAGORS: MOTAMEDI MASOUD
SALEHI FERESHTEH
REGION CODE ADDRESS : 6123 COUNTY OAK ROAD
01 CITY : WOODLAND HILLS
STATE/ZIP : CA 91367
MORTGAGE AMOUNT : 460,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 460,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,177.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031966799 MORTGAGORS: MILLIKEN RALPH
MILLIKEN DOROTHY
REGION CODE ADDRESS : 23556 NEARGATE DRIVE,
01 CITY : SANTA CLARITA,
STATE/ZIP : CA 91321
MORTGAGE AMOUNT : 297,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,785.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,102.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 71.56626
----------------------------------------------------------------------------
0 0031967292 MORTGAGORS: BEST THOMAS
BEST STEPHANIE
REGION CODE ADDRESS : 2021 HARMONY WAY
01 CITY : VISTA
STATE/ZIP : CA 92083
MORTGAGE AMOUNT : 191,799.00 OPTION TO CONVERT :
UNPAID BALANCE : 191,629.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,228.11 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 94.99900
----------------------------------------------------------------------------
0 0031967524 MORTGAGORS: MITCHELL RONALD
AMORE CHRISTOPHER
REGION CODE ADDRESS : 648 TERESITA BOULEVARD
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94127
MORTGAGE AMOUNT : 254,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,806.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,754.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 65.12800
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,528,799.00
P & I AMT: 10,376.11 UPB AMT: 1,527,854.82
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 23
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031967847 MORTGAGORS: SMITH DARRIS
SMITH NANCY
REGION CODE ADDRESS : 6515 HASTINGS PLACE
01 CITY : GILROY
STATE/ZIP : CA 95020
MORTGAGE AMOUNT : 269,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,289.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,838.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 250
LTV : 86.37800
----------------------------------------------------------------------------
0 0031969082 MORTGAGORS: BENSON STEVEN
GOLDSTEIN LYNN
REGION CODE ADDRESS : 3345 STEWART AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90066
MORTGAGE AMOUNT : 319,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 318,987.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,152.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.97400
----------------------------------------------------------------------------
0 0031969728 MORTGAGORS: FULLER DAVID
REGION CODE ADDRESS : 59 BATES BLVD
01 CITY : ORINDA
STATE/ZIP : CA 94563
MORTGAGE AMOUNT : 356,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 355,804.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,490.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 74.98900
----------------------------------------------------------------------------
0 0031970486 MORTGAGORS: HALEY LAWRENCE
HALEY DELPHINE
REGION CODE ADDRESS : 19512 SIERRA SANTO ROAD
01 CITY : IRVINE
STATE/ZIP : CA 92612
MORTGAGE AMOUNT : 327,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 326,731.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,175.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 70.02141
----------------------------------------------------------------------------
0 0031970619 MORTGAGORS: BERMAN ROBERT
REGION CODE ADDRESS : 7415 OAKMONT DRIVE
01 CITY : SANTA ROSA
STATE/ZIP : CA 95409
MORTGAGE AMOUNT : 89,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 89,182.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 616.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 70.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,361,450.00
P & I AMT: 9,273.58 UPB AMT: 1,359,995.35
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 24
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031970684 MORTGAGORS: MCPHEETERS TONY
MCPHEETERS LAURA
REGION CODE ADDRESS : 14222 SAN ANTONIO DRIVE
01 CITY : RANCHO COCAMONGA
STATE/ZIP : CA 91739
MORTGAGE AMOUNT : 261,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,891.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,759.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 94.95100
----------------------------------------------------------------------------
0 0031970742 MORTGAGORS: THOMAS DAVY
THOMAS LEE
REGION CODE ADDRESS : 427 PLEASANT VALLEY ROAD
01 CITY : APTOS
STATE/ZIP : CA 95003
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,802.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,795.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 69.33300
----------------------------------------------------------------------------
0 0031972839 MORTGAGORS: WHELAN JOHN
REGION CODE ADDRESS : 228 HAZEL DRIVE
01 CITY : NEWPORT BEACH
STATE/ZIP : CA 92625
MORTGAGE AMOUNT : 675,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 674,473.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,604.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 015
LTV : 45.00000
----------------------------------------------------------------------------
0 0031973340 MORTGAGORS: TOLENTINO ALARICO
TOLENTINO FELICISIMA
REGION CODE ADDRESS : 1022 VIA CORDOVA
01 CITY : SAN PEDRO
STATE/ZIP : CA 90732
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,724.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,075.51 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031973753 MORTGAGORS: SHARIFPANAH ALIREZA
REGION CODE ADDRESS : 1650 COLBY AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90025
MORTGAGE AMOUNT : 280,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,596.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,987.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,796,900.00
P & I AMT: 12,222.52 UPB AMT: 1,795,488.06
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 25
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031974306 MORTGAGORS: LANSDALE WILLIAM
LANSDALE MARIANTHI
REGION CODE ADDRESS : 350 OCEAN AVENUE
01 CITY : SEAL BEACH
STATE/ZIP : CA 90740
MORTGAGE AMOUNT : 1,000,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 999,239.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 6,906.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 015
LTV : 49.26100
----------------------------------------------------------------------------
0 0031975212 MORTGAGORS: HUNT PERRY
HUNT SANDRA
REGION CODE ADDRESS : 2839 TOYON DRIVE
01 CITY : SANTA CLARA
STATE/ZIP : CA 95051
MORTGAGE AMOUNT : 480,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 479,596.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,153.26 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031975469 MORTGAGORS: MITCHEM DENNIS
MITCHEM HOLLY
REGION CODE ADDRESS : 4488 THACHER ROAD
01 CITY : OJAI
STATE/ZIP : CA 93023
MORTGAGE AMOUNT : 413,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 412,661.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,747.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.88394
----------------------------------------------------------------------------
0 0031975600 MORTGAGORS: ANGELL TERI
REGION CODE ADDRESS : 5517 VIA ONTIVEROS
01 CITY : YORBA LINDA
STATE/ZIP : CA 92887
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,807.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,817.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 74.28500
----------------------------------------------------------------------------
0 0031975741 MORTGAGORS: VALOVICK R
HINOJOSA M
REGION CODE ADDRESS : 11 GEORGIA
01 CITY : IRVINE
STATE/ZIP : CA 92606
MORTGAGE AMOUNT : 255,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,595.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,723.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.99200
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,408,800.00
P & I AMT: 16,349.06 UPB AMT: 2,406,899.75
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 26
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031975766 MORTGAGORS: HARDIN RANDALL
BARKLEY-HARDIN MARION
REGION CODE ADDRESS : 9834 PINE ACRE COURT
01 CITY : ELK GROVE
STATE/ZIP : CA 95624
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,452.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,387.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 78.65100
----------------------------------------------------------------------------
0 0031975923 MORTGAGORS: NUNCIATO DAVID
NUNCIATO ZAHRA
REGION CODE ADDRESS : 17 TRIESTE
01 CITY : IRVINE
STATE/ZIP : CA 92606
MORTGAGE AMOUNT : 452,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 451,629.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,007.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031976269 MORTGAGORS: MANES VICTOR
MANES NORMA
REGION CODE ADDRESS : 10735 CRANKS ROAD
01 CITY : CULVER CITY
STATE/ZIP : CA 90230
MORTGAGE AMOUNT : 468,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 467,267.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,192.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0031976442 MORTGAGORS: DUNN RICHARD
DUNN DIANE
REGION CODE ADDRESS : 726 ELVIRA AVE #A
01 CITY : REDONDO BEACH
STATE/ZIP : CA 90277
MORTGAGE AMOUNT : 368,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 367,394.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,448.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 73.60000
----------------------------------------------------------------------------
0 0031976632 MORTGAGORS: JAMES JOHN
REGION CODE ADDRESS : 28881 SIERRA PEAK LANE
01 CITY : TRABUCO CANYON
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 295,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,306.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,962.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.72970
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,933,000.00
P & I AMT: 12,998.34 UPB AMT: 1,930,050.74
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 27
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031977473 MORTGAGORS: ANDERSON SAM
HANCOCK-ANDERSON BARBARA
REGION CODE ADDRESS : 4958 ARCOLA AVENUE
01 CITY : TOLUCA LAKE AREA
STATE/ZIP : CA 91601
MORTGAGE AMOUNT : 278,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,575.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,920.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 76.16400
----------------------------------------------------------------------------
0 0031978208 MORTGAGORS: DOMBRO JEFFERY
LAMERS LESLIE
REGION CODE ADDRESS : 4806 PLACIDIA AVENUE
01 CITY : TOLUCA LAKE AREA
STATE/ZIP : CA 91601
MORTGAGE AMOUNT : 312,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 311,499.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,102.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031978406 MORTGAGORS: ERTL JANIKA
ERTL JULIE
REGION CODE ADDRESS : 4824 OAK VISTA DRIVE
01 CITY : CARMICHAEL
STATE/ZIP : CA 95608
MORTGAGE AMOUNT : 395,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 394,691.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,694.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 74.52830
----------------------------------------------------------------------------
0 0031979032 MORTGAGORS: BARCUS BETH
REGION CODE ADDRESS : 59 RIVO ALTO CANAL
01 CITY : LONG BEACH
STATE/ZIP : CA 90803
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,257.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,995.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 34.36400
----------------------------------------------------------------------------
0 0031979636 MORTGAGORS: WARING TODD
GORDON EVE
REGION CODE ADDRESS : 2243 22TH STREET
01 CITY : SANTA MONICA
STATE/ZIP : CA 90405
MORTGAGE AMOUNT : 447,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 446,642.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,011.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 76.41000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,732,000.00
P & I AMT: 11,724.12 UPB AMT: 1,729,667.48
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 28
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031979719 MORTGAGORS: DEROSE JOHN
REGION CODE ADDRESS : 4594 PESCADERO AVE.& 1515&1517 FROU
01 CITY : SAN DIEGO
STATE/ZIP : CA 92107
MORTGAGE AMOUNT : 371,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 370,953.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,501.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031980204 MORTGAGORS: PATRIZIO MARK
PATRIZIO SHERRY
REGION CODE ADDRESS : 40 CYPRESS HOLLOW DRIVE
01 CITY : MILL VALLEY
STATE/ZIP : CA 94920
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 649,426.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,162.02 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 67.70800
----------------------------------------------------------------------------
0 0031981004 MORTGAGORS: KRONGAARD DANIEL
KRONGAARD DIANA
REGION CODE ADDRESS : 2701 CORTE AMATISTA
01 CITY : SAN CLEMENTE
STATE/ZIP : CA 92673
MORTGAGE AMOUNT : 395,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 394,691.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,694.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 73.14800
----------------------------------------------------------------------------
0 0031981103 MORTGAGORS: NESBIT DOUGLAS
NESBIT LISA
REGION CODE ADDRESS : 25 GELDING COURT
01 CITY : DANVILLE
STATE/ZIP : CA 94526
MORTGAGE AMOUNT : 268,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,796.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,851.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 67.00000
----------------------------------------------------------------------------
0 0031981145 MORTGAGORS: RATHJENS DIETRICH
HALSEMA-RATHJENS LISA
REGION CODE ADDRESS : 19011 RALEIGH PLACE,
01 CITY : SARATOGA,
STATE/ZIP : CA 95070
MORTGAGE AMOUNT : 495,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 495,073.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,213.80 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 65.19700
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,179,750.00
P & I AMT: 14,422.61 UPB AMT: 2,177,940.96
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 29
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031981384 MORTGAGORS: ROBINSON JOHN
LOUDEN LAURA
REGION CODE ADDRESS : 1614 VIRGINIA ROAD
01 CITY : LOS ANGELES
STATE/ZIP : CA 90019
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,756.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,210.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031982465 MORTGAGORS: HARRIS LAURENCE
HARRIS MARLENE
REGION CODE ADDRESS : 28314 EASTON LANE (SAUGUS AREA)
01 CITY : SANTA CLARITA
STATE/ZIP : CA 91350
MORTGAGE AMOUNT : 292,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 291,783.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,041.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031982770 MORTGAGORS: BELL JAMES
COMSTOCK ANGELA
REGION CODE ADDRESS : 2206 HACIENDA STREET
01 CITY : SAN MATEO
STATE/ZIP : CA 94403
MORTGAGE AMOUNT : 405,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 404,668.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,694.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 78.64000
----------------------------------------------------------------------------
0 0031983521 MORTGAGORS: WEISER ROBERT
WEISER TAMARA
REGION CODE ADDRESS : 351 SOUTHRIDGE DRIVE
01 CITY : AGOURA
STATE/ZIP : CA 91377
MORTGAGE AMOUNT : 299,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,748.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,964.22 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 66.15000
----------------------------------------------------------------------------
0 0031984172 MORTGAGORS: DREUSIKE DONALD
DREUSIKE DAGMAR
REGION CODE ADDRESS : 11351 GLADWIN STREET
01 CITY : LOS ANGELES
STATE/ZIP : CA 90049
MORTGAGE AMOUNT : 387,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 387,141.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,417.50 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 66.81000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,703,500.00
P & I AMT: 11,328.08 UPB AMT: 1,702,097.70
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 30
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031984768 MORTGAGORS: CARAEFF EDMOND
REGION CODE ADDRESS : 2433 28TH STREET NO. Q
01 CITY : SANTA MONICA
STATE/ZIP : CA 90405
MORTGAGE AMOUNT : 287,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 286,881.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,982.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0031984834 MORTGAGORS: CHO SONYA
HONG DAVID
REGION CODE ADDRESS : 3124-3126 TURK STREET
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94118
MORTGAGE AMOUNT : 455,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 454,645.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,103.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 66.42300
----------------------------------------------------------------------------
0 0031984925 MORTGAGORS: O'BRIEN FREDA
REGION CODE ADDRESS : 611 WARWICK COURT
01 CITY : GRANITE BAY
STATE/ZIP : CA 95746
MORTGAGE AMOUNT : 336,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 335,731.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,263.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031984958 MORTGAGORS: WRIGHT JOHN
WRIGHT CAROLINE
REGION CODE ADDRESS : 6521 SANDYPOINT COURT
01 CITY : RANCHO PALOS VERDES
STATE/ZIP : CA 90275
MORTGAGE AMOUNT : 477,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 477,145.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,338.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 73.46100
----------------------------------------------------------------------------
0 0031984974 MORTGAGORS: HOKOM JOHN
REGION CODE ADDRESS : 254 20TH STREET
01 CITY : SANTA MONICA
STATE/ZIP : CA 90402
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 400,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,661.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 32.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,955,600.00
P & I AMT: 13,350.48 UPB AMT: 1,954,403.54
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 31
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031985468 MORTGAGORS: BALZHISER GARY
BALZHISER PEGGY
REGION CODE ADDRESS : 27192 HIDDEN TRAIL ROAD
01 CITY : LAGUNA HILLS
STATE/ZIP : CA 92653
MORTGAGE AMOUNT : 547,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 547,200.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,594.71 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 60.80000
----------------------------------------------------------------------------
0 0031985500 MORTGAGORS: BOOKHAMER BRET
BOOKHAMER LEAH
REGION CODE ADDRESS : 20834 ELFIN FOREST ROAD
01 CITY : ESCONDIDO
STATE/ZIP : CA 92029
MORTGAGE AMOUNT : 278,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,772.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,849.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 69.50000
----------------------------------------------------------------------------
0 0031986888 MORTGAGORS: MEADOWS VIRGINIA
REGION CODE ADDRESS : 925 RAILROAD AVENUE
01 CITY : HALF MOON BAY
STATE/ZIP : CA 94019
MORTGAGE AMOUNT : 249,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,790.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,635.75 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 54.13000
----------------------------------------------------------------------------
0 0031987084 MORTGAGORS: MARYMAN BRADLEY
MARYMAN HELEN
REGION CODE ADDRESS : 3268 RUNNING TRAILS AVENUE
01 CITY : SIMI VALLEY
STATE/ZIP : CA 93063
MORTGAGE AMOUNT : 343,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 342,832.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,340.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.99000
----------------------------------------------------------------------------
0 0031987555 MORTGAGORS: PIEROPAN EMELIO
REGION CODE ADDRESS : 25 SAINT JOHN
01 CITY : DANA POINT
STATE/ZIP : CA 92629
MORTGAGE AMOUNT : 276,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 276,344.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,841.56 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,694,100.00
P & I AMT: 11,262.11 UPB AMT: 1,692,940.18
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 32
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031987647 MORTGAGORS: AMSLER JANE
REGION CODE ADDRESS : 200 HARBOR DRIVE #2801
01 CITY : SAN DIEGO
STATE/ZIP : CA 92101
MORTGAGE AMOUNT : 425,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 424,684.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,971.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 77.27200
----------------------------------------------------------------------------
0 0031988124 MORTGAGORS: NICHOLS PAUL
NICHOLS MARGARET
REGION CODE ADDRESS : 26129 FORESTER WAY
01 CITY : STEVENSON RANCH AREA
STATE/ZIP : CA 91381
MORTGAGE AMOUNT : 266,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 266,236.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,795.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.99300
----------------------------------------------------------------------------
0 0031988934 MORTGAGORS: BRUNO PETER
BRUNO CAROL
REGION CODE ADDRESS : 52 CASTRO ROAD
01 CITY : MONTEREY
STATE/ZIP : CA 93940
MORTGAGE AMOUNT : 393,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 392,669.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,581.73 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 64.42600
----------------------------------------------------------------------------
0 0031989320 MORTGAGORS: SCHNABEL CHRISTOPHER
CLARK TAMMY
REGION CODE ADDRESS : 3460 OAK LANE
01 CITY : MORGAN HILL
STATE/ZIP : CA 95037
MORTGAGE AMOUNT : 380,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 379,746.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,560.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 89.99500
----------------------------------------------------------------------------
0 0031989486 MORTGAGORS: ROUNDS STEPHEN
REGION CODE ADDRESS : 35 OHIO
01 CITY : IRVINE
STATE/ZIP : CA 92606
MORTGAGE AMOUNT : 286,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 286,359.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,882.76 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 84.99700
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,751,100.00
P & I AMT: 11,791.76 UPB AMT: 1,749,696.63
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 33
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031989882 MORTGAGORS: HUANG CASPER
HUANG JENNIFER
REGION CODE ADDRESS : 715 SOUTH 5TH AVENUE
01 CITY : ARCADIA
STATE/ZIP : CA 91007
MORTGAGE AMOUNT : 324,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 323,740.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,182.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 68.93600
----------------------------------------------------------------------------
0 0031991201 MORTGAGORS: SWEET DANIEL
REGION CODE ADDRESS : 2595 WEST LAKE VAN NESS CIRCLE
01 CITY : FRESNO
STATE/ZIP : CA 93711
MORTGAGE AMOUNT : 417,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 416,682.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,880.12 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 75.81800
----------------------------------------------------------------------------
0 0031991466 MORTGAGORS: FRESHMAN ALLYCE
REGION CODE ADDRESS : 10616 BLYTHE AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90064
MORTGAGE AMOUNT : 241,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 240,797.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,583.20 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 52.96703
----------------------------------------------------------------------------
0 0031991839 MORTGAGORS: BOESVERT TERI
REGION CODE ADDRESS : 2843 CAMINITO CAPE SEBASTIAN
01 CITY : ENCINITAS
STATE/ZIP : CA 92007
MORTGAGE AMOUNT : 212,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 211,834.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,446.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0031991896 MORTGAGORS: CARON TIMOTHY
CARON SHEA
REGION CODE ADDRESS : 13451 CHARLOMA DRIVE
01 CITY : TUSTIN
STATE/ZIP : CA 92780
MORTGAGE AMOUNT : 242,725.00 OPTION TO CONVERT :
UNPAID BALANCE : 241,181.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,759.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 07/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,436,725.00
P & I AMT: 9,852.30 UPB AMT: 1,434,237.34
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 34
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031992902 MORTGAGORS: SAUL RONALD
SAUL NANCY
REGION CODE ADDRESS : 2340 CONISTON PLACE
01 CITY : SAN MARINO
STATE/ZIP : CA 91108
MORTGAGE AMOUNT : 475,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 474,600.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,120.42 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 67.85700
----------------------------------------------------------------------------
0 0031992977 MORTGAGORS: WATSON DARREN
WATSON ELAINE
REGION CODE ADDRESS : 18458 FOXTAIL COURT
01 CITY : SALINAS
STATE/ZIP : CA 93908
MORTGAGE AMOUNT : 316,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 316,419.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,027.86 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 79.89600
----------------------------------------------------------------------------
0 0031992993 MORTGAGORS: MARTINOVSKI LJUPCE
MARTINOVSKI VERA
REGION CODE ADDRESS : 500 LOMITA STREET
01 CITY : EL SEGUNDO
STATE/ZIP : CA 90245
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,733.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,417.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 69.30600
----------------------------------------------------------------------------
0 0031993009 MORTGAGORS: EKSTEEN LOUIS
EKSTEEN HANNAH-LEE
REGION CODE ADDRESS : 4943 VARNA AVENUE
01 CITY : SHERMAN OAKS
STATE/ZIP : CA 91423
MORTGAGE AMOUNT : 256,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,289.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,706.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
0 0031994411 MORTGAGORS: MAURER ANDREW
YAKIMOVICH-MAURER OLGA
REGION CODE ADDRESS : 1371 5TH AVENUE,
01 CITY : SAN FRANCISCO,
STATE/ZIP : CA 94122
MORTGAGE AMOUNT : 488,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 487,628.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,370.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,886,200.00
P & I AMT: 12,642.64 UPB AMT: 1,884,672.52
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 35
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031994486 MORTGAGORS: WILLIAMS MARK
WILLIAMS CECELIA
REGION CODE ADDRESS : 3332 STAGE COACH DRIVE
01 CITY : LAFAYETTE
STATE/ZIP : CA 94549
MORTGAGE AMOUNT : 540,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 540,078.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,687.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 73.04000
----------------------------------------------------------------------------
0 0031994577 MORTGAGORS: ELPERIN ILYA
ELPERIN NATALYA
REGION CODE ADDRESS : 9 WINDCREST LANE
01 CITY : SOUTH SAN FRANCISCO
STATE/ZIP : CA 94080
MORTGAGE AMOUNT : 346,320.00 OPTION TO CONVERT :
UNPAID BALANCE : 346,036.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,304.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031994957 MORTGAGORS: DOMINICK MARK
DOMINICK ANITA
REGION CODE ADDRESS : 2285 RUDOLPH DRIVE
01 CITY : SIMI VALLEY
STATE/ZIP : CA 93065
MORTGAGE AMOUNT : 273,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 273,381.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,843.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.99100
----------------------------------------------------------------------------
0 0031995038 MORTGAGORS: ANDERSON KYLE
FIELD NANCY
REGION CODE ADDRESS : 149 JORDAN AVENUE,
01 CITY : SAN FRANCISCO,
STATE/ZIP : CA 94118
MORTGAGE AMOUNT : 620,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 619,528.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,282.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 40.52200
----------------------------------------------------------------------------
0 0031995079 MORTGAGORS: NIPPES WILLIAM
NIPPES TERESA
REGION CODE ADDRESS : 918 MARILYN DRIVE
01 CITY : MOUNTAIN VIEW
STATE/ZIP : CA 94040
MORTGAGE AMOUNT : 336,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 335,750.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,349.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,116,420.00
P & I AMT: 14,466.10 UPB AMT: 2,114,774.54
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 36
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031995103 MORTGAGORS: JOHNS JOHN
HAMILTON SALLY
REGION CODE ADDRESS : 929 MARILYN DRIVE
01 CITY : MOUNTAIN VIEW
STATE/ZIP : CA 94040
MORTGAGE AMOUNT : 460,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 459,658.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,216.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 77.96600
----------------------------------------------------------------------------
0 0031995368 MORTGAGORS: LARSEN BRUCE
LARSEN HOLLY
REGION CODE ADDRESS : 30791 VIA CONQUISTA
01 CITY : SAN JUAN CAPISTRANO
STATE/ZIP : CA 92675
MORTGAGE AMOUNT : 719,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 719,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,904.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 015
LTV : 65.36300
----------------------------------------------------------------------------
0 0031995392 MORTGAGORS: STEINFELD JOEL
STEINFELD TRICIA
REGION CODE ADDRESS : 782 QUAIL STREET
01 CITY : AREA OF OJAI
STATE/ZIP : CA 93023
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 329,729.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,195.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 76.74400
----------------------------------------------------------------------------
0 0031995426 MORTGAGORS: STIMMLER JAMES
STIMMLER PATRICIA
REGION CODE ADDRESS : 24490 PASEO DE TORONTO
01 CITY : YORBA LINDA
STATE/ZIP : CA 92887
MORTGAGE AMOUNT : 292,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 291,754.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,918.23 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 61.47300
----------------------------------------------------------------------------
0 0031995624 MORTGAGORS: CHANDLER ROBERT
CHANDLER PATRICIA
REGION CODE ADDRESS : 11607 LUGAR PLAYA CATALINA
01 CITY : SAN DIEGO
STATE/ZIP : CA 92124
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,744.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,155.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 78.04800
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,121,000.00
P & I AMT: 14,390.87 UPB AMT: 2,119,886.90
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 37
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031995814 MORTGAGORS: HALE SHELLY
REGION CODE ADDRESS : 2143 JACKSON STREET
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94115
MORTGAGE AMOUNT : 648,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 647,494.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,420.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 51.63300
----------------------------------------------------------------------------
0 0031996531 MORTGAGORS: ANDERSON GREGORY
REGION CODE ADDRESS : 2903 MILLAR AVENUE
01 CITY : SANTA CLARA
STATE/ZIP : CA 95051
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,758.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,816.08 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031996986 MORTGAGORS: LEE JAMES
REGION CODE ADDRESS : 643 N. LAUREL AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90048
MORTGAGE AMOUNT : 460,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 459,297.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,177.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 76.03305
----------------------------------------------------------------------------
0 0031997216 MORTGAGORS: HOOVER TONYA
HOOVER DAVID
REGION CODE ADDRESS : 5272 CLEARBROOK DIRVE
01 CITY : CONCORD
STATE/ZIP : CA 94521
MORTGAGE AMOUNT : 253,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,429.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,747.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 82.41042
----------------------------------------------------------------------------
0 0031998016 MORTGAGORS: RATNER ROSALYN
REGION CODE ADDRESS : 8623 EDWIN DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90046
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 449,313.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,108.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 62.06800
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,091,000.00
P & I AMT: 14,269.14 UPB AMT: 2,087,294.26
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 38
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031998230 MORTGAGORS: KERBY LYNN
KERBY CAMILLE
REGION CODE ADDRESS : 11005 LOWER CIRCLE DRIVE
01 CITY : GRASS VALLEY
STATE/ZIP : CA 95949
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 329,736.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,223.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.98000
----------------------------------------------------------------------------
0 0031998610 MORTGAGORS: SMITH J
SMITH CYNTHIA
REGION CODE ADDRESS : 432 WOODLAND PLACE
01 CITY : COSTA MESA
STATE/ZIP : CA 92627
MORTGAGE AMOUNT : 325,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 324,909.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,057.39 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 73.97700
----------------------------------------------------------------------------
0 0031998768 MORTGAGORS: ROPER DAVID
ROPER KELLY
REGION CODE ADDRESS : 1089 LOS CABALLITOS
01 CITY : DEL MAR
STATE/ZIP : CA 92014
MORTGAGE AMOUNT : 438,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 437,658.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,987.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 69.85600
----------------------------------------------------------------------------
0 0031998800 MORTGAGORS: BAKER STEFANI
REGION CODE ADDRESS : 1705 SOUTH WESTGATE AVENUE #3
01 CITY : LOS ANGELES
STATE/ZIP : CA 90025
MORTGAGE AMOUNT : 250,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,337.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,668.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 85.00000
----------------------------------------------------------------------------
0 0031998875 MORTGAGORS: MOHAMED FARHANA
REGION CODE ADDRESS : 289 SAINT ALBANS AVENUE
01 CITY : SOUTH PASADENA
STATE/ZIP : CA 91030
MORTGAGE AMOUNT : 317,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 317,177.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,113.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.42500
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,661,950.00
P & I AMT: 11,050.51 UPB AMT: 1,659,819.67
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 39
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031999543 MORTGAGORS: LOTFIPOUR KHOSROW
LOTFIPOUR SHAHNAZ
REGION CODE ADDRESS : 11925 LAMBERT STREET
01 CITY : TUSTIN
STATE/ZIP : CA 92782
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,424.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,328.56 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.90800
----------------------------------------------------------------------------
0 0031999790 MORTGAGORS: WITT CHARLES
WITT DEBRA
REGION CODE ADDRESS : 14162 SAN ANTONIO DRIVE
01 CITY : RANCHO CUCAMONGA
STATE/ZIP : CA 91739
MORTGAGE AMOUNT : 251,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,900.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,654.80 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 94.98300
----------------------------------------------------------------------------
0 0032000481 MORTGAGORS: MACE KELLY
MACE TODD
REGION CODE ADDRESS : 43 FELDSPAR WAY
01 CITY : RANCHO SANTA MARGARITA
STATE/ZIP : CA 92688
MORTGAGE AMOUNT : 282,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,112.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,832.94 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 89.98800
----------------------------------------------------------------------------
0 0032000531 MORTGAGORS: FALKENSTEIN JILL
RUYLE PAUL
REGION CODE ADDRESS : 47 MIDDLEBURY LANE
01 CITY : IRVINE
STATE/ZIP : CA 92620
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,807.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,817.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032000564 MORTGAGORS: VAUGHN MERRITT
REGION CODE ADDRESS : 2682 WOODSTOCK ROAD
01 CITY : LOS ANGELES
STATE/ZIP : CA 90046
MORTGAGE AMOUNT : 312,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 311,762.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,154.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,456,500.00
P & I AMT: 9,789.17 UPB AMT: 1,455,006.18
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 40
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032000671 MORTGAGORS: ERRICO WILLIAM
ERRICO LORETTA
REGION CODE ADDRESS : 236 UNIVERSITY AVENUE
01 CITY : LOS GATOS
STATE/ZIP : CA 95030
MORTGAGE AMOUNT : 495,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 491,617.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,334.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 55.00000
----------------------------------------------------------------------------
0 0032001208 MORTGAGORS: RUCKER RONALD
KATOW JEAN
REGION CODE ADDRESS : 2608 VIA CARRILLO
01 CITY : PALOS VERDES ESTATES
STATE/ZIP : CA 90274
MORTGAGE AMOUNT : 480,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 479,616.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,233.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 65.75300
----------------------------------------------------------------------------
0 0032001323 MORTGAGORS: PRICE JOEL
PRICE JEANINE
REGION CODE ADDRESS : 872 CAPITAN ST
01 CITY : THOUSAND OAKS
STATE/ZIP : CA 91320
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,782.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,763.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.10400
----------------------------------------------------------------------------
0 0032001430 MORTGAGORS: CHHIBA DILIP
CHHIBA USHA
REGION CODE ADDRESS : 8192 RINCONADA COURT
01 CITY : NEWARK
STATE/ZIP : CA 94560
MORTGAGE AMOUNT : 455,717.00 OPTION TO CONVERT :
UNPAID BALANCE : 455,352.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,070.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.99500
----------------------------------------------------------------------------
0 0032001513 MORTGAGORS: RYAN DOUGLAS
RYAN KATHERINE
REGION CODE ADDRESS : 2760 COMSTOCK CIRCLE,
01 CITY : BELMONT,
STATE/ZIP : CA 94002
MORTGAGE AMOUNT : 258,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,673.38 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 36.85700
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,953,717.00
P & I AMT: 13,075.44 UPB AMT: 1,949,369.48
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 41
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032001521 MORTGAGORS: NICHOLSON CHRISTOPHER
NICHOLSON CYNTHIA
REGION CODE ADDRESS : 4976 SEVERN PLACE
01 CITY : NEWARK
STATE/ZIP : CA 94560
MORTGAGE AMOUNT : 266,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,781.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,769.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 78.23500
----------------------------------------------------------------------------
0 0032001711 MORTGAGORS: AMCHISLAVSKY GENNADY
AMCHISLAVSKY SOFIA
REGION CODE ADDRESS : 709 FOERSTER STREET
01 CITY : SAN FRANCISCO,
STATE/ZIP : CA 94127
MORTGAGE AMOUNT : 440,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 439,621.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,853.83 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 79.71000
----------------------------------------------------------------------------
0 0032002057 MORTGAGORS: HAFFLEY MELISSA
REGION CODE ADDRESS : 5710 NORWICH AVENUE
01 CITY : VAN NUYS
STATE/ZIP : CA 91411
MORTGAGE AMOUNT : 253,550.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,352.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,729.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 94.99800
----------------------------------------------------------------------------
0 0032002362 MORTGAGORS: SOH SUSAN
SOH MARK
REGION CODE ADDRESS : 2518 DORSET DRIVE
01 CITY : TORRANCE
STATE/ZIP : CA 90503
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,506.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,995.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 61.85500
----------------------------------------------------------------------------
0 0032002529 MORTGAGORS: SANDOVAL VICTOR
SANDOVAL MARITZA
REGION CODE ADDRESS : 2110 LION AVENUE
01 CITY : BELMONT
STATE/ZIP : CA 94002
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,523.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,929.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 55.23800
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,549,550.00
P & I AMT: 10,278.48 UPB AMT: 1,547,785.28
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 42
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032002594 MORTGAGORS: MEEHAN MIKE
MEEHAN DONNA
REGION CODE ADDRESS : 965 PICKWICK COURT
01 CITY : THOUSAND OAKS
STATE/ZIP : CA 91360
MORTGAGE AMOUNT : 292,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,547.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,899.10 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032002883 MORTGAGORS: DOWE ROBERT
DOWE MARY
REGION CODE ADDRESS : 565 WEST SANTA ROSA DRIVE
01 CITY : PALM SPRINGS
STATE/ZIP : CA 92262
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,481.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,945.80 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 68.18100
----------------------------------------------------------------------------
0 0032002958 MORTGAGORS: DILLER ERIC
DILLER HEIDI
REGION CODE ADDRESS : 18971 DEEP WELL ROAD
01 CITY : SANTA ANA AREA
STATE/ZIP : CA 92705
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,726.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,387.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 72.91600
----------------------------------------------------------------------------
0 0032002966 MORTGAGORS: GLENN BRADLEY
GLENN STACY
REGION CODE ADDRESS : 6380 TWIN SPRINGS AVENUE
01 CITY : AGOURA AREA
STATE/ZIP : CA 91377
MORTGAGE AMOUNT : 282,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,090.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,973.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 77.76859
----------------------------------------------------------------------------
0 0032003287 MORTGAGORS: CHOU FRANK
LAW BETTY
REGION CODE ADDRESS : 33781 HEARTLAND COURT
01 CITY : UNION CITY
STATE/ZIP : CA 94587
MORTGAGE AMOUNT : 380,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 379,688.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,528.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 66.89400
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,605,100.00
P & I AMT: 10,734.56 UPB AMT: 1,603,535.82
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 43
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032003303 MORTGAGORS: CARLSON JOSEPH
HUGHES DEBORAH
REGION CODE ADDRESS : 5573 EAST OCEAN BOULEVARD
01 CITY : LONG BEACH
STATE/ZIP : CA 90803
MORTGAGE AMOUNT : 270,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,078.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,798.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 64.31100
----------------------------------------------------------------------------
0 0032003394 MORTGAGORS: REDDY RAJ
REDDY GAYATHRI
REGION CODE ADDRESS : 128 ADA AVENUE # 3
01 CITY : MOUNTAIN VIEW
STATE/ZIP : CA 94043
MORTGAGE AMOUNT : 292,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,967.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 71.21900
----------------------------------------------------------------------------
0 0032003451 MORTGAGORS: BENEDEK ISAAC
SASLOW SHARON
REGION CODE ADDRESS : 9543 LA JOLLA SHORES DRIVE
01 CITY : LA JOLLA
STATE/ZIP : CA 92037
MORTGAGE AMOUNT : 308,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 307,798.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,286.89 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 8.12500 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0032003519 MORTGAGORS: WILLIAMS JAMES
WILLIAMS CHRISTINE
REGION CODE ADDRESS : 5535 CAMINO CALUROSO
01 CITY : YORBA LINDA
STATE/ZIP : CA 92887
MORTGAGE AMOUNT : 289,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,768.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,947.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 78.74600
----------------------------------------------------------------------------
0 0032003949 MORTGAGORS: MANN WILLIAM
MANN JUDITH
REGION CODE ADDRESS : 2595 PRINCETON DRIVE
01 CITY : SAN BRUNO
STATE/ZIP : CA 94066
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,556.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,796.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 73.97200
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,429,300.00
P & I AMT: 9,795.83 UPB AMT: 1,428,201.93
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 44
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032004301 MORTGAGORS: KORBER TIMOTHY
KORBER PATRICIA
REGION CODE ADDRESS : 825 EMERALD BAY
01 CITY : LAGUNA BEACH
STATE/ZIP : CA 92651
MORTGAGE AMOUNT : 1,100,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 1,099,183.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 7,691.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 015
LTV : 63.21800
----------------------------------------------------------------------------
0 0032004335 MORTGAGORS: SINGH BRUNO
SINGH DENISE
REGION CODE ADDRESS : 1131 S. BROMLEY COURT
01 CITY : ANAHEIM,
STATE/ZIP : CA 92808
MORTGAGE AMOUNT : 426,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 425,959.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,872.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.99200
----------------------------------------------------------------------------
0 0032004467 MORTGAGORS: BORTFELD MARK
BORTFELD PATRICIA
REGION CODE ADDRESS : 2183 AVENIDA TORONJA
01 CITY : CARLSBAD
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 335,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 335,449.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,349.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 94.99600
----------------------------------------------------------------------------
0 0032004541 MORTGAGORS: GARY SHERRY
REGION CODE ADDRESS : 1528 ALLEGRO COURT
01 CITY : PASO ROBLES
STATE/ZIP : CA 93446
MORTGAGE AMOUNT : 155,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 154,872.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,031.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 250
LTV : 76.73200
----------------------------------------------------------------------------
0 0032004632 MORTGAGORS: CARINO JIMMY
CARINO MARIBEL
REGION CODE ADDRESS : 847 CONSTITUTION DRIVE
01 CITY : FOSTER CITY
STATE/ZIP : CA 94404
MORTGAGE AMOUNT : 336,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 335,731.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,263.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 82.96200
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,353,250.00
P & I AMT: 16,207.35 UPB AMT: 2,351,196.78
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 45
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032004707 MORTGAGORS: FOLLETTE DOUG
RYAN LINDA
REGION CODE ADDRESS : 1920 SWAN DRIVE
01 CITY : COSTA MESA
STATE/ZIP : CA 92626
MORTGAGE AMOUNT : 282,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,305.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,048.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 94.98900
----------------------------------------------------------------------------
0 0032004848 MORTGAGORS: OKUI MATTHEW
OKUI CYNTHIA
REGION CODE ADDRESS : 24765 CALLE ALTAMIRA
01 CITY : CALABASAS
STATE/ZIP : CA 91302
MORTGAGE AMOUNT : 398,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 397,665.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,614.58 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.09400
----------------------------------------------------------------------------
0 0032005316 MORTGAGORS: COLLINS RICHARD
COLLINS RUBY
REGION CODE ADDRESS : 121 HIGHCREST LANE
01 CITY : SOUTH SAN FRANCISCO
STATE/ZIP : CA 94080
MORTGAGE AMOUNT : 250,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,089.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,644.30 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 62.01800
----------------------------------------------------------------------------
0 0032005340 MORTGAGORS: IVARSSON ESBJORN
IVARSSON KITTY
REGION CODE ADDRESS : 424-428 C AVENUE
01 CITY : CORONADO
STATE/ZIP : CA 92118
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,720.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,358.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 50.72400
----------------------------------------------------------------------------
0 0032005381 MORTGAGORS: ALLEN JEFF
ALLEN LISA
REGION CODE ADDRESS : 10532 PUTNEY RD
01 CITY : LOS ANGELES
STATE/ZIP : CA 90064
MORTGAGE AMOUNT : 374,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 373,693.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,488.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 65.04300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,654,800.00
P & I AMT: 11,153.45 UPB AMT: 1,653,474.48
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 46
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032005712 MORTGAGORS: RABIN GARY
REGION CODE ADDRESS : 26941 PEMBROKE LANE
01 CITY : LAKE FOREST
STATE/ZIP : CA 92630
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,784.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,819.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 69.76700
----------------------------------------------------------------------------
0 0032006058 MORTGAGORS: SHENK MILDRED
REGION CODE ADDRESS : 8787 SHOREHAM DRIVE NO. 404
01 CITY : WEST HOLLYWOOD
STATE/ZIP : CA 90069
MORTGAGE AMOUNT : 215,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 214,836.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,484.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 60.56300
----------------------------------------------------------------------------
0 0032006132 MORTGAGORS: SANDBERG EDMUND
REGION CODE ADDRESS : 17990 ROSE COURT
01 CITY : MONTE SERENO
STATE/ZIP : CA 95030
MORTGAGE AMOUNT : 475,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 474,292.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,321.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.16666
----------------------------------------------------------------------------
0 0032006371 MORTGAGORS: BERBERIAN HERACH
BERBERIAN KATHERINE
REGION CODE ADDRESS : 3410 SAMUEL PLACE
01 CITY : SANTA CRUZ
STATE/ZIP : CA 95062
MORTGAGE AMOUNT : 296,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,712.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,970.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 74.98924
----------------------------------------------------------------------------
0 0032006397 MORTGAGORS: SHOLL DARRYL
SHOLL BERTHA
REGION CODE ADDRESS : 2019 PULLMAN LANE #1
01 CITY : REDONDO BEACH
STATE/ZIP : CA 90278
MORTGAGE AMOUNT : 264,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,423.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,868.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,520,200.00
P & I AMT: 10,464.49 UPB AMT: 1,518,049.34
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 47
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032006405 MORTGAGORS: SAMMIS ROBERT
SAMMIS OJENI
REGION CODE ADDRESS : 1936 CRESTSHIRE DRIVE
01 CITY : GLENDALE
STATE/ZIP : CA 90218
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,737.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,128.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 72.72700
----------------------------------------------------------------------------
0 0032006447 MORTGAGORS: MEREGILLANO GARY
MEREGILLANO GRACE
REGION CODE ADDRESS : 949 COYOTE STREET
01 CITY : MILPITAS
STATE/ZIP : CA 95035
MORTGAGE AMOUNT : 249,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,810.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,719.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0032006470 MORTGAGORS: SAUNDERS MYLES
SAUNDERS GREER
REGION CODE ADDRESS : 415 EVELYN PLACE
01 CITY : BEVERLY PLACE
STATE/ZIP : CA 90210
MORTGAGE AMOUNT : 656,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 655,546.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,423.64 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 015
LTV : 49.36800
----------------------------------------------------------------------------
0 0032006827 MORTGAGORS: ROBERTSON STUART
ROBERTSON LISA
REGION CODE ADDRESS : 19985 VISTA DEL OTERO
01 CITY : RAMONA
STATE/ZIP : CA 92065
MORTGAGE AMOUNT : 343,372.00 OPTION TO CONVERT :
UNPAID BALANCE : 343,097.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,313.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 76.30400
----------------------------------------------------------------------------
0 0032006918 MORTGAGORS: TYSON WAYNE
REGION CODE ADDRESS : 2659 CALLE MORELIA
01 CITY : PLEASANTON
STATE/ZIP : CA 94566
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,768.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,264.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,888,972.00
P & I AMT: 12,850.69 UPB AMT: 1,886,960.75
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 48
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032007015 MORTGAGORS: WILLIAMS ALAN
WILLIAMS JULIANNE
REGION CODE ADDRESS : 23329 BARFIELD DRIVE,
01 CITY : SANTA CLARITA VALENCIA AR
STATE/ZIP : CA 91354
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 359,726.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,486.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032007312 MORTGAGORS: KULOW RICHARD
KULOW BEVERLY
REGION CODE ADDRESS : 11979 SALEM DRIVE
01 CITY : GRANADA HILLS AREA
STATE/ZIP : CA 91344
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,782.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,832.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032007460 MORTGAGORS: FISCHER STEVEN
REGION CODE ADDRESS : 4921 LONGRIDGE AVENUE(SHERMAN OAKS
01 CITY : LOS ANGELES
STATE/ZIP : CA 91423
MORTGAGE AMOUNT : 247,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,797.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,643.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 70.57100
----------------------------------------------------------------------------
0 0032007486 MORTGAGORS: ALEMAN JENNIFFER
REGION CODE ADDRESS : 7624 WISCASSET DRIVE WEST HILLS ARE
01 CITY : LOS ANGELES
STATE/ZIP : CA 91304
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 359,408.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,395.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 74.22600
----------------------------------------------------------------------------
0 0032007668 MORTGAGORS: MOHEB AHMAD
MOHEB ROGHIEH
REGION CODE ADDRESS : 290 MORAGA WAY
01 CITY : ORINDA
STATE/ZIP : CA 94563
MORTGAGE AMOUNT : 446,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 446,076.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,159.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 51.01700
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,685,400.00
P & I AMT: 11,516.93 UPB AMT: 1,683,791.09
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 49
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032008013 MORTGAGORS: ASSELIN VICTOR
ASSELIN MICHELE
REGION CODE ADDRESS : 4477 SHADOW HILLS CIRCLE D
01 CITY : SANTA BARBARA
STATE/ZIP : CA 93105
MORTGAGE AMOUNT : 413,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 413,277.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,821.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0032008070 MORTGAGORS: BOURESTON RICHARD
BOURESTON VIRGINIA
REGION CODE ADDRESS : 30862 RIVERA PLACE
01 CITY : LAGUA NIGUEL
STATE/ZIP : CA 92677
MORTGAGE AMOUNT : 378,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 377,393.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,546.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 64.61500
----------------------------------------------------------------------------
0 0032008385 MORTGAGORS: VANDEWYDEVEN MATHEW
VANDEWYDEVEN JENNIFER
REGION CODE ADDRESS : 33 WASHINGTON
01 CITY : IRVINE
STATE/ZIP : CA 92606
MORTGAGE AMOUNT : 312,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 311,750.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,102.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 77.61100
----------------------------------------------------------------------------
0 0032009557 MORTGAGORS: JENKINS GREGORY
REGION CODE ADDRESS : 4700 KENISTON AVENUE
01 CITY : LOS ANGELES AREA
STATE/ZIP : CA 90043
MORTGAGE AMOUNT : 280,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,042.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,959.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
0 0032009607 MORTGAGORS: TORRES LAMBERTO
TORRES CARIDAD
REGION CODE ADDRESS : 658 S. CALIFORNIA AVENUE
01 CITY : PALO ALTO
STATE/ZIP : CA 94306
MORTGAGE AMOUNT : 525,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 525,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,361.63 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,908,850.00
P & I AMT: 12,791.32 UPB AMT: 1,907,463.50
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 50
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032009706 MORTGAGORS: WEINSTOCK DANIEL
WEINSTOCK MERRILL
REGION CODE ADDRESS : 6313 TIMBERLANE STREET
01 CITY : AGOURA HILLS
STATE/ZIP : CA 91301
MORTGAGE AMOUNT : 281,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,796.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,988.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 85.15151
----------------------------------------------------------------------------
0 0032009912 MORTGAGORS: WARNER ROBERT
WARNER MARSHA
REGION CODE ADDRESS : 5097 OLIVE HILL ROAD
01 CITY : FALLBROOK
STATE/ZIP : CA 92028
MORTGAGE AMOUNT : 365,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 364,572.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,397.80 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 69.52300
----------------------------------------------------------------------------
0 0032009979 MORTGAGORS: MEYEROTT ROBERT
MEYEROTT JANNINE
REGION CODE ADDRESS : 5457 BEAUMONT AVENUE
01 CITY : SAN DIEGO
STATE/ZIP : CA 92037
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 449,657.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,108.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------------------
0 0032010183 MORTGAGORS: SHARP CONSTANCE
REGION CODE ADDRESS : 221 SOUTH VENTU PARK ROAD
01 CITY : NEWBURY PARK
STATE/ZIP : CA 91320
MORTGAGE AMOUNT : 268,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,600.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,873.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 82.46100
----------------------------------------------------------------------------
0 0032010258 MORTGAGORS: BLOMQUIST NEIL
BLOMQUIST MONICA
REGION CODE ADDRESS : 4392 BELMONT DRIVE
01 CITY : SEBASTOPOL
STATE/ZIP : CA 95472
MORTGAGE AMOUNT : 266,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 266,464.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,707.71 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 76.20000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,630,700.00
P & I AMT: 11,076.35 UPB AMT: 1,629,092.64
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 51
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032010308 MORTGAGORS: MCMILLAN DAVID
MCMILLAN TERESA
REGION CODE ADDRESS : 2025 HERMINE AVENUE
01 CITY : WALNUT CREEK
STATE/ZIP : CA 94596
MORTGAGE AMOUNT : 348,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 348,750.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,408.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.98800
----------------------------------------------------------------------------
0 0032010597 MORTGAGORS: CORDOVA RICHARD
CORDOVA TERESA
REGION CODE ADDRESS : 270 WEST GETTYSBURG AVENUE
01 CITY : CLOVIS
STATE/ZIP : CA 93612
MORTGAGE AMOUNT : 104,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 103,926.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 745.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.75000 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0032011538 MORTGAGORS: WINTER WANDA
REGION CODE ADDRESS : 27828 HOLLY LANE
01 CITY : LAKE ARROWHEAD AREA
STATE/ZIP : CA 92352
MORTGAGE AMOUNT : 113,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 113,588.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 814.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.75000 PRODUCT CODE : 250
LTV : 65.00000
----------------------------------------------------------------------------
0 0032011553 MORTGAGORS: VAN PERNIS JAMES
VAN PERNIS CATHERINE
REGION CODE ADDRESS : 725 SEQUOIA DRIVE
01 CITY : SUNNYVALE
STATE/ZIP : CA 94086
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,438.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,358.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 76.92300
----------------------------------------------------------------------------
0 0032011579 MORTGAGORS: ESCALERA JESUS
PEREZ RAMONA
REGION CODE ADDRESS : 618 WEST PROVENTIAL DRIVE
01 CITY : ANAHEIM
STATE/ZIP : CA 92805
MORTGAGE AMOUNT : 233,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 233,560.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,655.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 250
LTV : 89.99600
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,150,400.00
P & I AMT: 7,982.27 UPB AMT: 1,149,264.41
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 52
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032011934 MORTGAGORS: NASSIRI-BORNA MAHMOUD
HAGHIGHI FARIBA
REGION CODE ADDRESS : 815 NORTH STORY PLACE
01 CITY : ALHAMBRA
STATE/ZIP : CA 91801
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,773.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,978.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 78.37800
----------------------------------------------------------------------------
0 0032012023 MORTGAGORS: HARTIG LINDY
HARTIG PATRICK
REGION CODE ADDRESS : 4911 BEAUMONT DRIVE
01 CITY : LA MESA
STATE/ZIP : CA 91941
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,746.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032012064 MORTGAGORS: TOLENTINO DANNY
EVANS ELEANOR
REGION CODE ADDRESS : 2303 BANCROFT AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90039
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,802.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,795.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 66.66600
----------------------------------------------------------------------------
0 0032012452 MORTGAGORS: GAINES JAMES
GAINES JULIE
REGION CODE ADDRESS : 2 UTAH
01 CITY : IRVINE
STATE/ZIP : CA 92606
MORTGAGE AMOUNT : 257,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,250.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,668.52 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 79.99300
----------------------------------------------------------------------------
0 0032012585 MORTGAGORS: TUASON JOSEPH
REGION CODE ADDRESS : 16844 HALPER STREET
01 CITY : ENCINO AREA
STATE/ZIP : CA 91436
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,800.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,946.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 94.82700
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,338,250.00
P & I AMT: 9,135.39 UPB AMT: 1,337,626.90
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 53
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032013138 MORTGAGORS: GONZALEZ JULIE
GONZALES RAMON
REGION CODE ADDRESS : 241 HEREDIA COURT
01 CITY : ROSEVILLE
STATE/ZIP : CA 95747
MORTGAGE AMOUNT : 261,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,296.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,783.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.99657
----------------------------------------------------------------------------
0 0032013864 MORTGAGORS: HEAVILAND THOMAS
HEAVILAND JOANNE
REGION CODE ADDRESS : 2215 PASEO SAUCEDAL
01 CITY : CARLSBAD
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,528.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,839.41 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0032014128 MORTGAGORS: SNIDER JACK
SNIDER ANN
REGION CODE ADDRESS : 17108 CHASE ST.
01 CITY : NORTHRIDGE
STATE/ZIP : CA 91325
MORTGAGE AMOUNT : 232,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 231,844.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,702.33 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 8.00000 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0032014417 MORTGAGORS: SHAPIRO MARK
SHAPIRO ZINA
REGION CODE ADDRESS : 20653 OAK CREEK LANE
01 CITY : SARATOGA
STATE/ZIP : CA 95070
MORTGAGE AMOUNT : 323,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 322,728.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,121.88 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.64402
----------------------------------------------------------------------------
0 0032014623 MORTGAGORS: LONG GERALD
LONG BETTY
REGION CODE ADDRESS : 1725 DE ANZA COURT
01 CITY : SAN LUIS OBISPO
STATE/ZIP : CA 93405
MORTGAGE AMOUNT : 284,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,789.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,985.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,380,500.00
P & I AMT: 9,433.28 UPB AMT: 1,379,186.39
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 54
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032015034 MORTGAGORS: SPANGLER GARY
SPANGLER LAUREN
REGION CODE ADDRESS : 9277 CEDAR TRAILS LANE
01 CITY : VALLEY CENTER
STATE/ZIP : CA 92082
MORTGAGE AMOUNT : 264,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,788.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,778.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 250
LTV : 63.61400
----------------------------------------------------------------------------
0 0032015166 MORTGAGORS: WAITS CLIFFORD
WAITS PATRICIA
REGION CODE ADDRESS : 21561 TURTLE DOVE STREET
01 CITY : TRABUCO CANYON AREA
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 384,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 383,700.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,619.56 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032015455 MORTGAGORS: LUTHER JAMES
ST JOHN CYNTHIA
REGION CODE ADDRESS : 1103 S STELLING ROAD
01 CITY : CUPERTINO
STATE/ZIP : CA 94014
MORTGAGE AMOUNT : 327,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 326,757.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,286.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.95100
----------------------------------------------------------------------------
0 0032015687 MORTGAGORS: HADGES THOMAS
HADGES-RASTAD BETH
REGION CODE ADDRESS : 610 7TH STREET
01 CITY : SANTA MONICA
STATE/ZIP : CA 90402
MORTGAGE AMOUNT : 386,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 385,675.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,535.75 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 51.95100
----------------------------------------------------------------------------
0 0032015836 MORTGAGORS: TOBAEI BABAK
REGION CODE ADDRESS : 975 BELMONT TERRACE #3
01 CITY : SUNNYVALE
STATE/ZIP : CA 94086
MORTGAGE AMOUNT : 278,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,772.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,849.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 89.96700
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,639,000.00
P & I AMT: 11,069.90 UPB AMT: 1,637,694.48
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 55
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032016289 MORTGAGORS: MILLER ADAM
REGION CODE ADDRESS : 720 6TH AVENUE
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94118
MORTGAGE AMOUNT : 534,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 533,572.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,597.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 65.52100
----------------------------------------------------------------------------
0 0032016446 MORTGAGORS: KRUEGER CHARLES
KRUEGER TRACEY
REGION CODE ADDRESS : 9613 AMESTOY AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 91325
MORTGAGE AMOUNT : 319,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,262.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,233.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 77.92600
----------------------------------------------------------------------------
0 0032016636 MORTGAGORS: ANDROS LUKE
ANDROS TINA
REGION CODE ADDRESS : 603 LAMAT ROAD,
01 CITY : LA HABRA HEIGHTS,
STATE/ZIP : CA 90631
MORTGAGE AMOUNT : 268,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,790.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,828.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032016909 MORTGAGORS: RINGWALD KIM
RINGWALD GAIL
REGION CODE ADDRESS : 49 SPRUCEWOOD
01 CITY : ALISO VIEJO AREA
STATE/ZIP : CA 92656
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 399,672.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,661.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 72.07200
----------------------------------------------------------------------------
0 0032017337 MORTGAGORS: BARBOUR ALAN
BARBOUR ANN
REGION CODE ADDRESS : 1218 BERKSHIRE LANE
01 CITY : NEWPORT BEACH
STATE/ZIP : CA 92660
MORTGAGE AMOUNT : 441,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 441,378.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,901.99 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,963,250.00
P & I AMT: 13,223.09 UPB AMT: 1,961,677.78
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 56
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032017592 MORTGAGORS: LO JOHN
LO EVELYN
REGION CODE ADDRESS : 1718 EL RITO AVENUE
01 CITY : GLENDALE
STATE/ZIP : CA 91208
MORTGAGE AMOUNT : 354,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 353,709.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,355.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 62.76500
----------------------------------------------------------------------------
0 0032018160 MORTGAGORS: MC CLENDON WILLIAM
MC CLENDON MARY
REGION CODE ADDRESS : 3220 EAST VILLA HIGHLANDS DRIVE
01 CITY : PASADENA AREA
STATE/ZIP : CA 91107
MORTGAGE AMOUNT : 361,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 360,718.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,462.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 76.00000
----------------------------------------------------------------------------
0 0032018475 MORTGAGORS: ESSER MICHAEL
REGION CODE ADDRESS : 23621 ASHWOOD PLACE
01 CITY : VALENCIA AREA
STATE/ZIP : CA 91354
MORTGAGE AMOUNT : 255,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,990.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,697.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032018491 MORTGAGORS: MARX CATHY
REGION CODE ADDRESS : 2515 COLT ROAD
01 CITY : RANCHO PALOS VERDES
STATE/ZIP : CA 90275
MORTGAGE AMOUNT : 319,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 318,687.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,095.61 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 66.59700
----------------------------------------------------------------------------
0 0032018566 MORTGAGORS: NEMIROFF ROBERT
NEMIROFF NANCY
REGION CODE ADDRESS : 6718 BLUE POINT DRIVE
01 CITY : CARLSBAD
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 297,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,362.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,004.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 70.85700
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,586,800.00
P & I AMT: 10,616.30 UPB AMT: 1,585,468.76
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 57
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032018616 MORTGAGORS: KERKECHIAN SHAVARSH
KERKECHIAN STEPHANIE
REGION CODE ADDRESS : 3370 SUNVIEW DRIVE
01 CITY : NAPA
STATE/ZIP : CA 94558
MORTGAGE AMOUNT : 247,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,765.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,733.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
0 0032018798 MORTGAGORS: FERRARI THOMAS
PIERCE SUSAN
REGION CODE ADDRESS : 6505 VIA COLINITA
01 CITY : RANCHO PALOS VERDES
STATE/ZIP : CA 90275
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 419,655.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,794.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 67.74100
----------------------------------------------------------------------------
0 0032018822 MORTGAGORS: MONTELL EDWIN
MONTELL ALICIA
REGION CODE ADDRESS : 865 GREENWICH DRIVE
01 CITY : GILROY
STATE/ZIP : CA 95020
MORTGAGE AMOUNT : 244,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,622.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,732.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032018830 MORTGAGORS: SHAFFER CHRISTOPHER
REGION CODE ADDRESS : 1448 CHERRY VALLEY DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95125
MORTGAGE AMOUNT : 424,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 424,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,826.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032018939 MORTGAGORS: ORTIZ LUIS
ORTIZ MARIE
REGION CODE ADDRESS : 3464 MEADOWLANDS LANE
01 CITY : SAN JOSE
STATE/ZIP : CA 95135
MORTGAGE AMOUNT : 281,550.00 OPTION TO CONVERT :
UNPAID BALANCE : 281,550.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,826.13 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 46.53700
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,619,100.00
P & I AMT: 10,912.99 UPB AMT: 1,618,394.54
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 58
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032018954 MORTGAGORS: ALEXANDER CARYLON
REGION CODE ADDRESS : 2023 EAGLE COURT
01 CITY : SANTA ROSA
STATE/ZIP : CA 95403
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 450,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,956.18 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 76.27100
----------------------------------------------------------------------------
0 0032018962 MORTGAGORS: BIRCH SAMUEL
HALL LORAINE
REGION CODE ADDRESS : 744 SOUTH CEDROS AVENUE
01 CITY : SOLANA BEACH
STATE/ZIP : CA 92075
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,792.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,751.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 72.22200
----------------------------------------------------------------------------
0 0032019119 MORTGAGORS: WILKINS DAVID
WILKINS CHRISTINE
REGION CODE ADDRESS : 1418 VIA DON JOSE
01 CITY : ALAMO
STATE/ZIP : CA 94507
MORTGAGE AMOUNT : 399,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 398,688.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,721.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 62.83400
----------------------------------------------------------------------------
0 0032019523 MORTGAGORS: REHM DANIEL
REHM ANN
REGION CODE ADDRESS : 3898 SOLAR HILLS DRIVE
01 CITY : VACAVILLE
STATE/ZIP : CA 95688
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,726.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,387.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.36500
----------------------------------------------------------------------------
0 0032019812 MORTGAGORS: QUINN JOSEPH
QUINN ELISE
REGION CODE ADDRESS : 2186 AVENIDA TORONJA
01 CITY : CARLSBAD
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 275,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,311.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,765.98 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 79.99900
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,734,800.00
P & I AMT: 11,583.33 UPB AMT: 1,733,519.78
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 59
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032020174 MORTGAGORS: ARMSTRONG GEORGE
ARMSTRONG BARBARA
REGION CODE ADDRESS : 601 EAST VALERIO STREET
01 CITY : SANTA BARBARA
STATE/ZIP : CA 93103
MORTGAGE AMOUNT : 425,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 424,684.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,971.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 73.91300
----------------------------------------------------------------------------
0 0032020182 MORTGAGORS: CRAIG GARY
CRAIG CATHY
REGION CODE ADDRESS : 3001 VIA DEL SOL
01 CITY : SAN JOSE
STATE/ZIP : CA 95132
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,795.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,724.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032020273 MORTGAGORS: HEGEDUS MARTIN
REGION CODE ADDRESS : 1066 OLEANDER COURT
01 CITY : SUNNYVALE
STATE/ZIP : CA 94086
MORTGAGE AMOUNT : 305,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 304,447.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,927.81 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 76.25000
----------------------------------------------------------------------------
0 0032020448 MORTGAGORS: WONG FRANCIS
WONG DEBRA
REGION CODE ADDRESS : 2127 N. GRANDVIEW ROAD
01 CITY : ORANGE
STATE/ZIP : CA 92867
MORTGAGE AMOUNT : 436,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 435,676.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,048.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 72.06600
----------------------------------------------------------------------------
0 0032020844 MORTGAGORS: GARDNER DANIEL
GARDNER DIANNE
REGION CODE ADDRESS : 13725 MAR SCENIC DRIVE
01 CITY : DEL MAR
STATE/ZIP : CA 92014
MORTGAGE AMOUNT : 413,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 412,693.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,887.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,835,000.00
P & I AMT: 12,560.53 UPB AMT: 1,833,296.83
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 60
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032020877 MORTGAGORS: MARTINELLI LINDA
REGION CODE ADDRESS : 22 ARGUELLO CIRCLE
01 CITY : SAN RAFAEL
STATE/ZIP : CA 94901
MORTGAGE AMOUNT : 150,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 149,885.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,036.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 25.00000
----------------------------------------------------------------------------
0 0032020984 MORTGAGORS: GRAVES PAUL
GRAVES AUGUSTA
REGION CODE ADDRESS : 12730 CHAPARRAL AVENUE
01 CITY : SARATOGA
STATE/ZIP : CA 95070
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,762.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,237.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032021040 MORTGAGORS: BEISEL MARTIN
BEISEL BEVERLY
REGION CODE ADDRESS : 53340 AVENIDA OBREGON
01 CITY : LA QUINTA
STATE/ZIP : CA 92253
MORTGAGE AMOUNT : 73,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 73,450.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 539.32 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 8.00000 PRODUCT CODE : 250
LTV : 70.00000
----------------------------------------------------------------------------
0 0032021107 MORTGAGORS: GRANOWITZ DAVID
GRANOWITZ LESLIE
REGION CODE ADDRESS : 5384 CARMENTO DRIVE
01 CITY : AGOURA AREA
STATE/ZIP : CA 91301
MORTGAGE AMOUNT : 338,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 338,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,305.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 77.70100
----------------------------------------------------------------------------
0 0032021263 MORTGAGORS: KAUFFMAN RENNIS
KAUFFMAN BONNA
REGION CODE ADDRESS : 521 SEACLIFF DRIVE
01 CITY : APTOS
STATE/ZIP : CA 95003
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,750.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,182.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,201,500.00
P & I AMT: 8,301.54 UPB AMT: 1,200,849.42
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 61
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032021339 MORTGAGORS: COLLIER SAMUEL
REGION CODE ADDRESS : 26526 SIERRA VISTA
01 CITY : MISSION VIEJO
STATE/ZIP : CA 92692
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,763.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 73.61100
----------------------------------------------------------------------------
0 0032021529 MORTGAGORS: FONG ULRICK
FONG ANN
REGION CODE ADDRESS : 14 FECAMP
01 CITY : NEWPORT COAST
STATE/ZIP : CA 92657
MORTGAGE AMOUNT : 368,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 367,705.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,479.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032021859 MORTGAGORS: LUCAS RAYMOND
LOERA DOLORES
REGION CODE ADDRESS : 4845 EGGERS DRIVE
01 CITY : FREEMONT
STATE/ZIP : CA 94536
MORTGAGE AMOUNT : 252,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,585.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,676.57 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 68.10800
----------------------------------------------------------------------------
0 0032022469 MORTGAGORS: PATIL PRIYA
PATIL MADHAV
REGION CODE ADDRESS : 5600 CAPRICE COMMON
01 CITY : FREMONT
STATE/ZIP : CA 94538
MORTGAGE AMOUNT : 203,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 203,029.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,334.88 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032022659 MORTGAGORS: NEMIROVSKIY BORIS
NEMIROVSKAYA YANINA
REGION CODE ADDRESS : 1 BELFORD DRIVE
01 CITY : DALY CITY
STATE/ZIP : CA 94015
MORTGAGE AMOUNT : 297,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,973.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,052.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 69.92900
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,385,400.00
P & I AMT: 9,306.48 UPB AMT: 1,384,294.50
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 62
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032022741 MORTGAGORS: PAGE JOHN
REGION CODE ADDRESS : 826 WINDRIDGE CIRCLE
01 CITY : SAN MARCOS
STATE/ZIP : CA 92069
MORTGAGE AMOUNT : 268,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,774.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,760.57 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032023426 MORTGAGORS: CARLSON THOMAS
CARLSON JULIE
REGION CODE ADDRESS : 1690 LAPORTE DRIVE
01 CITY : ROSEVILLE
STATE/ZIP : CA 95747
MORTGAGE AMOUNT : 381,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 381,321.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,475.37 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 89.99100
----------------------------------------------------------------------------
0 0032023590 MORTGAGORS: COOK DIANE
COOK TIMOTHY
REGION CODE ADDRESS : 20705 VICTOR STREET
01 CITY : TORRANCE
STATE/ZIP : CA 90503
MORTGAGE AMOUNT : 251,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,804.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,712.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 69.72200
----------------------------------------------------------------------------
0 0032023608 MORTGAGORS: YANG JUN
YANG DONG\
REGION CODE ADDRESS : 750 SOUTH SPAULDING AVENUE UNIT 134
01 CITY : LOS ANGELES
STATE/ZIP : CA 90036
MORTGAGE AMOUNT : 150,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 149,663.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,048.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 62.50000
----------------------------------------------------------------------------
0 0032023780 MORTGAGORS: BERTOLANI VICTOR
BERTOLANI CATHERINE
REGION CODE ADDRESS : 2201 MORLEY WAY
01 CITY : SACRAMENTO
STATE/ZIP : CA 95825
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,593.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,773.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 57.77777
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,310,650.00
P & I AMT: 8,770.69 UPB AMT: 1,309,157.49
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 63
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032024440 MORTGAGORS: DEAN ELLANE
REGION CODE ADDRESS : 3314 INDIAN MESA DRIVE
01 CITY : THOUSAND OAKS
STATE/ZIP : CA 91360
MORTGAGE AMOUNT : 276,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 276,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,929.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0032024556 MORTGAGORS: BRODIE DENNIS
BRODIE TINA
REGION CODE ADDRESS : 2891 OPAL COURT
01 CITY : SIMI VALLEY
STATE/ZIP : CA 93063
MORTGAGE AMOUNT : 290,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 290,173.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,981.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032024804 MORTGAGORS: ROBERTSON VERONICA
REGION CODE ADDRESS : 82 MIRABEL AVENUE
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94110
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 419,680.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,900.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032024887 MORTGAGORS: MITCHELL JAY
MITCHELL MONICA
REGION CODE ADDRESS : 25912 RICHVILLE DRIVE
01 CITY : TORRANCE
STATE/ZIP : CA 90505
MORTGAGE AMOUNT : 252,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,788.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,655.47 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------------------
0 0032024929 MORTGAGORS: FONTES KENNETH
FONTES SUSAN
REGION CODE ADDRESS : 174 VIA BANDOLERO
01 CITY : ARROYO GRANDE
STATE/ZIP : CA 93420
MORTGAGE AMOUNT : 358,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 357,699.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,351.81 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 71.60000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,596,400.00
P & I AMT: 10,818.99 UPB AMT: 1,595,341.38
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 64
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032025157 MORTGAGORS: JOHNSON JERRY
JOHNSON MARILYN
REGION CODE ADDRESS : 1930 10TH AVENUE
01 CITY : SACRAMENTO
STATE/ZIP : CA 95818
MORTGAGE AMOUNT : 326,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 326,151.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,254.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032025744 MORTGAGORS: MALONE WILLIAM
MALONE MARGARET
REGION CODE ADDRESS : 12951 AVENIDA LA VALENCIA
01 CITY : POWAY
STATE/ZIP : CA 92064
MORTGAGE AMOUNT : 432,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 431,370.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,057.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032025785 MORTGAGORS: SMALL MICHAEL
SMALL LINDA
REGION CODE ADDRESS : 6007 ALTMARK AVE
01 CITY : WHITTIER
STATE/ZIP : CA 90601
MORTGAGE AMOUNT : 276,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,707.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,863.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 89.80500
----------------------------------------------------------------------------
0 0032025801 MORTGAGORS: MOOSANI KADER
REGION CODE ADDRESS : 111 SOUTH BELLEZA LANE
01 CITY : ANAHEIM
STATE/ZIP : CA 92807
MORTGAGE AMOUNT : 588,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 587,146.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,161.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 69.17600
----------------------------------------------------------------------------
0 0032025835 MORTGAGORS: ELPARIN RICHARD
ELPARIN PAMELA
REGION CODE ADDRESS : 21 RAINBOW FALLS #28
01 CITY : IRVINE
STATE/ZIP : CA 92612
MORTGAGE AMOUNT : 284,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,415.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,865.68 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 71.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,907,000.00
P & I AMT: 13,203.06 UPB AMT: 1,903,790.64
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 65
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032025850 MORTGAGORS: QUINN KIMBERLY
QUINN MICHAEL
REGION CODE ADDRESS : 745 38TH AVENUE
01 CITY : SANTA CRUZ
STATE/ZIP : CA 95062
MORTGAGE AMOUNT : 276,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,680.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,813.12 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032025892 MORTGAGORS: BABICK DENNIS
BABICK JOSEPHINE
REGION CODE ADDRESS : 14759 ALAVDO PLACE
01 CITY : POWAY
STATE/ZIP : CA 92064
MORTGAGE AMOUNT : 264,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,783.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,756.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032026064 MORTGAGORS: HOFFMAN GRACE
HOFFMAN TERESA
REGION CODE ADDRESS : 1016 CIMA DRIVE
01 CITY : SAN MARCOS
STATE/ZIP : CA 92069
MORTGAGE AMOUNT : 248,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,014.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,528.52 OUTSIDE CONV DATE :
LIFETIME RATE : 6.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.25000 PRODUCT CODE : 002
LTV : 94.98500
----------------------------------------------------------------------------
0 0032026304 MORTGAGORS: SMITH DONALD
REGION CODE ADDRESS : 18691 PLUMOSA STREET
01 CITY : FOUNTAIN VALLEY
STATE/ZIP : CA 92708
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,832.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032026346 MORTGAGORS: COBEZ ROBERT
SURRELL LINDA
REGION CODE ADDRESS : 215 CALCITA DRIVE
01 CITY : SANTA CRUZ
STATE/ZIP : CA 95060
MORTGAGE AMOUNT : 339,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 338,722.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,255.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 57.94800
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,399,250.00
P & I AMT: 9,185.94 UPB AMT: 1,398,200.82
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 66
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032026650 MORTGAGORS: RUSHWORTH MCKEE RENEE
MCKEE LLOYD
REGION CODE ADDRESS : 920 INDEPENDENCE DRIVE
01 CITY : TRACY
STATE/ZIP : CA 95376
MORTGAGE AMOUNT : 298,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,778.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,083.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 79.46600
----------------------------------------------------------------------------
0 0032026940 MORTGAGORS: SEWALL MARK
REGION CODE ADDRESS : 6282 MYRTLE DRIVE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92647
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,862.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 78.78700
----------------------------------------------------------------------------
0 0032026973 MORTGAGORS: LADNER TODD
LADNER CARMEN
REGION CODE ADDRESS : 340 CLIFTON AVENUE
01 CITY : SAN CARLOS
STATE/ZIP : CA 94070
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 329,183.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,195.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.86206
----------------------------------------------------------------------------
0 0032027690 MORTGAGORS: VAN LOY MICHAEL
MARTELLO MICHELE
REGION CODE ADDRESS : 25757 CLOVERFIELD COURT
01 CITY : CASTRO VALLEY
STATE/ZIP : CA 94552
MORTGAGE AMOUNT : 325,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 325,950.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,195.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.99100
----------------------------------------------------------------------------
0 0032027906 MORTGAGORS: WHITE ROBERT
WHITE EILEEN
REGION CODE ADDRESS : 121 LEXFORD ROAD
01 CITY : PIEDMONT
STATE/ZIP : CA 94611
MORTGAGE AMOUNT : 515,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 514,837.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,471.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 67.35200
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,729,200.00
P & I AMT: 11,809.15 UPB AMT: 1,727,750.57
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 67
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032027930 MORTGAGORS: SEMERDJIAN DICKRAN
SEMERDJIAN PEGGY
REGION CODE ADDRESS : 13405 MARCASEL PLACE
01 CITY : SAN DIEGO
STATE/ZIP : CA 92130
MORTGAGE AMOUNT : 616,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 616,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,098.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032028151 MORTGAGORS: ROBERTS MARK
ROBERTS HEATHER
REGION CODE ADDRESS : 11689 KITZBUHEL ROAD
01 CITY : TRUCKEE
STATE/ZIP : CA 96161
MORTGAGE AMOUNT : 277,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,100.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,913.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.99400
----------------------------------------------------------------------------
0 0032028342 MORTGAGORS: RONEN SHLOMO
RONEN REBECCA
REGION CODE ADDRESS : 4505 TOBIAS AVENUE
01 CITY : SHERMAN OAKS
STATE/ZIP : CA 91403
MORTGAGE AMOUNT : 383,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 382,429.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,678.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 78.32300
----------------------------------------------------------------------------
0 0032028490 MORTGAGORS: WAGER GARY
WAGER JANET
REGION CODE ADDRESS : 12990 SPRING MEADOW DRIVE
01 CITY : GALT
STATE/ZIP : CA 95632
MORTGAGE AMOUNT : 248,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,796.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,649.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 250
LTV : 78.73000
----------------------------------------------------------------------------
0 0032028599 MORTGAGORS: RAYA ANTHONY
RAYA LAURA
REGION CODE ADDRESS : 2230 GARDENIA AVENUE
01 CITY : ONTARIO
STATE/ZIP : CA 91762
MORTGAGE AMOUNT : 245,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,804.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,650.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 94.96100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,769,100.00
P & I AMT: 11,990.68 UPB AMT: 1,768,130.52
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 68
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032028680 MORTGAGORS: JOHNSON JEFFREY
LUSTIG LAUREN
REGION CODE ADDRESS : 1333 ETHEL STREET
01 CITY : GLENDALE
STATE/ZIP : CA 91207
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 324,733.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,162.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 77.75100
----------------------------------------------------------------------------
0 0032028722 MORTGAGORS: CASKEY DONALD
CASKEY SUSAN
REGION CODE ADDRESS : 27182 HIDDEN TRAIL ROAD
01 CITY : LAGUNA HILLS
STATE/ZIP : CA 92653
MORTGAGE AMOUNT : 475,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 474,600.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,120.42 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 67.85700
----------------------------------------------------------------------------
0 0032028821 MORTGAGORS: GRAYDON ROBERT
GRAYDON CHERIE
REGION CODE ADDRESS : 1 GINGER LILY COURT
01 CITY : COTO DE CAZA AREA,
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 375,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 375,199.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,529.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.99700
----------------------------------------------------------------------------
0 0032028839 MORTGAGORS: DONOFRIO JOSEPH
DONOFRIO LINDA
REGION CODE ADDRESS : 412 16TH STREET
01 CITY : PACIFIC GROVE
STATE/ZIP : CA 93950
MORTGAGE AMOUNT : 354,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 353,931.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,388.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 69.78300
----------------------------------------------------------------------------
0 0032028862 MORTGAGORS: ALFORD JEANNE
REGION CODE ADDRESS : 307 BEACON SHORES DRIVE
01 CITY : REDWOOD CITY
STATE/ZIP : CA 94065
MORTGAGE AMOUNT : 373,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 373,450.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,547.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 78.62100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,903,450.00
P & I AMT: 12,748.41 UPB AMT: 1,901,915.56
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 69
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032028938 MORTGAGORS: MOORE ROBERT
MOORE TRACI
REGION CODE ADDRESS : 25488 VIA DALIA
01 CITY : SANTA CLARITA
STATE/ZIP : CA 91355
MORTGAGE AMOUNT : 213,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 213,433.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,457.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032029084 MORTGAGORS: YOUNG DOUGLAS
YOUNG DONNA
REGION CODE ADDRESS : 16914 MARIPOSA AVENUE
01 CITY : RIVERSIDE
STATE/ZIP : CA 92504
MORTGAGE AMOUNT : 326,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 326,138.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,199.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032029126 MORTGAGORS: JOYCE ROBERT
JOYCE CHETNA
REGION CODE ADDRESS : 5814 AVIGNON COURT
01 CITY : SAN JOSE
STATE/ZIP : CA 95138
MORTGAGE AMOUNT : 525,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 524,580.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,537.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 71.52500
----------------------------------------------------------------------------
0 0032029167 MORTGAGORS: CLAYMAN DEAN
CLAYMAN JENNIFER
REGION CODE ADDRESS : 45 GOLDEN STAR
01 CITY : IRVINE
STATE/ZIP : CA 92604
MORTGAGE AMOUNT : 255,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,500.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,744.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 78.67600
----------------------------------------------------------------------------
0 0032029209 MORTGAGORS: REIFINGER PHILLIP
REIFINGER JEAN
REGION CODE ADDRESS : 27306 BLUERIDGE DRIVE
01 CITY : VALENCIA (AREA, SANTA CLA
STATE/ZIP : CA 91354
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 314,715.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,991.02 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 76.82900
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,635,700.00
P & I AMT: 10,928.52 UPB AMT: 1,634,368.28
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 70
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032029258 MORTGAGORS: CHANG BENJAMIN
CHANG ALICE
REGION CODE ADDRESS : 6365 PRINCEVILLE CIRCLE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92648
MORTGAGE AMOUNT : 440,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 439,639.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,927.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 51.46198
----------------------------------------------------------------------------
0 0032029365 MORTGAGORS: PASHA ABBAS
SAMGHBADI FATANEH
REGION CODE ADDRESS : 25991 MIRAMONTE DRIVE
01 CITY : MISSION VIEJO
STATE/ZIP : CA 92692
MORTGAGE AMOUNT : 225,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 224,824.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,534.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 70.75471
----------------------------------------------------------------------------
0 0032029423 MORTGAGORS: DUPONT CATHLEEN
REGION CODE ADDRESS : 20011 CROWN REEF LANE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92646
MORTGAGE AMOUNT : 292,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 291,760.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,942.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 78.91800
----------------------------------------------------------------------------
0 0032029449 MORTGAGORS: MUNGOVAN MICHAEL
MUNGOVAN SANDRA
REGION CODE ADDRESS : 336 VIA PASQUAL
01 CITY : TORRANCE
STATE/ZIP : CA 90277
MORTGAGE AMOUNT : 307,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 307,228.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,968.96 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 62.75510
----------------------------------------------------------------------------
0 0032029456 MORTGAGORS: LARSEN LYLE
REGION CODE ADDRESS : 1716 MAPLE STREET
01 CITY : SANTA MONICA
STATE/ZIP : CA 90405
MORTGAGE AMOUNT : 283,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,578.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,978.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 75.87131
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,547,500.00
P & I AMT: 10,352.66 UPB AMT: 1,546,031.79
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 71
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032029621 MORTGAGORS: RAVIZE PAUL
RAVIZE ROBIN
REGION CODE ADDRESS : 16056 CHALLIS STREET
01 CITY : FOUNTAIN VALLEY
STATE/ZIP : CA 92708
MORTGAGE AMOUNT : 247,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,297.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,646.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0032029647 MORTGAGORS: MAHBOUBI MOHAMMAD
JODIERI RAHELEH
REGION CODE ADDRESS : 464 NOREN STREET
01 CITY : LA CANADA FLINTRIDGE
STATE/ZIP : CA 91011
MORTGAGE AMOUNT : 429,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 429,239.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,822.17 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 74.71300
----------------------------------------------------------------------------
0 0032029688 MORTGAGORS: JAFARPOUR AMIR
PRANG LECIA
REGION CODE ADDRESS : 3951 BLACOW COURT
01 CITY : PLEASANTON
STATE/ZIP : CA 94566
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,760.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,872.25 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 73.07600
----------------------------------------------------------------------------
0 0032029886 MORTGAGORS: FRIDDLE GREGORY
FRIDDLE JUDITH
REGION CODE ADDRESS : 11550 E LOUISE AVENUE
01 CITY : MANTECA
STATE/ZIP : CA 95336
MORTGAGE AMOUNT : 278,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,542.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,849.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 74.13300
----------------------------------------------------------------------------
0 0032029977 MORTGAGORS: DANIELS ROBERT
DANIELS ERIN
REGION CODE ADDRESS : 46485 CAMEO PALMS DRIVE
01 CITY : LA QUINTA
STATE/ZIP : CA 92253
MORTGAGE AMOUNT : 545,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 544,574.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,717.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 68.12500
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,785,100.00
P & I AMT: 11,908.45 UPB AMT: 1,783,414.53
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 72
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032030041 MORTGAGORS: ESSLINGER DAVID
ESSLINGER PEGGY
REGION CODE ADDRESS : 5286 EVANWOOD AVENUE
01 CITY : AGOURA AREA
STATE/ZIP : CA 91301
MORTGAGE AMOUNT : 319,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 318,738.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,122.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 74.18600
----------------------------------------------------------------------------
0 0032030132 MORTGAGORS: TOHL BERNARD
TOHL JANET
REGION CODE ADDRESS : 2514 APOLLO DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90046
MORTGAGE AMOUNT : 475,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 474,600.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,120.42 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 68.34500
----------------------------------------------------------------------------
0 0032030207 MORTGAGORS: SMITH ROBERT
SMITH PATRICIA
REGION CODE ADDRESS : 3510 DAYBREAK COURT
01 CITY : SANTA ROSA
STATE/ZIP : CA 95404
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 499,590.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,326.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.05100
----------------------------------------------------------------------------
0 0032030413 MORTGAGORS: MEDINNUS COLLEEN
GRANT LAURA
REGION CODE ADDRESS : 1730 PATIO DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95125
MORTGAGE AMOUNT : 379,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 378,681.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,489.77 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 63.16600
----------------------------------------------------------------------------
0 0032030496 MORTGAGORS: VASQUEZ GLORIA
REGION CODE ADDRESS : 3431 ST. SUSAN PLACE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90403
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,747.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,970.79 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,973,000.00
P & I AMT: 13,029.82 UPB AMT: 1,971,359.15
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 73
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032030520 MORTGAGORS: HOLLAND SEAN
REGION CODE ADDRESS : 3112 NORTH LAMER STREET
01 CITY : BURBANK
STATE/ZIP : CA 91504
MORTGAGE AMOUNT : 391,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 390,679.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,601.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 89.88500
----------------------------------------------------------------------------
0 0032030546 MORTGAGORS: MARTIN JAY
MARTIN CATHERINE
REGION CODE ADDRESS : 14 CLUB VISTA
01 CITY : DOVE CANYON
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 352,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 351,718.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,371.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032030611 MORTGAGORS: CRUSE DAVID
CRUSE EVELYN
REGION CODE ADDRESS : 9 TEPOLITO
01 CITY : RANCHO SANTA MARGARITA
STATE/ZIP : CA 92688
MORTGAGE AMOUNT : 242,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,250.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,693.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
0 0032030710 MORTGAGORS: ELLINGSON ANN
ELLINGSON JERRY
REGION CODE ADDRESS : 12216 TIARA STREET
01 CITY : VALLEY VILLAGE AREA, LOS
STATE/ZIP : CA 91607
MORTGAGE AMOUNT : 308,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 308,453.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,079.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0032030736 MORTGAGORS: ODA PAUL
ODA SHARON
REGION CODE ADDRESS : 4713 REESE ROAD
01 CITY : TORRANCE
STATE/ZIP : CA 90505
MORTGAGE AMOUNT : 309,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,146.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,058.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.46300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,603,350.00
P & I AMT: 10,804.90 UPB AMT: 1,602,247.52
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 74
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032030744 MORTGAGORS: ENGLER RALPH
REGION CODE ADDRESS : 714 SOUTH BROADWAY UNIT #A
01 CITY : REDONDO BEACH
STATE/ZIP : CA 90277
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,771.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,072.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 71.42800
----------------------------------------------------------------------------
0 0032030769 MORTGAGORS: HUNTER RAYMOND
HUNTER DIANE
REGION CODE ADDRESS : 28396 VIA ALFONSE
01 CITY : LAGUNA NIGUEL
STATE/ZIP : CA 92677
MORTGAGE AMOUNT : 378,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 377,690.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,514.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0032030777 MORTGAGORS: EDMONDSON WAYNE
EDMONDSON PAMELA
REGION CODE ADDRESS : 2650 PALMETTO
01 CITY : TUSTIN
STATE/ZIP : CA 92782
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,754.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,995.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------------------
0 0032030793 MORTGAGORS: JULIEN RICHARD
JULIEN JUDY
REGION CODE ADDRESS : 24567 STONEGATE DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 91304
MORTGAGE AMOUNT : 334,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 333,719.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,194.15 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/27
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 71.21535
----------------------------------------------------------------------------
0 0032030827 MORTGAGORS: MURRAY SHANE
MURRAY JILL
REGION CODE ADDRESS : 20881 SKIMMER LANE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92646
MORTGAGE AMOUNT : 294,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,346.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,910.77 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 79.98900
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,606,600.00
P & I AMT: 10,687.71 UPB AMT: 1,605,281.71
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 75
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032030843 MORTGAGORS: MOURA JOHN
REGION CODE ADDRESS : 430 SOUTH CLARK DRIVE
01 CITY : BEVERLY HILLS
STATE/ZIP : CA 90211
MORTGAGE AMOUNT : 432,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 431,645.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,874.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 78.54500
----------------------------------------------------------------------------
0 0032030926 MORTGAGORS: CROUCH WAYNE
CROUCH PATRICIA
REGION CODE ADDRESS : 13365 MEADOW WOOD LANE
01 CITY : GRANADA HILLS AREA
STATE/ZIP : CA 91344
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,790.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,696.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 78.46100
----------------------------------------------------------------------------
0 0032030934 MORTGAGORS: PARKER HAROLD
PARKER SUSAN
REGION CODE ADDRESS : 1405 EDGECLIFF LANE
01 CITY : PASADENA
STATE/ZIP : CA 91107
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 399,672.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,661.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 70.17500
----------------------------------------------------------------------------
0 0032030959 MORTGAGORS: HODGKINS MICHAEL
HODGKINS CONNIE
REGION CODE ADDRESS : 100 BROOKLINE
01 CITY : MORAGA
STATE/ZIP : CA 94556
MORTGAGE AMOUNT : 373,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 372,709.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,544.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 78.52600
----------------------------------------------------------------------------
0 0032030967 MORTGAGORS: CATLIN DAVID
CATLIN LINDA
REGION CODE ADDRESS : 1289 SOUTH WESTWIND CIRCLE
01 CITY : THOUSAND OAKS
STATE/ZIP : CA 91361
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 399,663.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,627.72 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 60.60600
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,860,000.00
P & I AMT: 12,404.09 UPB AMT: 1,858,481.95
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 76
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032030983 MORTGAGORS: MCCARTNEY ROBERT
MCCARTNEY KAREN
REGION CODE ADDRESS : 34864 PALOMARES ROAD
01 CITY : CASTRO VALLEY(UNINCOR. OF
STATE/ZIP : CA 94552
MORTGAGE AMOUNT : 271,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,783.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,825.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 47.13000
----------------------------------------------------------------------------
0 0032030991 MORTGAGORS: ESPOSITO VINCENT
ESPOSITO KATHLEEN
REGION CODE ADDRESS : 35 CEDARBROOK
01 CITY : IRVINE
STATE/ZIP : CA 92620
MORTGAGE AMOUNT : 463,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 462,611.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,041.59 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 74.08000
----------------------------------------------------------------------------
0 0032031007 MORTGAGORS: WORTHLEY ROBERT
WORTHLEY ZAIDA
REGION CODE ADDRESS : 728 OPAL AVENUE
01 CITY : VENTURA
STATE/ZIP : CA 93004
MORTGAGE AMOUNT : 259,875.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,561.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,728.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 81.21000
----------------------------------------------------------------------------
0 0032031031 MORTGAGORS: SANTANA WILLIAM
HORTON KENDALL
REGION CODE ADDRESS : 2123 HOLLISTER TERRACE
01 CITY : GLENDALE
STATE/ZIP : CA 91206
MORTGAGE AMOUNT : 309,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 308,663.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,029.92 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 56.18100
----------------------------------------------------------------------------
0 0032031049 MORTGAGORS: IYER P
IYER M
REGION CODE ADDRESS : 6 TRENTON
01 CITY : IRVINE
STATE/ZIP : CA 92620
MORTGAGE AMOUNT : 297,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,756.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,975.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 67.50000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,599,875.00
P & I AMT: 10,602.20 UPB AMT: 1,598,375.68
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 77
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032031106 MORTGAGORS: COLLINS SCOTT
PERKINS MICHI
REGION CODE ADDRESS : 5355 CHIANTI COURT
01 CITY : VALLEJO
STATE/ZIP : CA 94591
MORTGAGE AMOUNT : 245,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,804.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,650.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 94.98400
----------------------------------------------------------------------------
0 0032031387 MORTGAGORS: CAMPANILE FRANK
CAMPANILE VIVIEN
REGION CODE ADDRESS : 332 SPYGLASS WAY
01 CITY : APTOS
STATE/ZIP : CA 95003
MORTGAGE AMOUNT : 364,760.00 OPTION TO CONVERT :
UNPAID BALANCE : 364,453.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,396.21 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032031536 MORTGAGORS: LIN TA-TUNG
HSIANG KAREN
REGION CODE ADDRESS : 6894 GLENVIEW DRIVE\
01 CITY : SAN JOSE
STATE/ZIP : CA 95120
MORTGAGE AMOUNT : 297,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,768.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,026.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 64.56500
----------------------------------------------------------------------------
0 0032031619 MORTGAGORS: YEE BENJAMIN
YEE TRUDY
REGION CODE ADDRESS : 20248 SARATOGA VISTA COURT
01 CITY : SARATOGA
STATE/ZIP : CA 95070
MORTGAGE AMOUNT : 289,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,768.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,947.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 34.00000
----------------------------------------------------------------------------
0 0032032138 MORTGAGORS: YINGLING WILLIAM
YINGLING BARBARA
REGION CODE ADDRESS : 2308 PACIFIC DRIVE
01 CITY : CORONA DEL MAR
STATE/ZIP : CA 92625
MORTGAGE AMOUNT : 495,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 494,186.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,293.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 34.13700
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,690,760.00
P & I AMT: 11,313.19 UPB AMT: 1,688,980.97
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 78
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032032229 MORTGAGORS: SANFORD JEFF
KELLY MONICA
REGION CODE ADDRESS : 740 SANTA CLARA AVENUE
01 CITY : ALAMEDA
STATE/ZIP : CA 94501
MORTGAGE AMOUNT : 274,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,569.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,805.24 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 74.27000
----------------------------------------------------------------------------
0 0032032450 MORTGAGORS: AMBROSON DONALD
AMBROSON TAMARA
REGION CODE ADDRESS : 14 CEDAR TREE LANE
01 CITY : IRVINE
STATE/ZIP : CA 92612
MORTGAGE AMOUNT : 282,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,256.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,832.29 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 78.47200
----------------------------------------------------------------------------
0 0032032724 MORTGAGORS: COATES MATTHEW
REGION CODE ADDRESS : 24 BAYVIEW COURT
01 CITY : MILLBRAE
STATE/ZIP : CA 94030
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,764.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,839.40 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032032732 MORTGAGORS: PALEY MARC
REGION CODE ADDRESS : 211 ROSS WAY
01 CITY : SAN BRUNO
STATE/ZIP : CA 94066
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,780.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,069.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 89.69697
----------------------------------------------------------------------------
0 0032032799 MORTGAGORS: MENZ MARTIN
MENZ TRACI
REGION CODE ADDRESS : 1135 MT WHITNEY ST
01 CITY : LIVERMORE
STATE/ZIP : CA 94550
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,089.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,751.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,393,300.00
P & I AMT: 9,298.27 UPB AMT: 1,391,460.64
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 79
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032032963 MORTGAGORS: WILKE PETER
WILKE ANNE
REGION CODE ADDRESS : 5 HIGH BLUFF
01 CITY : LAGUNA NIGUEL
STATE/ZIP : CA 92677
MORTGAGE AMOUNT : 329,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 328,743.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,244.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 59.81800
----------------------------------------------------------------------------
0 0032033110 MORTGAGORS: CHANG LESLIE
CHANG NINA
REGION CODE ADDRESS : 624 FAIRWAY CIRCLE
01 CITY : HILLSBOROUGH
STATE/ZIP : CA 94010
MORTGAGE AMOUNT : 520,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 519,594.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,547.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 49.52381
----------------------------------------------------------------------------
0 0032033243 MORTGAGORS: CERVERO ANTHONY
CERVERO JUNE
REGION CODE ADDRESS : 326 CONTRA COSTA AVENUE
01 CITY : VENTURA
STATE/ZIP : CA 93004
MORTGAGE AMOUNT : 283,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,768.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,882.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 78.61100
----------------------------------------------------------------------------
0 0032034209 MORTGAGORS: LIPSCHITZ WAYNE
REGION CODE ADDRESS : 20842 BETRON STREET
01 CITY : LOS ANGELES
STATE/ZIP : CA 91364
MORTGAGE AMOUNT : 406,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 406,174.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,738.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 77.42800
----------------------------------------------------------------------------
0 0032034225 MORTGAGORS: GORMAN GREGORY
GORMAN JOAN
REGION CODE ADDRESS : 5159 MARVALE DRIVE
01 CITY : LOS ANGELES AREA
STATE/ZIP : CA 90043
MORTGAGE AMOUNT : 244,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,814.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,685.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,782,500.00
P & I AMT: 12,098.41 UPB AMT: 1,781,094.96
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 80
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032034241 MORTGAGORS: DOWNS BRYAN
DOWNS BARBARA
REGION CODE ADDRESS : 6614 WHITBOURNE DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95120
MORTGAGE AMOUNT : 333,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 332,746.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,299.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 61.66600
----------------------------------------------------------------------------
0 0032034258 MORTGAGORS: WANNER KENNETH
REGION CODE ADDRESS : 18743 SANTA ISADORA STREET
01 CITY : FOUNTAIN VALLEY
STATE/ZIP : CA 92708
MORTGAGE AMOUNT : 321,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 320,749.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,189.79 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 76.42800
----------------------------------------------------------------------------
0 0032034373 MORTGAGORS: HO JOHN
HO CYNTHIA
REGION CODE ADDRESS : 8 ELDERWOOD
01 CITY : ALISO VIEJO
STATE/ZIP : CA 92656
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,757.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,760.86 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 71.42800
----------------------------------------------------------------------------
0 0032034399 MORTGAGORS: DE KUNFFY CHARLES
REGION CODE ADDRESS : 82 DRIFTWOOD CIRCLE
01 CITY : PACIFICA
STATE/ZIP : CA 94044
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,754.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,995.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 66.66600
----------------------------------------------------------------------------
0 0032034407 MORTGAGORS: WENDZEL STAN
WENDZEL DENISE
REGION CODE ADDRESS : 2207 VIA IRIS
01 CITY : SAN CLEMENTE
STATE/ZIP : CA 92673
MORTGAGE AMOUNT : 303,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 302,763.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,067.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 67.33300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,532,000.00
P & I AMT: 10,313.51 UPB AMT: 1,530,771.30
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 81
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032034423 MORTGAGORS: D'HONDT JOHANN
D'HONDT HAE-SOON
REGION CODE ADDRESS : 470 BERESFORD AVENUE
01 CITY : REDWOOD CITY
STATE/ZIP : CA 94061
MORTGAGE AMOUNT : 385,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 385,583.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,567.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 51.45333
----------------------------------------------------------------------------
0 0032034449 MORTGAGORS: VI PETER
VI THUY
REGION CODE ADDRESS : 8631 ORANGEWOOD AVENUE
01 CITY : GARDEN GROVE
STATE/ZIP : CA 92841
MORTGAGE AMOUNT : 310,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 310,001.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,090.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 85.00000
----------------------------------------------------------------------------
0 0032034464 MORTGAGORS: MCCALLA LONNY
MCCALLA PATRICIA
REGION CODE ADDRESS : 18 SWALLOWS LANE
01 CITY : TRABUCO CANYON AREA
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 374,692.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,494.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0032034472 MORTGAGORS: CARLSEN MICHAEL
CARLSEN DAWN
REGION CODE ADDRESS : 1602 STONEHENGE WAY
01 CITY : PETALUMA
STATE/ZIP : CA 94954
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,770.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,862.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 74.66600
----------------------------------------------------------------------------
0 0032034506 MORTGAGORS: NGUYEN DINH
REGION CODE ADDRESS : 1201 SOUTHPOINT VIEW STREET
01 CITY : LOS ANGELES
STATE/ZIP : CA 90035
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,783.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,968.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,636,150.00
P & I AMT: 10,983.80 UPB AMT: 1,634,831.78
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 82
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032034530 MORTGAGORS: ASBERRY SHARON
REGION CODE ADDRESS : 2402 FELTON LANE
01 CITY : REDONDO BEACH
STATE/ZIP : CA 90278
MORTGAGE AMOUNT : 227,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 227,318.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,532.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0032034613 MORTGAGORS: HARRISON ANDREW
REGION CODE ADDRESS : 2795 RUBINO CIRCLE
01 CITY : SAN JOSE
STATE/ZIP : CA 95125
MORTGAGE AMOUNT : 300,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,653.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,001.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.99000
----------------------------------------------------------------------------
0 0032034621 MORTGAGORS: PERAZZO BERNICE
REGION CODE ADDRESS : 1552 SAN ANSELMO AVENUE
01 CITY : SAN ANSELMO
STATE/ZIP : CA 94960
MORTGAGE AMOUNT : 356,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 355,708.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,368.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 74.16600
----------------------------------------------------------------------------
0 0032034647 MORTGAGORS: ROGERS-NEECE JUDY
REGION CODE ADDRESS : 1436 WILLOWGREEN COURT
01 CITY : ENCINITAS
STATE/ZIP : CA 92024
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,794.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,864.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 70.12900
----------------------------------------------------------------------------
0 0032034654 MORTGAGORS: DEL GRANDE CHRIS
MELIN DAN
REGION CODE ADDRESS : 846 BREVINS LOOP
01 CITY : SAN JOSE
STATE/ZIP : CA 95125
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,705.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,299.26 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 77.51100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,504,400.00
P & I AMT: 10,067.18 UPB AMT: 1,503,180.10
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 83
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032034662 MORTGAGORS: BROCKWAY ROBERT
BROCKWAY JENIFER
REGION CODE ADDRESS : 30303 GANADO DRIVE
01 CITY : RANCHO PALOS VERDE
STATE/ZIP : CA 90275
MORTGAGE AMOUNT : 397,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 397,197.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,745.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 70.35300
----------------------------------------------------------------------------
0 0032034670 MORTGAGORS: JAWAID MUHAMMED
JAWAID LUBNA
REGION CODE ADDRESS : 102 GERBERA STREET
01 CITY : DANVILLE
STATE/ZIP : CA 94506
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,747.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,970.79 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 55.64800
----------------------------------------------------------------------------
0 0032034688 MORTGAGORS: O'HEHIR JOSEPH
MASSERIA VICKI
REGION CODE ADDRESS : 1 WOODROSE COURT
01 CITY : SAN RAFAEL
STATE/ZIP : CA 94901
MORTGAGE AMOUNT : 520,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 519,584.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,503.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 64.19700
----------------------------------------------------------------------------
0 0032034704 MORTGAGORS: WITTY DAVID
WITTY ABBI
REGION CODE ADDRESS : 10405 PINYON AVENUE
01 CITY : TUJUNGA
STATE/ZIP : CA 91042
MORTGAGE AMOUNT : 224,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 223,833.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,566.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 73.92700
----------------------------------------------------------------------------
0 0032034720 MORTGAGORS: GOWER ANDREW
GOWER JULIE
REGION CODE ADDRESS : 2430 5TH STREET, #F
01 CITY : BERKELEY
STATE/ZIP : CA 94710
MORTGAGE AMOUNT : 292,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,254.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,921.52 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,734,000.00
P & I AMT: 11,707.33 UPB AMT: 1,732,617.67
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 84
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032034787 MORTGAGORS: VERDI JOHN
VERDI REBECCA
REGION CODE ADDRESS : 8404 CHARLOMA DRIVE
01 CITY : DOWNEY
STATE/ZIP : CA 90240
MORTGAGE AMOUNT : 307,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 306,722.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,940.45 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 78.71700
----------------------------------------------------------------------------
0 0032034837 MORTGAGORS: KHALEDI DARIOUSH
KHALEDI SHAPAR
REGION CODE ADDRESS : 334 DEER HOLLOW DRIVE
01 CITY : NAPA
STATE/ZIP : CA 94558
MORTGAGE AMOUNT : 316,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 315,480.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,102.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 67.95600
----------------------------------------------------------------------------
0 0032034886 MORTGAGORS: LEE KWANG
LEE SO
REGION CODE ADDRESS : 882 SOUTH VICTORIA AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90005
MORTGAGE AMOUNT : 349,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,113.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,324.57 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 72.79100
----------------------------------------------------------------------------
0 0032034910 MORTGAGORS: GOYAL PRABHAT
GOYAL VINOD
REGION CODE ADDRESS : 136 COOLSPRING COURT
01 CITY : DANVILLE
STATE/ZIP : CA 94506
MORTGAGE AMOUNT : 291,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 290,784.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,034.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 54.90500
----------------------------------------------------------------------------
0 0032034928 MORTGAGORS: BERNSTEIN MAURI
REGION CODE ADDRESS : 4267 RIVERTON AVENUE
01 CITY : NORTH HOLLYWOOD
STATE/ZIP : CA 91602
MORTGAGE AMOUNT : 280,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,036.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,935.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,543,650.00
P & I AMT: 10,337.72 UPB AMT: 1,542,137.28
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 85
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032034969 MORTGAGORS: MOJABI VAHEED
REGION CODE ADDRESS : 999 WISCONSIN STREET #1
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94107
MORTGAGE AMOUNT : 168,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 167,872.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,160.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 70.00000
----------------------------------------------------------------------------
0 0032034993 MORTGAGORS: MULLINS TERRENCE
REGION CODE ADDRESS : 2243 OCCIDENTAL ROAD
01 CITY : HAYWARD
STATE/ZIP : CA 94545
MORTGAGE AMOUNT : 267,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,701.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,873.20 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 89.98900
----------------------------------------------------------------------------
0 0032035016 MORTGAGORS: HEMINGWAY FAREDAY
REGION CODE ADDRESS : 12 HERITAGE DRIVE
01 CITY : SAN RAFAEL
STATE/ZIP : CA 94901
MORTGAGE AMOUNT : 292,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 291,872.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,992.64 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.91700
----------------------------------------------------------------------------
0 0032035024 MORTGAGORS: FAZELI-TEHRANI HOSSEIN
VAHABZADEH FARIMAH
REGION CODE ADDRESS : 247 GREENMOOR
01 CITY : IRVINE
STATE/ZIP : CA 92614
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,737.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,128.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 53.33300
----------------------------------------------------------------------------
0 0032035057 MORTGAGORS: FARGOTSTEIN PAUL
FARGOTSTEIN NARDA
REGION CODE ADDRESS : 23 FACULTY COURT
01 CITY : THOUSAND OAKS
STATE/ZIP : CA 91360
MORTGAGE AMOUNT : 307,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 306,766.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,120.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 78.71700
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,355,000.00
P & I AMT: 9,275.52 UPB AMT: 1,353,949.57
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 86
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032035065 MORTGAGORS: HOLLENBAUGH THOMAS
REGION CODE ADDRESS : 947-949 NORTH HARPER AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90046
MORTGAGE AMOUNT : 324,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 323,740.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,182.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 76.95900
----------------------------------------------------------------------------
0 0032035073 MORTGAGORS: SCHERZINGER MARK
SCHERZINGER SUSAN
REGION CODE ADDRESS : 26342 IVES WAY
01 CITY : LAKE FOREST
STATE/ZIP : CA 92630
MORTGAGE AMOUNT : 291,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 290,761.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,936.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 78.64800
----------------------------------------------------------------------------
0 0032035081 MORTGAGORS: STEVENS JOHN
STEVENS DIANA
REGION CODE ADDRESS : 835 PANORAMA ROAD
01 CITY : FULLERTON
STATE/ZIP : CA 92831
MORTGAGE AMOUNT : 377,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 377,319.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,640.23 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032035107 MORTGAGORS: JONES CHI
REGION CODE ADDRESS : 27779 HOMESTEAD ROAD
01 CITY : LAGUNA NIGUEL
STATE/ZIP : CA 92677
MORTGAGE AMOUNT : 421,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 420,646.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,765.68 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 71.35500
----------------------------------------------------------------------------
0 0032035131 MORTGAGORS: ALPAN KENAN
ALPAN ELCIM
REGION CODE ADDRESS : 16841 SAYBROOK LANE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92649
MORTGAGE AMOUNT : 289,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,436.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,218.99 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/19
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 64.22200
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,702,600.00
P & I AMT: 11,743.79 UPB AMT: 1,700,905.17
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 87
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032035164 MORTGAGORS: CHAVEZ HECTOR
CHAVEZ FERMINA
REGION CODE ADDRESS : 27320 BRIGHTON DRIVE
01 CITY : VALENCIA AREA
STATE/ZIP : CA 91354
MORTGAGE AMOUNT : 262,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 262,284.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,746.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.54500
----------------------------------------------------------------------------
0 0032035198 MORTGAGORS: NOEBEL BARRY
NOEBEL JANE
REGION CODE ADDRESS : 20 CANDLEBUSH
01 CITY : IRVINE
STATE/ZIP : CA 92612
MORTGAGE AMOUNT : 283,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,467.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,887.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 57.31300
----------------------------------------------------------------------------
0 0032035230 MORTGAGORS: ULMER W.
ULMER BEVERLY
REGION CODE ADDRESS : 18931 SOUTH MESA DRIVE
01 CITY : VILLA PARK
STATE/ZIP : CA 92861
MORTGAGE AMOUNT : 470,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 470,514.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,132.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.34400
----------------------------------------------------------------------------
0 0032035248 MORTGAGORS: STOLO PATRICIA
REGION CODE ADDRESS : 17397 ASPENGLOW LANE
01 CITY : YORBA LINDA
STATE/ZIP : CA 92886
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,757.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,969.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 65.05494
----------------------------------------------------------------------------
0 0032035255 MORTGAGORS: BOLAND LAURENCE
BOLAND RAULINE
REGION CODE ADDRESS : 4321 HAZELBROOK AVE
01 CITY : LONG BEACH
STATE/ZIP : CA 90808
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,737.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,128.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 58.18100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,633,100.00
P & I AMT: 10,865.06 UPB AMT: 1,631,761.37
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 88
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032035388 MORTGAGORS: NESBITT FREDERICK
NESBITT VICTORIA
REGION CODE ADDRESS : 1720 EARL, AVENUE
01 CITY : SAN BRUNO AREA
STATE/ZIP : CA 94066
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,760.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,021.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 77.92200
----------------------------------------------------------------------------
0 0032035396 MORTGAGORS: WHITE BRUCE
WHITE GWYN
REGION CODE ADDRESS : 10152 CRAILET DRIVE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92646
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,700.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,177.06 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032035412 MORTGAGORS: LIM DAVID
HATAKEYAMA CHARLENE
REGION CODE ADDRESS : 20315 VIA LAS VILLAS
01 CITY : YORBA LINDA
STATE/ZIP : CA 92887
MORTGAGE AMOUNT : 488,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 487,609.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,287.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032035420 MORTGAGORS: PULLIN KEVIN
PULLIN FRANCES
REGION CODE ADDRESS : 1772 NORTH MODOC STREET
01 CITY : ORANGE
STATE/ZIP : CA 92867
MORTGAGE AMOUNT : 360,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 360,675.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,492.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.32960
----------------------------------------------------------------------------
0 0032035461 MORTGAGORS: RAMIREZ JESUS
RAMIREZ MARIA
REGION CODE ADDRESS : 23639 CASTLEROCK
01 CITY : MISSION VIEJO
STATE/ZIP : CA 92692
MORTGAGE AMOUNT : 328,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 328,502.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,078.24 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,817,750.00
P & I AMT: 12,057.20 UPB AMT: 1,816,247.97
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 89
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032035735 MORTGAGORS: BOSTON DANNY
BOBSIN JANET
REGION CODE ADDRESS : 19321 PISMO LANE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92646
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,788.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,785.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 56.38297
----------------------------------------------------------------------------
0 0032035776 MORTGAGORS: MOSTAMAND FARID
REGION CODE ADDRESS : 22711 FOXRIDGE
01 CITY : MISSION VIEJO
STATE/ZIP : CA 92692
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 359,704.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,395.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.12000
----------------------------------------------------------------------------
0 0032035842 MORTGAGORS: SAIDI JACOB
SAIDI RACHEL
REGION CODE ADDRESS : 2320 KELTON AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90064
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,764.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,141.10 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 62.00000
----------------------------------------------------------------------------
0 0032035859 MORTGAGORS: WATANABE FREDERICK
WATANABE KELLY
REGION CODE ADDRESS : 14290 ROBLAR PLACE
01 CITY : SHERMAN OAKS AREA LOS ANG
STATE/ZIP : CA 91423
MORTGAGE AMOUNT : 294,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,258.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,959.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 67.70100
----------------------------------------------------------------------------
0 0032035867 MORTGAGORS: MCNICOL MITCH
MCNICOL SHANNON
REGION CODE ADDRESS : 18679 SANTA YNEZ STREET
01 CITY : FOUNTAIN VALLEY
STATE/ZIP : CA 92708
MORTGAGE AMOUNT : 321,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 321,123.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,084.60 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 73.04500
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,550,900.00
P & I AMT: 10,365.47 UPB AMT: 1,549,638.98
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 90
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032035875 MORTGAGORS: DENHAM BRIAN
DENHAM LISA
REGION CODE ADDRESS : 3085 WINDMILL CANYON DRIVE
01 CITY : CLAYTON
STATE/ZIP : CA 94517
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,721.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,262.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.06900
----------------------------------------------------------------------------
0 0032035883 MORTGAGORS: GUNDERSON NANCY
GUNDERSON WILLIAM
REGION CODE ADDRESS : 8799 SUNBIRD AVENUE
01 CITY : FOUNTAIN VALLEY
STATE/ZIP : CA 92708
MORTGAGE AMOUNT : 377,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 376,690.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,508.20 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 72.50000
----------------------------------------------------------------------------
0 0032035917 MORTGAGORS: CROCKER DAVID
CROCKER ELAINE
REGION CODE ADDRESS : 5127 EAST MUIR DRIVE
01 CITY : ORANGE
STATE/ZIP : CA 92869
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,710.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,022.62 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032036014 MORTGAGORS: COOK CARL
COOK CHI-HENG
REGION CODE ADDRESS : 36229 KOITE DR
01 CITY : NEWARK
STATE/ZIP : CA 94560
MORTGAGE AMOUNT : 331,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 331,434.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,234.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.99266
----------------------------------------------------------------------------
0 0032036238 MORTGAGORS: SCHNUCKEL BRIAN
SCHNUCKEL JOANNE
REGION CODE ADDRESS : 1600 NELSON AVENUE
01 CITY : MANHATTAN BEACH
STATE/ZIP : CA 90266
MORTGAGE AMOUNT : 521,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 520,551.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,379.20 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 74.42800
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,889,700.00
P & I AMT: 12,406.78 UPB AMT: 1,888,109.15
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 91
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032036279 MORTGAGORS: BHATIA TARUN
BHATIA NEERU
REGION CODE ADDRESS : 4504 VANALDEN AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 91356
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 324,752.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,244.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 65.00000
----------------------------------------------------------------------------
0 0032036303 MORTGAGORS: BEACH DANIEL
BEACH MELINDA
REGION CODE ADDRESS : 418 TICO ROAD
01 CITY : OJAI
STATE/ZIP : CA 93023
MORTGAGE AMOUNT : 496,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 495,551.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,135.06 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032036329 MORTGAGORS: EDWARDS KARL
EDWARDS SHERI
REGION CODE ADDRESS : 2623 VETERAN AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90064
MORTGAGE AMOUNT : 257,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,488.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,714.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 68.72000
----------------------------------------------------------------------------
0 0032036352 MORTGAGORS: RICHARDS JERRY
RICHARDS BARBARA
REGION CODE ADDRESS : 284 CLAREMONT AVENUE
01 CITY : LONG BEACH
STATE/ZIP : CA 90803
MORTGAGE AMOUNT : 459,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 458,659.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,209.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 73.44000
----------------------------------------------------------------------------
0 0032036386 MORTGAGORS: BLACK RICHARD
BLACK NANCY
REGION CODE ADDRESS : 2715 NORTH PALOS VERDES DRIVE
01 CITY : ROLLING HILL ESTATES
STATE/ZIP : CA 90274
MORTGAGE AMOUNT : 606,025.00 OPTION TO CONVERT :
UNPAID BALANCE : 605,528.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,031.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 47.34500
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,143,725.00
P & I AMT: 14,335.55 UPB AMT: 2,141,980.65
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 92
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032036436 MORTGAGORS: MATTEONI SCOTT
MATTEONI LESLIE
REGION CODE ADDRESS : 1482 RAMITA COURT
01 CITY : SAN JOSE
STATE/ZIP : CA 95128
MORTGAGE AMOUNT : 273,426.00 OPTION TO CONVERT :
UNPAID BALANCE : 273,207.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,842.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 68.18600
----------------------------------------------------------------------------
0 0032036469 MORTGAGORS: EGUCHI FUMIO
EGUCHI CAROLYN
REGION CODE ADDRESS : 17331 CORONADO LANE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92647
MORTGAGE AMOUNT : 254,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,041.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,691.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 70.62500
----------------------------------------------------------------------------
0 0032036485 MORTGAGORS: CHIU AUDREY
CHIU MARTIN
REGION CODE ADDRESS : 7911 EAST BERNER STREET
01 CITY : LONG BEACH
STATE/ZIP : CA 90808
MORTGAGE AMOUNT : 309,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 308,746.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,055.79 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.94800
----------------------------------------------------------------------------
0 0032036493 MORTGAGORS: MC KENDALL VICTORIA
MC KENDALL FRANK
REGION CODE ADDRESS : 25318 BOWIE COURT
01 CITY : STEVENSON RANCH AREA, LOS
STATE/ZIP : CA 91381
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,786.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,729.79 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032036501 MORTGAGORS: KIM JOHNNY
KIM JACKIE
REGION CODE ADDRESS : 1665 KNOLLWOOD DRIVE
01 CITY : PASADENA
STATE/ZIP : CA 91101
MORTGAGE AMOUNT : 480,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 479,606.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,193.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,576,676.00
P & I AMT: 10,512.71 UPB AMT: 1,575,389.05
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 93
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032036543 MORTGAGORS: GRUNDER FRANCES
HAMMERMAN BARBARA
REGION CODE ADDRESS : 2858 CAROLINA AVENUE
01 CITY : REDWOOD CITY
STATE/ZIP : CA 94064
MORTGAGE AMOUNT : 295,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,257.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,965.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 72.96200
----------------------------------------------------------------------------
0 0032036550 MORTGAGORS: CHOU CHOA
WONG SIEW
REGION CODE ADDRESS : 1567 EAST STARPASS DRIVE
01 CITY : FRESNO
STATE/ZIP : CA 93720
MORTGAGE AMOUNT : 309,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 308,758.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,107.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.23000
----------------------------------------------------------------------------
0 0032036584 MORTGAGORS: VANSHEESWARAN PRADEEP
PRADEEP SUDHA
REGION CODE ADDRESS : 16966 JEANINE PLACE
01 CITY : LOS ANGELES
STATE/ZIP : CA 91344
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,762.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,929.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 78.37800
----------------------------------------------------------------------------
0 0032036592 MORTGAGORS: SERNIAK GEORGE
REGION CODE ADDRESS : 23282 PALAWAN CIRCLE
01 CITY : DANA POINT
STATE/ZIP : CA 92629
MORTGAGE AMOUNT : 440,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 439,665.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,038.98 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 58.66600
----------------------------------------------------------------------------
0 0032036634 MORTGAGORS: MACALDO ALFREDO
MACALDO JANE
REGION CODE ADDRESS : 1824 MIRABELLA DRIVE
01 CITY : UNION CITY
STATE/ZIP : CA 94587
MORTGAGE AMOUNT : 265,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,082.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,765.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.98900
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,599,800.00
P & I AMT: 10,807.31 UPB AMT: 1,598,526.74
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 94
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032036691 MORTGAGORS: BOOKOFF CHARLES
BISHOP JUDITH
REGION CODE ADDRESS : 1154 COLE STREET
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94117
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,776.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,886.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 46.66600
----------------------------------------------------------------------------
0 0032036709 MORTGAGORS: GIBBS PATRICK
GIBBS KIM
REGION CODE ADDRESS : 6802 VIA CARONA DRIVE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92647
MORTGAGE AMOUNT : 261,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,791.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,758.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 70.92300
----------------------------------------------------------------------------
0 0032036717 MORTGAGORS: SIMPSON THOMAS
SIMPSON LOUISE
REGION CODE ADDRESS : 1124 RANLEIGH WAY
01 CITY : PIEDMONT
STATE/ZIP : CA 94610
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,762.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,237.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032036790 MORTGAGORS: RINES SCOTT
REGION CODE ADDRESS : 310 LOMA AVENUE
01 CITY : LONG BEACH
STATE/ZIP : CA 90814
MORTGAGE AMOUNT : 266,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 266,481.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,774.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 70.18400
----------------------------------------------------------------------------
0 0032036808 MORTGAGORS: NORRIS ROBERT
NORRIS PAMELA
REGION CODE ADDRESS : 1122 PRESIDIO BOULEVARD
01 CITY : PACIFIC GROVE
STATE/ZIP : CA 93950
MORTGAGE AMOUNT : 332,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 331,741.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,264.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,459,700.00
P & I AMT: 9,921.51 UPB AMT: 1,458,552.26
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 95
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032036832 MORTGAGORS: BREEZE DAVID
BREEZE HILLARY
REGION CODE ADDRESS : 434 & 436 WEST FIFTH STREET
01 CITY : SAN DIMAS
STATE/ZIP : CA 91773
MORTGAGE AMOUNT : 275,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,057.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,762.78 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 88.52000
----------------------------------------------------------------------------
0 0032036873 MORTGAGORS: THOMPSON THOMAS
THOMPSON KATHLEEN
REGION CODE ADDRESS : 2146 VIA TECA
01 CITY : SAN CLEMENTE
STATE/ZIP : CA 92674
MORTGAGE AMOUNT : 290,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 290,561.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,934.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.45300
----------------------------------------------------------------------------
0 0032036931 MORTGAGORS: MARTINEZ ALFRED
MARTINEZ MARGARET
REGION CODE ADDRESS : 5300 HECKER PASS HWY
01 CITY : GILROY
STATE/ZIP : CA 95020
MORTGAGE AMOUNT : 268,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,796.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,851.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 64.42300
----------------------------------------------------------------------------
0 0032036956 MORTGAGORS: SISCO MARK
REGION CODE ADDRESS : 519 15TH STREET
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92648
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,795.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,922.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 72.36800
----------------------------------------------------------------------------
0 0032037004 MORTGAGORS: LAMBERTH WILLIAM
LAMBERTH ELIZABETH
REGION CODE ADDRESS : 2032 SANTA ANITA AVENUE
01 CITY : PLACENTIA
STATE/ZIP : CA 92870
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,808.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,616.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 68.57100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,349,100.00
P & I AMT: 9,088.26 UPB AMT: 1,348,018.78
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 96
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032037061 MORTGAGORS: JAFFE CRAIG
JAFFE JASMINE
REGION CODE ADDRESS : 3412 KEESHEN DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90066
MORTGAGE AMOUNT : 285,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 285,271.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,923.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 57.10000
----------------------------------------------------------------------------
0 0032037079 MORTGAGORS: ROVZAR ROBERT
ROVZAR ELIZABETH
REGION CODE ADDRESS : 1936 PORT CHELSEA PLACE
01 CITY : NEWPORT BEACH
STATE/ZIP : CA 92660
MORTGAGE AMOUNT : 339,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 338,735.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,312.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 63.96200
----------------------------------------------------------------------------
0 0032037129 MORTGAGORS: KYLE DOUGLAS
KYLE SHARON
REGION CODE ADDRESS : 29 LAUREL AVENUE
01 CITY : WOODACRE
STATE/ZIP : CA 94973
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 359,712.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,425.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032037251 MORTGAGORS: MORRISON FRED
MORRISON SOPHIE
REGION CODE ADDRESS : 380 SOUTH ORANGE GROVE BOULEVARD #4
01 CITY : PASADENA
STATE/ZIP : CA 91105
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,698.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,270.09 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 77.77700
----------------------------------------------------------------------------
0 0032037335 MORTGAGORS: FRY THOMAS
RYAN-FRY LOUISE
REGION CODE ADDRESS : 18385 CASTLE RIDGE DRIVE
01 CITY : MORGAN HILL
STATE/ZIP : CA 95037
MORTGAGE AMOUNT : 342,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 341,733.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,333.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 48.16900
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,676,500.00
P & I AMT: 11,264.57 UPB AMT: 1,675,151.22
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 97
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032037400 MORTGAGORS: MCDONALD JOHN
MCDONALD TAWNA
REGION CODE ADDRESS : 314 SOUTH ARDMORE AVENUE
01 CITY : MANHATTAN BEACH
STATE/ZIP : CA 90266
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 399,724.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,900.28 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.87500 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0032037434 MORTGAGORS: CERCONE FRANK
CERCONE JAN
REGION CODE ADDRESS : 4187 PINE RIDGE DRIVE
01 CITY : SANTA ROSA
STATE/ZIP : CA 95409
MORTGAGE AMOUNT : 615,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 614,995.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,094.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 74.60600
----------------------------------------------------------------------------
0 0032037483 MORTGAGORS: WRIGHT GARY
WRIGHT LORI
REGION CODE ADDRESS : 15 SEA TERRACE
01 CITY : NEWPORT COAST
STATE/ZIP : CA 92657
MORTGAGE AMOUNT : 590,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 589,516.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,925.28 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 65.55500
----------------------------------------------------------------------------
0 0032037509 MORTGAGORS: DUMKE RICHARD
DUMKE EDWARD
REGION CODE ADDRESS : 805 BARNESON AVENUE
01 CITY : SAN MATEO
STATE/ZIP : CA 94402
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 399,687.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,728.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 59.25900
----------------------------------------------------------------------------
0 0032037533 MORTGAGORS: BORRONE ROY
BORRONE ROSE
REGION CODE ADDRESS : 88 ALAMEDA DE LAS PULGAS
01 CITY : REDWOOD CITY
STATE/ZIP : CA 94062
MORTGAGE AMOUNT : 498,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 497,611.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,397.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 74.88721
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,503,500.00
P & I AMT: 17,046.45 UPB AMT: 2,501,536.04
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 98
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032037541 MORTGAGORS: GORMAN RICHARD
GORMAN DONNA
REGION CODE ADDRESS : 3022 SAINT ALBANS DRIVE
01 CITY : LOS ALAMITOS
STATE/ZIP : CA 90720
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,779.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,002.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 54.10400
----------------------------------------------------------------------------
0 0032037590 MORTGAGORS: FELDMAN ALEX
FELDMAN OLGA
REGION CODE ADDRESS : 447 11TH AVE
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94118
MORTGAGE AMOUNT : 397,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 396,690.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,708.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 59.25300
----------------------------------------------------------------------------
0 0032037616 MORTGAGORS: KUHNEY MICHAEL
KUHNEY CHERI
REGION CODE ADDRESS : 3870 ARBOLADO DRIVE,
01 CITY : WALNUT CREEK,
STATE/ZIP : CA 94598
MORTGAGE AMOUNT : 391,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 390,952.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,702.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 63.05300
----------------------------------------------------------------------------
0 0032037657 MORTGAGORS: HAWKINS JEFFREY
HAWKINS REBECCA
REGION CODE ADDRESS : 22529 CANYON RIDGE PLACE
01 CITY : CASTRO VALLEY
STATE/ZIP : CA 94552
MORTGAGE AMOUNT : 295,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,569.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,017.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 65.73333
----------------------------------------------------------------------------
0 0032037715 MORTGAGORS: WINTHER BRADLEY
WINTHER CYNTHIA
REGION CODE ADDRESS : 27265 ESGOS
01 CITY : MISSION VIEJO
STATE/ZIP : CA 92692
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,768.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,806.55 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 73.33300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,649,050.00
P & I AMT: 11,237.90 UPB AMT: 1,647,760.14
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 99
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032037749 MORTGAGORS: YAMOUT KHALED
MARTINEZ-YAMOUT MARIA
REGION CODE ADDRESS : 7916 CORTE CARDO
01 CITY : CARLSBAD
STATE/ZIP : CA 92009
MORTGAGE AMOUNT : 344,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 343,731.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,346.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 76.44400
----------------------------------------------------------------------------
0 0032037772 MORTGAGORS: COBURN DENNIS
COBURN JOYCE
REGION CODE ADDRESS : 1065 WEST DUNNE AVENUE
01 CITY : MORGAN HILL
STATE/ZIP : CA 95037
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,726.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,387.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 60.86900
----------------------------------------------------------------------------
0 0032037889 MORTGAGORS: DUGGAN JOSEPH
REJHON ANNALEE
REGION CODE ADDRESS : 1056 CRAGMONT AVENUE
01 CITY : BERKELEY
STATE/ZIP : CA 94708
MORTGAGE AMOUNT : 373,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 372,723.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,608.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 79.36100
----------------------------------------------------------------------------
0 0032038531 MORTGAGORS: O'BRIEN JAMES
O'BRIEN LILY
REGION CODE ADDRESS : 206 CATALINA BOULEVARD
01 CITY : SAN RAFAEL
STATE/ZIP : CA 94901
MORTGAGE AMOUNT : 338,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 338,115.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,223.05 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032038556 MORTGAGORS: STANKE JOHN
STANKE SARA
REGION CODE ADDRESS : 1160 RIVER ROCK LANE
01 CITY : DANVILLE
STATE/ZIP : CA 94526
MORTGAGE AMOUNT : 292,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,248.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,897.15 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,697,900.00
P & I AMT: 11,462.58 UPB AMT: 1,696,545.64
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 100
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032038598 MORTGAGORS: COYLE JAMES
COYLE PATRICE
REGION CODE ADDRESS : 420 LARCH LANE
01 CITY : SACRAMENTO
STATE/ZIP : CA 95864
MORTGAGE AMOUNT : 491,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 491,436.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,231.11 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 78.69600
----------------------------------------------------------------------------
0 0032038622 MORTGAGORS: IRIBARREN CARLOS
REGION CODE ADDRESS : 1499 POSEN AVENUE
01 CITY : ALBANY
STATE/ZIP : CA 94706
MORTGAGE AMOUNT : 260,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,586.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,735.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032038648 MORTGAGORS: THOMSON HOWARD
HECKERT ALANA
REGION CODE ADDRESS : 305 LOWELL AVENUE
01 CITY : MILL VALLEY
STATE/ZIP : CA 94941
MORTGAGE AMOUNT : 412,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 412,153.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,709.83 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0032038689 MORTGAGORS: PARSONS JOHN
PARSONS KARA
REGION CODE ADDRESS : 1850 POWELL STREET
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94133
MORTGAGE AMOUNT : 286,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 285,759.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,878.82 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 38.64800
----------------------------------------------------------------------------
0 0032038721 MORTGAGORS: DUGDALE RICHARD
DUGDALE FRANCES
REGION CODE ADDRESS : 153 GRANADA DRIVE
01 CITY : CORTE MADERA
STATE/ZIP : CA 94925
MORTGAGE AMOUNT : 322,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 321,729.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,115.31 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.50600
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,773,150.00
P & I AMT: 11,670.18 UPB AMT: 1,771,665.65
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 101
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032038770 MORTGAGORS: PALFFY ANDREW
PALFFY CYNTHIA
REGION CODE ADDRESS : 27 BROOKDALE COURT
01 CITY : LAFAYETTE
STATE/ZIP : CA 94549
MORTGAGE AMOUNT : 425,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 424,634.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,756.54 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 64.39300
----------------------------------------------------------------------------
0 0032038796 MORTGAGORS: SUMMERS HEATHER
SUMMERS DON
REGION CODE ADDRESS : 6950 LUCAS VALLEY ROAD
01 CITY : NICASIO
STATE/ZIP : CA 94946
MORTGAGE AMOUNT : 395,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 394,668.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,594.87 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 56.42800
----------------------------------------------------------------------------
0 0032038812 MORTGAGORS: CARMACK LEE
ROSENTHAL RUTH
REGION CODE ADDRESS : 5510 GOLD CREEK DRIVE
01 CITY : CASTRO VALLEY
STATE/ZIP : CA 94552
MORTGAGE AMOUNT : 335,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 334,732.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,256.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 76.30900
----------------------------------------------------------------------------
0 0032038820 MORTGAGORS: RAMSAY BEATTY
RAMSAY VINETTE
REGION CODE ADDRESS : 1755 CROCKETT LANE
01 CITY : HILLSBOROUGH
STATE/ZIP : CA 94010
MORTGAGE AMOUNT : 395,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 394,676.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,627.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 26.33333
----------------------------------------------------------------------------
0 0032038838 MORTGAGORS: PORCELLA GEORGE
VIEW DIANE
REGION CODE ADDRESS : 2239 GRENADIER DRIVE
01 CITY : SAN PEDRO
STATE/ZIP : CA 90732
MORTGAGE AMOUNT : 368,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 367,698.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,448.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,918,000.00
P & I AMT: 12,684.62 UPB AMT: 1,916,408.93
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 102
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032038853 MORTGAGORS: CAMPBELL LEONARD
CHEONG KENNETH
REGION CODE ADDRESS : 2011 OMEGA DRIVE,
01 CITY : SANTA ANA,
STATE/ZIP : CA 92705
MORTGAGE AMOUNT : 374,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 373,900.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,521.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 68.53400
----------------------------------------------------------------------------
0 0032038879 MORTGAGORS: FORMAN PETER
FORMAN JO
REGION CODE ADDRESS : 1581 CLEAR VIEW DRIVE
01 CITY : BEVERLY HILLS (AREA)
STATE/ZIP : CA 90210
MORTGAGE AMOUNT : 616,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 615,531.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,254.56 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032039174 MORTGAGORS: AHN CHANG
AHN EUNYOUNG
REGION CODE ADDRESS : 2799 RUBINO CIRCLE
01 CITY : SAN JOSE
STATE/ZIP : CA 95125
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,745.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,844.10 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032039240 MORTGAGORS: FRY LARRY
FRY SUSAN
REGION CODE ADDRESS : 3049 CAYENTE WAY
01 CITY : SHINGLE SPRINGS
STATE/ZIP : CA 95682
MORTGAGE AMOUNT : 289,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,558.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,996.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 94.75400
----------------------------------------------------------------------------
0 0032039257 MORTGAGORS: WILSON EDWARD
WILSON JACQUELINE
REGION CODE ADDRESS : 9299 YORKSHIP COURT
01 CITY : ELK GROVE
STATE/ZIP : CA 95758
MORTGAGE AMOUNT : 370,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 370,118.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,558.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,937,600.00
P & I AMT: 13,174.02 UPB AMT: 1,935,854.93
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 103
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032039265 MORTGAGORS: BONANNO RONALD
BONANNO NANCY
REGION CODE ADDRESS : 152 CARMODY CIRCLE
01 CITY : FOLSOM
STATE/ZIP : CA 95630
MORTGAGE AMOUNT : 384,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 383,700.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,619.56 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032039273 MORTGAGORS: HALL RICHARD
BULLER AMY
REGION CODE ADDRESS : 828 ROMANI COURT
01 CITY : SAN JOSE
STATE/ZIP : CA 95125
MORTGAGE AMOUNT : 347,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 346,908.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,280.86 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032039281 MORTGAGORS: TUCKER SCOTT
OLIVA ROSE
REGION CODE ADDRESS : 838 BREVINS LOOP
01 CITY : SAN JOSE
STATE/ZIP : CA 95125
MORTGAGE AMOUNT : 369,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 369,661.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,523.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.99100
----------------------------------------------------------------------------
0 0032039323 MORTGAGORS: PRENTICE JON
PRENTICE JENNIFER
REGION CODE ADDRESS : 4345 AVENIDA DE LAS FLORES
01 CITY : YORBA LINDA,
STATE/ZIP : CA 92886
MORTGAGE AMOUNT : 175,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 175,066.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,210.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032039356 MORTGAGORS: FRANCIS PENNY
REGION CODE ADDRESS : 1109 ANTELOPE PLACE
01 CITY : NEWBURY PARK
STATE/ZIP : CA 91320
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 359,719.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,455.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 71.28712
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,636,350.00
P & I AMT: 11,090.04 UPB AMT: 1,635,056.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 104
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032039364 MORTGAGORS: THOMPSON JOHN
THOMPSON SOLANGE
REGION CODE ADDRESS : 825 SANTA ROSITA
01 CITY : SOLANA BEACH
STATE/ZIP : CA 92075
MORTGAGE AMOUNT : 312,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 311,756.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,128.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 78.98700
----------------------------------------------------------------------------
0 0032039372 MORTGAGORS: BOYER TIMOTHY
BOYER JANICE
REGION CODE ADDRESS : 11227 CROCKER GROVE LANE
01 CITY : GOLD RIVER
STATE/ZIP : CA 95670
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,782.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,123.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 94.52000
----------------------------------------------------------------------------
0 0032039380 MORTGAGORS: BOJORQUEZ DANIEL
BOJORQUEZ CAROLYN
REGION CODE ADDRESS : 11 MUSTANG ROAD
01 CITY : RANCHO PALOS VERDES
STATE/ZIP : CA 90275
MORTGAGE AMOUNT : 440,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 439,665.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,038.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032039398 MORTGAGORS: TAWNEY JOHN
WRIGHT TAWNEY DEBRA
REGION CODE ADDRESS : 860 MAPLE AVENUE
01 CITY : SAN MARTIN
STATE/ZIP : CA 95046
MORTGAGE AMOUNT : 351,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 350,982.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,426.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 77.19780
----------------------------------------------------------------------------
0 0032039414 MORTGAGORS: WEBER WOLF
GILLARD VERONIQUE
REGION CODE ADDRESS : 5851 MEANDER DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95120
MORTGAGE AMOUNT : 340,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 340,506.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,210.42 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,744,050.00
P & I AMT: 11,927.16 UPB AMT: 1,742,693.98
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 105
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032039448 MORTGAGORS: TSUDAMA BILL
TSUDAMA KATHY
REGION CODE ADDRESS : 60 PRENDERGAST LANE
01 CITY : WATSONVILLE
STATE/ZIP : CA 95076
MORTGAGE AMOUNT : 302,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 302,252.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,012.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 73.33300
----------------------------------------------------------------------------
0 0032039489 MORTGAGORS: SHANNON DOUGLAS
REGION CODE ADDRESS : 509 WOODHAVEN COURT
01 CITY : APTOS
STATE/ZIP : CA 95003
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 359,732.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,517.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0032039513 MORTGAGORS: SURBRIDGE JOHN
SURBRIDGE GAIL
REGION CODE ADDRESS : 761 LAS OLAS DRIVE
01 CITY : APTOS
STATE/ZIP : CA 95003
MORTGAGE AMOUNT : 628,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 627,958.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,076.44 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 58.19400
----------------------------------------------------------------------------
0 0032039521 MORTGAGORS: LENICH VICTORIA
REGION CODE ADDRESS : 20117 BELMA COURT
01 CITY : SALINAS
STATE/ZIP : CA 93907
MORTGAGE AMOUNT : 261,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,791.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,758.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 84.19300
----------------------------------------------------------------------------
0 0032039547 MORTGAGORS: KAUL UPENDER
KAUL NUTAN
REGION CODE ADDRESS : 904 BOAR CIRCLE
01 CITY : FREMONT
STATE/ZIP : CA 94539
MORTGAGE AMOUNT : 507,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 507,094.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,419.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 250
LTV : 79.29600
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,059,500.00
P & I AMT: 13,783.69 UPB AMT: 2,057,829.17
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 106
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032039661 MORTGAGORS: MARRINAN PATRICK
MARRINAN NANCY
REGION CODE ADDRESS : 41 DELAPORT WAY
01 CITY : CORONADO
STATE/ZIP : CA 92118
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,792.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,751.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.36231
----------------------------------------------------------------------------
0 0032039844 MORTGAGORS: NELSON MICHAEL
REGION CODE ADDRESS : 20 PARREMO DRIVE
01 CITY : MISSION VIEJO
STATE/ZIP : CA 92692
MORTGAGE AMOUNT : 302,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 302,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,038.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.60500
----------------------------------------------------------------------------
0 0032039869 MORTGAGORS: YANG KATHLEEN
FAUCRET BERTRAND
REGION CODE ADDRESS : 7367 SEAFARER PLACE
01 CITY : CARLSBAD
STATE/ZIP : CA 92008
MORTGAGE AMOUNT : 280,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,469.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,867.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 76.90400
----------------------------------------------------------------------------
0 0032040032 MORTGAGORS: BELEN FELIX
BELEN ERLINDA
REGION CODE ADDRESS : 357 SOUTH VAN NESS AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90020
MORTGAGE AMOUNT : 276,520.00 OPTION TO CONVERT :
UNPAID BALANCE : 276,298.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,862.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 57.01400
----------------------------------------------------------------------------
0 0032040073 MORTGAGORS: MUCCINO ALFREDO
MUCCINO STACY
REGION CODE ADDRESS : 932 PINE AVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95125
MORTGAGE AMOUNT : 555,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 554,567.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,786.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 72.07700
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,674,720.00
P & I AMT: 11,306.22 UPB AMT: 1,673,627.92
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 107
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032040081 MORTGAGORS: VANCE ROBERT
VANCE LOUISE
REGION CODE ADDRESS : 18781 ASPESI DRIVE
01 CITY : SARATOGA
STATE/ZIP : CA 95070
MORTGAGE AMOUNT : 438,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 437,658.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,987.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 73.00000
----------------------------------------------------------------------------
0 0032040131 MORTGAGORS: PANGELINAN STEVEN
PANGELINAN DENISE
REGION CODE ADDRESS : 232 SUN RIDGE DR
01 CITY : SAN RAMON
STATE/ZIP : CA 94583
MORTGAGE AMOUNT : 337,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 336,485.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,327.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 76.59000
----------------------------------------------------------------------------
0 0032040172 MORTGAGORS: HILL STEVEN
REGION CODE ADDRESS : 1985 KIRBY WY
01 CITY : SAN JOSE
STATE/ZIP : CA 95124
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,781.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,708.02 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.80100
----------------------------------------------------------------------------
0 0032040784 MORTGAGORS: GONZALEZ SUSANA
REGION CODE ADDRESS : 11945 MARIPOSA BAY LANE, NORTHRIDGE
01 CITY : LOS ANGELES,
STATE/ZIP : CA 91326
MORTGAGE AMOUNT : 292,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,577.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,022.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 79.99300
----------------------------------------------------------------------------
0 0032040891 MORTGAGORS: VALDEZ LUZVIMINDA
REGION CODE ADDRESS : 2415 CANYON TERRACE DRIVE
01 CITY : CHINO HILLS
STATE/ZIP : CA 91709
MORTGAGE AMOUNT : 289,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,763.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,922.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 85.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,616,800.00
P & I AMT: 10,968.56 UPB AMT: 1,615,265.74
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 108
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032040909 MORTGAGORS: PIERSON SCOTT
PIERSON ADRIANE
REGION CODE ADDRESS : 39480 AVENIDA DE LA BANDOLERO
01 CITY : TEMECULA
STATE/ZIP : CA 92592
MORTGAGE AMOUNT : 329,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 328,784.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,192.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032041014 MORTGAGORS: BEERS DANIEL
BEERS KATHERINE
REGION CODE ADDRESS : 160 WORTHAM COURT
01 CITY : MOUNTAIN VIEW
STATE/ZIP : CA 94040
MORTGAGE AMOUNT : 410,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 409,695.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,866.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 62.12100
----------------------------------------------------------------------------
0 0032041071 MORTGAGORS: RAUTIO DANIEL
RAUTIO ADRIENNE
REGION CODE ADDRESS : 4107 TESSA PLACE
01 CITY : PLEASANTON
STATE/ZIP : CA 94566
MORTGAGE AMOUNT : 283,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,950.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,813.37 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032041204 MORTGAGORS: THEAKSTON JOHN
EVANS CHRISTOPHER
REGION CODE ADDRESS : 13434 MORNING GLORY DRIVE
01 CITY : LAKESIDE
STATE/ZIP : CA 92040
MORTGAGE AMOUNT : 256,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,639.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,708.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 89.99996
----------------------------------------------------------------------------
0 0032041220 MORTGAGORS: COAR GREGORY
WILLIAMS AMANDA
REGION CODE ADDRESS : 13466 MORNING GLORY DRIVE
01 CITY : LAKESIDE
STATE/ZIP : CA 92040
MORTGAGE AMOUNT : 289,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,975.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,780.97 OUTSIDE CONV DATE :
LIFETIME RATE : 6.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.25000 PRODUCT CODE : 002
LTV : 94.34100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,568,900.00
P & I AMT: 10,362.79 UPB AMT: 1,567,045.60
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 109
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032041394 MORTGAGORS: LEVY YONA
REGION CODE ADDRESS : 4725 CEDROS AVENUE
01 CITY : SHERMAN OAKS
STATE/ZIP : CA 91403
MORTGAGE AMOUNT : 252,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,605.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,719.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0032041410 MORTGAGORS: FENERTY WILLIAM
FENERTY KATHLEEN
REGION CODE ADDRESS : 1721 ASPENWOOD LANE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92648
MORTGAGE AMOUNT : 342,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 341,837.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,278.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032041444 MORTGAGORS: DEAN JOHN
DEAN SHANI
REGION CODE ADDRESS : 16235 AVENIDA SUAVIDAD
01 CITY : SAN DEIGO
STATE/ZIP : CA 92128
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,782.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,763.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 60.22700
----------------------------------------------------------------------------
0 0032041501 MORTGAGORS: PRINCE SUSAN
REGION CODE ADDRESS : 1160 GREENWICH STREET #301
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94109
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,793.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,807.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 73.61111
----------------------------------------------------------------------------
0 0032041980 MORTGAGORS: THOMPSON GARY
THOMPSON HOPE
REGION CODE ADDRESS : 264 DRAEGER DRIVE
01 CITY : MORAGA
STATE/ZIP : CA 94556
MORTGAGE AMOUNT : 476,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 476,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,287.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 74.96000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,600,400.00
P & I AMT: 10,855.54 UPB AMT: 1,599,018.69
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 110
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032041998 MORTGAGORS: LINDER THOMAS
LINDER PATRICIA
REGION CODE ADDRESS : 922 THE ALAMEDA
01 CITY : BERKELEY
STATE/ZIP : CA 94707
MORTGAGE AMOUNT : 296,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,963.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,995.56 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 73.13500
----------------------------------------------------------------------------
0 0032042160 MORTGAGORS: ZHOU BIN
WANG ZHIYAN
REGION CODE ADDRESS : 41086 DAVILA COURT
01 CITY : FREMONT
STATE/ZIP : CA 94539
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,763.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,994.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032042210 MORTGAGORS: KSHETRAPAL ROHIT
KSHETRAPAL PRIYA
REGION CODE ADDRESS : 495 CRAGMONT AVENUE,
01 CITY : BERKELEY,
STATE/ZIP : CA 94708
MORTGAGE AMOUNT : 322,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 321,748.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,196.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 60.98400
----------------------------------------------------------------------------
0 0032042244 MORTGAGORS: KASSEBAUM ROSS
KASSEBAUM ANNE
REGION CODE ADDRESS : 431 EVERGREEN COURT
01 CITY : DANVILLE
STATE/ZIP : CA 94526
MORTGAGE AMOUNT : 358,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 358,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,447.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.99700
----------------------------------------------------------------------------
0 0032042350 MORTGAGORS: TORRES CONRADO
TORRES LOURDES
REGION CODE ADDRESS : 470 ACERO PLACE
01 CITY : CHULA VISTA
STATE/ZIP : CA 91910
MORTGAGE AMOUNT : 324,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 323,747.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,210.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 64.80000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,597,000.00
P & I AMT: 10,844.28 UPB AMT: 1,596,022.48
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 111
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032042426 MORTGAGORS: ROTEN ROBERT
ROTEN MARGO
REGION CODE ADDRESS : 2860 SOMBRERO CIRCLE
01 CITY : SAN RAMON
STATE/ZIP : CA 94583
MORTGAGE AMOUNT : 259,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,802.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,788.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 72.95700
----------------------------------------------------------------------------
0 0032042574 MORTGAGORS: SIMPKINS LEONARD
SIMPKINS OLGA
REGION CODE ADDRESS : 2832 CEDARDALE COURT
01 CITY : SAN JOSE
STATE/ZIP : CA 95148
MORTGAGE AMOUNT : 332,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 331,714.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,153.35 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032042699 MORTGAGORS: CLARK JACK
CLARK JACQUEHNE
REGION CODE ADDRESS : 4 CARNOUSTIE
01 CITY : MORAGA
STATE/ZIP : CA 94556
MORTGAGE AMOUNT : 390,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 389,680.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,594.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 70.90900
----------------------------------------------------------------------------
0 0032042723 MORTGAGORS: SARDARIAN HELEN
SARDARIAN ARAM
REGION CODE ADDRESS : 22329 PLUMMER STREET
01 CITY : LOS ANGELES
STATE/ZIP : CA 91311
MORTGAGE AMOUNT : 423,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 422,977.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,923.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 73.61700
----------------------------------------------------------------------------
0 0032042749 MORTGAGORS: GROVES WILLIAM
GROVES ELLEN
REGION CODE ADDRESS : 4451 RAINBOW LANE
01 CITY : YORBA LINDA
STATE/ZIP : CA 92886
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,762.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,929.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 69.04700
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,694,300.00
P & I AMT: 11,389.89 UPB AMT: 1,692,937.58
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 112
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032042798 MORTGAGORS: LEONARD JOHN
ABELEDA CAROLINE
REGION CODE ADDRESS : 28 PARREMO DRIVE
01 CITY : MISSION VIEJO
STATE/ZIP : CA 92692
MORTGAGE AMOUNT : 267,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 266,781.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,776.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 70.26300
----------------------------------------------------------------------------
0 0032042822 MORTGAGORS: DURSLAG WILLIAM
REGION CODE ADDRESS : 2400 WALNUT AVENUE
01 CITY : MANHATTAN BEACH
STATE/ZIP : CA 90266
MORTGAGE AMOUNT : 442,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 441,637.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,940.64 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 47.68000
----------------------------------------------------------------------------
0 0032042848 MORTGAGORS: TORRES HECTOR
TORRES ROSYCELA
REGION CODE ADDRESS : 10415 CREWE STREET
01 CITY : NORWALK
STATE/ZIP : CA 90650
MORTGAGE AMOUNT : 142,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 142,377.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 924.26 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 77.02700
----------------------------------------------------------------------------
0 0032042863 MORTGAGORS: DOWNING CHARLES
DOWNING CARMELA
REGION CODE ADDRESS : 7052 SUNLIGHT DRIVE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92647
MORTGAGE AMOUNT : 293,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,759.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,949.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.18900
----------------------------------------------------------------------------
0 0032042889 MORTGAGORS: BURR CURTIS
REGION CODE ADDRESS : 7046 BUCKINGHAM BLVD
01 CITY : BERKELEY
STATE/ZIP : CA 94705
MORTGAGE AMOUNT : 474,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 474,170.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,999.80 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 69.79400
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,619,100.00
P & I AMT: 10,590.40 UPB AMT: 1,617,726.91
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 113
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032042905 MORTGAGORS: CALUBAYAN LUCIANO
CALUBAYAN MARIA
REGION CODE ADDRESS : 3259 MONTE CARLO DRIVE
01 CITY : THOUSAND OAKS
STATE/ZIP : CA 91362
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,721.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,262.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 73.27500
----------------------------------------------------------------------------
0 0032042921 MORTGAGORS: ROBATIAN MOJTABA
ROBATIAN MANDANA
REGION CODE ADDRESS : 13632 FAIRMOUNT WAY
01 CITY : TUSTIN
STATE/ZIP : CA 92780
MORTGAGE AMOUNT : 284,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,767.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,889.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 78.88800
----------------------------------------------------------------------------
0 0032042962 MORTGAGORS: CLAXTON SCOTT
CLAXTON TIARA
REGION CODE ADDRESS : 502 GRANITE HILLS ST.
01 CITY : SIMI VALLEY
STATE/ZIP : CA 93065
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,737.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,128.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 73.56300
----------------------------------------------------------------------------
0 0032042996 MORTGAGORS: MATOSSIAN LEVON
MATOSSIAN BEATA
REGION CODE ADDRESS : 1726-1728-1730 NORTH ALLEN AVENUE
01 CITY : PASADENA
STATE/ZIP : CA 91104
MORTGAGE AMOUNT : 328,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 328,256.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,296.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0032043002 MORTGAGORS: DUNN KEVIN
DUNN CHERYL
REGION CODE ADDRESS : 20360 VIA ALMERIA
01 CITY : YORBA LINDA
STATE/ZIP : CA 92887
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 449,593.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,844.31 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 66.17647
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,722,500.00
P & I AMT: 11,421.69 UPB AMT: 1,721,075.58
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 114
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032043127 MORTGAGORS: KESHISHYAN ELMIRA
REGION CODE ADDRESS : 1248 EAST ELMWOOD AVENUE
01 CITY : BURBANK
STATE/ZIP : CA 91501
MORTGAGE AMOUNT : 328,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 327,756.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,293.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 89.98600
----------------------------------------------------------------------------
0 0032043150 MORTGAGORS: BUTLER MICHAEL
BUTLER THERESE
REGION CODE ADDRESS : 18092 IVORYCREST LANE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92648
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,698.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,270.10 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 71.42800
----------------------------------------------------------------------------
0 0032043176 MORTGAGORS: SELL BRADLEY
VALENTINE-SELL MARY
REGION CODE ADDRESS : 2902 WALKER LEE DRIVE
01 CITY : LOS ALAMITOS AREA ORANGE
STATE/ZIP : CA 90720
MORTGAGE AMOUNT : 360,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 360,104.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,397.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 74.30927
----------------------------------------------------------------------------
0 0032043309 MORTGAGORS: KAPLAN JAMES
KAPLAN JUDITH
REGION CODE ADDRESS : 3112 GILMERTON AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90064
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,713.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,328.56 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 50.14300
----------------------------------------------------------------------------
0 0032043341 MORTGAGORS: BARSTAD THOMAS
BARSTAD SANDRA
REGION CODE ADDRESS : 2524 RALEIGH WAY
01 CITY : EL DORADO HILLS
STATE/ZIP : CA 95762
MORTGAGE AMOUNT : 392,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 391,822.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,545.75 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 78.50000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,780,900.00
P & I AMT: 11,835.59 UPB AMT: 1,779,095.13
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 115
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032043374 MORTGAGORS: MANESH MARSHALL
REGION CODE ADDRESS : 5717 VALERIE AVENUE
01 CITY : WOODLAND HILLS
STATE/ZIP : CA 91367
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,788.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,992.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 75.00000
----------------------------------------------------------------------------
0 0032043408 MORTGAGORS: HAYES DANIEL
REGION CODE ADDRESS : 41851 VARDON DRIVE
01 CITY : TEMECULA
STATE/ZIP : CA 92591
MORTGAGE AMOUNT : 156,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 155,884.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,025.14 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 250
LTV : 79.98100
----------------------------------------------------------------------------
0 0032043549 MORTGAGORS: SHEPHERD JOHN
SHEPHERD KATIE
REGION CODE ADDRESS : 15360 WOODARD ROAD
01 CITY : SAN JOSE
STATE/ZIP : CA 95124
MORTGAGE AMOUNT : 304,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 303,512.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,048.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032043564 MORTGAGORS: BAYSTON RICHARD
BAYSTON MARGARET
REGION CODE ADDRESS : 35251 VISTA DE TODO
01 CITY : DANA POINT
STATE/ZIP : CA 92624
MORTGAGE AMOUNT : 377,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 376,698.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,539.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 77.89200
----------------------------------------------------------------------------
0 0032043572 MORTGAGORS: MCGAHA RONALD
MCGAHA BONNIE
REGION CODE ADDRESS : 535 DEL ORO STREET
01 CITY : OJAI
STATE/ZIP : CA 93023
MORTGAGE AMOUNT : 384,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 383,728.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,751.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 56.88800
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,506,050.00
P & I AMT: 10,356.96 UPB AMT: 1,504,612.61
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 116
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032043598 MORTGAGORS: KAST FRED
KAST NITA
REGION CODE ADDRESS : 1446 BULLION CIR
01 CITY : SAN JOSE
STATE/ZIP : CA 95120
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,754.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,995.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 56.60300
----------------------------------------------------------------------------
0 0032043606 MORTGAGORS: RAHE JO ANN
REGION CODE ADDRESS : 29 FOXTAIL LANE
01 CITY : DOVE CANYON (AREA)
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 328,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 327,731.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,182.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032043614 MORTGAGORS: STOUT BRIAN
STOUT JUDY
REGION CODE ADDRESS : 13395 FOOTHILL AVE
01 CITY : SAN MARTIN
STATE/ZIP : CA 95046
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,698.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,270.10 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 61.94600
----------------------------------------------------------------------------
0 0032043630 MORTGAGORS: SULLIVAN MONICA
SULLIVAN TIMOTHY
REGION CODE ADDRESS : 282 EAST LAUREL AVENUE
01 CITY : SIERRA MADRE
STATE/ZIP : CA 91024
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,790.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,696.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 54.25500
----------------------------------------------------------------------------
0 0032043648 MORTGAGORS: JIMENEZ-ENGLISH MARIA
REGION CODE ADDRESS : 21380 VIA DEL PARQUE
01 CITY : YORBA LINDA
STATE/ZIP : CA 92887
MORTGAGE AMOUNT : 386,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 386,482.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,573.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,619,800.00
P & I AMT: 10,718.12 UPB AMT: 1,618,457.79
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 117
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032043739 MORTGAGORS: DODSON WAYNE
DODSON TAMMY
REGION CODE ADDRESS : 1877 DOLPHIN PLACE
01 CITY : DISCOVERY BAY
STATE/ZIP : CA 94514
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 324,746.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,217.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 74.71200
----------------------------------------------------------------------------
0 0032043796 MORTGAGORS: MINTON KARI
MINTON RICHARD
REGION CODE ADDRESS : 1218 MAYBERRY LANE
01 CITY : SAN JOSE
STATE/ZIP : CA 95131
MORTGAGE AMOUNT : 389,050.00 OPTION TO CONVERT :
UNPAID BALANCE : 388,723.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,555.79 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.99200
----------------------------------------------------------------------------
0 0032043929 MORTGAGORS: GOFFMAN ELI
REGION CODE ADDRESS : 18360 BERRY ROAD
01 CITY : RIVERSIDE
STATE/ZIP : CA 92508
MORTGAGE AMOUNT : 379,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 378,954.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,587.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 89.99800
----------------------------------------------------------------------------
0 0032044489 MORTGAGORS: EVANS JEFFERY
EVANS JOAN
REGION CODE ADDRESS : 2216 VIA ACALONES
01 CITY : PALOS VERDES ESTATE
STATE/ZIP : CA 90274
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,777.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,809.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 49.45400
----------------------------------------------------------------------------
0 0032044505 MORTGAGORS: HERGENRETER NICHOLAS
HERGENRETER SHEILA
REGION CODE ADDRESS : 9971 SOUTH CENTER DRIVE
01 CITY : VILLA PARK
STATE/ZIP : CA 92667
MORTGAGE AMOUNT : 267,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,201.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,869.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 46.50400
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,632,700.00
P & I AMT: 11,039.34 UPB AMT: 1,631,402.35
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 118
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032044554 MORTGAGORS: KOHLHEPP WALTER
KOHLHEPP ANNETTE
REGION CODE ADDRESS : 230 AVENUE D
01 CITY : REDONDO BEACH
STATE/ZIP : CA 90277
MORTGAGE AMOUNT : 248,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,796.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,649.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 33.06600
----------------------------------------------------------------------------
0 0032044695 MORTGAGORS: DORAN MARK
DORAN SHARON
REGION CODE ADDRESS : 9912 STAR DRIVE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92646
MORTGAGE AMOUNT : 259,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,302.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,792.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 66.19800
----------------------------------------------------------------------------
0 0032044711 MORTGAGORS: GASPARIAN ARAM
GASPARIAN SILVA
REGION CODE ADDRESS : 2336 PASEO DE CIMA
01 CITY : GLENDALE
STATE/ZIP : CA 91206
MORTGAGE AMOUNT : 412,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 412,161.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,744.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0032045098 MORTGAGORS: JAYASENAN SIVA
SIVASUBRAMANIAN RAGINI
REGION CODE ADDRESS : 7626 KIRWIN LANE
01 CITY : CUPERTINO
STATE/ZIP : CA 95014
MORTGAGE AMOUNT : 448,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 447,650.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,056.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032045189 MORTGAGORS: GERSHTEYN YEVGENY
GERSHTEYN LEV
REGION CODE ADDRESS : 211 SERRAVISTA AVENUE
01 CITY : DALY CITY
STATE/ZIP : CA 94015
MORTGAGE AMOUNT : 178,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 177,867.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,244.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 65.92500
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,546,000.00
P & I AMT: 10,487.40 UPB AMT: 1,544,779.53
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 119
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032045239 MORTGAGORS: KIM TONY
KIM ELSA
REGION CODE ADDRESS : 816 ROMANI COURT
01 CITY : SAN JOSE
STATE/ZIP : CA 95125
MORTGAGE AMOUNT : 358,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 357,713.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,411.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.97500
----------------------------------------------------------------------------
0 0032045254 MORTGAGORS: SMITH PETER
SMITH SUSAN
REGION CODE ADDRESS : 810 ROMANI COURT
01 CITY : SAN JOSE
STATE/ZIP : CA 95125
MORTGAGE AMOUNT : 376,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 376,191.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,504.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.99800
----------------------------------------------------------------------------
0 0032045296 MORTGAGORS: WICKS CARTER
REGION CODE ADDRESS : 2809 RUBINO CIRCLE
01 CITY : SAN JOSE
STATE/ZIP : CA 95125
MORTGAGE AMOUNT : 296,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,150.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,947.14 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 74.98200
----------------------------------------------------------------------------
0 0032045429 MORTGAGORS: BARTHOLOMEW DAVID
BARTHOLOMEW ANN
REGION CODE ADDRESS : 83 VIA SONRISA
01 CITY : SAN CLEMENTE
STATE/ZIP : CA 92672
MORTGAGE AMOUNT : 359,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 359,297.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,362.32 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.99200
----------------------------------------------------------------------------
0 0032045460 MORTGAGORS: GOLDSTEIN CHARLES
MOLIN LESLIE
REGION CODE ADDRESS : 348 CALLE MARSEILLE
01 CITY : LONG BEACH
STATE/ZIP : CA 90814
MORTGAGE AMOUNT : 363,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 363,444.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,389.58 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,754,250.00
P & I AMT: 11,615.83 UPB AMT: 1,752,798.38
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 120
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032045932 MORTGAGORS: TIEDGE SCOTT
TIEDGE MARY ELLEN
REGION CODE ADDRESS : 26152 DEVONSHIRE COURT,
01 CITY : LAKE FOREST,
STATE/ZIP : CA 92630
MORTGAGE AMOUNT : 312,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 311,750.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,102.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032046252 MORTGAGORS: MULLEN DONALD
MULLEN LINDA
REGION CODE ADDRESS : 17264 KIT LANE
01 CITY : JACKSON
STATE/ZIP : CA 95642
MORTGAGE AMOUNT : 292,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 290,525.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,121.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 04/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
0 0032046815 MORTGAGORS: GRILEY GLENN
GRILEY REBECCA
REGION CODE ADDRESS : 6308 ORION AVENUE
01 CITY : VAN NUYS AREA
STATE/ZIP : CA 91411
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,751.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,738.19 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 68.75000
----------------------------------------------------------------------------
0 0032046823 MORTGAGORS: VAN LUND ALBERT
VAN LUND BEVERLY
REGION CODE ADDRESS : 751 SOUTH RANCHO SIMI DRIVE
01 CITY : COVINA
STATE/ZIP : CA 91724
MORTGAGE AMOUNT : 325,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 325,226.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,138.31 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 78.24500
----------------------------------------------------------------------------
0 0032046906 MORTGAGORS: DOOCY PATRICK
EKIERT SANDRA
REGION CODE ADDRESS : 898 ORANGE AVENUE
01 CITY : SAN CARLOS
STATE/ZIP : CA 94070
MORTGAGE AMOUNT : 322,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 322,242.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,172.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,527,600.00
P & I AMT: 10,272.80 UPB AMT: 1,524,496.38
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 121
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032046922 MORTGAGORS: LOVELL MARK
ROSS LAURA
REGION CODE ADDRESS : 141 EMARON DRIVE
01 CITY : SAN BRUNO
STATE/ZIP : CA 94066
MORTGAGE AMOUNT : 261,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,791.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,758.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.09090
----------------------------------------------------------------------------
0 0032046930 MORTGAGORS: BLOOM ERIC
BLOOM DENISE
REGION CODE ADDRESS : 533 AVILA ROAD
01 CITY : SAN MATEO
STATE/ZIP : CA 94402
MORTGAGE AMOUNT : 348,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 347,721.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,344.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032046955 MORTGAGORS: BIELAK JONATHAN
BIELAK A
REGION CODE ADDRESS : 660 PERALTA AVENUE
01 CITY : BERKELEY
STATE/ZIP : CA 94707
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,788.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,785.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 74.64700
----------------------------------------------------------------------------
0 0032046971 MORTGAGORS: TU HONG
NGUYEN WILLIAM
REGION CODE ADDRESS : 6967 ROCKTON AVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95119
MORTGAGE AMOUNT : 292,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,282.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,045.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0032046989 MORTGAGORS: RADOV ANTHONY
RADOV DENYCE
REGION CODE ADDRESS : 834 WEST 21ST STREET (SAN PEDRO ARE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90731
MORTGAGE AMOUNT : 287,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 287,038.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,936.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 73.71700
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,454,000.00
P & I AMT: 9,870.45 UPB AMT: 1,452,622.82
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 122
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032046997 MORTGAGORS: BEST WILLIS
BEST CAROL
REGION CODE ADDRESS : 12665 HAGER CT.
01 CITY : SAN MARTIN
STATE/ZIP : CA 95046
MORTGAGE AMOUNT : 311,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 310,725.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,991.37 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 69.11100
----------------------------------------------------------------------------
0 0032047011 MORTGAGORS: BENSON CRAIG
HITCHCOCK JOSEPHINE
REGION CODE ADDRESS : 4301 NORRIS ROAD
01 CITY : FREMONT
STATE/ZIP : CA 94536
MORTGAGE AMOUNT : 355,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 354,444.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,421.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 71.00000
----------------------------------------------------------------------------
0 0032047060 MORTGAGORS: TOOMEY STEVEN
TOOMEY KAREN
REGION CODE ADDRESS : 8825 SKYLINE BOULEVARD
01 CITY : OAKLAND
STATE/ZIP : CA 94611
MORTGAGE AMOUNT : 383,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 382,893.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,581.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032047078 MORTGAGORS: NARITA ARTHUR
RYUNG NARITA HELEN
REGION CODE ADDRESS : 5686 BROOKHURST COURT
01 CITY : SAN JOSE
STATE/ZIP : CA 95129
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 499,197.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,368.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.75750
----------------------------------------------------------------------------
0 0032047110 MORTGAGORS: BALANDRA RICARDO
BALANDRA THERESA
REGION CODE ADDRESS : 1580 SIERRA AVENUE
01 CITY : SAN JOSE
STATE/ZIP : CA 95126
MORTGAGE AMOUNT : 254,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,588.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,714.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 73.76810
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,803,700.00
P & I AMT: 12,077.99 UPB AMT: 1,800,850.36
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 123
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032047128 MORTGAGORS: NGUYEN PAUL
REGION CODE ADDRESS : 399 CAPELLA WAY
01 CITY : MILPITAS
STATE/ZIP : CA 95035
MORTGAGE AMOUNT : 294,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 293,753.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,931.37 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 70.00800
----------------------------------------------------------------------------
0 0032047136 MORTGAGORS: HENDRICKS KATHLEEN
REGION CODE ADDRESS : 51 FLIGHT ROAD
01 CITY : CARMEL VALLEY
STATE/ZIP : CA 93924
MORTGAGE AMOUNT : 404,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 403,684.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,756.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032047193 MORTGAGORS: PATHAK SANJIV
PATHAK NEHA
REGION CODE ADDRESS : 301 KIMBER COURT,
01 CITY : FREMONT,
STATE/ZIP : CA 94539
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 499,600.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,368.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 72.28000
----------------------------------------------------------------------------
0 0032047227 MORTGAGORS: YOUNG RICHARD
BURBANK SHANA
REGION CODE ADDRESS : 301 CANYON FALLS DRIVE
01 CITY : FOLSOM
STATE/ZIP : CA 95630
MORTGAGE AMOUNT : 280,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,868.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0032047235 MORTGAGORS: YU YONG
PHAN VANESSA
REGION CODE ADDRESS : 661 CHARDONNAY DR
01 CITY : FREMONT
STATE/ZIP : CA 94539
MORTGAGE AMOUNT : 276,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,784.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,882.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 63.30200
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,754,800.00
P & I AMT: 11,806.94 UPB AMT: 1,753,622.69
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 124
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032047268 MORTGAGORS: PARSONS KEVIN
PARSONS SUZANNE
REGION CODE ADDRESS : 2623-2627 MAHNATTAN AVENUE
01 CITY : HERMOSA BEACH
STATE/ZIP : CA 90254
MORTGAGE AMOUNT : 319,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,338.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,126.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032047284 MORTGAGORS: STAFFORD PATRICK
STAFFORD HELEN
REGION CODE ADDRESS : 49 WOODRANCH CIRCLE,
01 CITY : DANVILLE,
STATE/ZIP : CA 94506
MORTGAGE AMOUNT : 401,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 401,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,701.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 66.83333
----------------------------------------------------------------------------
0 0032047318 MORTGAGORS: MUNDRA VARSHA
REGION CODE ADDRESS : 272 BARTLETT AVE
01 CITY : SUNNYVALE
STATE/ZIP : CA 94086
MORTGAGE AMOUNT : 264,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,804.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,845.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 74.78700
----------------------------------------------------------------------------
0 0032047326 MORTGAGORS: TORPEY MICHAEL
TORPEY MARGARET
REGION CODE ADDRESS : 33 FAIRWAYS DRIVE
01 CITY : NAPA
STATE/ZIP : CA 94558
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,097.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 84.50700
----------------------------------------------------------------------------
0 0032047383 MORTGAGORS: JOW DENNIS
JOW JENNIFER
REGION CODE ADDRESS : 2687 KLAMATH COURT
01 CITY : LIVERMORE
STATE/ZIP : CA 94550
MORTGAGE AMOUNT : 292,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 291,760.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,942.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,576,600.00
P & I AMT: 10,714.19 UPB AMT: 1,575,902.74
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 125
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032047391 MORTGAGORS: JOHNSON BRUCE
JOHNSON PILAR
REGION CODE ADDRESS : 23832 KENSINGTON COURT
01 CITY : WEST HILLS
STATE/ZIP : CA 91307
MORTGAGE AMOUNT : 377,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 377,290.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,512.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032047417 MORTGAGORS: JOHNSON ROBERT
JOHNSON CYNTHIA
REGION CODE ADDRESS : 112 LEAFIELD ROAD
01 CITY : DANVILLE
STATE/ZIP : CA 94506
MORTGAGE AMOUNT : 425,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 424,634.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,756.54 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 51.39100
----------------------------------------------------------------------------
0 0032047425 MORTGAGORS: ARRUDA VLADIMIRO
ARRUDA MARIA
REGION CODE ADDRESS : 3127 MALTON COURT
01 CITY : SAN JOSE
STATE/ZIP : CA 95148
MORTGAGE AMOUNT : 289,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,506.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,903.45 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
0 0032047433 MORTGAGORS: SCHMIDT JEFFREY
SCHMIDT KATHLEEN
REGION CODE ADDRESS : 50 DEVONSHIRE COURT
01 CITY : DANVILLE
STATE/ZIP : CA 94506
MORTGAGE AMOUNT : 448,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 448,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,056.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032047458 MORTGAGORS: ROO PEIN-YUAN
ROO PIA
REGION CODE ADDRESS : 134 INVERNESS WAY
01 CITY : CLAYTON
STATE/ZIP : CA 94517
MORTGAGE AMOUNT : 307,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 307,065.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,917.46 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 74.99900
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,847,700.00
P & I AMT: 12,145.78 UPB AMT: 1,846,496.50
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 126
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032047466 MORTGAGORS: SPEAR LARRY
SPEAR LAUREN
REGION CODE ADDRESS : 26085 BIG HORN MOUNTAIN WAY
01 CITY : YORBA LINDA
STATE/ZIP : CA 92887
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 419,638.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,724.12 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 61.09000
----------------------------------------------------------------------------
0 0032047474 MORTGAGORS: HEFFERNAN CHARLES
HEFFERNAN WENDY
REGION CODE ADDRESS : 28128 ANGELICA PLACE
01 CITY : VALENCIA AREA
STATE/ZIP : CA 91354
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,744.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,155.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032047698 MORTGAGORS: CALLAHAN CARY
CALLAHAN ERIKA
REGION CODE ADDRESS : 14705 TUSTIN STREET
01 CITY : SHERMAN OAKS
STATE/ZIP : CA 91403
MORTGAGE AMOUNT : 520,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 519,623.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,680.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032049454 MORTGAGORS: KHAIMSKIY ALEKSANDR
PUTROVA NATALYA
REGION CODE ADDRESS : 412 MILLWOOD DRIVE
01 CITY : MILLBRAE
STATE/ZIP : CA 94030
MORTGAGE AMOUNT : 348,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 348,950.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,380.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.85800
----------------------------------------------------------------------------
0 0032049645 MORTGAGORS: HWANG STANLEY
PHILLIPSON MARGARET
REGION CODE ADDRESS : 2667 16TH AVENUE
01 CITY : CARMEL
STATE/ZIP : CA 93921
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,771.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,072.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 53.28500
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,908,950.00
P & I AMT: 13,013.03 UPB AMT: 1,907,727.84
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 127
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032049660 MORTGAGORS: MORTENSEN ROBERT
MORTENSEN KELLY
REGION CODE ADDRESS : 22100 CORAZZA LANE
01 CITY : WILDOMAR (AREA)
STATE/ZIP : CA 92595
MORTGAGE AMOUNT : 237,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 237,328.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,681.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
0 0032049801 MORTGAGORS: ROSIER RYAN
ROSIER PATRICIA
REGION CODE ADDRESS : 4368 TORREY PINES DRIVE
01 CITY : CHINO HILLS
STATE/ZIP : CA 91709
MORTGAGE AMOUNT : 316,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 316,750.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,187.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.98900
----------------------------------------------------------------------------
0 0032049850 MORTGAGORS: QUINTERO MARIO
REGION CODE ADDRESS : 502 LA PRIMAVERA WAY
01 CITY : GILROY
STATE/ZIP : CA 95020
MORTGAGE AMOUNT : 303,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 302,945.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,991.81 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032049900 MORTGAGORS: SCHUBERT STEVEN
SCHUBERT LORI
REGION CODE ADDRESS : 9672 SURFCREST DRIVE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92647
MORTGAGE AMOUNT : 270,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,911.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,729.80 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 74.01300
----------------------------------------------------------------------------
0 0032049918 MORTGAGORS: PHILLIPS BRYON
PHILLIPS MICHELE
REGION CODE ADDRESS : 17 VALEROSO
01 CITY : RANCHO SANTA MARGARITA
STATE/ZIP : CA 92688
MORTGAGE AMOUNT : 306,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 306,186.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,987.63 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 94.99100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,434,050.00
P & I AMT: 9,577.97 UPB AMT: 1,433,121.18
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 128
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032049926 MORTGAGORS: YATES JAMES
YATES KATHLEEN
REGION CODE ADDRESS : 19416 RONALD AVENUE
01 CITY : TORRANCE
STATE/ZIP : CA 90503
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,785.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 62.35200
----------------------------------------------------------------------------
0 0032049934 MORTGAGORS: DONG GATE
CHEUNG CHO
REGION CODE ADDRESS : 17555 PAGE COURT
01 CITY : YORBA LINDA
STATE/ZIP : CA 92886
MORTGAGE AMOUNT : 375,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 375,392.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,499.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.93617
----------------------------------------------------------------------------
0 0032050114 MORTGAGORS: HUTTON DANIEL
HUTTON THERESA
REGION CODE ADDRESS : 8774 TOYON COURT
01 CITY : GILROY
STATE/ZIP : CA 95020
MORTGAGE AMOUNT : 264,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,783.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,756.40 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 83.01880
----------------------------------------------------------------------------
0 0032050148 MORTGAGORS: CRUZ SIMEON
CRUZ MADELON
REGION CODE ADDRESS : 5092 EVERGREEN AVENUE
01 CITY : CYPRESS
STATE/ZIP : CA 90630
MORTGAGE AMOUNT : 276,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,773.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,836.23 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 93.24324
----------------------------------------------------------------------------
0 0032050189 MORTGAGORS: STERN DALE
STERN SHEREE
REGION CODE ADDRESS : 3218 DOGLEG COURT
01 CITY : CAMERON PARK
STATE/ZIP : CA 95682
MORTGAGE AMOUNT : 314,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 314,248.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,118.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 85.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,495,200.00
P & I AMT: 9,996.36 UPB AMT: 1,494,197.91
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 129
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032050247 MORTGAGORS: SILVER JAMES
KRETSCH CINDY
REGION CODE ADDRESS : 2245 TAHITI DRIVE
01 CITY : SAN RAMON
STATE/ZIP : CA 94583
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,714.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,233.56 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032051393 MORTGAGORS: WEEKS PHILLIP
WEEKS MARY
REGION CODE ADDRESS : 5001 ATHENS DRIVE
01 CITY : SAN RAMON
STATE/ZIP : CA 94583
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 340,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,233.56 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 65.38400
----------------------------------------------------------------------------
0 0032051500 MORTGAGORS: WEST LAWRENCE
WEST NANCY
REGION CODE ADDRESS : 341 CABOT COURT
01 CITY : ROSEVILLE
STATE/ZIP : CA 95746
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,782.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,763.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 72.60200
----------------------------------------------------------------------------
0 0032051658 MORTGAGORS: QUANE MICHAEL
QUANE DANA
REGION CODE ADDRESS : 852-854 SHELDON STREET
01 CITY : EL SEGUNDO
STATE/ZIP : CA 90245
MORTGAGE AMOUNT : 393,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 393,750.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,686.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0032051708 MORTGAGORS: DIXIT ARUN
PANDEY PABAN
REGION CODE ADDRESS : 24 CALI COURT
01 CITY : PLEASANTON
STATE/ZIP : CA 94566
MORTGAGE AMOUNT : 327,550.00 OPTION TO CONVERT :
UNPAID BALANCE : 327,281.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,179.20 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 89.98600
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,666,300.00
P & I AMT: 11,095.45 UPB AMT: 1,665,528.64
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 130
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032051732 MORTGAGORS: GUERRERO MICHELLE
GUERRERO NAPOLEON
REGION CODE ADDRESS : 1812 MIRABELLA DRIVE
01 CITY : UNION CITY
STATE/ZIP : CA 94587
MORTGAGE AMOUNT : 293,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 293,353.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,928.75 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032051948 MORTGAGORS: DAVIS MAURICE
DAVIS WINONA
REGION CODE ADDRESS : 16250 BROOKE ACRES DRIVE
01 CITY : LOS GATOS
STATE/ZIP : CA 95032
MORTGAGE AMOUNT : 430,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 429,672.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,969.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 31.85100
----------------------------------------------------------------------------
0 0032051989 MORTGAGORS: SMITH TIMOTHY
SMITH BRENDA
REGION CODE ADDRESS : 1397 QUAIL LANE
01 CITY : BREA
STATE/ZIP : CA 92821
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,754.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,995.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032052367 MORTGAGORS: FANUCCI ROBERT
FANUCCI LEILA
REGION CODE ADDRESS : 1636 SCOTT STREET
01 CITY : ST. HELENA
STATE/ZIP : CA 94574
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 499,590.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,326.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 71.42850
----------------------------------------------------------------------------
0 0032052458 MORTGAGORS: MAYO GAIL
KAPLAN SHERWIN
REGION CODE ADDRESS : 103 CARBONERA COURT
01 CITY : SANTA CRUZ
STATE/ZIP : CA 95060
MORTGAGE AMOUNT : 351,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 350,919.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,366.10 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,874,800.00
P & I AMT: 12,587.17 UPB AMT: 1,873,289.54
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 131
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032052490 MORTGAGORS: SMITH RILEY
SMITH MELISSA
REGION CODE ADDRESS : 311 TOWNSEND DRIVE
01 CITY : APTOS
STATE/ZIP : CA 95003
MORTGAGE AMOUNT : 271,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,760.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,735.24 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 76.77000
----------------------------------------------------------------------------
0 0032052565 MORTGAGORS: ACOSTA DONALD
ACOSTA LINDA
REGION CODE ADDRESS : 3425 CLOVER OAK DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95148
MORTGAGE AMOUNT : 286,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 285,632.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,976.01 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 03/01/24
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 67.29400
----------------------------------------------------------------------------
0 0032052698 MORTGAGORS: BOGUE DEREK
BOGUE BETH
REGION CODE ADDRESS : 9172 JOSHUA LANE
01 CITY : YUCCA VALLEY
STATE/ZIP : CA 92284
MORTGAGE AMOUNT : 247,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,688.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0032052839 MORTGAGORS: MATSUDA TORU
MATSUDA SELINA
REGION CODE ADDRESS : 2074 CALABAZAS BOULEVARD
01 CITY : SANTA CLARA,
STATE/ZIP : CA 95051
MORTGAGE AMOUNT : 288,353.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,122.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,942.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 71.19800
----------------------------------------------------------------------------
0 0032053001 MORTGAGORS: GRONSKI ROBERT
GRONKSKI JUDITH
REGION CODE ADDRESS : 12 BROOKSIDE COURT
01 CITY : NOVATO
STATE/ZIP : CA 94947
MORTGAGE AMOUNT : 550,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 549,560.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,705.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 59.45900
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,642,853.00
P & I AMT: 11,047.78 UPB AMT: 1,641,576.24
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 132
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032053415 MORTGAGORS: ARMENTA RICHARD
BAILEY SUSAN
REGION CODE ADDRESS : 5972 FOX FIELD LANE
01 CITY : YORBA LINDA
STATE/ZIP : CA 92886
MORTGAGE AMOUNT : 348,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 348,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,344.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032053597 MORTGAGORS: HOFFMAN BRADLEY
HOFFMAN LIESE
REGION CODE ADDRESS : 116 NORTH VISTA STREET
01 CITY : LOS ANGELES
STATE/ZIP : CA 90036
MORTGAGE AMOUNT : 370,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 369,704.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,492.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 70.47600
----------------------------------------------------------------------------
0 0032054017 MORTGAGORS: POTTER DAVID
POTTER SUSAN
REGION CODE ADDRESS : 3680 BOISE AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90066
MORTGAGE AMOUNT : 266,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,981.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,771.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 65.56600
----------------------------------------------------------------------------
0 0032054058 MORTGAGORS: TSIKMAN VLADIMIR
TSIKMAN POLINA
REGION CODE ADDRESS : 255-257 SOUTH MANSFIELD AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90036
MORTGAGE AMOUNT : 495,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 494,604.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,334.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0032054066 MORTGAGORS: ASHBY KIMBALL
REGION CODE ADDRESS : 1035 SOUTH RIDGE DRIVE
01 CITY : FALLBROOK AREA
STATE/ZIP : CA 92028
MORTGAGE AMOUNT : 249,550.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,345.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,660.27 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 81.81900
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,728,750.00
P & I AMT: 11,603.53 UPB AMT: 1,727,635.50
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 133
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032054116 MORTGAGORS: ALVAREZ FILBERTO
REGION CODE ADDRESS : 1145 HENDERSON AVENUE
01 CITY : MENLO PARK
STATE/ZIP : CA 94025
MORTGAGE AMOUNT : 140,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 139,834.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,088.91 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 02/01/29
CURRENT INT RATE: 8.62500 PRODUCT CODE : 250
LTV : 70.00000
----------------------------------------------------------------------------
0 0032054488 MORTGAGORS: MANN MICHAEL
MANN KARRIE
REGION CODE ADDRESS : 1837 5TH STREET
01 CITY : MANHATTAN BEACH
STATE/ZIP : CA 90266
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 500,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,284.64 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.68100
----------------------------------------------------------------------------
0 0032054512 MORTGAGORS: PLETCHER DALE
PLETCHER LESLI
REGION CODE ADDRESS : 6 LATHAM LANE
01 CITY : SACRAMENTO
STATE/ZIP : CA 95864
MORTGAGE AMOUNT : 428,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 427,649.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,847.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032054546 MORTGAGORS: WORTHINGTON STEVEN
PAUTZ DOROTHY
REGION CODE ADDRESS : 237 GRATTAN STREET
01 CITY : SAN FRANCISCO,
STATE/ZIP : CA 94117
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 399,687.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,728.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 54.05400
----------------------------------------------------------------------------
0 0032054645 MORTGAGORS: BOTTEGONI LYDIA
REGION CODE ADDRESS : 167 NORTH MARTEL AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90036
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 329,748.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,279.23 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,798,000.00
P & I AMT: 12,228.99 UPB AMT: 1,796,920.12
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 134
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032054686 MORTGAGORS: ACOSTA DONALD
ACOSTA LINDA
REGION CODE ADDRESS : 17865 EAST LANE
01 CITY : MORGAN HILL
STATE/ZIP : CA 95037
MORTGAGE AMOUNT : 313,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 313,361.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,165.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 59.73333
----------------------------------------------------------------------------
0 0032054793 MORTGAGORS: CURTIS DOUGLAS
CURTIS CAROL
REGION CODE ADDRESS : 28182 REY DE COPAS LANE
01 CITY : MALIBU
STATE/ZIP : CA 90265
MORTGAGE AMOUNT : 252,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,697.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032054827 MORTGAGORS: GARDNER THOMAS
GARDNER KATHLEEN
REGION CODE ADDRESS : 21120 SERENE WAY
01 CITY : SAN JOSE
STATE/ZIP : CA 95120
MORTGAGE AMOUNT : 632,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 632,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,257.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 57.45400
----------------------------------------------------------------------------
0 0032054850 MORTGAGORS: GOODSTEIN PAUL
GOODSTEIN KRISTIE
REGION CODE ADDRESS : 5525 BUFFALO AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 91401
MORTGAGE AMOUNT : 211,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 211,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,425.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032055030 MORTGAGORS: SMALL GARY
REGION CODE ADDRESS : 9742 KIRKSIDE ROAD
01 CITY : LOS ANGELES
STATE/ZIP : CA 90035
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 325,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,135.02 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 50.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,734,200.00
P & I AMT: 11,682.25 UPB AMT: 1,733,961.37
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 135
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032055303 MORTGAGORS: SILVA PAUL
DRURY-SILVA VIOLET
REGION CODE ADDRESS : 244 MOOSEHEAD DRIVE
01 CITY : APTOS
STATE/ZIP : CA 95003
MORTGAGE AMOUNT : 151,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 151,200.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,044.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032057317 MORTGAGORS: LEWIS CHARLES
LEWIS KAREN
REGION CODE ADDRESS : 1147 CALLE AMAPOLA
01 CITY : SAN DIMAS
STATE/ZIP : CA 91773
MORTGAGE AMOUNT : 302,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 302,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,085.84 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 75.50000
----------------------------------------------------------------------------
0 0032057333 MORTGAGORS: MANERI MICHAEL
REGION CODE ADDRESS : 3408 EAST 2ND STREET
01 CITY : LONG BEACH
STATE/ZIP : CA 90803
MORTGAGE AMOUNT : 259,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,250.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,746.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.76900
----------------------------------------------------------------------------
0 0032057481 MORTGAGORS: BROWN OLIVER
BROWN DEBRA
REGION CODE ADDRESS : 609 HOWARD AVENUE
01 CITY : BURLINGAME
STATE/ZIP : CA 94010
MORTGAGE AMOUNT : 366,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 366,400.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,406.99 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 77.95700
----------------------------------------------------------------------------
0 0032057531 MORTGAGORS: MOLINARO JEFF
REGION CODE ADDRESS : 105 NANNA COURT
01 CITY : SANTA CRUZ
STATE/ZIP : CA 95060
MORTGAGE AMOUNT : 488,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 488,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,412.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,566,850.00
P & I AMT: 10,695.92 UPB AMT: 1,566,850.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 136
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032057606 MORTGAGORS: OLIVAREZ SERGIO
OLIVAREZ ELIZABETH
REGION CODE ADDRESS : 757 MARTINELLI STREET
01 CITY : WATSONVILLE,
STATE/ZIP : CA 95076
MORTGAGE AMOUNT : 252,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,676.56 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032057648 MORTGAGORS: MEEK BRIAN
MEEK RACHEL
REGION CODE ADDRESS : 1285 MOUNTAIN VIEW BOULEVARD
01 CITY : WALNUT CREEK
STATE/ZIP : CA 94596
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 418,909.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,724.12 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 73.68400
----------------------------------------------------------------------------
0 0032057671 MORTGAGORS: NOMURA HARRY
NOMURA ANNA
REGION CODE ADDRESS : 2 MANZANITA AVENUE
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94118
MORTGAGE AMOUNT : 645,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 643,365.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,237.20 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 01/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0032058190 MORTGAGORS: WAGNER JANET
REGION CODE ADDRESS : 20239 INLAND LANE
01 CITY : MALIBU
STATE/ZIP : CA 90265
MORTGAGE AMOUNT : 370,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 370,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,524.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 47.43500
----------------------------------------------------------------------------
0 0032058307 MORTGAGORS: TAYLOR ROBIN
REGION CODE ADDRESS : 1423 PARKVIEW COURT
01 CITY : PLEASANTON
STATE/ZIP : CA 94566
MORTGAGE AMOUNT : 260,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,777.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 70.78800
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,947,500.00
P & I AMT: 12,939.01 UPB AMT: 1,944,774.10
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 137
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0032059032 MORTGAGORS: HOPPS WILLIAM
REGION CODE ADDRESS : 101 OLIVE STREET
01 CITY : LOS GATOS
STATE/ZIP : CA 95032
MORTGAGE AMOUNT : 412,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 412,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,816.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0032059164 MORTGAGORS: SEHR JAMES
SHER DENA
REGION CODE ADDRESS : 9050 MOONEY ROAD
01 CITY : ELK GROVE
STATE/ZIP : CA 95624
MORTGAGE AMOUNT : 479,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 478,626.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,267.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.83300
----------------------------------------------------------------------------
0 0032059313 MORTGAGORS: WEISBERG LOUIS
WEISBERG OLIVIA
REGION CODE ADDRESS : 10564 LINDBROOK DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90024
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 650,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,656.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 63.72549
----------------------------------------------------------------------------
0 0032060139 MORTGAGORS: SPARRE PETER
SPARRE ELISABETH
REGION CODE ADDRESS : 1443 TENEIGHTH WAY
01 CITY : SACRAMENTO
STATE/ZIP : CA 95818
MORTGAGE AMOUNT : 348,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 347,721.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,344.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 60.52100
----------------------------------------------------------------------------
0 0032060147 MORTGAGORS: SAUNAR DIANE
REGION CODE ADDRESS : 6374 SAINT THERESE WAY
01 CITY : SAN DIEGO
STATE/ZIP : CA 92120
MORTGAGE AMOUNT : 302,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 301,746.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,983.93 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 70.23200
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,191,800.00
P & I AMT: 15,068.81 UPB AMT: 2,190,894.31
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 138
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070166459 MORTGAGORS: POTESTIO BRADFORD
POTESTIO DIANN
REGION CODE ADDRESS : 325 LAKEVIEW PLACE
01 CITY : ALAMO
STATE/ZIP : CA 94507
MORTGAGE AMOUNT : 543,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 538,192.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,798.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 04/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0070191549 MORTGAGORS: BRADLEY DENNIS
REGION CODE ADDRESS : 3089 ADAMS WAY
01 CITY : Santa Clara
STATE/ZIP : CA 95051
MORTGAGE AMOUNT : 227,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 225,422.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,647.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 05/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 250
LTV : 73.53000
----------------------------------------------------------------------------
0 0070208889 MORTGAGORS: STINE RODNEY
STINE CAROL
REGION CODE ADDRESS : 2680 KADEMA DRIVE
01 CITY : Sacramento
STATE/ZIP : CA 95864
MORTGAGE AMOUNT : 365,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 361,925.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,552.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 05/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 78.49000
----------------------------------------------------------------------------
0 0070220603 MORTGAGORS: FELDMAN RAYMOND
FELDMAN JENNIFER
REGION CODE ADDRESS : 2306 CHERYL PLACE
01 CITY : Los Angeles
STATE/ZIP : CA 90049
MORTGAGE AMOUNT : 608,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 602,878.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,251.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 05/01/28
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0070293766 MORTGAGORS: BAYLESS THOMAS
REGION CODE ADDRESS : 912 I AVENUE
01 CITY : CORONADO
STATE/ZIP : CA 92118
MORTGAGE AMOUNT : 406,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 403,596.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,873.64 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.62500 PRODUCT CODE : 250
LTV : 64.96000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,149,400.00
P & I AMT: 15,122.48 UPB AMT: 2,132,015.32
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 139
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070300769 MORTGAGORS: SIMON DAVID
BREMER SIMON CAROL
REGION CODE ADDRESS : 2 GRENADA COURT
01 CITY : MANHATTAN B
STATE/ZIP : CA 90266
MORTGAGE AMOUNT : 416,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 413,656.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,016.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.87500 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0070319769 MORTGAGORS: BROWN DUANE
REGION CODE ADDRESS : 3503 SEASHORE DRIVE
01 CITY : NEWPORT BEA
STATE/ZIP : CA 92663
MORTGAGE AMOUNT : 455,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 452,027.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,065.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/28
CURRENT INT RATE: 7.12500 PRODUCT CODE : 250
LTV : 50.55556
----------------------------------------------------------------------------
0 0070479480 MORTGAGORS: GREENE JEROME
GREENE MARIA
REGION CODE ADDRESS : 13609 GROSSE POINTE
01 CITY : SAN DIEGO
STATE/ZIP : CA 92128
MORTGAGE AMOUNT : 280,123.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,123.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,840.21 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 73.69273
----------------------------------------------------------------------------
0 0070592878 MORTGAGORS: BAUTISTA FLOR
BAUTISTA DIANITA
REGION CODE ADDRESS : 104 SONJA ROAD
01 CITY : SOUTH SAN F
STATE/ZIP : CA 94080
MORTGAGE AMOUNT : 258,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,803.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 74.78261
----------------------------------------------------------------------------
0 0070614938 MORTGAGORS: WATKINS RANDOLPH
REGION CODE ADDRESS : 1047 SUNDANCE DRIVE
01 CITY : FREMONT
STATE/ZIP : CA 94539
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 349,733.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,417.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 53.84615
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,759,123.00
P & I AMT: 12,143.25 UPB AMT: 1,753,540.98
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 140
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070617360 MORTGAGORS: NESMITH HENRY
NESMITH SUSAN
REGION CODE ADDRESS : 13801 TEMPLETON PLACE
01 CITY : LOS ALTOS
STATE/ZIP : CA 94022
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 450,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,956.18 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 30.00000
----------------------------------------------------------------------------
0 0070621115 MORTGAGORS: WINSOR ERNEST
WINSOR MARION
REGION CODE ADDRESS : 15 JINGLE LANE
01 CITY : APTOS
STATE/ZIP : CA 95003
MORTGAGE AMOUNT : 239,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,530.34 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 41.56522
----------------------------------------------------------------------------
0 0070621594 MORTGAGORS: CAIRNS PETER
CAIRNS DIANE
REGION CODE ADDRESS : 905 ELM STREET
01 CITY : SAN CARLOS
STATE/ZIP : CA 94070
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,798.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,576.63 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 03/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 63.15789
----------------------------------------------------------------------------
0 0070623400 MORTGAGORS: WELSH WILLIAM
WELSH MARY
REGION CODE ADDRESS : 12432 CIRCULA PANORAMA
01 CITY : SANTA ANA
STATE/ZIP : CA 92705
MORTGAGE AMOUNT : 284,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,100.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,914.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 74.76316
----------------------------------------------------------------------------
0 0070636923 MORTGAGORS: BOCK MARK
BOCK BRANDEE
REGION CODE ADDRESS : 27518 WELLINGTON COURT
01 CITY : VALENCIA
STATE/ZIP : CA 91354
MORTGAGE AMOUNT : 235,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 235,700.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,548.38 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 76.03226
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,448,800.00
P & I AMT: 9,525.56 UPB AMT: 1,448,598.37
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 141
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070651450 MORTGAGORS: SHREVE CHARLES
SWARTZ CAROLE
REGION CODE ADDRESS : 56 FAIRWAY DRIVE
01 CITY : NAPA
STATE/ZIP : CA 94558
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 240,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,596.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 70.58824
----------------------------------------------------------------------------
0 0070663745 MORTGAGORS: BAY RICHARD
BAY PATRICIA
REGION CODE ADDRESS : 8309 MUSCAT COURT
01 CITY : REDDING
STATE/ZIP : CA 96001
MORTGAGE AMOUNT : 295,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,012.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 73.75000
----------------------------------------------------------------------------
0 0070664644 MORTGAGORS: SMITH STUART
SMITH CHRISTINE
REGION CODE ADDRESS : 1109 HUNTINGTON STREET
01 CITY : HUNTINGTON
STATE/ZIP : CA 92648
MORTGAGE AMOUNT : 275,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,200.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,989.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/24
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0070665328 MORTGAGORS: LAWLOR STEPHEN
LAWLOR JOANNE
REGION CODE ADDRESS : 8512 OAK CREEK COURT
01 CITY : OAKDALE
STATE/ZIP : CA 95361
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,829.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 59.78261
----------------------------------------------------------------------------
0 0070667548 MORTGAGORS: SCHOENNAUER GARY
SCHOENNAUER LAURA
REGION CODE ADDRESS : 522 QUAILBROOK COURT
01 CITY : SAN JOSE
STATE/ZIP : CA 95110
MORTGAGE AMOUNT : 244,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,602.91 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,329,200.00
P & I AMT: 9,030.80 UPB AMT: 1,329,200.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 142
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070668801 MORTGAGORS: JOSLEN JERRY
JOSLEN ETSUKO
REGION CODE ADDRESS : 1240 ACADEMY AVENUE
01 CITY : BELMONT
STATE/ZIP : CA 94002
MORTGAGE AMOUNT : 320,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 320,300.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,157.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 74.48837
----------------------------------------------------------------------------
0 0070685003 MORTGAGORS: ZIMMERMAN DAVID
REGION CODE ADDRESS : 85 BLUE LAGOON VILLA
01 CITY : LAGUNA BEAC
STATE/ZIP : CA 92651
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 375,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,558.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0070688718 MORTGAGORS: BROIDA ERIC
REGION CODE ADDRESS : 18262 COASTLINE DRIVE
01 CITY : MALIBU
STATE/ZIP : CA 90265
MORTGAGE AMOUNT : 622,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 622,150.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,139.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 65.48947
----------------------------------------------------------------------------
0 0070693320 MORTGAGORS: LITTLE MARK
LOUIE STACY
REGION CODE ADDRESS : 721 BELL RUSSELL WAY
01 CITY : SACRAMENTO
STATE/ZIP : CA 95831
MORTGAGE AMOUNT : 344,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 344,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,231.18 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 79.62963
----------------------------------------------------------------------------
0 0070704093 MORTGAGORS: MILDER JOSEPH
MILDER SUSAN
REGION CODE ADDRESS : 4120 REINHARDT DRIVE
01 CITY : OAKLAND
STATE/ZIP : CA 94619
MORTGAGE AMOUNT : 197,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 197,100.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,344.57 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 66.81356
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,858,550.00
P & I AMT: 12,431.01 UPB AMT: 1,858,550.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 143
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070704754 MORTGAGORS: SPRENGER DAVID
SPRENGER GAIL
REGION CODE ADDRESS : 2043 VIA SOLONA
01 CITY : SAN CLEMENT
STATE/ZIP : CA 92673
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,729.79 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 65.00000
----------------------------------------------------------------------------
0 0070709126 MORTGAGORS: KOLESZAR ALEXANDER
REGION CODE ADDRESS : 8960 CYNTHIA STREET
01 CITY : WEST HOLLYW
STATE/ZIP : CA 90069
MORTGAGE AMOUNT : 69,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 69,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 439.29 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 39.71429
----------------------------------------------------------------------------
0 0070712765 MORTGAGORS: GIBSON ROBERT
REGION CODE ADDRESS : 14 AMORET DRIVE
01 CITY : IRVINE
STATE/ZIP : CA 92602
MORTGAGE AMOUNT : 279,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,450.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,812.51 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 89.98957
----------------------------------------------------------------------------
0 0070713516 MORTGAGORS: DEPASQUALE FRANK
DEPASQUALE ELAINE
REGION CODE ADDRESS : 20 WASHINGTON
01 CITY : IRVINE
STATE/ZIP : CA 92606
MORTGAGE AMOUNT : 275,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,650.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,810.82 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 71.41192
----------------------------------------------------------------------------
0 0070714985 MORTGAGORS: BURG JEROME
BURG BARBARA
REGION CODE ADDRESS : 110 HEARTLAND STREET
01 CITY : DANVILLE
STATE/ZIP : CA 94506
MORTGAGE AMOUNT : 227,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 227,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,476.21 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 36.88817
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,112,200.00
P & I AMT: 7,268.62 UPB AMT: 1,112,200.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 144
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070716295 MORTGAGORS: TADJBAKHSH GHOLAMREZA
TADJBAKHSH FATEMEH
REGION CODE ADDRESS : 19191 EDGEHILL DRIVE
01 CITY : IRVINE
STATE/ZIP : CA 92612
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 240,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,556.64 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 31.16883
----------------------------------------------------------------------------
0 0070721386 MORTGAGORS: HAUKSSON EGILL
JONES LUCILE
REGION CODE ADDRESS : 5830 BRIARTREE DRIVE
01 CITY : LA CANADA
STATE/ZIP : CA 91011
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 450,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,993.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 73.17073
----------------------------------------------------------------------------
0 0070723408 MORTGAGORS: FRENCH PETER
FRENCH KELLYE
REGION CODE ADDRESS : 19 SURREY COURT
01 CITY : DANVILLE
STATE/ZIP : CA 94526
MORTGAGE AMOUNT : 356,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 356,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,309.01 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0070730312 MORTGAGORS: FINNEGAN RICHARD
FINNEGAN NANCY
REGION CODE ADDRESS : 1460 FOXENWOOD DRIVE
01 CITY : SANTA MARIA
STATE/ZIP : CA 93455
MORTGAGE AMOUNT : 308,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 308,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,101.10 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0070737697 MORTGAGORS: JENSEN LAWRENCE
JENSEN MARGARET
REGION CODE ADDRESS : 2183 WARMOUTH STREET
01 CITY : LOS ANGELES
STATE/ZIP : CA 90732
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 650,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,379.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 71.42857
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,004,000.00
P & I AMT: 13,339.78 UPB AMT: 2,004,000.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 145
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070740030 MORTGAGORS: BUCKLES BILLY
BUCKLES MARGARET
REGION CODE ADDRESS : 13149 ELIZABETH LAKE RD
01 CITY : LEONA VALLE
STATE/ZIP : CA 93551
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,916.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0070741129 MORTGAGORS: OCAMPO PETER
OCAMPO JANETTE
REGION CODE ADDRESS : 517 EL REDONDO AVE
01 CITY : REDONDO BEA
STATE/ZIP : CA 90277
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 325,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,189.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 65.00000
----------------------------------------------------------------------------
0 0070741269 MORTGAGORS: KLEIN ALAN
REGION CODE ADDRESS : 5703 WEST OLYMPIC BLVD
01 CITY : LOS ANGELES
STATE/ZIP : CA 90036
MORTGAGE AMOUNT : 422,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 422,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,807.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.62264
----------------------------------------------------------------------------
0 0070741764 MORTGAGORS: BROWN CHRIS
BROWN SHELLY
REGION CODE ADDRESS : 76 RANCHERO ROAD
01 CITY : BELL CANYON
STATE/ZIP : CA 91307
MORTGAGE AMOUNT : 480,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 480,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,315.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0070741905 MORTGAGORS: SHAW GREGORY
REGION CODE ADDRESS : 1601 N FULLER AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90046
MORTGAGE AMOUNT : 212,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 212,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,428.28 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.69925
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,727,000.00
P & I AMT: 11,656.76 UPB AMT: 1,727,000.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 146
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070744537 MORTGAGORS: ROBB THOMAS
ROBB DONNA
REGION CODE ADDRESS : 3736 AVENUE SAUSALITO
01 CITY : IRVINE
STATE/ZIP : CA 92714
MORTGAGE AMOUNT : 238,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 238,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,566.78 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0070746078 MORTGAGORS: PENG WEN
CHANG TINGLING
REGION CODE ADDRESS : 10460 KINNARD AVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90024
MORTGAGE AMOUNT : 462,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 462,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,035.01 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0070746128 MORTGAGORS: GEBER MICHAEL
REGION CODE ADDRESS : 329 CAMINO DE LAS COLINAS
01 CITY : TORRANCE
STATE/ZIP : CA 90277
MORTGAGE AMOUNT : 496,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 496,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,425.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0070747795 MORTGAGORS: BRUSS JEFFREY
BRUSS SANDRA
REGION CODE ADDRESS : 10 RAINSTAR
01 CITY : IRVINE
STATE/ZIP : CA 92614
MORTGAGE AMOUNT : 405,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 405,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,762.81 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 77.14286
----------------------------------------------------------------------------
0 0070748595 MORTGAGORS: BORGES LISA
REGION CODE ADDRESS : 31 33 33 1/2 S VENICE BLVD
01 CITY : LOS ANGELES
STATE/ZIP : CA 90291
MORTGAGE AMOUNT : 352,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 352,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,431.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,953,500.00
P & I AMT: 13,221.53 UPB AMT: 1,953,500.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 147
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070749734 MORTGAGORS: ROBE LYLE
ROBE LYNETTE
REGION CODE ADDRESS : 11968 LOCKRIDGE ROAD
01 CITY : STUDIO CITY
STATE/ZIP : CA 91604
MORTGAGE AMOUNT : 1,000,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 1,000,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 6,906.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 015
LTV : 68.25939
----------------------------------------------------------------------------
0 0070750476 MORTGAGORS: BOWEN JOHN
CROWLEY JAMIE
REGION CODE ADDRESS : 4234 SADDLECREST LANE
01 CITY : WESTLAKE VI
STATE/ZIP : CA 91361
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 450,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,108.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 48.64865
----------------------------------------------------------------------------
0 0070751193 MORTGAGORS: SCHWARTZ MICHAEL
SCHWARTZ DENISE
REGION CODE ADDRESS : 1609 VIA MACHADO
01 CITY : PALOS VERDE
STATE/ZIP : CA 90274
MORTGAGE AMOUNT : 440,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 440,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,964.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 63.76812
----------------------------------------------------------------------------
0 0070754627 MORTGAGORS: KAUFMAN BENNETT
KAUFMAN KAREN
REGION CODE ADDRESS : 5144 WOODLEY AVENUE
01 CITY : ENCINO
STATE/ZIP : CA 91436
MORTGAGE AMOUNT : 319,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 319,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,176.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 55.96491
----------------------------------------------------------------------------
0 0070755202 MORTGAGORS: LANG JENNINGS
REGION CODE ADDRESS : 8634 OAK PARK AVENUE
01 CITY : NORTHRIDGE
STATE/ZIP : CA 91325
MORTGAGE AMOUNT : 231,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 231,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,556.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,440,000.00
P & I AMT: 16,711.58 UPB AMT: 2,440,000.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 148
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070761598 MORTGAGORS: PEREZ JOHN
GORHAM JANELL
REGION CODE ADDRESS : 2309 ELM AVENUE
01 CITY : MANHATTAN B
STATE/ZIP : CA 90266
MORTGAGE AMOUNT : 508,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 508,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,379.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.37500
----------------------------------------------------------------------------
0 0070768304 MORTGAGORS: TURMAN ALFRED
TURMAN CHRISTINA
REGION CODE ADDRESS : 21656 W ROSE CANYON LN
01 CITY : SANTA CLARI
STATE/ZIP : CA 91350
MORTGAGE AMOUNT : 343,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 343,900.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,346.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 85.97500
----------------------------------------------------------------------------
0 0070773940 MORTGAGORS: KARAN HASHAM
KARAN KAUSAR
REGION CODE ADDRESS : 13116 POINT REYES PLACE
01 CITY : CERRITOS
STATE/ZIP : CA 90703
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 240,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,637.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 64.34316
----------------------------------------------------------------------------
0 0070775069 MORTGAGORS: GORDON JOHN
GORDON JUDITH
REGION CODE ADDRESS : 412 16TH STREET
01 CITY : HUNTINGTON
STATE/ZIP : CA 92648
MORTGAGE AMOUNT : 279,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,200.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,857.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 04/01/29
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0070775556 MORTGAGORS: BROWN JEFFERY
BROWN CYNTHIA
REGION CODE ADDRESS : 1278 CORDELIA AVENUE
01 CITY : SAN JOSE
STATE/ZIP : CA 95129
MORTGAGE AMOUNT : 425,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 425,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,791.95 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 73.27586
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,796,100.00
P & I AMT: 12,012.43 UPB AMT: 1,796,100.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 04/01/99
P.O. BOX 5260 TMS AG0004990730 00 01 02 03
PAGE: 149
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070786389 MORTGAGORS: GALINDO GEOFFREY
GALINDO JOAN
REGION CODE ADDRESS : 2155 SUNSET DRIVE
01 CITY : ESCONDIDO
STATE/ZIP : CA 92025
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 320,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,102.17 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 04/01/29
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 1 LOAN AMT: 320,000.00
P & I AMT: 2,102.17 UPB AMT: 320,000.00
0 TOTAL NUM OF LOANS: 741 LOAN AMT: 253,191,652.25
P & I AMT: 1,715,706.32 UPB AMT: 252,364,834.85
<PAGE>
EXHIBIT D
FORM OF SERVICER'S CERTIFICATE
----------------, ------
(month) (year)
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC Mortgage Pass-Through Certificates,
Series 1999-9
Pursuant to the Pooling and Servicing Agreement dated as of April 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:
(1) Aggregate Scheduled Monthly Pool 1 Pool 2
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 Pool 1 Pool 2
------ ------
received in the applicable Prepayment Period:
(a) Principal $ $
(b) Interest $ $
(c) Total $ $
(5) Aggregate Insurance Proceeds (including purchases
------ ------
of Mortgage Loans by primary mortgage insurers)
for prior month:
(a) Principal $ $
(b) Interest $ $
(c) Total $ $
(6) Aggregate Liquidation Proceeds for prior month:
(a) Principal $ $
(b) Interest $ $
(c) Total $ $
(7) Aggregate Purchase Prices for Defaulted
and Modified Mortgage Loans:
(a) Principal $ $
(b) Interest $ $
(c) Total $ $
(8) Aggregate Purchase Prices (and substitution
adjustments) for Defective Mortgage Loans:
(a) Principal $ $
(b) Interest $ $
(c) Total $ $
$ $
(9) Pool Scheduled Principal Balance:
$ $
(10) Available Funds:
$ $
(11) Realized Losses for prior month:
(12) Aggregate Realized Losses and Debt
Service Reductions:
(a) Deficient Valuations $ $
(b) Special Hazard $ $
(c) Fraud Losses $ $
(d) Excess Bankruptcy Losses $ $
(e) Excess Special Hazard Losses $ $
(f) Excess Fraud Losses $ $
(g) Debt Service Reductions $ $
$ $
(13) Compensating Interest Payment:
(14) Accrued Certificate Interest, Unpaid Class
Interest Shortfalls and Pay-out Rate:
Class 1-A1 $__________ $__________ ____%
Class 1-A2 $__________ $__________ ____%
Class 1-A3 $__________ $__________ ____%
Class 1-A4 $__________ $__________ ____%
Class 1-A5 $__________ $__________ ____%
Class 1-A6 $__________ $__________ ____%
Class 1-A7 $__________ $__________ ____%
Class 1-A8 $__________ $__________ ____%
Class 1-A9 $__________ $__________ ____%
Class 1-S $__________ $__________ ____%
Class 2-A1 $__________ $__________ ____%
Class 2-A2 $__________ $__________ ____%
Class 2-A3 $__________ $__________ ____%
Class 2-A4 $__________ $__________ ____%
Class 2-A5 $__________ $__________ ____%
Class 2-A6 $__________ $__________ ____%
Class 2-A7 $__________ $__________ ____%
Class 2-A8 $__________ $__________ ____%
Class 2-A9 $__________ $__________ ____%
Class 2-S $__________ $__________ ____%
Class M $__________ $__________ ____%
Class B1 $__________ $__________ ____%
Class B2 $__________ $__________ ____%
Class B3 $__________ $__________ ____%
Class B4 $__________ $__________ ____%
Class B5 $__________ $__________ ____%
Class R $__________ $__________ ____%
Class RL $__________ $__________ ____%
(15) Accrual amount:
Class 1-A3C $__________
Class 1-A5 $__________
Class 1-A9 $__________
(16) Principal distributable:
Class 1-A1 $__________
Class 1-A2 $__________
Class 1-A3 $__________
Class 1-A4 $__________
Class 1-A5 $__________
Class 1-A6 $__________
Class 1-A7 $__________
Class 1-A8 $__________
Class 1-A9 $__________
Class 1-PO $__________
Class 2-A1 $__________
Class 2-A2 $__________
Class 2-A3 $__________
Class 2-A4 $__________
Class 2-A5 $__________
Class 2-A6 $__________
Class 2-A7 $__________
Class 2-A8 $__________
Class 2-A9 $__________
Class 2-PO $__________
Class M $__________
Class B1 $__________
Class B2 $__________
Class B3 $__________
Class B4 $__________
Class B5 $__________
Class R $__________
Class RL $__________
(17) Additional distributions to the Class RL Certificates
pursuant to Sections 2.05(d) and the Class R
Certificates pursuant to Section 4.01(b):
Class R $__________
Class RL $__________
(18) Certificate Interest Rate of:
Class 1-A3 __________%
Class 1-S __________%
Class 2-S __________%
(19) Distributions Allocable to Unanticipated Recoveries:
Class 1-A1 $__________
Class 1-A2 $__________
Class 1-A3 $__________
Class 1-A4 $__________
Class 1-A5 $__________
Class 1-A6 $__________
Class 1-A7 $__________
Class 1-A8 $__________
Class 1-A9 $__________
Class 1-PO $__________
Class 2-A1 $__________
Class 2-A2 $__________
Class 2-A3 $__________
Class 2-A4 $__________
Class 2-A5 $__________
Class 2-A6 $__________
Class 2-A7 $__________
Class 2-A8 $__________
Class 2-A9 $__________
Class 2-PO $__________
Class M $__________
Class B1 $__________
Class B2 $__________
Class B3 $__________
Class B4 $__________
Class B5 $__________
Class R $__________
Class RL $__________
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. Pool 1 Group II Senior Percentage for such
Distribution Date: _____________%
6. Pool 2 Group II Senior Percentage for such
Distribution Date: _____________%
7. Pool 1 Group II Senior Distribution Percentage for
such Distribution Date: _____________%
8. Pool 2 Group II Senior Distribution Percentage for
such Distribution Date: _____________%
9. Subordinate Certificate Writedown Amount for such
Distribution Date: $_____________
10. Prepayment Distribution Triggers
satisfied: Yes No
Class B1 _____ _____
Class B2 _____ _____
Class B3 _____ _____
Class B4 _____ _____
Class B5 _____ _____
11. Servicing Fee: $_____________
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 April 1,
1999, no transfer of any ERISA-Restricted Certificate shall be permitted to be
made to any person unless the Trustee has received (i) a certificate from such
transferee to the effect that (x) such transferee is not an employee benefit
plan subject to ERISA or a plan subject to Section 4975 of the Code (a "Plan")
and is not using the assets of any such employee benefit or other plan to
acquire any such Certificate or (y) such transferee is an insurance company
investing assets of its general account and the Exemptions apply to such
transferee's acquisition and holding of any such Certificate or (ii) an opinion
of counsel satisfactory to the Trustee to the effect that the purchase and
holding of any such Certificate will not constitute or result in the assets of
the Trust Fund created by the Agreement being deemed to be "plan assets" and
subject to the prohibited transaction provisions of ERISA or Section 4975 of the
Code and will not subject the Trustee or the Company to any obligation in
addition to those undertaken in the Agreement (provided, however, that the
Trustee will not require such certificate or opinion in the event that, as a
result of change of law or otherwise, counsel satisfactory to the Trustee has
rendered an opinion to the effect that the purchase and holding of any such
Certificate by a Plan or a Person that is purchasing or holding any such
Certificate with the assets of a Plan will not constitute or result in a
prohibited transaction under ERISA or Section 4975 of the Code).
[4. The ERISA-Restricted Certificates shall be registered in the name of
______________________________________________ as nominee for the Investor.]
IN WITNESS WHEREOF, the Investor has caused this instrument to be executed on
its behalf, pursuant to authority of its Board of Directors, by its [title of
officer] __________________ and its corporate seal to be hereunder attached,
attested by its [Assistant] Secretary, this ____ day of _________, 199_.
_______________________________________
[name of Investor]
By:____________________________________
Name:
Title:
The undersigned hereby
acknowledges that it is holding
and will hold the ERISA-Restricted
Certificates at the exclusive
direction of and as nominee
of the Investor named above.
_______________________________
[name of nominee]
By:____________________________
Name:
Title:
<PAGE>
EXHIBIT F
FORM OF RESIDUAL CERTIFICATE TRANSFEREE AFFIDAVIT
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], _________________ being first duly sworn, deposes and says:
1. That he [she] is [title of officer] ________________________ of
[name of Purchaser] _________________________________________ (the "Purchaser"),
a _____________________________________ [description of type of entity] duly
organized and existing under the laws of the [State of __________] [United
States], on behalf of which he [she] makes this affidavit.
2. That the Purchaser's Taxpayer Identification Number is [ ].
3. That the Purchaser is not a "disqualified organization" within the
meaning of Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended
(the "Code") and will not be a "disqualified organization" as of [date of
transfer], and that the Purchaser is not acquiring a Residual Certificate (as
defined below) for the account of, or as agent (including a broker, nominee, or
other middleman) for, any person or entity from which it has not received an
affidavit substantially in the form of this affidavit. For these purposes, a
"disqualified organization" means the United States, any state or political
subdivision thereof, any foreign government, any international organization, any
agency or instrumentality of any of the foregoing (other than an instrumentality
if all of its activities are subject to tax and a majority of its board of
directors is not selected by such governmental entity), any cooperative
organization furnishing electric energy or providing telephone service to
persons in rural areas as described in Code Section 1381(a)(2)(C), or any
organization (other than a farmers' cooperative described in Code Section 521)
that is exempt from federal income tax unless such organization is subject to
the tax on unrelated business income imposed by Code Section 511. As used
herein, "Residual Certificate" means any Certificate designated as a "Class R
Certificate" or a "Class RL Certificate" of GE Capital Mortgage Services, Inc.'s
REMIC Mortgage Pass-Through Certificates, Series 1999-9.
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
April 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 Upper Tier REMIC or Lower Tier
REMIC, pursuant to the Pooling and Servicing Agreement.
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be executed
on its behalf, pursuant to authority of its Board of Directors, by its [title of
officer] this _____ day of __________, 19__.
_________________________________
[name of Purchaser]
By:______________________________
Name:
Title:
Personally appeared before me the above-named [name of officer]
________________, known or proved to me to be the same person who executed the
foregoing instrument and to be the [title of officer] _________________ of the
Purchaser, and acknowledged to me that he [she] executed the same as his [her]
free act and deed and the free act and deed of the Purchaser.
Subscribed and sworn before me this _____ day of __________, 19__.
NOTARY PUBLIC
______________________________
COUNTY OF_____________________
STATE OF______________________
My commission expires the _____ day of __________, 19__.
<PAGE>
EXHIBIT G
[LETTER FROM TRANSFEROR OF RESIDUAL CERTIFICATE]
-------------------
Date
State Street Bank and Trust Company
Corporate Trust Department
225 Franklin Street
8th Floor
Boston, Massachusetts 02110
Re: GE Capital Mortgage Services, Inc.
REMIC Mortgage Pass-Through
Certificates, Series 1999-9
Ladies and Gentlemen:
_______________________ (the "Transferor") has reviewed the attached
affidavit of _____________________________ (the "Transferee"), and has no actual
knowledge that such affidavit is not true and has no reason to believe that the
information contained in paragraph 7 thereof is not true, and has no reason to
believe that the Transferee has the intention to impede the assessment or
collection of any federal, state or local taxes legally required to be paid with
respect to a Residual Certificate. In addition, the Transferor has conducted a
reasonable investigation at the time of the transfer and found that the
Transferee had historically paid its debts as they came due and found no
significant evidence to indicate that the Transferee will not continue to pay
its debts as they become due.
Very truly yours,
____________________________
Name:
Title:
<PAGE>
EXHIBIT H
ADDITIONAL SERVICER COMPENSATION
QUALIFIED ADMINISTRATIVE EXPENSES
(Conventional, Non-Conforming Loans)
Assumption Fees $550 - $800
Late Charges Per Loan Documents
Appraisal/Inspection Fees Reasonable and Customary
Charges
Partial Release Fees $300
Easements $150
Insufficient Funds Charges $15
Document Requests (copies of loan file
documents, additional pay-off quotations,
amortization schedules, payment histories) $0
Modification Fees Reasonable and Customary
Charges
<PAGE>
EXHIBIT I
FORM OF INVESTMENT LETTER FOR
DEFINITIVE RESTRICTED CERTIFICATES
---------------------
Date
State Street Bank and Trust Company
Corporate Trust Department
225 Franklin Street
8th Floor
Boston, Massachusetts 02110
Re: GE Capital Mortgage Services, Inc.
REMIC Mortgage Pass Through
Certificates, Series 1999-9
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 xisting 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 April 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 1999-9
Pursuant to the Pooling and Servicing Agreement dated as of April 1, 1999
(the "Agreement") between GE Capital Mortgage Services, Inc. (the "Company"),
and State Street Bank and Trust Company (the "Trustee"), governing the
Certificates referred to above, the Company hereby certifies to the Trustee:
With respect to the Agreement and as of the Determination Date for this
month:
The amounts below are for a Single Certificate of $1,000:
(1) Amount of distribution allocable to principal:
Class 1-A1 $__________
Class 1-A2 $__________
Class 1-A3 $__________
Class 1-A4 $__________
Class 1-A5 $__________
Class 1-A6 $__________
Class 1-A7 $__________
Class 1-A8 $__________
Class 1-A9 $__________
Class 1-PO $__________
Class 2-A1 $__________
Class 2-A2 $__________
Class 2-A3 $__________
Class 2-A4 $__________
Class 2-A5 $__________
Class 2-A6 $__________
Class 2-A7 $__________
Class 2-A8 $__________
Class 2-A9 $__________
Class 2-PO $__________
Class M $__________
Class B1 $__________
Class B2 $__________
Class B3 $__________
Class B4 $__________
Class B5 $__________
Class R $__________
Class RL $__________
(2) Aggregate principal prepayments included in distribution:
Class 1-A1 $__________
Class 1-A2 $__________
Class 1-A3 $__________
Class 1-A4 $__________
Class 1-A5 $__________
Class 1-A6 $__________
Class 1-A7 $__________
Class 1-A8 $__________
Class 1-A9 $__________
Class 1-PO $__________
Class 2-A1 $__________
Class 2-A2 $__________
Class 2-A3 $__________
Class 2-A4 $__________
Class 2-A5 $__________
Class 2-A6 $__________
Class 2-A7 $__________
Class 2-A8 $__________
Class 2-A9 $__________
Class 2-PO $__________
Class M $__________
Class B1 $__________
Class B2 $__________
Class B3 $__________
Class B4 $__________
Class B5 $__________
Class R $__________
Class RL $__________
(3) Amount of distribution allocable to interest; Pay-out Rate:
Class 1-A1 $__________ ____%
Class 1-A2 $__________ ____%
Class 1-A3 $__________ ____%
Class 1-A4 $__________ ____%
Class 1-A5 $__________ ____%
Class 1-A6 $__________ ____%
Class 1-A7 $__________ ____%
Class 1-A8 $__________ ____%
Class 1-A9 $__________ ____%
Class 1-S $__________ ____%
Class 2-A1 $__________ ____%
Class 2-A2 $__________ ____%
Class 2-A3 $__________ ____%
Class 2-A4 $__________ ____%
Class 2-A5 $__________ ____%
Class 2-A6 $__________ ____%
Class 2-A7 $__________ ____%
Class 2-A8 $__________ ____%
Class 2-A9 $__________ ____%
Class 2-S $__________ ____%
Class M $__________ ____%
Class B1 $__________ ____%
Class B2 $__________ ____%
Class B3 $__________ ____%
Class B4 $__________ ____%
Class B5 $__________ ____%
Class R $__________ ____%
Class RL $__________ ____%
(4) Accrual Amount:
Class 1-A3C $__________
Class 1-A5 $__________
Class 1-A9 $__________
(5) Amount of distribution allocable to Unanticipated Recoveries:
Class 1-A1 $__________ ____%
Class 1-A2 $__________ ____%
Class 1-A3 $__________ ____%
Class 1-A4 $__________ ____%
Class 1-A5 $__________ ____%
Class 1-A6 $__________ ____%
Class 1-A7 $__________ ____%
Class 1-A8 $__________ ____%
Class 1-A9 $__________ ____%
Class 1-PO $__________ ____%
Class 2-A1 $__________ ____%
Class 2-A2 $__________ ____%
Class 2-A3 $__________ ____%
Class 2-A4 $__________ ____%
Class 2-A5 $__________ ____%
Class 2-A6 $__________ ____%
Class 2-A7 $__________ ____%
Class 2-A8 $__________ ____%
Class 2-A9 $__________ ____%
Class 2-PO $__________ ____%
Class M $__________ ____%
Class B1 $__________ ____%
Class B2 $__________ ____%
Class B3 $__________ ____%
Class B4 $__________ ____%
Class B5 $__________ ____%
Class R $__________ ____%
Class RL $__________ ____%
(6) Servicing Compensation: $__________
The amounts below are for the aggregate of all Certificates:
(7) Pool Scheduled Principal Balance; number
of Mortgage Loans: $__________ __________
(8) Class Certificate Principal Balance (or Notional
Principal Balance) of each Class; Certificate
Principal Balance (or Notional Principal Balance) of
Single Certificate of each Class:
Single
Certificate
Class Balance Balance
Class 1-A1 $__________ $__________
Class 1-A2 $__________ $__________
Class 1-A3 $__________ $__________
Class 1-A4 $__________ $__________
Class 1-A5 $__________ $__________
Class 1-A6 $__________ $__________
Class 1-A7 $__________ $__________
Class 1-A8 $__________ $__________
Class 1-A9 $__________ $__________
Class 1-PO $__________ $__________
Class 1-S $__________ $__________
Class 2-A1 $__________ $__________
Class 2-A2 $__________ $__________
Class 2-A3 $__________ $__________
Class 2-A4 $__________ $__________
Class 2-A5 $__________ $__________
Class 2-A6 $__________ $__________
Class 2-A7 $__________ $__________
Class 2-A8 $__________ $__________
Class 2-A9 $__________ $__________
Class 2-PO $__________ $__________
Class 2-S $__________ $__________
Class M $__________ $__________
Class B1 $__________ $__________
Class B2 $__________ $__________
Class B3 $__________ $__________
Class B4 $__________ $__________
Class B5 $__________ $__________
Class R $__________ $__________
Class RL $__________ $__________
(9) Book value of real estate acquired
on behalf of Certificate-holders;
number of related Mortgage Loans: $__________ __________
(10) Aggregate Scheduled Principal
Balance and number of delinquent
Mortgage Loans:
30-59 days delinquent $__________ __________
60-89 days delinquent $__________ __________
90 or more days delinquent $__________ __________
In foreclosure $__________ __________
(11) Aggregate Scheduled Principal
Balance and number of replaced
Mortgage Loans: $__________ __________
(12) Aggregate Scheduled Principal
Balance and number of modified
Mortgage Loans: $__________ __________
(13) Certificate Interest Rate of:
Class 1-A3 Certificate: __________%
Class S Certificate: __________%
(14) Senior Percentage for such Distribution
Date: __________%
(15) Senior Prepayment Percentage for such
Distribution Date: __________%
(16) Pool 1 Group II Senior Percentage for such
Distribution Date: __________%
(17) Pool 2 Group II Senior Percentage for such
Distribution Date: __________%
(18) Pool 1 Group II Senior Distribution
Percentage for such Distribution Date: __________%
(19) Pool 2 Group II Senior Distribution
Percentage for such Distribution Date: __________%
(20) Junior Percentage for such Distribution
Date: __________%
(21) Junior Prepayment Percentage for such
Distribution Date: __________%
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.
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 in respect of the related
Mortgage Pool 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 in respect of the related
Mortgage Pool 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 in respect of the related Mortgage Pool pursuant to the
Pooling and Servicing Agreement. After making such withdrawal, all amounts
remaining in the Collateral Fund (after adjustment for all withdrawals and
deposits pursuant to subsection (c) above and after reimbursement to the
Servicer for all related Monthly Advances) in respect of such Mortgage Loan
shall be released to the Purchaser.
Section 2.04. Termination.
(a) With respect to all Mortgage Loans included in the Trust Fund, the
Purchaser's right to make any Election to Delay Foreclosure or any Election to
Foreclose and the Company's obligations under Section 2.01 shall terminate on
the earliest to occur of the following: (i) at such time as the Class
Certificate Principal Balance of the Class B_ Certificates has been reduced to
zero, (ii) if the greater of (x) 43% (or such lower or higher percentage that
represents the Company's actual loss experience with respect to the Mortgage
Loans) of the aggregate principal balance of all Mortgage Loans that are in
foreclosure or are more than 90 days delinquent on a contractual basis and the
aggregate book value of REO properties or (y) the aggregate amount that the
Company estimates through its normal servicing practices will be required to be
withdrawn from the Collateral Fund with respect to Mortgage Loans as to which
the Purchaser has made an Election to Delay Foreclosure or an Election to
Foreclose exceeds (z) the then-current Class Certificate Principal Balance of
the Class B_ Certificates, or (iii) upon any transfer by the Purchaser of any
interest (other than the minority interest therein, but only if the transferee
provides written acknowledgment to the Company of the Purchaser's right
hereunder and that such transferee will have no rights hereunder) in the Class
B_ Certificates [or in the Class B5 Certificates] (whether or not such transfer
is registered under the Pooling and Servicing Agreement), including any such
transfer in connection with a termination of the Trust Fund. Unless earlier
terminated as set forth herein, this Agreement and the respective rights,
obligations and responsibilities of the Purchaser and the Company hereunder
shall terminate immediately upon (x) the later to occur of (i) the final
liquidation of the last Mortgage Loan as to which the Purchaser made any
Election to Delay Foreclosure or any Election to Foreclose and the withdrawal of
all remaining amounts in the Collateral Fund as provided herein and (ii) ten
(10) Business Days' notice or (y) the occurrence of any event that results in
the Purchaser becoming an "affiliate" of the Trustee within the meaning of the
Prohibited Transaction Exemption (as defined in the Pooling and Servicing
Agreement).
(b) The Purchaser's rights pursuant to Section 2.02 or 2.03 of this
Agreement shall terminate with respect to a Mortgage Loan as to which the
Purchaser has exercised its rights under Section 2.02 or 2.03 hereof, upon
Purchaser's failure to deposit any amounts required pursuant to Section 2.02(d)
or 2.03(b) after one Business Day's notice of such failure.
Section 2.05. Notification. The Purchaser shall promptly notify the Trustee
and the Company if such Purchaser becomes aware of any discussions, plans or
events that might lead to such Person's becoming an "affiliate" (within the
meaning of the Prohibited Transaction Exemption) of the Trustee, provided that
the contents of any such notification shall be kept confidential by the parties
to this Agreement.
ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01. Collateral Fund. Upon payment by the Purchaser of the initial
amount required to be deposited in the Collateral Fund pursuant to Article II,
the Company shall request the Trustee to establish and maintain with the Trustee
a segregated account entitled "REMIC Mortgage Pass-Through Certificates 199_-__
Collateral Fund, for the benefit of GE Capital Mortgage Services, Inc. and State
Street Bank and Trust Company on behalf of Certificateholders, as secured
parties" (the "Collateral Fund"). Amounts held in the Collateral Fund shall
continue to be the property of the Purchaser, subject to the first priority
security interest granted hereunder for the benefit of such secured parties,
until withdrawn from the Collateral Fund pursuant to the Section 2.02 or 2.03
hereof.
Upon the termination of this Agreement and the liquidation of all Mortgage
Loans as to which the Purchaser has made any Election to Delay Foreclosure or
any Election to Foreclose pursuant to Section 2.04 hereof, the Company shall
distribute to the Purchaser all amounts remaining in the Collateral Fund
together with any investment earnings thereon (after giving effect to all
withdrawals therefrom permitted under this Agreement).
The Purchaser shall not take or direct the Company or the Trustee to take
any action contrary to any provision of the Pooling and Servicing Agreement. In
no event shall the Purchaser (i) take or cause the Trustee or the Company to
take any action that could cause any REMIC established under the Pooling and
Servicing Agreement to fail to qualify as a REMIC or cause the imposition on any
such REMIC of any "prohibited transaction" or "prohibited contribution" taxes or
(ii) cause the Trustee or the Company to fail to take any action necessary to
maintain the status of any such REMIC as a REMIC.
Section 3.02. Collateral Fund Permitted Investments. The Company shall, at
the written direction of the Purchaser, direct the Trustee to invest the funds
in the Collateral Fund in the name of the Trustee in Collateral Fund Permitted
Investments. Such direction shall not be changed more frequently then quarterly.
In the absence of any direction, the Company shall direct the Trustee select
such investments in accordance with the definition of Collateral Fund Permitted
Investments in its discretion.
All income and gain realized from any investment as well as any interest
earned on deposits in the Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the Purchaser and the
amount of net realized losses shall be promptly deposited by the Purchaser in
the Collateral Fund. The Company shall periodically (but not more frequently
than monthly) direct the Trustee to distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefor in the Collateral Fund,
equal to the amount by which the balance of the Collateral Fund, after giving
effect to all other distributions to be made from the Collateral Fund on such
date, exceeds the Required Collateral Fund Balance. Any amounts so distributed
shall be released from the lien and security interest of this Agreement.
Section 3.03. Grant of Security Interest. In order to secure the
obligations of the Purchaser hereunder to the Company and the Trustee for the
benefit of Certificateholders (other than its obligations under Section 4.10),
the Purchaser hereby grants to the Company and to the Trustee for the benefit of
the Certificateholders a security interest in and lien on all of the Purchaser's
right, title and interest, whether now owned or hereafter acquired, in and to:
(1) the Collateral Fund, (2) all amounts deposited in the Collateral Fund and
Collateral Fund Permitted Investments in which such amounts are invested (and
the distributions and proceeds of such investments) and (3) all cash and
non-cash proceeds of any of the foregoing, including proceeds of the voluntary
or involuntary conversion thereof (all of the foregoing collectively, the
"Collateral").
The Purchaser acknowledges the lien on and security interest in the
Collateral for the benefit of the Company and the Trustee on behalf of the
Certificateholders. The Purchaser shall take all actions requested by the
Company or the Trustee as may be reasonably necessary to perfect the security
interest created under this Agreement in the Collateral and cause it to be prior
to all other security interests and liens, including the execution and delivery
to the Company or at its direction the Trustee for filing of appropriate
financing statements in accordance with applicable law.
Section 3.04. Collateral Shortfalls. In the event that amounts on deposit
in the Collateral Fund at any time are insufficient to cover any withdrawals
therefrom that the Company or the Trustee is then entitled to make hereunder,
the Purchaser shall be obligated to pay such amounts to the Company or the
Trustee immediately upon demand. Such obligation shall constitute a general
corporate obligation of the Purchaser. The failure to pay such amounts within
two Business Days of such demand (except for amounts to cover interest on a
Mortgage Loan pursuant to Sections 2.02(d) and 2.03(b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Amendment. This Agreement may be amended from time to time by
the Company and the Purchaser by written agreement signed by the Company and the
Purchaser provided that no such amendment shall have a material adverse effect
on the holders of other Classes of Certificates.
Section 4.02. Counterparts. This Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 4.03. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 4.04. Notices. All demands, notices and direction hereunder shall
be in writing or by telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Company, with respect to notices pursuant to
Sections 2.02 and 2.03 hereto,
GE Capital Mortgage Services, Inc.
2000 West Loop South
Suite 1917
Houston, Texas 77027
Attention: Mark Pendergrass
Telephone: (713) 964-4207
Facsimile: (713) 964-4100
with respect to all other notices pursuant to this Agreement,
GE Capital Mortgage Services, Inc.
Three Executive Campus
Cherry Hill, New Jersey 08002
Attention: General Counsel
Telephone: (609) 661-6515
Facsimile: (609) 661-6875
or such other address as may hereafter be furnished in writing by the
Company, or
(b) in the case of the Purchaser, with respect to notices pursuant to
Section 2.01,
________________________________
________________________________
Attention:______________________
Telephone:______________________
Facsimile:______________________
with respect to all other notices pursuant to this Agreement,
________________________________
________________________________
Attention:______________________
Telephone:______________________
Facsimile:______________________
or such other address as may hereafter be furnished in writing by the
Purchaser, or
(c) in the case of the Trustee,
State Street Bank and Trust Company
Corporate Trust Department
Two International Place, Fifth Floor
Boston, Massachusetts 02110
Attention: Karen Beard
Telephone: (617) 664-5465
Facsimile: (617) 664-5367
Section 4.05. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever, including regulatory, held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement.
Section 4.06. Successor and Assigns. The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and the
respective successors and assigns of the parties hereto; provided, however, that
the rights under this Agreement cannot be assigned by the Purchaser without the
consent of the Company.
Section 4.07. Article and Section Headings. The article and section
headings herein are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.
Section 4.08. Third Party Beneficiaries. The Trustee on behalf of
Certificateholders is the intended third party beneficiary of this Agreement.
Section 4.09. Confidentiality. The Purchaser agrees that all information
supplied by or on behalf of the Company pursuant to Section 2.01 or 2.02,
including individual account information, is the property of the Company and the
Purchaser agrees to use such information solely for the purposes set forth in
this Agreement and to hold such information confidential and not to disclose
such information.
Section 4.10. Indemnification. The Purchaser agrees to indemnify and hold
harmless the Company against any and all losses, claims, damages or liabilities
to which it may be subject, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
actions taken by the Company in accordance with the provisions of this Agreement
and which actions conflict or are alleged to conflict with the Company's
obligations under the Pooling and Servicing Agreement. The Purchaser hereby
agrees to reimburse the Company on demand for the reasonable legal or other
expenses incurred by it in connection with investigating or defending any such
loss, claim, damage, liability or action.
[Section 4.11. Delayed Effectiveness. The Purchaser agrees that,
notwithstanding any other provision of this Agreement, the Purchaser shall have
no rights hereunder, and the Company shall have no obligations hereunder, until
the Class Certificate Principal Balance of the Class B5 Certificates has been
reduced to zero and any Special Servicing and Collateral Fund Agreement between
the Company and the Purchaser relating to such Class B5 Certificates has been
terminated.]
<PAGE>
IN WITNESS WHEREOF, the Company and the Purchaser have caused their names
to be signed hereto by their respective officers thereunto duly authorized, all
as of the day and year first above written.
GE CAPITAL MORTGAGE SERVICES, INC.
By:________________________________
Name:
Title:
[PURCHASER]
By:_______________________________
Name:
Title:
Acknowledged and agreed to:
STATE STREET BANK AND TRUST COMPANY
By:___________________________________
Name:
Title:
<PAGE>
EXHIBIT L
FORM OF LOST NOTE AFFIDAVIT AND AGREEMENT
I, _________________________________________, being duly sworn, do hereby
state under oath that:
1. I am a duly elected ______________________ of GE Capital Mortgage
Services, Inc. (the "Company") and am duly authorized to make this affidavit.
2. This affidavit is being delivered in connection with the transfer of the
Mortgage Loan described in Paragraph 3 hereof by the Company pursuant to the
Pooling and Servicing Agreement dated as of [date] between the Company, Seller
and Servicer, and State Street Bank and Trust Company, Trustee, relating to the
Company's REMIC 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
<PAGE>
EXHIBIT N
SCHEDULE OF PLEDGED ASSET MORTGAGE LOANS
<PAGE>
EXHIBIT O
SENIOR PRINCIPAL PRIORITIES
POOL 1
third, to the classes of Pool 1 Senior Certificates entitled to principal
distributions, in reduction of the Class Certificate Principal Balances or
Component Principal Balances thereof, to the extent of remaining Available Funds
in respect of Pool 1, in the following order of priority:
(1) to the Class 1-A1 through Class 1-A9, Class R and Class RL
Certificates, the Pool 1 Senior Optimal Principal Amount for such Distribution
Date, concurrently, as follows:
(a) pro rata, to the Class 1-A6 and Class 1-A7 Certificates (together, the
"Pool 1 Group II Senior Certificates"), the Pool 1 Group II Senior Principal
Distribution Amount (as defined herein) for such Distribution Date, until the
Class Certificate Principal Balances thereof have each been reduced to zero; and
(b) to the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A5,
Class 1-A8, Class 1-A9, Class R and Class RL Certificates (together, the "Pool 1
Group I Senior Certificates"), the Pool 1 Senior Optimal Principal Amount less
the Pool 1 Group II Senior Principal Distribution Amount for such Distribution
Date, in the following order of priority:
(I) pro rata, to the Class R and Class RL Certificates, until the Class
Certificate Principal Balances thereof have each been reduced to zero;
(II) sequentially, to the Class 1-A1 and Class 1-A2 Certificates and the
Class 1-A3A Component, in that order, up to the amount necessary to reduce the
aggregate Class Certificate Principal Balances and Component Principal Balance,
as applicable, thereof to the Aggregate Pool 1 PAC Balance set forth in the Pool
1 PAC Balances Table for such Distribution Date;
(III) sequentially, to the Class 1-A4 and Class 1-A8 Certificates, in that
order, up to the amount necessary to reduce the aggregate Class Certificate
Principal Balances thereof to the Class 1-A4 and Class 1-A8 Aggregate TAC
Balance No. 1 set forth in the Pool 1 TAC Balances Table for such Distribution
Date;
(IV) to the Class 1-A3C Component, up to the amount necessary to reduce the
Component Principal Balance thereof to the Class 1-A3 TAC Component Balance No.
1 set forth in the Pool 1 TAC Balances Table for such Distribution Date;
(V) to the Class 1-A5 and Class 1-A9 Certificates, in the following order
of priority:
(A) to the Class 1-A5 Certificates, until the Class Certificate Principal
Balance thereof has been reduced to zero; and
(B) to the Class 1-A9 Certificates, until the Class Certificate Principal
Balance thereof has been reduced to zero;
(VI) sequentially, to the Class 1-A4 and Class 1-A8 Certificates, in that
order, up to the amount necessary to reduce the aggregate Class Certificate
Principal Balances thereof to the Class 1-A4 and Class 1-A8 Aggregate TAC
Balance No. 2 set forth in the Pool 1 TAC Balances Table for such Distribution
Date;
(VII) to the Class 1-A3C Component, up to the amount necessary to reduce
the Component Principal Balance thereof to the Class 1-A3 TAC Component Balance
No. 2 set forth in the Pool 1 TAC Balances Table for such Distribution Date;
(VIII) to the Class 1-A4 and Class 1-A8 Certificates and the Class 1-A3C
Component, in the following order of priority:
(A) to the Class 1-A4 Certificates, without regard to the Pool 1 TAC
Balances Table for such Distribution Date, until the Class Certificate Principal
Balance thereof has been reduced to zero;
(B) to the Class 1-A8 Certificates, without regard to the Pool 1 TAC
Balances Table for such Distribution Date, until the Class Certificate Principal
Balance thereof has been reduced to zero; and
(C) to the Class 1-A3C Component, without regard to the Pool 1 TAC Balances
Table for such Distribution Date, until the Component Principal Balance thereof
has been reduced to zero; and
(IX) sequentially, to the Class 1-A1 and Class 1-A2 Certificates and the
Class 1-A3A Component, in that order, without regard to the Pool 1 PAC Balances
Table for such Distribution Date, until the Class Certificate Principal Balances
and Component Principal Balance, as applicable, thereof have each been reduced
to zero; and
(2) to the Class 1-PO Certificates, the Class 1-PO Principal Distribution
Amount for such Distribution Date, until the Class Certificate Principal Balance
thereof has been reduced to zero; and
<PAGE>
EXHIBIT O
SENIOR PRINCIPAL PRIORITIES
POOL 2
third, to the classes of Pool 2 Senior Certificates entitled to principal
distributions, in reduction of the Class Certificate Principal Balances thereof,
to the extent of remaining Available Funds in respect of Pool 2, in the
following order of priority:
(1) to the Class 2-A1 through Class 2-A9 Certificates, the Pool 2 Senior
Optimal Principal Amount for such Distribution Date, concurrently as follows:
(a) to the Class 2-A3 Certificates, the Class 2-A3 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 2-A1, Class 2-A2, Class 2-A4, Class 2-A5, Class 2-A6,
Class 2-A7, Class 2-A8 and Class 2-A9 Certificates (together, the "Pool 2 Group
I Senior Certificates"), the Pool 2 Senior Optimal Principal Amount less the
Class 2-A3 Principal Distribution Amount for such Distribution Date, in the
following order of priority:
(i) to the Class 2-A1, Class 2-A5, Class 2-A6, Class 2-A7, Class 2-A8 and
Class 2-A9 Certificates, as follows:
(A) approximately 39.3442622951% of the amount distributable pursuant to
this clause (b)(i) to the Class 2-A1 Certificates, until the Class Certificate
Principal Balance thereof has been reduced to zero; and
(B) approximately 60.6557377049% of the amount distributable pursuant to
this clause (b)(i), sequentially, to the Class 2-A5, Class 2-A6, Class 2-A7,
Class 2-A8 and Class 2-A9 Certificates, in that order, until the Class
Certificate Principal Balances thereof have each been reduced to zero;
(ii) to the Class 2-A2 Certificates, until the Class Certificate Principal
Balance thereof has been reduced to zero; and
(iii) to the Class 2-A4 Certificates, until the Class Certificate Principal
Balance thereof has been reduced to zero; and
(2) to the Class 2-PO Certificates, the Class 2-PO Principal Distribution
Amount for such Distribution Date, until the Class Certificate Principal Balance
thereof has been reduced to zero;
