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) December 30, 1998
GE CAPITAL MORTGAGE SERVICES, INC.
(as Seller and Servicer under the Pooling and
Servicing Agreement, dated as of December 1, 1998,
providing for the issuance of REMIC Multi-Class
Pass-Through Certificates, Series 1998-26)
GE Capital Mortgage Services, Inc.
(Exact name of registrant as specified in its charter)
New Jersey 33-5042 21-0627285
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction Identification No.)
of incorporation)
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 December 30, 1998, GE Capital Mortgage Services, Inc. ("GECMSI") offered to
investors certain classes of its REMIC Multi-Class Pass-Through Certificates,
Series 1998-26 (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 1998-26") 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 October
22, 1998 as supplemented by the Prospectus Supplement dated December 22, 1998.
The original principal balance of each Class of the Certificates is as follows:
Class R $100.00
Class A $171,658,900.00
Class PO $173,016.56
Class M $1,578,000.00
Class B1 $614,000.00
Class B2 $438,000.00
Class B3 $351,000.00
Class B4 $263,000.00
Class B5 $263,305.62
Total : $175,339,322.18
The initial Junior Percentage and initial Senior Percentage for Pool 1998-26 are
approximately 2.00% and 98.00%, respectively. The "Bankruptcy Loss Amount," the
"Fraud Loss Amount" and the "Special Hazard Loss Amount" for Pool 1998-26 as of
the initial issuance of the Certificates are $100,000.00, $1,753,393.00 and
$2,200,000.00, respectively, representing approximately .060%, 1.00%, and 1.25%,
respectively, of the aggregate Scheduled Principal Balances of the Mortgage
Loans as of December 1, 1998 (the "Cut-off Date").
Description of the Mortgage Pool and the Mortgaged Properties
- -------------------------------------------------------------
Pool 1998-26
- ------------
Pool 1998-26 consists primarily of fixed-rate, fully-amortizing conventional
Mortgage Loans evidenced by Mortgage Notes which have original maturities of 10
to 15 years and an aggregate outstanding Scheduled Principal Balance as of the
Cut-off Date, after deducting payments of principal due on or before such date
and prepayments of principal received before such date, of $175,339,322.18.
The interest rates (the "Mortgage Rates") borne by the 628 Mortgage Loans
conveyed by GECMSI to Pool 1998-26 range from 5.875% to 9.750% and the weighted
average Mortgage Rate as of the Cut-off Date is 7.1732% 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 1998-26 ranged from $20,000.00 to
$1,100,000.00, and, as of the Cut-off Date, the average outstanding Scheduled
Principal Balance of the Mortgage Loans in Pool 1998-26 is $279,202.74, 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 1998-26 is October 15, 1986, and the latest
scheduled maturity date of any such Mortgage Loan is December 1, 2013. The
weighted average loan-to-value ratio of the Mortgage Loans as of the Cut-off
Date in Pool 1998-26 is 67.2767%.
<PAGE>
The Mortgage Loans in Pool 1998-26 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 1998-26:
- ------------------------------------------------------------------------------
MORTGAGE # OF LOANS AGGREGATE BALANCES % OF POOL BY
RATES AS OF CUT-OFF DATE AGGREGATE BALANCE
------------------------------------------------------------------------------
5.8750% 1 $ 255,000.00 0.1454%
6.0000% 1 $ 418,555.80 0.2387%
6.2500% 5 $ 1,953,388.90 1.1141%
6.3750% 11 $ 3,551,225.34 2.0253%
6.5000% 22 $ 6,795,276.03 3.8755%
6.6250% 43 $ 13,252,618.56 7.5583%
6.7500% 69 $ 22,692,566.88 12.9421%
6.8750% 77 $ 25,807,118.63 14.7184%
7.0000% 91 $ 28,993,000.52 16.5354%
7.1250% 67 $ 21,753,435.98 12.4065%
7.2500% 36 $ 10,674,703.47 6.0880%
7.3750% 33 $ 7,925,627.94 4.5202%
7.5000% 14 $ 3,031,001.63 1.7286%
7.6250% 11 $ 1,560,264.85 0.8899%
7.7500% 9 $ 1,052,697.13 0.6004%
7.8750% 11 $ 1,917,629.34 1.0937%
8.0000% 8 $ 1,265,099.20 0.7215%
8.1250% 9 $ 1,747,262.91 0.9965%
8.2500% 7 $ 1,325,747.67 0.7561%
8.3750% 10 $ 1,485,022.08 0.8469%
8.5000% 24 $ 4,053,135.90 2.3116%
8.6250% 20 $ 4,082,680.77 2.3284%
8.7500% 14 $ 2,634,684.50 1.5026%
8.8750% 16 $ 3,195,078.06 1.8222%
9.0000% 9 $ 1,795,624.07 1.0241%
9.1250% 3 $ 687,685.20 0.3922%
9.2500% 2 $ 427,160.60 0.2436%
9.3750% 4 $ 828,043.82 0.4723%
9.7500% 1 $ 177,986.40 0.1015%
Total 628 $ 175,339,322.18 100.0000%
<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 1998-26
:
ORIGINAL # OF LOANS AGGREGATE BALANCES % OF POOL BY
BALANCES AS OF CUT-OFF DATE AGGREGATE BAL.
-------- --------- ------------------ --------------
$ 0-227,150 133 $16,087,265.23 9.1749%
$227,151-250,000 55 $11,088,337.98 6.3239%
$250,001-300,000 179 $46,762,770.22 26.6699%
$300,001-350,000 104 $32,060,773.52 18.2850%
$350,001-400,000 55 $18,947,525.19 10.8062%
$400,001-450,000 38 $14,906,774.61 8.5017%
$450,001-600,000 48 $23,812,529.61 13.5808%
$600,001-650,000 11 $7,023,529.86 4.0057%
$650,001-1,000,000 + 5 $4,649,815.96 2.6519%
Total 628 $175,339,322.18 100.0000%
The largest outstanding Scheduled Principal Balance of any Mortgage Loan, as of
the Cut-off Date, in Pool 1998-26 is $1,100,000.00.
The smallest outstanding Scheduled Principal Balance of any Mortgage Loan, as of
the Cut-off Date, in Pool 1998-26 is $2,460.63.
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 1998-26:
YEAR OF ORIGINATION # OF LOANS AGGREGATE BALANCES % OF POOL BY
AS OF CUT-OFF DATE AGGREGATE BALANCE
------------------- ---------- -------------------- -----------------
1986 1 $132,629.96 0.0756%
1988 1 $34,946.14 0.0199%
1991 18 $3,217,771.60 1.8352%
1992 98 $19,270,027.54 10.9901%
1994 1 $383,473.05 0.2187%
1996 1 $285,691.78 0.1629%
1997 2 $430,954.01 0.2458%
1998 506 $151,583,828.10 86.4518%
Total 628 $175,339,322.18 100.0000%
<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 1998-26:
LOAN-TO-VALUE # OF LOANS AGGREGATE BALANCES % OF POOL BY
RATIO AT ORIGINATION AS OF CUT-OFF DATE AGGREGATE BALANCE
-------------------- ---------- ------------------ -----------------
00.00050.00 77 $22,071,021.72 12.5876%
50.00160.00 93 $27,948,065.73 15.9394%
60.00170.00 132 $34,798,940.23 19.8466%
70.00175.00 117 $35,136,408.75 20.0391%
75.00180.00 184 $49,585,350.47 28.2797%
80.00185.00 5 $841,490.74 0.4799%
85.00190.00 15 $3,894,978.61 2.2214%
90.00195.00 5 $1,063,065.93 0.6063%
Total 628 $175,339,322.18 100.0000%
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 1998-26:
TYPE OF DWELLING # OF LOANS AGGREGATE BALANCES % OF POOL BY
AS OF CUT-OFF DATE AGGREGATE BALANCE
---------------- ---------- ------------------ -----------------
Single-family detached 581 $164,956,347.92 94.0784%
Single-family attached 8 $1,896,653.88 1.0817%
Condominium 28 $6,364,482.90 3.6298%
24 Family Units 11 $2,121,837.48 1.2101%
Total 628 $175,339,322.18 100.0000%
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 1998-26:
# OF LOANS AGGREGATE BALANCES % OF POOL BY
OCCUPANCY AS OF CUT-OFF DATE AGGREGATE BALANCE
- --------- --------- ------------------ -----------------
Owner Occupied 585 $167,736,556.23 95.6640%
Vacation 20 $4,645,635.40 2.6495%
Investment 23 $2,957,130.55 1.6865%
Total 628 $175,339,322.18 100.0000%
<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 1998-26:
STATE OF LOANS AGGREGATE BALANCES % OF POOL BY
AS OF CUT-OFF DATE AGGREGATE BALANCE
- ----- -------- ------------------ -----------------
Alabama 2 $662,337.43 0.3777%
Arizona 14 $4,514,734.09 2.5749%
Arkansas 1 $335,814.39 0.1915%
California 168 $50,146,311.89 28.5997%
Colorado 13 $4,006,736.50 2.2851%
Connecticut 15 $4,359,472.51 2.4863%
District Of
Columbia 1 $327,876.89 0.1870%
Florida 40 $9,846,849.80 5.6159%
Georgia 19 $5,447,889.89 3.1071%
Hawaii 1 $255,000.00 0.1454%
Idaho 1 $80,960.10 0.0462%
Illinois 18 $6,287,325.30 3.5858%
Indiana 4 $1,089,626.84 0.6214%
Kansas 3 $623,585.89 0.3556%
Kentucky 3 $714,229.46 0.4073%
Louisiana 3 $892,249.61 0.5089%
Maine 2 $392,035.84 0.2236%
Maryland 25 $5,212,997.33 2.9731%
Massachusetts 40 $11,504,940.42 6.5615%
Michigan 4 $1,204,216.37 0.6868%
Minnesota 7 $2,061,404.57 1.1757%
Missouri 10 $2,326,693.94 1.3270%
Montana 2 $593,346.69 0.3384%
Nebraska 1 $435,900.53 0.2486%
Nevada 7 $1,103,059.84 0.6291%
New Hampshire 3 $719,417.63 0.4103%
New Jersey 40 $9,849,515.65 5.6174%
New Mexico 3 $772,461.49 0.4406%
New York 35 $8,019,192.87 4.5735%
North Carolina 4 $800,908.78 0.4568%
North Dakota 1 $259,395.56 0.1479%
Ohio 13 $3,900,818.07 2.2247%
Oklahoma 2 $876,188.21 0.4997%
Oregon 6 $1,798,504.25 1.0257%
Pennsylvania 31 $9,495,203.24 5.4153%
Rhode Island 4 $775,431.25 0.4422%
South Carolina 2 $453,348.39 0.2586%
Tennessee 10 $2,847,211.25 1.6238%
Texas 23 $7,005,633.56 3.9955%
Utah 8 $2,317,405.77 1.3217%
Virginia 17 $4,283,757.01 2.4431%
Washington 14 $4,258,932.30 2.4290%
Wisconsin 8 $2,480,400.78 1.4146%
Total 628 $175,339,322.18 100.0000%
<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 1998-26:
YEAR OF MATURITY # OF LOANS AGGREGATE BALANCES % OF POOL BY
AS OF CUT-OFF DATE AGGREGATE BALANCE
---------------- ---------- ------------------ -----------------
2003 1 $34,946.14 0.0199%
2006 6 $1,307,274.14 0.7456%
2007 110 $21,180,525.00 12.0797%
2008 7 $2,011,672.13 1.1473%
2009 1 $162,622.93 0.0927%
2010 1 $285,691.78 0.1629%
2011 2 $778,408.06 0.4439%
2012 2 $570,331.08 0.3253%
2013 498 $149,007,850.92 84.9827%
Total 628 $175,339,322.18 100.0000%
The weighted average scheduled remaining term to maturity of the Mortgage Loans
in Pool 1998-26 calculated as of the Cut-off Date is 167 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 1998-26:
# OF LOANS AGGREGATE BALANCES % OF POOL BY
PURPOSE OF LOAN AS OF CUT-OFF DATE AGGREGATE BALANCE
--------------- ---------- ------------------ -----------------
Purchase 170 $44,875,661.87 25.5936%
Rate Term/Refinance 341 $102,184,416.93 58.2781%
Cash-out Refinance 117 $28,279,243.38 16.1283%
Total 628 $175,339,322.18 100.0000%
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
1.1 The Underwriting Agreement, dated as of June 22, 1995, and the related
Terms Agreement, dated as of December 22, 1998, for certain of the Series
1998-26 Certificates between GE Capital Mortgage Services, Inc. and Credit
Suisse First Boston Corporation.
4.1 The Pooling and Servicing Agreement for the Series 1998-26 Certificates,
dated as of December 1, 1998, between GE Capital Mortgage Services, Inc.,
as seller and servicer, and State Street Bank and Trust Company, as
trustee.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GE Capital Mortgage Services, Inc.
By: /s/ Syed W. Ali
----------------
Name: Syed W. Ali
Title: Vice President
Dated as of December 30, 1998
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
GE Capital Mortgage Services, Inc.
By: /s/ Syed W. Ali
---------------
Name: Syed W. Ali
Title: Vice President
Dated as of December 30, 1998
<PAGE>
EXHIBIT INDEX
The exhibits are being filed herewith:
- -------------- ------------------------------------------ -------------
EXHIBIT NO. DESCRIPTION PAGE
- -------------- ------------------------------------------ -------------
1.1 The Underwriting Agreement, dated as of
June 22, 1995, and the related Terms
Agreement, dated as of December 22,
1998, for certain of the Series 1998-26
Certificates between GE Capital Mortgage
Services, Inc. and Credit Suisse First
Boston Corporation.
4.1 The Pooling and Servicing Agreement for
the Series 1998-26 Certificates, dated
as of December 1, 1998, 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
CS First Boston Corporation New York, New York
55 East 52nd Street June 22, 1995
New York, New York 10055
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,
<PAGE>
fixed rate, first lien, fully amortizing, one- to four-family
residential mortgage loans (the "Mortgage Loans") having the
original terms to maturity specified in the related Terms
Agreement referred to hereinbelow. If so specified in the related
Terms Agreement, one or more elections may be made to treat the
assets of each Trust Fund as a real estate mortgage investment
conduit (each, a "REMIC") for federal income tax purposes.
Whenever the Company determines to make an offering of
Certificates (each, a "Certificate Offering") pursuant to this
Agreement through you, it will enter into an agreement with you
(the "Terms Agreement") providing for the sale of specified
Classes of Offered Certificates (as defined below) to, and the
purchase and public offering thereof by, you. Each such
Certificate Offering which the Company elects to make pursuant to
this Agreement shall be governed by this Agreement, as
supplemented by the related Terms Agreement. Each Terms
Agreement, which shall be substantially in the form of Exhibit A
hereto, shall specify, among other things, the Classes of
Certificates to be purchased by the Underwriter (the "Offered
Certificates"), the principal balance or balances of the Offered
Certificates, each subject to any stated variance, and the price
or prices at which such Offered Certificates are to be purchased
by the Underwriter from the Company.
1. Representations and Warranties. (a) The Company
represents and warrants to and agrees with the Underwriter, as of
the date of the related Terms Agreement, that:
(i) The registration statement specified
in the related Terms Agreement, on Form S-3, including
a prospectus, has been filed with the Securities and
Exchange Commission (the "Commission") for the
registration under the Securities Act of 1933, as
amended (the "Act"), of pass-through certificates
issuable in series, which registration statement has
been declared effective by the Commission. Such
registration statement, as amended to the date of the
related Terms Agreement, including any documents
incorporated by reference therein pursuant to Item 12
-2-
<PAGE>
of Form S-3 under the Act which were filed under the
Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on or before the effective date of
the Registration Statement, is hereinafter called the
"Registration Statement," and such prospectus, as such
prospectus is supplemented by a prospectus supplement
relating to the Offered Certificates of the related
Series, each in the form first filed after the date of
the related Terms Agreement pursuant to Rule 424(b)
under the Act, including any documents incorporated by
reference therein pursuant to Item 12 of Form S-3
under the Act which were filed under the Exchange Act
on or before the date of such Prospectus Supplement
(other than any such incorporated documents that
relate to Collateral Term Sheets (as defined
herein))(such prospectus supplement, including such
incorporated documents (other than those that relate
to Collateral Term Sheets), in the form first filed
after the date of the related Terms Agreement pursuant
to Rule 424(b) is hereinafter called the "Prospectus
Supplement"), is hereinafter called the "Prospectus".
Any reference herein to the terms "amend," "amendment"
or "supplement" with respect to the Registration
Statement, the Prospectus or the Prospectus Supplement
shall be deemed to refer to and include the filing of
any document under the Exchange Act after the
effective date of the Registration Statement or the
issue date of the Prospectus or Prospectus Supplement,
as the case may be, deemed to be incorporated therein
by reference pursuant to Item 12 of Form S-3 under the
Act.
(ii) The related Registration Statement,
at the time it became effective, and the prospectus
contained therein, and any amendments thereof and
supplements thereto filed prior to the date of the
related Terms Agreement, conformed in all material
respects to the requirements of the Act and the rules
and regulations of the Commission thereunder; on the
date of the related Terms Agreement and on each
Closing Date (as defined in Section 3 below), the
related Registration Statement and the related
Prospectus, and
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<PAGE>
any amendments thereof and supplements thereto, will
conform in all material respects to the requirements
of the Act and the rules and regulations of the
Commission thereunder; such Registration Statement, at
the time it became effective, did not contain any
untrue statement of a material fact or omit to state a
material fact required to be stated therein or
necessary to make the statements therein not
misleading; such Prospectus, on the date of any filing
pursuant to Rule 424(b) and on each Closing Date, will
not include any untrue statement of a material fact or
omit to state a material fact necessary to make the
statements therein, in the light of the circumstances
under which they are made, not misleading; and the
Detailed Description referred to in such Prospectus,
on each Closing Date and the date of any filing
thereof under cover of Form 8-K, will not include any
untrue statement of a material fact or omit to state
any information which such Prospectus states will be
included in such Detailed Description; provided,
however, that the Company makes no representations or
warranties as to the information contained in or
omitted from (A) such Registration Statement or such
Prospectus (or any supplement thereto) in reliance
upon and in conformity with written information
furnished to the Company by or on behalf of the
Underwriter specifically for use in the preparation
thereof or (B) any Current Report (as defined in
Section 5(b) below), or in any amendment thereof or
supplement thereto, incorporated by reference in such
Registration Statement or such Prospectus (or any
amendment thereof or supplement thereto).
(iii) The Certificates of the related
Series will conform to the description thereof
contained in the related Prospectus; will each, if
rated at the time of issuance in one of the two
highest rating categories by a nationally recognized
statistical rating organization, be when issued a
"mortgage related security" as such term is defined in
Section 3(a)(41) of the Exchange Act, and will each on
-4-
<PAGE>
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
-5-
<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 shall take place on
the terms set forth herein 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
-6-
<PAGE>
of the related Series for sale to the public as set forth in the
related Prospectus.
5. Agreements. The Company agrees with the
Underwriter that:
(a) The Company will cause the Prospectus as
supplemented by a Prospectus Supplement relating to the
Offered Certificates to be filed pursuant to Rule 424 under
the Act and will promptly advise the Underwriter when such
Prospectus as so supplemented has been so filed, and prior
to the termination of the Certificate Offering to which
such Prospectus relates also will promptly advise the
Underwriter (i) when any amendment to the related
Registration Statement specifically relating to such
Offered Certificates shall have become effective or any
further supplement to such Prospectus has been filed, (ii)
of any request by the Commission for any amendment of such
Registration Statement or Prospectus or for any additional
information, (iii) of the issuance by the Commission of any
stop order suspending the effectiveness of such
Registration Statement or the institution or threatening of
any proceeding for that purpose and (iv) of the receipt by
the Company of any written notification with respect to the
suspension of the qualification of such Offered
Certificates for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose. The
Company will not file any amendment of the related
Registration Statement or supplement to the related
Prospectus (other than any amendment or supplement
specifically relating to one or more Series of pass-through
certificates other than the Series that includes the
related Offered Certificates) unless the Company has
furnished the Underwriter with a copy for its review prior
to filing. The Company will use its best efforts to prevent
the issuance of any such stop order and, if issued, to
obtain as soon as possible the withdrawal thereof.
(b) The Company will cause any Computational
Materials and any Structural Term Sheets (each as defined
in Section 8 below) with respect to the Offered
Certificates of
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<PAGE>
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 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
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<PAGE>
required to be filed pursuant to the Kidder Letters or the
PSA Letter (each as defined in Section 8 below), or which
contain erroneous information or contain any untrue
statement of a material fact or, when read in conjunction
with the Prospectus and Prospectus Supplement, omit to
state a material fact required to be stated therein or
necessary to make the statements therein not misleading; it
being understood, however, that the Company shall have no
obligation to review or pass upon the accuracy or adequacy
of, or to correct, any Computational Materials, Structural
Term Sheets or Collateral Term Sheets provided by the
Underwriter to the Company pursuant to Section 8 or Section
9 hereof.
(c) If, at any time when a prospectus relating to
the Offered Certificates of a Series is required to be
delivered under the Act, any event occurs as a result of
which the related Prospectus as then amended or
supplemented would include any untrue statement of a
material fact or omit to state any material fact necessary
to make the statements therein in light of the
circumstances under which they were made not misleading, or
if it shall be necessary at any time to amend or supplement
the related Prospectus to comply with the Act or the rules
thereunder, the Company promptly will prepare and file with
the Commission, subject to paragraph (a) of this Section 5,
an amendment or supplement which will correct such
statement or omission or an amendment which will effect
such compliance; provided, however, that the Company will
not be required to file any such amendment or supplement
with respect to any Computational Materials, Structural
Term Sheets or Collateral Term Sheets incorporated by
reference in the Prospectus other than any amendments or
supplements of such Computational Materials or Structural
Term Sheets that are furnished to the Company by the
Underwriter pursuant to Section 8(d) 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.
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<PAGE>
(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
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<PAGE>
related Terms Agreement, the related Pooling and Servicing
Agreement and the Offered Certificates, and (b) the cost of
delivering the related Offered Certificates to the office
of the Underwriter, insured to the satisfaction of the
Underwriter (it being understood that, except as provided
in this paragraph (g) 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 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:
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<PAGE>
(i) this Agreement and the related
Terms Agreement have been duly executed and delivered
by the Company under the law of the State of New York;
(ii) the related Pooling and Servicing
Agreement has been duly executed and delivered by the
Company under the law of the State of New York and is
a legal, valid and binding agreement of the Company
enforceable against the Company in accordance with its
terms;
(iii) the Offered Certificates, when duly
executed and countersigned by the Trustee in
accordance with the related Pooling and Servicing
Agreement, will be validly issued and outstanding and
entitled to the benefits of such Pooling and Servicing
Agreement;
(iv) the related Pooling and Servicing
Agreement is not required to be qualified under the
Trust Indenture Act of 1939, as amended, and the trust
created thereunder is not required to be registered
under the Investment Company Act of 1940, as amended;
(v) such counsel confirms that (based
solely upon telephonic confirmation from a
representative of the Commission) the related
Registration Statement is effective under the Act and,
to the best of such counsel's knowledge, no stop order
with respect thereto has been issued, and no
proceeding for that purpose has been instituted or
threatened, by the Commission; such Registration
Statement (except the financial statements and
schedules and other financial and statistical data
included therein and the documents incorporated by
reference therein, as to which such counsel need
express no view), at the time it became effective and
the related Prospectus (except the financial
statements and schedules and the other financial and
statistical data included therein, the documents
incorporated by reference therein and the information
included in the second sentence of the antepenultimate
paragraph, the first sentence of the
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<PAGE>
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 statistical data included therein,
the documents incorporated by reference therein and
the information included in the second sentence of the
antepenultimate paragraph, the first sentence of the
penultimate paragraph, and the last paragraph of the
cover page of such Prospectus Supplement and in the
second and fourth sentences of the first paragraph
under the heading "Plan of Distribution" therein, as
to which such counsel need express no view), as of the
date of the Prospectus Supplement or at the related
Closing Date, contained or contains an untrue
statement of a material fact or omitted or omits to
state a material fact necessary in order to make the
statements therein, in the light of the circumstances
under which they were made, not misleading;
(vi) the statements set forth under the
heading "Description of the Certificates" in the
related Prospectus, insofar as such statements purport
to summarize certain provisions of the related Pooling
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<PAGE>
and Servicing Agreement and the related Offered
Certificates, provide a fair summary of such
provisions;
(vii) the statements set forth in the
related Prospectus under the headings "Certain Legal
Aspects of the Mortgage Loans and Contracts -- The
Mortgage Loans", "Certain Federal Income Tax
Consequences" (insofar as they relate specifically to
the purchase, ownership and disposition of the related
Offered Certificates) and "ERISA Considerations"
(insofar as they relate specifically to the purchase,
ownership and disposition of such Offered
Certificates), to the extent that they constitute
matters of law or legal conclusions, provide a fair
summary of such law or conclusions;
(viii) assuming compliance with all
provisions of the related Pooling and Servicing
Agreement, for federal income tax purposes, (A) if any
election is made to treat the assets of the Trust Fund
as a REMIC: the related Trust Fund (and any specified
subgrouping therein) will qualify as a REMIC pursuant
to Section 860D of the Internal Revenue Code of 1986,
as amended (the "Code"), each Class of Certificates of
the related Series, other than the related Residual
Class or Classes, will constitute a class of "regular
interests" in the related REMIC within the meaning of
the Code, and each Class of such Certificates
specified in the related Prospectus as a Class of
Residual Certificates will constitute the "residual
interest" in the related REMIC within the meaning of
the Code; (B) if no such REMIC election is made: the
Trust Fund will be treated as a "grantor trust"; and
(ix) assuming that some or all of the
Offered Certificates of the related Series shall be
rated at the time of issuance in one of the two
highest rating categories by a nationally recognized
statistical rating organization, each Offered
Certificate so rated will be at the time of issuance,
a
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<PAGE>
"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
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<PAGE>
Prospectus and to enter into and perform its
obligations under this Agreement, the related Terms
Agreement, the related Pooling and Servicing Agreement
and the Certificates of the related Series;
(ii) The Company has full power and
authority to sell and service the related Mortgage
Loans as contemplated herein and in the related
Pooling and Servicing Agreement;
(iii) No consent, approval, authorization
or order of any court or governmental agency or body
is required for the consummation by the Company of the
transactions contemplated herein or in the related
Pooling and Servicing Agreement, except such as may be
required under the blue sky laws of any jurisdiction
and such other approvals as have been obtained;
(iv) Neither the issuance of the
Certificates of the related Series nor delivery of the
related Offered Certificates, nor the consummation of
any other of the transactions contemplated in this
Agreement, the related Terms Agreement or the related
Pooling and Servicing Agreement, nor the fulfillment
of the terms of the related Certificates, the related
Pooling and Servicing Agreement, this Agreement or the
related Terms Agreement will conflict with or violate
any term or provision of the articles of incorporation
or by-laws of the Company or any statute, order or
regulation applicable to the Company of any court,
regulatory body, administrative agency or governmental
body having jurisdiction over the Company and will not
conflict with, result in a breach or violation or the
acceleration of or constitute a default under the
terms of any indenture or other agreement or
instrument known to such counsel to which the Company
is a party or by which it is bound; and
(v) There are no actions, proceedings
or investigations pending or, to the best knowledge of
such counsel, threatened before any court, admini-
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<PAGE>
strative agency or other tribunal (i) asserting the
invalidity of this Agreement, the related Terms
Agreement, the related Pooling and Servicing Agreement
or the related Certificates, (ii) seeking to prevent
the issuance of the Certificates of the related Series
or the consummation by the Company of any of the
transactions contemplated by this Agreement, such
Terms Agreement or such Pooling and Servicing
Agreement, or (iii) which might materially and
adversely affect the performance by the Company of its
obligations under, or the validity or enforceability
of, this Agreement, such Terms Agreement, such Pooling
and Servicing Agreement or the related Certificates.
In rendering her opinion such counsel may rely as to
matters of fact, to the extent deemed proper and as stated
therein, on certificates of responsible officers of the
Company or public officials. In addition, such opinion may
be qualified as an opinion only on the laws of the State of
New Jersey.
(d) The Underwriter shall have received from
Brown & Wood, counsel for the Underwriter, such opinion or
opinions, dated the related Closing Date, with respect to
the issuance and sale of the Certificates of the related
Series, the related Registration Statement, the related
Prospectus and such other related matters as the
Underwriter may reasonably require, and the Company shall
have furnished to such counsel such documents as the
Underwriter may reasonably request for the purpose of
enabling them to pass upon such matters.
(e) The Company shall have furnished to the
Underwriter a certificate of the Company, signed by the
President or any Vice President and the Senior Vice
President-Finance or the principal financial or accounting
officer of the Company, dated the related Closing Date, to
the effect that the signers of such certificate have
carefully examined the related Registration Statement
(excluding any Current Reports and any other documents
incorporated by reference therein), the related Prospectus,
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<PAGE>
the Detailed Description referred to in such Prospectus
(excluding any related Current Report), this Agreement and
the related Terms Agreement and that:
(i) the representations and warranties of
the Company in this Agreement are true and correct in
all material respects on and as of the related Closing
Date with the same effect as if made on such Closing
Date, and the Company has complied with all the
agreements and satisfied all the conditions on its
part to be performed or satisfied at or prior to such
Closing Date;
(ii) no stop order suspending the
effectiveness of such Registration Statement has been
issued and no proceedings for that purpose have been
instituted or, to their knowledge, threatened; and
(iii) nothing has come to their attention
that would lead them to believe that such Registration
Statement (excluding any Current Report) contains any
untrue statement of a material fact or omits to state
any material fact required to be stated therein or
necessary to make the statements therein not
misleading, that the related Prospectus (excluding any
related Current Report) contains any untrue statement
of a material fact or omits to state a material fact
required to be stated therein or necessary to make the
statements therein, in the light of the circumstances
under which they were made, not misleading, or that
the Detailed Description referred to in such
Prospectus includes any untrue statement of a material
fact or omits to state any information which the
Prospectus states will be included in such Detailed
Description.
(f) Peabody & Arnold, counsel for the Trustee,
shall have furnished to the Underwriter an opinion, dated
the related Closing Date, to the effect that:
(i) the Trustee has been duly
incorporated and is validly existing as a corporation
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<PAGE>
in good standing under the laws of the Commonwealth of
Massachusetts with corporate power to own its
properties and conduct its business as presently
conducted by it, to conduct business as a trustee and
to enter into and perform its obligations under the
related Pooling and Servicing Agreement;
(ii) the related Pooling and Servicing
Agreement has been duly authorized, executed and
delivered by the Trustee and constitutes the legal,
valid and binding agreement of the Trustee enforceable
against the Trustee in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization or other similar laws
affecting the enforcement of creditors' rights
generally and to judicial discretion, and general
principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at
law);
(iii) the Trustee has duly accepted its
appointment as trustee under the related Pooling and
Servicing Agreement;
(iv) no consent, approval, authorization
or order of any Massachusetts or federal court or
government agency or body is required on the part of
the Trustee for the consummation of the transactions
contemplated in the related Pooling and Servicing
Agreement, except such as may be required under any
federal or state securities law; and
(v) the performance on the part of the
Trustee of any of the transactions contemplated in the
related Pooling and Servicing Agreement does not
conflict with or result in a breach or violation of
any term or provision of, or constitute a default
under, the Articles of Organization, as amended, or
By-Laws of the Trustee, or any Massachusetts or
federal statute or regulation applicable to the
Trustee, or to such counsel's knowledge, any indenture
or other agreement or instrument to which the Trustee
is a party or by
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<PAGE>
which it is bound, or, to such counsel's knowledge,
any order of any state or federal court, regulatory
body, administrative agency or governmental body
having jurisdiction over the Trustee.
In addition, such counsel shall furnish to the Underwriter
such opinions as to the treatment of the Trust Fund for
purposes of Massachusetts tax law as are reasonably
satisfactory to the Underwriter.
(g) KPMG Peat Marwick shall have furnished to the
Underwriter a letter, dated as of the date of the related
Terms Agreement, in form and substance satisfactory to the
Underwriter, stating in effect that they have performed
certain specified procedures as a result of which they have
determined that such information as the Underwriter may
reasonably request of an accounting, financial or
statistical nature (which is limited to accounting,
financial or statistical information derived from the
general accounting records of the Company) set forth in the
related Prospectus Supplement under the caption
"Delinquency and Foreclosure Experience of the Company"
agrees with the accounting records of the Company,
excluding any questions of legal interpretation.
(h) KPMG Peat Marwick shall have furnished to the
Underwriter a letter, dated as of the related Closing Date,
in form and substance satisfactory to the Underwriter,
stating in effect that they have performed certain
specified procedures as a result of which they have
determined that such information as the Underwriter may
reasonably request of an accounting, financial or
statistical nature (which is limited to accounting,
financial or statistical information derived from the
general accounting records of the Company and which is
obtained from an analysis of a sample of the Mortgage Loans
included in the related pool) set forth in the related
Prospectus Supplement under the caption "Description of the
Mortgage Pool and the Mortgaged Properties" or "Description
of the Mortgage Pools and the Mortgaged Properties", as the
case may be, and in the Detailed Description relating to
such Prospectus Supplement
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<PAGE>
is mutually consistent and agrees with the accounting
records of the Company and, where applicable, the related
Mortgage Loan files of the Company, excluding any questions
of legal interpretation. In addition, if applicable, such
accountants shall have furnished to the Underwriter a
letter, dated as of the related Closing Date, which shall
include a statement or statements to the effect that based
upon the assumptions and methodology agreed to by the
Company (and which is consistent with the manner in which
any final PAC Balances, TAC Balances, Scheduled Balances,
Maximum and Minimum Scheduled Balances or any other
scheduled balances are to be calculated as set forth in the
related Prospectus), all of which shall be described by
reference in such letter, such accountants shall have
verified the mathematical accuracy of any final PAC
Balances Table, TAC Balances Table, Scheduled Balances
Table, Maximum or Minimum Scheduled Balances Table or other
scheduled balances table attached as an exhibit to the
related Pooling and Servicing Agreement.
(i) KPMG Peat Marwick shall have furnished to the
Underwriter and the Company a letter or letters, dated as
of the date of the related Terms Agreement, in form and
substance satisfactory to the Underwriter and the Company,
including, without limitation, statements, if applicable,
to the effect that:
(i) based upon the assumptions and
methodology set forth in the related Prospectus, all
of which shall be described by reference in such
letter, they recomputed the percentages of initial
principal balance outstanding as of each of the
Distribution Dates (as defined in such Prospectus)
indicated and the weighted average lives of each Class
of Offered Certificates at each of the indicated
percentages of the applicable Prepayment Assumption,
and they compared the recomputed percentages and
weighted average lives to the corresponding
percentages and weighted average lives set forth in
the related tables and found them to be in agreement;
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<PAGE>
(ii) based upon the assumptions and
methodology set forth in such Prospectus, all of
which shall be described by reference in such letter,
they have verified the mathematical accuracy of any
Scheduled Final Distribution Dates for the Offered
Certificates, PAC Balances, TAC Balances, Scheduled
Balances, Maximum and Minimum Scheduled Balances or
any other scheduled balances set forth in such
Prospectus for each indicated Distribution Date, and
have verified the mathematical accuracy of any initial
Effective Ranges of any PAC Certificates, Scheduled
Certificates or other scheduled Certificates set forth
in such Prospectus; and
(iii) based upon the assumptions and
methodology set forth in such Prospectus, all of which
shall be described by reference in such letter, they
have verified the mathematical accuracy of the pre-tax
yields to maturity and, if applicable, aggregate cash
flows of any Class of Certificates for which such
pre-tax yields and, if applicable, aggregate cash
flows are set forth in such Prospectus at the
indicated percentages of the Prepayment Assumption
and, if applicable, at the indicated values of COFI,
LIBOR or any other index, as applicable.
(j) The Offered Certificates of the related
Series shall have received the ratings specified in the
related Terms Agreement (the "Required Ratings").
(k) Prior to the related Closing Date, the
Company shall have furnished to the Underwriter such
further information, certificates and documents as the
Underwriter may reasonably request.
(l) If any Certificates of the related Series are
to be sold to any other underwriter and/or offered in
reliance upon an exemption from the registration
requirements of the Act, the sale at or prior to the
related Closing Date of such Certificates to the purchaser
thereof shall have occurred.
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<PAGE>
(m) Subsequent to the date of the related Terms
Agreement, there shall not have been any change, or any
development involving a prospective change, in or affecting
the business or properties of the Company which the
Underwriter concludes in its judgment, after consultation
with the Company, materially impairs the investment quality
of the Offered Certificates of the related Series so as to
make it impractical or inadvisable to proceed with the
public offering or the delivery of such Offered
Certificates as contemplated by the related Prospectus.
If any of the conditions specified in this Section 6
shall not have been fulfilled in all material respects with
respect to the particular Offered Certificates of a Series when
and as provided in this Agreement and the related Terms
Agreement, or if any of the opinions and certificates mentioned
above or elsewhere in this Agreement and the related Terms
Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Underwriter and its
counsel, this Agreement (with respect to the related Offered
Certificates) and the related Terms Agreement and all obligations
of the Underwriter hereunder (with respect to the related Offered
Certificates) and thereunder may be canceled at, or at any time
prior to, the related Closing Date by the Underwriter. Notice of
such cancellation shall be given to the Company in writing, or by
telephone or telegraph confirmed in writing.
7. Indemnification and Contribution. (a) The Company
agrees to indemnify and hold harmless the Underwriter and each
person who controls the Underwriter within the meaning of the Act
or the Exchange Act against any and all losses, claims, damages
or liabilities, joint or several, to which they or any of them
may become subject under the Act, the Exchange Act, or other
Federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement relating to the
Offered Certificates of the applicable Series as it became
effective or in any amendment or supplement thereof, or in such
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<PAGE>
Registration Statement or the related Prospectus, or in any
amendment thereof, or in the Detailed Description referred to in
such Prospectus or arise out of or are based upon the omission or
alleged omission (in the case of any Computational Materials and
ABS Term Sheets in respect of which the Company agrees to
indemnify the Underwriter, as set forth below, when such are read
in conjunction with the related Prospectus and Prospectus
Supplement) to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, and agrees to reimburse each such indemnified party
for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that (i) the
Company will not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is
based upon any such untrue statement or alleged untrue statement
or omission or alleged omission made therein (A) in reliance upon
and in conformity with written information furnished to the
Company as herein stated by or on behalf of the Underwriter
specifically for use in connection with the preparation thereof
or (B) in any Current Report or any amendment or supplement
thereof, except to the extent that any untrue statement or
alleged untrue statement therein or omission therefrom results
(or is alleged to have resulted) directly from an error (a
"Mortgage Pool Error") in the information concerning the
characteristics of the Mortgage Loans furnished by the Company to
the Underwriter in writing or by electronic transmission that was
used in the preparation of either (x) any Computational Materials
or ABS Term Sheets (as defined in Section 9 below) (or amendments
or supplements thereof) included in such Current Report (or
amendment or supplement thereof) or (y) any written or electronic
materials furnished to prospective investors on which the
Computational Materials (or amendments or supplements) were
based, (ii) such indemnity with respect to any Corrected
Statement (as defined below) in such Prospectus (or supplement
thereto) shall not inure to the benefit of the Underwriter (or
any person controlling the Underwriter) from whom the person
asserting any loss, claim, damage or liability purchased the
Certificates of the related Series that are the subject thereof
if such person did not receive a copy of a supplement to such
Prospectus at or prior to the confirmation of the sale of such
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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 ABS
Term Sheets (or any written or electronic materials on which the
Computational Materials are based) that were prepared on the
basis of such Mortgage Pool Error, if, prior to the time of
confirmation of the sale of the applicable Certificates to such
person, the Company notified the Underwriter in writing of the
Mortgage Pool Error or provided in written or electronic form
information superseding or correcting such Mortgage Pool Error
(in any such case, a "Corrected Mortgage Pool Error"), and the
Underwriter failed to notify such person thereof or to deliver to
such person corrected Computational Materials (or underlying
written or electronic materials) or ABS Term Sheets. This
indemnity agreement will be in addition to any liability which
the Company may otherwise have.
(b) The Underwriter agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers
who signs the Registration Statement relating to the Offered
Certificates of the applicable Series, and each person who
controls the Company within the meaning of the Act or the
Exchange Act to the same extent as the foregoing indemnities from
the Company to the Underwriter, but only with reference to (A)
written information furnished to the Company by or on behalf of
the Underwriter specifically for use in the preparation of the
documents referred to in the foregoing indemnity with respect to
the related Series, or (B) any Computational Materials or ABS
Term Sheets (or amendments or supplements thereof) furnished to
the Company by the Underwriter pursuant to Section 8 and
incorporated by reference in such Registration Statement or the
related Prospectus or any amendment or supplement thereof (except
that no such indemnity shall be available for any losses, claims,
damages or liabilities, or actions in respect thereof, resulting
from any Mortgage Pool Error, other than a Corrected Mortgage
-25-
<PAGE>
Pool Error). This indemnity agreement will be in addition to any
liability which the Underwriter may otherwise have. The Company
acknowledges that the statements set forth in the second sentence
of the ante-penultimate paragraph, the first sentence of the
penultimate paragraph, and in the last paragraph appearing on the
cover page of the related Prospectus Supplement as such
statements relate to such Offered Certificates and the second
sentence of the first paragraph under the heading "Plan of
Distribution" in such Prospectus Supplement as such statements
relate to such Offered Certificates constitute the only
information furnished in writing by or on behalf of the
Underwriter for inclusion in the related Prospectus (other than
any Computational Materials or ABS Term Sheets (or amendments or
supplements thereof) furnished to the Company by the
Underwriter), and the Underwriter confirms that such statements
are correct.
(c) Promptly after receipt by an indemnified party
under Section 7 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section 7, notify
the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not
relieve it from any liability which it may have to any
indemnified party otherwise than under this Section 7. In case
any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and
to the extent that it may elect by written notice delivered to
the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense
thereof, with counsel satisfactory to such indemnified party;
provided, however, that if the defendants in any such action
include both the indemnified party and the indemnifying party and
the indemnified party shall have reasonably concluded that there
may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available
to the indemnifying party, the indemnified party or parties shall
have the right to select separate counsel to assert such legal
defenses and to otherwise participate in the defense of such
action on behalf of such indemnified party or parties. Upon
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receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and
approval by the indemnified party of counsel, the indemnifying
party will not be liable to such indemnified party under this
Section 7 for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof
unless (i) the indemnified party shall have employed separate
counsel in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence (it
being understood, however, that the indemnifying party shall not
be liable for the expenses of more than one separate counsel
approved by the indemnified party in the case of subparagraph (a)
or (b), representing the indemnified parties under subparagraph
(a) or (b), who are parties to such action), (ii) the
indemnifying party shall not have employed counsel satisfactory
to the indemnified party to represent the indemnified party
within a reasonable time after notice of commencement of the
action or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of
the indemnifying party; and except that, if clause (i) or (iii)
is applicable, such liability shall be only in respect of the
counsel referred to in such clause (i) or (iii).
(d) If the indemnification provided for in paragraph
(a) or (b) of this Section 7 is due in accordance with its terms
but is for any reason held by a court to be unavailable from the
Company or the Underwriter, on grounds of policy or otherwise, or
if the indemnified party failed to give notice under paragraph
(c) of this Section 7 in respect of a claim otherwise subject to
indemnification in accordance with paragraph (a) or (b) of this
Section 7, the Company and the Underwriter shall contribute to
the aggregate losses, claims, damages and liabilities (including
legal and other expenses reasonably incurred in connection with
investigating or defending same) to which the Company and the
Underwriter may be subject, as follows:
(i) in the case of any losses, claims, damages and
liabilities (or actions in respect thereof) which do not
arise out of or are not based upon any untrue statement or
omission of a material fact in any Computational Materials
or ABS Term Sheets (or any amendments or supplements
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thereof), in such proportion so that the Underwriter is
responsible for that portion represented by the difference
between the proceeds to the Company in respect of the
Offered Certificates appearing on the cover page of the
Prospectus Supplement for the related Series and the total
proceeds received by the Underwriter from the sale of such
Offered Certificates (the "Underwriting Discount"), and the
Company is responsible for the balance; provided, however,
that in no case shall the Underwriter be responsible under
this subparagraph (i) for any amount in excess of such
Underwriting Discount applicable to the Offered
Certificates purchased by the Underwriter pursuant to this
Agreement and the related Terms Agreement; and
(ii) in the case of any losses, claims, damages and
liabilities (or actions in respect thereof) which arise out
of or are based upon any untrue statement or omission of a
material fact in any Computational Materials or ABS Term
Sheets (or any amendments or supplements thereof) or in any
written or electronic materials on which the Computational
Materials are based, in such proportion as is appropriate
to reflect the relative fault of the Company on the one
hand and the Underwriter on the other in connection with
the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect
thereof) as well as any other relevant equitable
considerations. The relative fault shall be determined by
reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission
or alleged omission to state a material fact in such
Computational Materials or ABS Term Sheets (or any
amendments or supplements thereof or such written or
electronic materials) results from information prepared by
the Company on the one hand or the Underwriter on the other
and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such
statement or omission.
Notwithstanding anything to the contrary in this Section 7(d), no
person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution
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from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 7, each person
who controls the Underwriter within the meaning of either the Act
or the Exchange Act shall have the same rights to contribution as
the Underwriter, and each person who controls the Company within
the meaning of either the Act or the Exchange Act, each officer
of the Company who shall have signed the Registration Statement
and each director of the Company shall have the same rights to
contribution as the Company, subject in each case to the
immediately preceding sentence of this paragraph (d).
8. Computational Materials and Structural Term Sheets.
(a) Not later than 10:30 a.m., New York time, on the business day
before the date on which the Current Report relating to the
Offered Certificates of a Series is required to be filed by the
Company with the Commission pursuant to Section 5(b) hereof, the
Underwriter shall deliver to the Company five complete copies of
all materials provided by the Underwriter to prospective
investors in such Offered Certificates which constitute (i)
"Computational Materials" within the meaning of the no-action
letter dated May 20, 1994 issued by the Division of Corporation
Finance of the Commission to Kidder, Peabody Acceptance
Corporation I, Kidder, Peabody & Co. Incorporated, and Kidder
Structured Asset Corporation and the no-action letter dated May
27, 1994 issued by the Division of Corporation Finance of the
Commission to the Public Securities Association (together, the
"Kidder Letters"), the filing of which material is a condition of
the relief granted in such letter (such materials being the
"Computational Materials") and (ii) "Structural Term Sheets"
within the meaning of the no-action letter dated February 17,
1995 issued by the Division of Corporation Finance of the
Commission to the Public Securities Association (the "PSA
Letter"), the filing of which material is a condition of the
relief granted in such letter (such materials being the
"Structural Term Sheets"). Each delivery of Computational
Materials and Structural Term Sheets to the Company pursuant to
this paragraph (a) shall be effected by delivering four copies of
such materials to counsel for the Company on behalf of the
Company at the address specified in Section 3 hereof and one copy
of such materials to the Company.
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(b) The Underwriter represents and warrants to and
agrees with the Company, as of the date of the related Terms
Agreement and as of the Closing Date, that:
(i) the Computational Materials furnished to the
Company pursuant to Section 8(a) constitute (either in
original, aggregated or consolidated form) all of the
materials furnished to prospective investors by the
Underwriter prior to the time of delivery thereof to
the Company that are required to be filed with the
Commission with respect to the related Offered
Certificates in accordance with the Kidder Letters,
and such Computational Materials comply with the
requirements of the Kidder Letters;
(ii) the Structural Term Sheets furnished to the
Company pursuant to Section 8(a) constitute all of the
materials furnished to prospective investors by the
Underwriter prior to the time of delivery thereof to
the Company that are required to be filed with the
Commission as "Structural Term Sheets" with respect to
the related Offered Certificates in accordance with
the PSA Letter, and such Structural Term Sheets comply
with the requirements of the PSA Letter;
(iii) on the date any such Computational Materials
or Structural Term Sheets with respect to such Offered
Certificates (or any written or electronic materials
furnished to prospective investors on which the
Computational Materials are based) were last furnished
to each prospective investor and on the date of
delivery thereof to the Company pursuant to Section
8(a) and on the related Closing Date, such
Computational Materials (or such other materials) or
Structural Term Sheets did not and will not include
any untrue statement of a material fact or, when read
in conjunction with the related Prospectus and
Prospectus Supplement, omit to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading;
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<PAGE>
(iv) at the time any Computational
Materials or Structural Term Sheets (or any written or
electronic materials furnished to prospective
investors on which the Computational Materials or
Structural Term Sheets are based) with respect to such
Offered Certificates were furnished to a prospective
investor and on the date of the related Terms
Agreement, the Underwriter possessed, and on the date
of delivery of such materials to the Company pursuant
to this Section 8 and on the related Closing Date, the
Underwriter will possess, the capability, knowledge,
expertise, resources and systems of internal control
necessary to ensure that such Computational Materials
or Structural Term Sheets conform to the
representations and warranties of the Underwriter
contained in subparagraphs (i), (ii) and (iii) above
of this paragraph (b); and
(v) all Computational Materials or Structural
Term Sheets (or underlying materials distributed to
prospective investors on which the Computational
Materials or Structural Term Sheets were based)
contained and will contain a legend, prominently
displayed on the first page thereof, to the effect
that the Company has not prepared, reviewed or
participated in the preparation of such Computational
Materials or Structural Term Sheets, is not
responsible for the accuracy thereof and has not
authorized the dissemination thereof.
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).
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<PAGE>
(c) The Underwriter acknowledges and agrees that the
Company has not authorized and will not authorize the
distribution of any Computational Materials (or any written or
electronic materials on which the Computational Materials are
based) or Structural Term Sheets to any prospective investor, and
agrees that any Computational Materials or Structural Term Sheets
with respect to any Series of Certificates furnished to
prospective investors from and after the date hereof shall
include a disclaimer in the form set forth in paragraph (b)(v)
above. The Underwriter agrees that it will not represent to
prospective investors that any Computational Materials or
Structural Term Sheets were prepared or disseminated on behalf of
the Company.
(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 Computational Materials or
Structural Term Sheets provided by the Underwriter pursuant to
this Section 8 or the omission to state therein a material fact
required, when considered in conjunction with the related
Prospectus and Prospectus Supplement, to be stated therein or
necessary to make the statements therein, when read in
conjunction with the related Prospectus and Prospectus
Supplement, not misleading, or if it shall be necessary to amend
or supplement any Current Report relating to any Computational
Materials or Structural Term Sheets to comply with the Act or the
rules thereunder, the Underwriter promptly will prepare and
furnish to the Company for filing with the Commission an
amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance. The
Underwriter represents and warrants to the Company, as of the
date of delivery of such amendment or supplement to the Company,
that such amendment or supplement will not include any untrue
statement of a material fact or, when read in conjunction with
the related Prospectus and Prospectus Supplement, omit to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading. The Company shall have no
obligation to file such amendment or supplement if the Company
determines that (i) such amendment or supplement contains any
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<PAGE>
untrue statement of a material fact or, when read in conjunction
with the related Prospectus and Prospectus Supplement, omits to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading; it being
understood, however, that the Company shall have no obligation to
review or pass upon the accuracy or adequacy of, or to correct,
any such amendment or supplement provided by the Underwriter to
the Company pursuant to this paragraph (e) or (ii) such filing is
not required under the Act.
9. Collateral Term Sheets. (a) Prior to the delivery
of any "Collateral Term Sheet" within the meaning of the PSA
Letter, the filing of which material is a condition of the relief
granted in such letter (such material being the "Collateral Term
Sheets"), to a prospective investor in any Offered Certificates,
the Underwriter shall, in order to facilitate the timely filing
of such material with the Commission, notify the Company and its
counsel by telephone of its intention to deliver such materials
and the approximate date on which the first such delivery of such
materials is expected to occur. Not later than 10:30 a.m., New
York time, on the business day immediately following the date on
which any Collateral Term Sheet was first delivered to a
prospective investor in such Offered Certificates, the
Underwriter shall deliver to the Company five complete copies of
all materials provided by the Underwriter to prospective
investors in such Offered Certificates which constitute
"Collateral Term Sheets." Each delivery of a Collateral Term
Sheet to the Company pursuant to this paragraph (a) shall be
effected by delivering four copies of such materials to counsel
for the Company on behalf of the Company at the address specified
in Section 3 hereof and one copy of such materials to the
Company. (Collateral Term Sheets and Structural Term Sheets are,
together, referred to herein as "ABS Term Sheets.") At the time
of each such delivery, the Underwriter shall indicate in writing
that the materials being delivered constitute Collateral Term
Sheets, and, if there has been any prior such delivery with
respect to the related Series, shall indicate whether such
materials differ in any material respect from any Collateral Term
Sheets previously delivered to the Company with respect to such
Series pursuant to this Section 9(a)
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<PAGE>
as a result of the occurrence of a material change in the
characteristics of the related Mortgage Loans.
(b) The Underwriter represents and warrants to and
agrees with the Company as of the date of the related Terms
Agreement and as of the Closing Date, that:
(i) The Collateral Term Sheets furnished to
the Company pursuant to Section 9(a) constitute all of the
materials furnished to prospective investors by the
Underwriter prior to time of delivery thereof to the
Company that are required to be filed with the Commission
as "Collateral Term Sheets" with respect to the related
Offered Certificates in accordance with the PSA Letter, and
such Collateral Term Sheets comply with the requirements of
the PSA Letter;
(ii) On the date any such Collateral Term
Sheets with respect to such Offered Certificates were last
furnished to each prospective investor and on the date of
delivery thereof to the Company pursuant to Section 9(a)
and on the related Closing Date, such Collateral Term
Sheets did not and will not include any untrue statement of
a material fact or, when read in conjunction with the
Prospectus and Prospectus Supplement, omit to state a
material fact required to be stated therein or necessary to
make the statements therein not misleading; and
(iii) the Underwriter has not represented to
any prospective investor that any Collateral Term Sheets
with respect to any Series were prepared or disseminated on
behalf of the Company, and, except as otherwise disclosed
by the Underwriter to the Company in writing prior to the
date hereof, all Collateral Term Sheets previously
furnished to prospective investors included a disclaimer to
the effect set forth in Section 8(c).
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
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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(c) hereof, and to the effect
that the information contained in such materials supersedes the
information contained in any prior Collateral Term Sheet with
respect to such Series of Offered Certificates and will be
superseded by the description of the related Mortgage Loans in
the related Prospectus Supplement and in the Detailed Description
relating to such Prospectus Supplement to be filed under cover of
Form 8-K. The Underwriter agrees that it will not represent to
prospective investors that any Collateral Term Sheets were
prepared or disseminated on behalf of the Company.
(d) If, at any time when a prospectus relating to the
Offered Certificates of a Series is required to be delivered
under the Act, it shall be necessary to amend or supplement the
related Prospectus as a result of an untrue statement of a
material fact contained in any Collateral Term Sheets provided by
the Underwriter pursuant to this Section 9 or the omission to
state therein a material fact required, when considered in
conjunction with the related Prospectus and Prospectus
Supplement, to be stated therein or necessary to make the
statements therein, when read in conjunction with the related
Prospectus and Prospectus Supplement, not misleading, or if it
shall be necessary to amend or supplement any Current Report
relating to any Collateral Term Sheets to comply with the Act or
the rules thereunder, the Underwriter promptly will prepare and
furnish to the Company for filing with the Commission an
amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance. The
Underwriter represents and warrants to the Company, as of the
date of delivery of such amendment or supplement to the Company,
that such amendment or supplement will not include any untrue
statement of a material fact or, when read in conjunction with
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the related Prospectus and Prospectus Supplement, omit to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading. The Company shall have no
obligation to file such amendment or supplement if the Company
determines that (i) such amendment or supplement contains any
untrue statement of a material fact or, when read in conjunction
with the related Prospectus and Prospectus Supplement, omits to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading; it being
understood, however, that the Company shall have no obligation to
review or pass upon the accuracy or adequacy of, or to correct,
any such amendment or supplement provided by the Underwriter to
the Company pursuant to this paragraph (d) or (ii) such filing is
not required under the Act.
10. Termination. This Agreement (with respect to a
particular Certificate Offering) and the related Terms Agreement
shall be subject to termination in the absolute discretion of the
Underwriter, by notice given to the Company prior to delivery of
and payment for the related Offered Certificates, if prior to the
related Closing Date (i) trading in securities generally on the
New York Stock Exchange shall have been suspended or materially
limited, (ii) a general moratorium on commercial banking
activities in New York shall have been declared by either federal
or New York State authorities, or (iii) there shall have occurred
any outbreak or material escalation of hostilities or other
calamity or crisis the effect of which on the financial markets
of the United States is such as to make it, in the reasonable
judgment of the Underwriter, impracticable to market such Offered
Certificates.
11. Representations and Indemnities to Survive
Delivery. The agreements, representations, warranties,
indemnities and other statements of the Company or its officers
and of the Underwriter set forth in or made pursuant to this
Agreement and the related Terms Agreement will remain in full
force and effect, regardless of any investigation made by or on
behalf of the Underwriter or the Company or any of the officers,
directors or controlling persons referred to in Section 7 hereof,
and will survive delivery of and payment for the related Offered
Certificates. The provisions of Section 7 hereof shall survive
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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.
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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.
CS FIRST BOSTON CORPORATION
By:________________________________
Name:
Title:
<PAGE>
EXHIBIT A
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES ____-__
TERMS AGREEMENT
(to Underwriting Agreement,
dated June 22, 1995
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus [Date]
Cherry Hill, NJ 08034
CS First Boston Corporation (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-1
<PAGE>
(a) Aggregate Principal Amount of the Mortgage Pool:
$[ ] aggregate principal balance as of the Cut-off Date,
subject to [an upward or downward variance of up to [ ]%,
the precise aggregate principal balance to be determined by
the Company][a permitted variance such that the aggregate
Scheduled Principal Balance thereof will be not less than
$[ ] or greater than $[ ]].
(b) Original Terms to Maturity: The original term to
maturity of each Mortgage Loan included in the Mortgage Pool
shall be between ___ and ___ years.
Section 2. The Certificates: The Offered
Certificates shall be issued as follows:
(a) Classes: The Offered Certificates shall be issued
with the following Class designations, interest rates and
principal balances, subject in the aggregate to the
variance referred to in Section 1(a)[and, as to any
particular Class, to an upward or downward variance of up
to [ ]%]:
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
A-2
<PAGE>
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-3
<PAGE>
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the
undersi\gned a counterpart hereof, whereupon this letter and your
acceptance shall represent a binding agreement between the
Underwriter and the Company.
Very truly yours,
CS FIRST BOSTON CORPORATION
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-4
<PAGE>
Execution
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES 1998-26
TERMS AGREEMENT
(to Underwriting Agreement
dated June 22, 1995,
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus December 22, 1998
Cherry Hill, NJ 08002
Credit Suisse First Boston Corporation (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 1998-26
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 1998-26 Certificates are registered with the Securities and Exchange
Commission by means of an effective Registration Statement (No. 333-51151).
Capitalized terms used and not defined herein have the meanings given them in
the Underwriting Agreement.
Section 1. The Mortgage Pool: The Series 1998-26 Certificates shall
evidence the entire beneficial ownership interest in a mortgage pool (the
"Mortgage Pool") of conventional, fixed rate, fully amortizing, first lien one-
to four-family residential mortgage loans (the "Mortgage Loans") having the
following characteristics as of December 1, 1998 (the "Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pool:
$175,339,322 aggregate principal balance as of the Cut-off Date,
subject to a permitted variance such that the aggregate original
Certificate Principal Balance will be not less than $166,572,400 or
greater than $184,106,300.
(b) Original Terms to Maturity: The original term to maturity
of substantially all of the Mortgage Loans included in the Mortgage
Pool shall be between 10 and 15 years.
Section 2. The Certificates: The Offered Certificates shall be issued as
follows:
(a) Classes: The Offered Certificates shall be issued with the
following Class designations, interest rates and principal balances,
subject in the aggregate to the variance referred to in Section 1(a):
Principal Interest Class Purchase
Class Balance Rate Price Percentage
- ----- ------- ---- ----------------
Class A $171,658,900.00 6.25% 99.95313%
Class M 1,578,000.00 6.25 98.26546
Class B1 614,000.00 6.25 96.70618
Class B2 438,000.00 6.25 92.48365
Class R 100.00 6.25 99.95313
- ---------------------
(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, December 30, 1998 (the
"Closing Date").
Section 4. Required Ratings: The Class A and Class R Certificates shall
have received Required Ratings of "AAA" from each of Fitch IBCA, Inc., and
Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies,
Inc. ("S&P"), and the Class M, Class B1 and Class B2 Certificates shall have
received Required Ratings of "AA," "A" and "BBB," respectively, from S&P.
Section 5. Tax Treatment: One or more elections will be made to treat the
assets of the Trust Fund as a REMIC.
<PAGE>
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the undersigned a counterpart hereof, whereupon this
letter and your acceptance shall represent a binding agreement between the
Underwriter and the Company.
Very truly yours,
CREDIT SUISSE FIRST BOSTON
CORPORATION
By:_______________________
Name:
Title:
The foregoing Agreement is hereby confirmed and accepted as of the date hereof.
GE CAPITAL MORTGAGE SERVICES, INC.
By:____________________________________
Name:
Title:
Execution
================================================================================
GE CAPITAL MORTGAGE SERVICES, INC.,
Seller and Servicer
and
STATE STREET BANK AND TRUST COMPANY,
Trustee
----------------
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 1998
----------------
REMIC Multi-Class Pass-Through Certificates,
Series 1998-26
================================================================================
<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.................33
Section 2.02. Acceptance by Trustee........................37
Section 2.03. Representations and Warranties of the
Company; Mortgage Loan Repurchase............38
Section 2.04. Execution of Certificates....................44
Section 2.05. Designations under the REMIC Provisions......44
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Company to Act as Servicer...................45
Section 3.02. Collection of Certain Mortgage Loan
Payments; Mortgage Loan Payment Record;
Certificate Account..........................48
Section 3.03. Collection of Taxes, Assessments
and Other Items..............................51
Section 3.04. Permitted Debits to the Mortgage
Loan Payment Record..........................51
Section 3.05. Maintenance of the Primary Insurance
Policies.....................................53
Section 3.06. Maintenance of Hazard Insurance..............53
Section 3.07. Assumption and Modification Agreements.......54
Section 3.08. Realization Upon Defaulted Mortgage Loans....55
Section 3.09. Trustee to Cooperate; Release of
Mortgage Files...............................58
Section 3.10. Servicing Compensation; Payment of Certain
Expenses by the Company......................58
Section 3.11. Reports to the Trustee; Certificate
Account Statements...........................59
Section 3.12. Annual Statement as to Compliance............59
Section 3.13. Annual Independent Public Accountants'
Servicing Report.............................59
Section 3.14. Access to Certain Documentation
and Information Regarding the Mortgage
Loans........................................60
Section 3.15. Maintenance of Certain Servicing Policies....60
Section 3.16. Optional Purchase of Defaulted
Mortgage Loans...............................60
ARTICLE IV
PAYMENTS AND STATEMENTS
Section 4.01. Distributions................................60
Section 4.02. Method of Distribution.......................64
Section 4.03. Allocation of Losses.........................65
Section 4.04. Monthly Advances; Purchases of
Defaulted Mortgage Loans.....................67
Section 4.05. Statements to Certificateholders.............67
Section 4.06. Servicer's Certificate.......................70
Section 4.07. Reports of Foreclosures and Abandonments
of Mortgaged Property........................70
Section 4.08. Reduction of Base Servicing Fees by
Compensating Interest Payments...............70
Section 4.09. Surety Bond..................................70
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.............................70
Section 5.02. Registration of Transfer and
Exchange of Certificates.....................72
Section 5.03. Mutilated, Destroyed, Lost or
Stolen Certificates..........................77
Section 5.04. Persons Deemed Owners........................77
Section 5.05. Access to List of Certificateholders'
Names and Addresses..........................77
Section 5.06. Representation of Certain
Certificateholders...........................78
Section 5.07. Determination of COFI........................78
Section 5.08. Determination of LIBOR.......................79
ARTICLE VI
THE COMPANY
Section 6.01. Liability of the Company....................80
Section 6.02. Merger or Consolidation of, or
Assumption of the Obligations
of, the Company.............................80
Section 6.03. Assignment..................................80
Section 6.04. Limitation on Liability of the
Company and Others..........................81
Section 6.05. The Company Not to Resign...................81
ARTICLE VII
DEFAULT
Section 7.01. Events of Default...........................81
Section 7.02. Trustee to Act; Appointment of Successor....83
Section 7.03. Notification to Certificateholders..........84
ARTICLE VIII
THE TRUSTEE
Section 8.01. Duties of Trustee...........................84
Section 8.02. Certain Matters Affecting the Trustee.......85
Section 8.03. Trustee Not Liable for Certificates
or Mortgage Loans...........................86
Section 8.04. Trustee May Own Certificates................87
Section 8.05. The Company to Pay Trustee's
Fees and Expenses...........................87
Section 8.06. Eligibility Requirements for Trustee........87
Section 8.07. Resignation or Removal of Trustee...........87
Section 8.08. Successor Trustee...........................88
Section 8.09. Merger or Consolidation of Trustee..........88
Section 8.10. Appointment of Co-Trustee or
Separate Trustee............................89
Section 8.11. Compliance with REMIC Provisions;
Tax Returns.................................90
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Repurchase by the
Company or Liquidation of All
Mortgage Loans..............................90
Section 9.02. Additional Termination Requirements.........91
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment..................................92
Section 10.02. Recordation of Agreement...................93
Section 10.03. Limitation on Rights of
Certificateholders.........................93
Section 10.04. Governing Law..............................94
Section 10.05. Notices....................................94
Section 10.06. Notices to the Rating Agencies.............95
Section 10.07. Severability of Provisions.................95
Section 10.08. Certificates Nonassessable and
Fully Paid.................................95
<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 December 1, 1998, between
GE CAPITAL MORTGAGE SERVICES, INC., a corporation organized and existing under
the laws of the State of New Jersey, and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts banking corporation, as Trustee.
W I T N E S S E T H T H A T :
In consideration of the mutual agreements herein contained, GE Capital
Mortgage Services, Inc. and State Street Bank and Trust Company agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. Whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires, shall have the
following meanings:
Accretion Directed Certificate: None.
Accretion Directed Component: None.
Accretion Termination Date: None.
Accrual Amount: As to any Class of Accrual Certificates and any
Accrual Component and each Distribution Date through the related
Accretion Termination Date, the sum of (x) any amount of Accrued
Certificate Interest allocable to such Class or Component pursuant to
Section 4.01(a)(i) on such Distribution Date and (y) any amount of
Unpaid Class Interest Shortfall allocable to such Class or Component
pursuant to Section 4.01(a)(ii) on such Distribution Date, to the
extent that such amounts are distributed to any Accretion Directed
Certificates and any Accretion Directed Components pursuant to Section
4.01(e). As to any Class of Accrual Certificates and any Accrual
Component and each Distribution Date after the related Accretion
Termination Date, zero.
Accrual Certificates: None.
Accrual Component: None.
Accrued Certificate Interest: As to any Distribution Date and any
Class of Certificates (other than any Class of Principal Only
Certificates and any Class of Certificates consisting of Specified
Components), interest accrued during the related Interest Accrual
Period at the applicable Certificate Interest Rate on the Class
Certificate Principal Balance (or, in the case of any Class of Notional
Certificates, on the aggregate Notional Principal Balance) thereof
immediately prior to such Distribution Date, calculated on the basis of
a 360-day year consisting of twelve 30-day months. As to any
Distribution Date and any Specified Component (other than any Principal
Only Component), interest accrued during the related Interest Accrual
Period at the applicable Component Interest Rate on the Component
Principal Balance (or Notional Component Principal Balance) thereof
immediately prior to such Distribution Date, calculated on the basis of
a 360-day year consisting of twelve 30-day months. As to any
Distribution Date and any Class of Certificates consisting of Specified
Components, the aggregate of Accrued Certificate Interest on such
Specified Components for such Distribution Date.
Accrued Certificate Interest on each Class of Certificates (other
than any Class of Principal Only Certificates and any Class of
Certificates consisting of Specified Components) and any Specified
Component (other than any Principal Only Component) shall be reduced by
such Class's or Specified Component's share of the amount of any Net
Interest Shortfall and Certificate Interest Losses for such
Distribution Date. Any Net Interest Shortfall and Certificate Interest
Losses shall be allocated among (x) the Classes of Certificates (other
than any Class of Principal Only Certificates and any Class of
Certificates consisting of Specified Components) and (y) the Specified
Components (other than any Principal Only Component) of any Component
Certificate in proportion to the respective amounts of Accrued
Certificate Interest that would have resulted absent such shortfall or
losses.
Additional Collateral: With respect to any Mortgage 100SM Loan,
the marketable securities held from time to time as security for the
repayment of such Mortgage 100SM Loan and any related collateral. With
respect to any Parent PowerSM Loan, the third-party guarantee for such
Parent PowerSM Loan, together with (i) any marketable securities held
from time to time as security for the performance of such guarantee and
any related collateral or (ii) any mortgaged property securing the
performance of such guarantee, the related home equity line of credit
loan and any related collateral.
Agreement: This Pooling and Servicing Agreement and all
amendments hereof and supplements hereto.
Allocable Share: (a) As to any Distribution Date and amounts
distributable pursuant to clauses (i) and (iii) of the definition of
Junior Optimal Principal Amount, and as to each Class of Junior
Certificates, the fraction, expressed as a percentage, the numerator of
which is the Class Certificate Principal Balance of such Class and the
denominator of which is the aggregate Class Certificate Principal
Balance of the Junior Certificates.
(b) As to any Distribution Date and amounts distributable pursuant
to clauses (ii), (iv) and (v) of the definition of Junior Optimal
Principal Amount, and as to the Class M Certificates and each Class of
Class B Certificates for which the related Prepayment Distribution
Trigger has been satisfied on such Distribution Date, the fraction,
expressed as a percentage, the numerator of which is the Class
Certificate Principal Balance of such Class and the denominator of
which is the aggregate Class Certificate Principal Balance of all such
Classes. As to any Distribution Date and each Class of Class B
Certificates for which the related Prepayment Distribution Trigger has
not been satisfied on such Distribution Date, 0%.
Amortization Payment: As to any REO Mortgage Loan and any month,
the payment of principal and accrued interest due in such month in
accordance with the terms of the related Mortgage Note as contemplated
by Section 3.08(b).
Amount Held for Future Distribution: As to each Distribution Date,
the total of all amounts credited to the Mortgage Loan Payment Record
as of the preceding Determination Date on account of (i) Principal
Prepayments, Insurance Proceeds and Liquidation Proceeds received
subsequent to the preceding Prepayment Period applicable to such
receipts, and (ii) monthly payments of principal and interest due
subsequent to the preceding Due Date.
Anniversary Determination Date: The Determination Date occurring
in January of each year that the Certificates are outstanding,
commencing in January 2000.
Assignment of Proprietary Lease: With respect to a Cooperative
Loan, the assignment of the related Proprietary Lease from the
Mortgagor to the originator of the Cooperative Loan.
Assumed Monthly Payment Reduction: As of any Anniversary
Determination Date and as to any Non-Primary Residence Loan remaining
in the Mortgage Pool whose original principal balance was 80% or
greater of the Original Value thereof, the excess of (i) the Monthly
Payment thereof calculated on the assumption that the Mortgage Rate
thereon was equal to the weighted average (by principal balance) of the
Remittance Rates of all Outstanding Mortgage Loans (the "Weighted
Average Rate") as of such Anniversary Determination Date over (ii) the
Monthly Payment thereof calculated on the assumption that the
Remittance Rate thereon was equal to the Weighted Average Rate less
1.25% per annum.
Available Funds: As to each Distribution Date, an amount equal to
the sum of (i) all amounts credited to the Mortgage Loan Payment Record
pursuant to Section 3.02 as of the preceding Determination Date, (ii)
any Monthly Advance and any Compensating Interest Payment for such
Distribution Date, (iii) the Purchase Price of any Defective Mortgage
Loans and Defaulted Mortgage Loans deposited in the Certificate Account
on the Business Day preceding such Distribution Date (including any
amounts deposited in the Certificate Account in connection with any
substitution of a Mortgage Loan as specified in Section 2.03(b)), and
(iv) the purchase price of any defaulted Mortgage Loan purchased under
an agreement entered into pursuant to Section 3.08(e) as of the end of
the preceding Prepayment Period less the sum of (x) the Amount Held for
Future Distribution, (y) the amount of any Unanticipated Recovery
credited to the Mortgage Loan Payment Record pursuant to clause (vi) of
Section 3.02(b), and (z) amounts permitted to be debited from the
Mortgage Loan Payment Record pursuant to clauses (i) through (vii) and
(ix) of Section 3.04.
Bankruptcy Coverage Termination Date: The Distribution Date upon
which the Bankruptcy Loss Amount has been reduced to zero or a negative
number (or the Cross-Over Date, if earlier).
Bankruptcy Loss Amount: As of any Determination Date prior to the
first Anniversary Determination Date, the Bankruptcy Loss Amount shall
equal $100,000, as reduced by the aggregate amount of Deficient
Valuations and Debt Service Reductions since the Cut-off Date. As of
any Determination Date after the first Anniversary Determination Date,
other than an Anniversary Determination Date, the Bankruptcy Loss
Amount shall equal the Bankruptcy Loss Amount on the immediately
preceding Anniversary Determination Date as reduced by the aggregate
amount of Deficient Valuations and Debt Service Reductions since such
preceding Anniversary Determination Date. As of any Anniversary
Determination Date, the Bankruptcy Loss Amount shall equal the lesser
of (x) the Bankruptcy Loss Amount as of the preceding Determination
Date as reduced by any Deficient Valuations and Debt Service Reductions
for the preceding Distribution Date, and (y) the greater of (i) the
Fitch Formula Amount for such Anniversary Determination Date and (ii)
the Formula Amount for such Anniversary Determination Date.
The Bankruptcy Loss Amount may be further reduced by the Company
(including accelerating the manner in which such coverage is reduced)
provided that prior to any such reduction, the Company shall obtain
written confirmation from each Rating Agency that such reduction shall
not adversely affect the then-current rating assigned to the related
Classes of Certificates by such Rating Agency and shall provide a copy
of such written confirmation to the Trustee.
Base Servicing Fee: As to any Mortgage Loan and Distribution Date,
an amount equal to the product of (i) the Scheduled Principal Balance
of such Mortgage Loan as of the Due Date in the preceding calendar
month and (ii) the Base Servicing Fee Rate for such Mortgage Loan. The
Base Servicing Fee for any Distribution Date is subject to adjustment
pursuant to Section 3.08(d) (with respect to a Realized Loss) or the
definition of Interest Loss (with respect to the interest portion of a
Debt Service Reduction).
Base Servicing Fee Rate: As to any Mortgage Loan, the per annum
rate identified as such for such Mortgage Loan and set forth in the
Mortgage Loan Schedule.
BBA: The British Bankers' Association.
BIF: The Bank Insurance Fund of the FDIC, or its successor in
interest.
Book-Entry Certificate: Any Certificate registered in the name of
the Depository or its nominee, ownership of which is reflected on the
books of the Depository or on the books of a person maintaining an
account with such Depository (directly or as an indirect participant in
accordance with the rules of such Depository). As of the Closing Date,
each Class of Certificates, other than the Class B3, Class B4, Class
B5, Class R and Class PO Certificates, constitutes a Class of
Book-Entry Certificates.
Book-Entry Nominee: As defined in Section 5.02(b).
Business Day: Any day other than a Saturday or a Sunday, or a day
on which banking institutions in New York City or the city in which the
Corporate Trust Office is located are authorized or obligated by law or
executive order to be closed.
Buydown Funds: Funds contributed by the Mortgagor or another
source in order to reduce the interest payments required from the
Mortgagor for a specified period in specified amounts.
Buydown Mortgage Loan: Any Mortgage Loan as to which the Mortgagor
pays less than the full monthly payment specified in the Mortgage Note
during the Buydown Period and the difference between the amount paid by
the Mortgagor and the amount specified in the Mortgage Note is paid
from the related Buydown Funds.
Buydown Period: The period during which Buydown Funds are required
to be applied to the related Buydown Mortgage Loan.
Certificate: Any one of the certificates signed and countersigned
by the Trustee in substantially the forms attached hereto as Exhibit A.
Certificate Account: The trust account or accounts created and
maintained with the Trustee pursuant to Section 3.02 and which must be
an Eligible Account.
Certificate Interest Loss: (i) On or prior to the Cross-Over Date,
any Interest Loss in respect of an Excess Loss and (ii) after the
Cross-Over Date, any Interest Loss, in each case to the extent such
Interest Loss is allocable to the Certificates in accordance with
Section 3.08(d) (with respect to a Realized Loss) or the definition of
Interest Loss (with respect to the interest portion of a Debt Service
Reduction).
Certificate Interest Rate: With respect to any Class of
Certificates, other than any LIBOR Certificate, and as of any
Distribution Date, the per annum fixed rate specified in Section
5.01(b). With respect to any Class of LIBOR Certificates, the per annum
variable rate at any time at which interest accrues on the Certificates
of such Class, as determined pursuant to Section 5.01(e).
Certificate Owner: With respect to any Book-Entry Certificate, the
person who is the beneficial owner thereof.
Certificate Principal Balance: As to any Certificate other than a
Notional Certificate, and as of any Distribution Date, the Initial
Certificate Principal Balance of such Certificate (plus, in the case of
any Accrual Certificate, its Percentage Interest of any related Accrual
Amount for each previous Distribution Date) less the sum of (i) all
amounts distributed with respect to such Certificate in reduction of
the Certificate Principal Balance thereof on previous Distribution
Dates pursuant to Section 4.01, (ii) any Realized Losses allocated to
such Certificate on previous Distribution Dates pursuant to Section
4.03(b) and (c), and (iii) in the case of a Subordinate Certificate,
such Certificate's Percentage Interest of the Subordinate Certificate
Writedown Amount allocated to such Certificate on previous Distribution
Dates. The Notional Certificates are issued without Certificate
Principal Balances.
Certificate Register and Certificate Registrar: The register
maintained and the registrar appointed pursuant to Section 5.02.
Certificateholder or Holder: The person in whose name a
Certificate is registered in the Certificate Register, except that,
solely for the purposes of giving any consent pursuant to this
Agreement, a Certificate of any Class to the extent that the Company or
any affiliate is the Certificate Owner or Holder thereof (except to the
extent the Company or any affiliate thereof shall be the Certificate
Owner or Holder of all Certificates of such Class), shall be deemed not
to be outstanding and the Percentage Interest (or Voting Rights)
evidenced thereby shall not be taken into account in determining
whether the requisite amount of Percentage Interests (or Voting Rights)
necessary to effect any such consent has been obtained; provided,
however, that in determining whether the Trustee shall be protected in
relying on such consent only the Certificates that the Trustee knows to
be so held shall be so disregarded.
Class: All Certificates bearing the same class designation.
Class B Certificate: Any Class B1, Class B2, Class B3, Class B4 or
Class B5 Certificate.
Class Certificate Principal Balance: As to any Class of
Certificates, other than any Class of Notional Certificates, and as of
any date of determination, the aggregate of the Certificate Principal
Balances of all Certificates of such Class. The Class Certificate
Principal Balance of each such Class of Certificates as of the Closing
Date is specified in Section 5.01(b).
Class Interest Shortfall: As to any Distribution Date and any
Class of Certificates (other than any Class of Principal Only
Certificates or any Class consisting of Specified Components) or any
Specified Component, any amount by which the amount distributed to
Holders of such Class of Certificates or in respect of such Specified
Component (or added to the Class Certificate Principal Balance of any
Class of Accrual Certificates or to the Component Principal Balance of
any Accrual Component constituting a Specified Component) on such
Distribution Date is less than the Accrued Certificate Interest thereon
or in respect thereof for such Distribution Date. As to any
Distribution Date and any Class of Certificates consisting of Specified
Components, the sum of the Class Interest Shortfalls for such
Components on such date.
Class PO Deferred Amount: As to any Distribution Date on or prior
to the Cross-Over Date, the aggregate of the applicable PO Percentage
of the principal portion of each Realized Loss, other than any Excess
Loss, to be allocated to the Class PO Certificates on such Distribution
Date or previously allocated to the Class PO Certificates and not yet
paid to the Holders of the Class PO Certificates pursuant to Section
4.01(a)(iv).
Closing Date: December 30, 1998.
Code: The Internal Revenue Code of 1986, as it may be amended from
time to time, any successor statutes thereto, and applicable U.S.
Department of the Treasury temporary or final regulations promulgated
thereunder.
COFI: The monthly weighted average cost of funds for savings
institutions the home offices of which are located in Arizona,
California, or Nevada that are member institutions of the Eleventh
Federal Home Loan Bank District, as computed from statistics tabulated
and published by the Federal Home Loan Bank of San Francisco in its
monthly Information Bulletin.
COFI Certificates: None.
COFI Determination Date: As to each Interest Accrual Period for
any COFI Certificates, the last Business Day of the calendar month
preceding the commencement of such Interest Accrual Period.
Company: GE Capital Mortgage Services, Inc., a corporation
organized and existing under the laws of the State of New Jersey, or
its successor in interest or, if any successor servicer is appointed as
herein provided, then such successor servicer.
Compensating Interest Payment: With respect to any Distribution
Date, an amount equal to the aggregate of the Interest Shortfalls
described in clauses (a) and (b) of the definition thereof with respect
to such Distribution Date; provided, however, that such amount shall
not exceed the lesser of (i) an amount equal to the product of (x) the
Pool Scheduled Principal Balance with respect to such Distribution Date
and (y) one-twelfth of 0.125%, and (ii) the aggregate of the Base
Servicing Fees that the Company would be entitled to retain on such
Distribution Date (less any portion thereof paid as servicing
compensation to any Primary Servicer) without giving effect to any
Compensating Interest Payment.
Component: Any of the components of a Class of Component
Certificates having the designations and the initial Component
Principal Balances as follows:
Designation Initial Component
Principal Balance
----------- -----------------
N/A N/A
Component Certificate: None.
Component Interest Rate: None.
Component Principal Balance: As of any Distribution Date, and with
respect to any Component, other than any Notional Component, the
initial Component Principal Balance thereof (as set forth, as
applicable, in the definition of Component) (plus, in the case of any
Accrual Component, any related Accrual Amount for each previous
Distribution Date) less the sum of (x) all amounts distributed in
reduction thereof on previous Distribution Dates pursuant to Section
4.01 and (y) the amount of all Realized Losses allocated thereto
pursuant to Section 4.03(d).
Confirmatory Mortgage Note: With respect to any Mortgage Loan, a
note or other evidence of indebtedness executed by the Mortgagor
confirming its obligation under the note or other evidence of
indebtedness previously executed by the Mortgagor upon the origination
of the related Mortgage Loan.
Cooperative: A private, cooperative housing corporation organized
in accordance with applicable state laws which owns or leases land and
all or part of a building or buildings located in the relevant state,
including apartments, spaces used for commercial purposes and common
areas therein and whose board of directors authorizes, among other
things, the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling
building owned or leased by a Cooperative, which unit the Mortgagor has
an exclusive right to occupy pursuant to the terms of one or more
Proprietary Leases.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i)
a Security Agreement, (ii) the related Cooperative Stock
Certificate(s), (iii) an assignment of the Proprietary Lease(s), (iv)
financing statements and (v) a stock power (or other similar
instrument), and in addition thereto, a recognition agreement between
the Cooperative and the originator of the Cooperative Loan, each of
which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund. The
Mortgage Loans identified as such in Exhibit C hereto are Cooperative
Loans.
Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership
instrument in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan,
the stock certificate(s) or other instrument evidencing the related
Cooperative Stock.
Corporate Trust Office: The principal office of the Trustee at
which at any particular time its corporate trust business shall be
administered, which office at the date of the execution of this
instrument is located at Two International Place, Boston, Massachusetts
02110, Attention: Corporate Trust Department.
Cross-Over Date: The first Distribution Date on which the
aggregate Class Certificate Principal Balance of the Junior
Certificates has been reduced to zero (giving effect to all
distributions on such Distribution Date).
Cut-off Date: December 1, 1998.
Debt Service Reduction: As to any Mortgage Loan and any
Determination Date, the excess of (a) the then current Monthly Payment
for such Mortgage Loan over (b) the amount of the monthly payment of
principal and interest required to be paid by the Mortgagor as
established by a court of competent jurisdiction as a result of a
proceeding initiated by or against the related Mortgagor under the
Bankruptcy Code, as amended from time to time (11 U.S.C.).
Defaulted Mortgage Loan: With respect to any Determination Date, a
Mortgage Loan as to which the related Mortgagor has failed to make
unexcused payment in full of a total of three or more consecutive
installments of principal and interest, and as to which such delinquent
installments have not been paid, as of the close of business on the
last Business Day of the month next preceding the month of such
Determination Date.
Defective Mortgage Loan: Any Mortgage Loan which is required to be
purchased by the Company (or which the Company may replace with a
substitute Mortgage Loan) pursuant to Section 2.02 or 2.03(a).
Deficient Valuation: As to any Mortgage Loan and any Determination
Date, the excess of (a) the then outstanding indebtedness under such
Mortgage Loan over (b) the valuation by a court of competent
jurisdiction of the related Mortgaged Property as a result of a
proceeding initiated by or against the related Mortgagor under the
Bankruptcy Code, as amended from time to time (11 U.S.C.), pursuant to
which such Mortgagor retained such Mortgaged Property.
Definitive Certificate: Any Certificate, other than a Book-Entry
Certificate, issued in definitive, fully registered form.
Definitive Restricted Junior Certificate: Any Restricted Junior
Certificate that is in the form of a Definitive Certificate.
Depository: The initial Depository shall be The Depository Trust
Company, the nominee of which is CEDE & Co. The Depository shall at all
times be a "clearing corporation" as defined in Section 8-102(a)(5) of
the Uniform Commercial Code of the State of New York, as amended, or
any successor provisions thereto.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for which, from time to time, the
Depository effects book-entry transfers and pledges of securities
deposited with such Depository.
Designated Loan Closing Documents: With respect to any Designated
Loan, a Lost Note Affidavit substantially in the form of Exhibit L, and
an assignment of the related Mortgage to the Trustee in recordable form
(except for the omission therein of recording information concerning
such Mortgage).
Designated Loans: The Mortgage Loan listed in Exhibit M hereto.
Designated Telerate Page: The Dow Jones Telerate Service page 3750
(or such other page as may replace page 3750 on that service or such
other service as may be nominated by the BBA for the purpose of
displaying the Interest Settlement Rates).
Determination Date: With respect to any Distribution Date, the
fifth Business Day prior thereto.
Discount Mortgage Loan: Any Mortgage Loan with a Net Mortgage Rate
less than 6.25% per annum.
Disqualified Organization: Any of the following: (i) the United
States, any State or political subdivision thereof, or any agency or
instrumentality of any of the foregoing (including but not limited to
state pension organizations); (ii) a foreign government, International
Organization or any agency or instrumentality of either of the
foregoing; (iii) an organization (except certain farmers' cooperatives
described in Code section 521) which is exempt from tax imposed by
Chapter 1 of the Code (including the tax imposed by section 511 of the
Code on unrelated business taxable income); and (iv) a rural electric
and telephone cooperative described in Code section 1381(a)(2)(C). The
terms "United States," "State" and "International Organization" shall
have the meanings set forth in Code section 7701 or successor
provisions. A corporation will not be treated as an instrumentality of
the United States or of any State or political subdivision thereof for
these purposes if all of its activities are subject to tax and a
majority of its board of directors is not selected by such governmental
unit.
Distribution Date: The 25th day of each calendar month after the
month of initial issuance of the Certificates, or, if such 25th day is
not a Business Day, the next succeeding Business Day.
Distribution Date Statement: The statement referred to in Section
4.05(a).
Document File: As defined in Section 2.01.
Due Date: The first day of the month of the related Distribution
Date.
Eligible Account: An account that is either (i) maintained with a
depository institution the debt obligations of which have been rated by
each Rating Agency in one of its two highest long-term rating
categories and has been assigned by S&P its highest short-term rating,
(ii) an account or accounts the deposits in which are fully insured by
either the BIF or the SAIF, (iii) an account or accounts, in a
depository institution in which such accounts are insured by the BIF or
the SAIF (to the limits established by the FDIC), the uninsured
deposits in which accounts are either invested in Permitted Investments
or are otherwise secured to the extent required by the Rating Agencies
such that, as evidenced by an Opinion of Counsel delivered to the
Trustee, the Certificateholders have a claim with respect to the funds
in such account or a perfected first security interest against any
collateral (which shall be limited to Permitted Investments) securing
such funds that is superior to claims of any other depositors or
creditors of the depository institution with which such account is
maintained, (iv) a trust account maintained with the corporate trust
department of a federal or state chartered depository institution or of
a trust company with trust powers and acting in its fiduciary capacity
for the benefit of the Trustee hereunder or (v) such account as will
not cause either Rating Agency to downgrade or withdraw its
then-current rating assigned to the Certificates, as evidenced in
writing by the Rating Agencies.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA-Restricted Certificate: Any Junior Certificate.
Event of Default: An event described in Section 7.01.
Excess Bankruptcy Loss: Any Deficient Valuation or Debt Service
Reduction, or portion thereof, (i) occurring after the Bankruptcy
Coverage Termination Date or (ii) if on such date, in excess of the
then-applicable Bankruptcy Loss Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, (i)
occurring after the Fraud Coverage Termination Date or (ii) if on such
date, in excess of the then-applicable Fraud Loss Amount.
Excess Loss: Any Excess Bankruptcy Loss, Excess Fraud Loss or
Excess Special Hazard Loss.
Excess Special Hazard Loss: Any Special Hazard Loss, or portion
thereof, (i) occurring after the Special Hazard Termination Date or
(ii) if on such date, in excess of the then-applicable Special Hazard
Loss Amount.
FDIC: The Federal Deposit Insurance Corporation, or its successor
in interest.
FHLMC: The Federal Home Loan Mortgage Corporation or its successor
in interest.
Financial Intermediary: A broker, dealer, bank or other financial
institution or other Person that clears through or maintains a
custodial relationship with a Depository Participant.
Fitch: Fitch IBCA, Inc. and its successors.
Fitch Formula Amount: As to each Anniversary Determination Date,
the greater of (i) $50,000 and (ii) the product of (x) the greatest
Assumed Monthly Payment Reduction for any Non-Primary Residence Loan
whose original principal balance was 80% or greater of the Original
Value thereof, (y) the weighted average remaining term to maturity
(expressed in months) of all the Non-Primary Residence Loans remaining
in the Mortgage Pool as of such Anniversary Determination Date, and (z)
the sum of (A) one plus (B) the number of all remaining Non-Primary
Residence Loans divided by the total number of Outstanding Mortgage
Loans as of such Anniversary Determination Date.
FNMA: The Federal National Mortgage Association or its successor
in interest.
Formula Amount: As to each Anniversary Determination Date, the
greater of (i) $100,000 and (ii) the product of (x) 0.06% and (y) the
Scheduled Principal Balance of each Mortgage Loan remaining in the
Mortgage Pool whose original principal balance was 75% or greater of
the Original Value thereof.
Fraud Coverage Termination Date: The Distribution Date upon which
the related Fraud Loss Amount has been reduced to zero or a negative
number (or the Cross-Over Date, if earlier).
Fraud Loss: Any Realized Loss attributable to fraud in the
origination of the related Mortgage Loan.
Fraud Loss Amount: As of any Distribution Date after the Cut-off
Date, (x) prior to the first anniversary of the Cut-off Date, an amount
equal to $1,753,393 minus the aggregate amount of Fraud Losses that
would have been allocated to the Junior Certificates in accordance with
Section 4.03 in the absence of the Loss Allocation Limitation since the
Cut-off Date, and (y) from the first to the fifth anniversary of the
Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss
Amount as of the most recent anniversary of the Cut-off Date and (b) 1%
(from the first to but excluding the third anniversaries of the Cut-off
Date) or 0.5% (from and including the third to but excluding the fifth
anniversaries of the Cut-off Date) of the aggregate outstanding
principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2) the Fraud Losses that would
have been allocated to the Junior Certificates in accordance with
Section 4.03 in the absence of the Loss Allocation Limitation since the
most recent anniversary of the Cut-off Date. As of any Distribution
Date on or after the fifth anniversary of the Cut-off Date the Fraud
Loss Amount shall be zero.
Initial Certificate Principal Balance: With respect to any
Certificate, other than a Notional Certificate, the Certificate
Principal Balance of such Certificate or any predecessor Certificate on
the Closing Date.
Initial LIBOR Rate: None.
Insurance Proceeds: Proceeds paid pursuant to the Primary
Insurance Policies, if any, and amounts paid by any insurer pursuant to
any other insurance policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by the Primary Insurance
Policies, if any, or any other insurance policy or policies applicable
to the Mortgage Loans.
Interest Accrual Period: With respect to any Distribution Date and
any Class of Certificates (other than any Class of Principal Only
Certificates) or Component, the one-month period ending on the last day
of the month preceding the month in which such Distribution Date
occurs.
Interest Loss: (i) With respect to any Realized Loss, the excess
of accrued and unpaid interest due on the related Mortgage Loan over
the amount allocated to interest thereon in accordance with Section
3.08(d), and (ii) with respect to any Debt Service Reduction and any
calendar month, the reduction in the amount of interest due on the
related Mortgage Loan during such month as a result of the relevant
bankruptcy proceeding.
The amount of any Interest Loss described in clause (i) of the
preceding paragraph will be allocated among the Base Servicing Fee, the
Supplemental Servicing Fee and the Certificates in accordance with
Section 3.08(d). The amount of any Interest Loss described in clause
(ii) of the preceding paragraph will be allocated among the Base
Servicing Fee, the Supplemental Servicing Fee and the Certificates in
proportion to the amount of interest that would have been allocated to
the Base Servicing Fee at the Base Servicing Fee Rate, the Supplemental
Servicing Fee at the Supplemental Servicing Fee Rate and interest at
the Remittance Rate, respectively, in the absence of the Debt Service
Reduction.
Interest Settlement Rate: With respect to any Interest Accrual
Period, the rate (expressed as a percentage per annum) for one-month
U.S. Dollar deposits reported by the BBA at 11:00 a.m. London time on
the related LIBOR Determination Date and as it appears on the
Designated Telerate Page.
Interest Shortfall: With respect to any Distribution Date and each
Mortgage Loan that during the related Prepayment Period was the subject
of a Voluntary Principal Prepayment or constitutes a Relief Act
Mortgage Loan, an amount determined as follows:
(A) partial principal prepayments: one month's
interest at the applicable Net Mortgage Rate on the amount of
such prepayment;
(B) principal prepayments in full received on or
after the sixteenth day of the month preceding the month of
such Distribution Date (or, in the case of the first
Distribution Date, on or after the Cut-off Date) but on or
before the last day of the month preceding the month of such
Distribution Date, the difference between (i) one month's
interest at the applicable Net Mortgage Rate on the Scheduled
Principal Balance of such Mortgage Loan immediately prior to
such prepayment and (ii) the amount of interest for the
calendar month of such prepayment (adjusted to the applicable
Net Mortgage Rate) received at the time of such prepayment;
(C) principal prepayments in full received by the
Company (or of which the Company receives notice, in the case
of a Mortgage Loan serviced by a Primary Servicer) on or after
the first day but on or before the fifteenth day of the month
of such Distribution Date: none; and
(D) Relief Act Mortgage Loans: As to any Relief Act
Mortgage Loan, the excess of (i) 30 days' interest (or, in the
case of a Principal Prepayment in full, interest to the date
of prepayment) on the Scheduled Principal Balance thereof (or,
in the case of a Principal Prepayment in part, on the amount
so prepaid) at the related Net Mortgage Rate over (ii) 30
days' interest (or, in the case of a Principal Prepayment in
full, interest to the date of prepayment) on such Scheduled
Principal Balance (or, in the case of a Principal Prepayment
in part, on the amount so prepaid) at the Net Mortgage Rate
required to be paid by the Mortgagor as limited by application
of the Relief Act.
For purposes of the definitions of Net Interest Shortfall and
Supplemental Servicing Fee, the amount of any Interest Shortfall shall
be allocated between the Certificates and the Supplemental Servicing
Fee in proportion to the amount of interest that would have been
allocated to the Certificates (at the Remittance Rate) and the
Supplemental Servicing Fee (at the Supplemental Servicing Fee Rate),
respectively, in the absence of such Interest Shortfall.
Junior Certificate: Any Class M or Class B Certificate.
Junior Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of the following (but in no event greater than
the aggregate Certificate Principal Balance of the Junior Certificates
immediately prior to such Distribution Date):
(i) the Junior Percentage of the applicable Non-PO
Percentage of the principal portion of each Monthly Payment due on the
related Due Date on each Outstanding Mortgage Loan as of such Due Date
as specified in the amortization schedule at the time applicable
thereto (after adjustment for previous Principal Prepayments and the
principal portion of Debt Service Reductions subsequent to the
Bankruptcy Coverage Termination Date but before any adjustment to such
amortization schedule by reason of any bankruptcy (other than as
aforesaid) or similar proceeding or any moratorium or similar waiver or
grace period);
(ii) the Junior Prepayment Percentage of the applicable
Non-PO Percentage of all principal prepayments in part received during
the related Prepayment Period, and 100% of any Senior Optimal Principal
Amount not distributed to the Senior Certificates on such Distribution
Date, together with the Junior Prepayment Percentage of the applicable
Non-PO Percentage of the Scheduled Principal Balance of each Mortgage
Loan which was the subject of a Voluntary Principal Prepayment in full
during the related Prepayment Period;
(iii) the excess, if any, of (x) the applicable Non-PO
Percentage of the sum of (A) all Net Liquidation Proceeds allocable to
principal received during the related Prepayment Period (other than in
respect of Mortgage Loans described in clause (B)) and (B) the
principal balance of each Mortgage Loan that was purchased by an
insurer from the Trustee during the related Prepayment Period pursuant
to the related Primary Insurance Policy, over (y) the amount
distributable pursuant to clause (iii) of the definition of Senior
Optimal Principal Amount on such Distribution Date;
(iv) the Junior Prepayment Percentage of the applicable
Non-PO Percentage of the Scheduled Principal Balance of each Mortgage
Loan which was purchased on such Distribution Date pursuant to Section
2.02, 2.03(a) or 3.16; and
(v) the Junior Prepayment Percentage of the applicable
Non-PO Percentage of the Substitution Amount for any Mortgage Loan
substituted during the month of such Distribution Date.
For purposes of clause (ii) above, a Voluntary Principal
Prepayment in full with respect to a Mortgage Loan serviced by a
Primary Servicer shall be deemed to have been received when the
Company, as servicer, receives notice thereof.
After the Class Certificate Principal Balances of the Junior
Certificates have been reduced to zero, the Junior Optimal Principal
Amount shall be zero.
Junior Percentage: As to any Distribution Date, the excess of 100%
over the Senior Percentage for such Distribution Date.
Junior Prepayment Percentage: As to any Distribution Date, the
excess of 100% over the Senior Prepayment Percentage for such
Distribution Date, except that (i) after the aggregate Certificate
Principal Balance of the Senior Certificates other than the Class PO
Certificates has been reduced to zero, the Junior Prepayment Percentage
shall be 100%, and (ii) after the Cross-Over Date, the Junior
Prepayment Percentage shall be zero.
Latest Possible Maturity Date: December 25, 2015.
LIBOR: With respect to any Interest Accrual Period, the per annum
rate determined, pursuant to Section 5.08, on the basis of the Interest
Settlement Rate or as otherwise provided in such Section.
LIBOR Certificate: None.
LIBOR Determination Date: The second London Banking Day
immediately preceding the commencement of each Interest Accrual Period
for any LIBOR Certificates.
Liquidated Mortgage Loan: Any defaulted Mortgage Loan as to which
the Company has determined that all amounts which it expects to recover
on behalf of the Trust Fund from or on account of such Mortgage Loan
have been recovered, including any Mortgage Loan with respect to which
the Company determines not to foreclose upon the related Mortgaged
Property based on its belief that such Mortgaged Property may be
contaminated with or affected by hazardous or toxic wastes, materials
or substances.
Liquidation Expenses: Expenses which are incurred by the Company
in connection with the liquidation of any defaulted Mortgage Loan and
not recovered by the Company under any Primary Insurance Policy for
reasons other than the Company's failure to comply with Section 3.05,
such expenses including, without limitation, legal fees and expenses,
and, regardless of when incurred, any unreimbursed amount expended by
the Company pursuant to Section 3.03 or Section 3.06 respecting the
related Mortgage Loan and any related and unreimbursed Property
Protection Expenses.
Liquidation Proceeds: Cash (other than Insurance Proceeds)
received in connection with the liquidation of any defaulted Mortgage
Loan whether through judicial foreclosure or otherwise.
Loan-to-Value Ratio: With respect to each Mortgage Loan, the
original principal amount of such Mortgage Loan, divided by the
Original Value of the related Mortgaged Property.
London Banking Day: Any day on which banks are open for dealing in
foreign currency and exchange in London, England.
Loss Allocation Limitation: As defined in Section 4.03(g).
MLCC: Merrill Lynch Credit Corporation, or its successor in
interest.
Monthly Advance: With respect to any Distribution Date, the
aggregate of the advances required to be made by the Company pursuant
to Section 4.04(a) (or by the Trustee pursuant to Section 4.04(b)) on
such Distribution Date, the amount of any such Monthly Advance being
equal to (a) the aggregate of payments of principal and interest
(adjusted to the related Remittance Rate) on the Mortgage Loans that
were due on the related Due Date, without regard to any arrangements
entered into by the Company with the related Mortgagors pursuant to
Section 3.02(a)(ii), and delinquent as of the close of business on the
Business Day next preceding the related Determination Date, less (b)
the amount of any such payments which the Company or the Trustee, as
applicable, in its reasonable judgment believes will not be ultimately
recoverable by it either out of late payments by the Mortgagor, Net
Liquidation Proceeds, Insurance Proceeds, REO Proceeds or otherwise.
With respect to any Mortgage Loan, the portion of any such advance or
advances made with respect thereto.
Monthly Payment: The scheduled monthly payment on a Mortgage Loan
for any month allocable to principal or interest on such Mortgage Loan.
Moody's: Moody's Investors Service, Inc. and its successors.
Mortgage: The mortgage or deed of trust creating a first lien on a
fee simple interest or leasehold estate in real property securing a
Mortgage Note.
Mortgage 100SM Loan: A Mortgage Loan identified on Exhibit N
hereof that has a Loan-to-Value Ratio at origination in excess of
80.00% and that is secured by Additional Collateral and does not have a
Primary Insurance Policy.
Mortgage File: The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan and any additional documents
required to be added to such documents pursuant to this Agreement.
Mortgage Loan Payment Record: The record maintained by the Company
pursuant to Section 3.02(b).
Mortgage Loan Schedule: As of any date of determination, the
schedule of Mortgage Loans included in the Trust Fund. The initial
schedule of Mortgage Loans as of the Cut-off Date is attached hereto as
Exhibit C.
Mortgage Loans: As of any date of determination, each of the
mortgage loans identified on the Mortgage Loan Schedule (as amended
pursuant to Section 2.03(b)) delivered and assigned to the Trustee
pursuant to Section 2.01 or 2.03(b), and not theretofore released from
the Trust Fund by the Trustee.
Mortgage Note: With respect to any Mortgage Loan, the note or
other evidence of indebtedness (which may consist of a Confirmatory
Mortgage Note) evidencing the indebtedness of a Mortgagor under such
Mortgage Loan.
Mortgage Pool: The aggregate of the Mortgage Loans identified in
the Mortgage Loan Schedule.
Mortgage Rate: The per annum rate of interest borne by a Mortgage
Loan as set forth in the related Mortgage Note.
Mortgaged Property: The underlying real property securing the
Mortgage Loan, or with respect to a Cooperative Loan, the related
Proprietary Lease and Cooperative Stock.
Mortgagor: With respect to any Mortgage Loan, each obligor on the
related Mortgage Note.
Net Interest Shortfall: With respect to any Distribution Date, the
excess, if any, of the aggregate Interest Shortfalls allocable to the
Certificates (as determined in accordance with the definition of
Interest Shortfall) for such Distribution Date over any Compensating
Interest Payment for such date.
Net Liquidation Proceeds: As to any Liquidated Mortgage Loan, the
sum of (i) any Liquidation Proceeds therefor less the related
Liquidation Expenses, and (ii) any Insurance Proceeds therefor, other
than any such Insurance Proceeds applied to the restoration of the
related Mortgaged Property.
Net Mortgage Rate: With respect to any Mortgage Loan, the related
Mortgage Rate less the applicable Base Servicing Fee Rate.
Non-Book-Entry Certificate: Any Certificate other than a
Book-Entry Certificate.
Non-Discount Mortgage Loan: Any Mortgage Loan with a Net Mortgage
Rate greater than or equal to 6.25% per annum.
Non-permitted Foreign Holder: As defined in Section 5.02(b).
Non-PO Percentage: As to any Discount Mortgage Loan, a fraction
(expressed as a percentage), the numerator of which is the Net Mortgage
Rate of such Discount Mortgage Loan and the denominator of which is
6.25%. As to any Non-Discount Mortgage Loan, 100%.
Non-Primary Residence Loan: Any Mortgage Loan secured by a
Mortgaged Property that is (on the basis of representations made by the
Mortgagors at origination) a second home or investor-owned property.
Nonrecoverable Advance: All or any portion of any Monthly Advance
or Monthly Advances previously made by the Company (or the Trustee)
which, in the reasonable judgment of the Company (or, as applicable,
the Trustee) will not be ultimately recoverable from related Net
Liquidation Proceeds, Insurance Proceeds, REO Proceeds or otherwise.
The determination by the Company that it has made a Nonrecoverable
Advance or that any advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by an Officer's Certificate of the Company
delivered to the Trustee and detailing the reasons for such
determination.
Non-U.S. Person: As defined in Section 4.02(c).
Notional Certificate: None.
Notional Component: None.
Notional Component Balance: None.
Notional Principal Balance: None.
Officer's Certificate: A certificate signed by the President, a
Senior Vice President or a Vice President of the Company and delivered
to the Trustee.
Opinion of Counsel: A written opinion of counsel, who may be
counsel for the Company; provided, however, that any Opinion of Counsel
with respect to the interpretation or application of the REMIC
Provisions or the status of an account as an Eligible Account shall be
the opinion of independent counsel satisfactory to the Trustee.
Original Subordinate Principal Balance: As set forth in the
definition of Senior Prepayment Percentage.
Original Value: The value of the property underlying a Mortgage
Loan based, in the case of the purchase of the underlying Mortgaged
Property, on the lower of an appraisal satisfactory to the Company or
the sales price of such property or, in the case of a refinancing, on
an appraisal satisfactory to the Company.
Outstanding Mortgage Loan: With respect to any Due Date, a
Mortgage Loan which, prior to such Due Date, was not the subject of a
Principal Prepayment in full, did not become a Liquidated Mortgage Loan
and was not purchased pursuant to Section 2.02, 2.03(a) or 3.16 or
replaced pursuant to Section 2.03(b).
Outstanding Non-Discount Mortgage Loan: Any Outstanding Mortgage
Loan that is a Non-Discount Mortgage Loan.
PAC Balance: As to any Distribution Date and any Class of PAC
Certificates and any PAC Component, the balance designated as such for
such Distribution Date and such Class or Component as set forth in the
Principal Balance Schedules.
PAC Certificate: None.
PAC Component: None.
Parent PowerSM Loan: A Mortgage Loan identified on Exhibit N
hereto that has a Loan-to-Value Ratio at origination in excess of
80.00%, that is supported by Additional Collateral and does not have a
Primary Insurance Policy.
Pay-out Rate: With respect to any Class of Certificates (other
than any Class of Principal Only Certificates) and any Distribution
Date, the rate at which interest is distributed on such Class on such
Distribution Date and which is equal to a fraction (expressed as an
annualized percentage) the numerator of which is the Accrued
Certificate Interest for such Class and Distribution Date, and the
denominator of which is the Class Certificate Principal Balance (or, in
the case of the Notional Certificates, the Notional Principal Balance)
of such Class immediately prior to such Distribution Date.
Percentage Interest: With respect to any Certificate, the
percentage interest in the undivided beneficial ownership interest in
the Trust Fund evidenced by Certificates of the same Class as such
Certificate. With respect to any Certificate, the Percentage Interest
evidenced thereby shall equal the Initial Certificate Principal Balance
(or, in the case of a Notional Certificate, the initial Notional
Principal Balance) thereof divided by the aggregate Initial Certificate
Principal Balance (or, in the case of a Notional Certificate, the
aggregate initial Notional Principal Balance) of all Certificates of
the same Class.
Permitted Investments: One or more of the following; provided,
however, that no such Permitted Investment may mature later than the
Business Day preceding the Distribution Date after such investment
except as otherwise provided in Section 3.02(e) hereof, provided,
further, that such investments qualify as "cash flow investments" as
defined in section 860G(a)(6) of the Code:
(i) obligations of, or guaranteed as to timely receipt of
principal and interest by, the United States or any agency or
instrumentality thereof when such obligations are backed by the full
faith and credit of the United States;
(ii) repurchase agreements on obligations specified in
clause (i) provided that the unsecured obligations of the party
agreeing to repurchase such obligations are at the time rated by each
Rating Agency in the highest long-term rating category;
(iii) federal funds, certificates of deposit, time deposits
and banker's acceptances, of any U.S. depository institution or trust
company incorporated under the laws of the United States or any state
provided that the debt obligations of such depository institution or
trust company at the date of acquisition thereof have been rated by
each Rating Agency in the highest long-term rating category;
(iv) commercial paper of any corporation incorporated under
the laws of the United States or any state thereof which on the date of
acquisition has the highest short term rating of each Rating Agency;
and
(v) other obligations or securities that are acceptable to
each Rating Agency as a Permitted Investment hereunder and will not, as
evidenced in writing, result in a reduction or withdrawal in the then
current rating of the Certificates.
Notwithstanding the foregoing, Permitted Investments shall not
include "stripped securities" and investments which contractually may
return less than the purchase price therefor.
Person: Any legal person, including any individual, corporation,
partnership, limited liability company, joint venture, association,
joint-stock company, trust, unincorporated organization or government
or any agency or political subdivision thereof.
Plan: Any Person which is an employee benefit plan subject to
ERISA or a plan subject to section 4975 of the Code.
Pledged Asset Loan-to-Value Ratio: With respect to any Pledged
Asset Mortgage Loan, (i) the original loan amount less the portion of
any required Additional Collateral which is covered by the Surety Bond,
divided by (ii) the Original Value of the related Mortgaged Property.
Pledged Asset Mortgage Loan: Each Mortgage 100SM Loan and Parent
PowerSM Loan purchased from MLCC that is supported by Additional
Collateral and identified on Exhibit N hereto.
Pledged Asset Mortgage Servicing Agreement: The Amended and
Restated Pledged Asset Mortgage Servicing Agreement, dated as of June
2, 1998, between MLCC and the Company.
PO Percentage: As to any Discount Mortgage Loan, a fraction
(expressed as a percentage), the numerator of which is the excess of
6.25% over the Net Mortgage Rate of such Discount Mortgage Loan and the
denominator of which is 6.25%. As to any Non-Discount Mortgage Loan,
0%.
PO Principal Distribution Amount: As to any Distribution Date, an
amount equal to the sum of the applicable PO Percentage of:
(i) the principal portion of each Monthly Payment due on
the related Due Date on each Outstanding Mortgage Loan as of such Due
Date as specified in the amortization schedule at the time applicable
thereto (after adjustments for previous Principal Prepayments and the
principal portion of Debt Service Reductions subsequent to the
Bankruptcy Coverage Termination Date but before any adjustment to such
amortization schedule by reason of any bankruptcy (except as aforesaid)
or similar proceeding or any moratorium or similar waiver or grace
period);
(ii) all principal prepayments in part received during the
related Prepayment Period, together with the Scheduled Principal
Balance (as reduced by any Deficient Valuation occurring on or prior to
the Bankruptcy Coverage Termination Date) of each Mortgage Loan which
was the subject of a Voluntary Principal Prepayment in full during the
related Prepayment Period;
(iii) the sum of (A) all Net Liquidation Proceeds allocable
to principal received in respect of each Mortgage Loan that became a
Liquidated Mortgage Loan during the related Prepayment Period (other
than Mortgage Loans described in clause (B)) and (B) the principal
balance of each Mortgage Loan purchased by an insurer from the Trustee
pursuant to the related Primary Insurance Policy, in each case during
the related Prepayment Period;
(iv) the Scheduled Principal Balance (as reduced by any
Deficient Valuation occurring on or prior to the Bankruptcy Coverage
Termination Date) of each Mortgage Loan which was purchased on such
Distribution Date pursuant to Section 2.02, 2.03(a) or 3.16; and
(v) the Substitution Amount for any Mortgage Loan
substituted during the month of such Distribution Date; for purposes of
this clause (v), the definition of "Substitution Amount" shall be
modified to reduce the Scheduled Principal Balance of the Mortgage Loan
that is substituted for by any Deficient Valuation occurring on or
prior to the Bankruptcy Coverage Termination Date.
For purposes of clause (ii) above, a Voluntary Principal
Prepayment in full with respect to a Mortgage Loan serviced by a
Primary Servicer shall be deemed to have been received when the
Company, as servicer, receives notice thereof.
Pool Scheduled Principal Balance: With respect to any Distribution
Date, the aggregate Scheduled Principal Balance of all the Mortgage
Loans that were Outstanding Mortgage Loans on the Due Date in the month
next preceding the month of such Distribution Date (or, in the case of
the first Distribution Date, the Cut-off Date; or, if so specified,
such other date).
Prepayment Assumption: The assumed fixed schedule of prepayments
on a pool of new mortgage loans with such schedule given as a monthly
sequence of prepayment rates, expressed as annualized percent values.
These values start at 0.2% per year in the first month, increase by
0.2% per year in each succeeding month until month 30, ending at 6.0%
per year. At such time, the rate remains constant at 6.0% per year for
the balance of the remaining term. Multiples of the Prepayment
Assumption are calculated from this prepayment rate series.
Prepayment Assumption Multiple: 275% of the Prepayment Assumption.
Prepayment Distribution Trigger: As of any Distribution Date and
as to each Class of Class B Certificates, the related Prepayment
Distribution Trigger is satisfied if (x) the fraction, expressed as a
percentage, the numerator of which is the aggregate Class Certificate
Principal Balance of such Class and each Class subordinate thereto, if
any, on such Distribution Date, and the denominator of which is the
Pool Scheduled Principal Balance for such Distribution Date, equals or
exceeds (y) such percentage calculated as of the Closing Date.
Prepayment Interest Excess: As to any Voluntary Principal
Prepayment in full received from the first day through the fifteenth
day of any calendar month (other than the calendar month in which the
Cut-off Date occurs), all amounts paid in respect of interest on such
Principal Prepayment. For purposes of determining the amount of
Prepayment Interest Excess for any month, a Voluntary Principal
Prepayment in full with respect to a Mortgage Loan serviced by a
Primary Servicer shall be deemed to have been received when the
Company, as servicer, receives notice thereof. All Prepayment Interest
Excess shall be retained by the Company, as servicer, as additional
servicing compensation.
Prepayment Period: With respect to any Distribution Date and any
Voluntary Principal Prepayment in part or other Principal Prepayment
other than a Voluntary Principal Prepayment in full, the calendar month
preceding the month of such Distribution Date; with respect to any
Distribution Date and any Voluntary Principal Prepayment in full, the
period beginning on the sixteenth day of the calendar month preceding
the month of such Distribution Date (or, in the case of the first
Distribution Date, beginning on the Cut-off Date) and ending on the
fifteenth day of the month in which such Distribution Date occurs.
Primary Insurance Policy: The certificate of private mortgage
insurance relating to a particular Mortgage Loan, or an electronic
screen print setting forth the information contained in such
certificate of private mortgage insurance, including, without
limitation, information relating to the name of the mortgage insurance
carrier, the certificate number, the loan amount, the property address,
the effective date of coverage, the amount of coverage and the
expiration date of the policy. Each such policy covers defaults by the
Mortgagor, which coverage shall equal the portion of the unpaid
principal balance of the related Mortgage Loan that exceeds 75% (or
such lesser coverage required or permitted by FNMA or FHLMC) of the
Original Value of the underlying Mortgaged Property.
Primary Servicer: Any servicer with which the Company has entered
into a servicing agreement, as described in Section 3.01(f).
Principal Balance Schedules: Any principal balance schedules
attached hereto, if applicable, as Exhibit B, setting forth the PAC
Balances of any PAC Certificates and PAC Components, the TAC Balances
of any TAC Certificates and TAC Components and the Scheduled Balances
of any Scheduled Certificates and Scheduled Components.
Principal Only Certificate: Any Class PO Certificate.
Principal Only Component: None.
Principal Prepayment: Any payment or other recovery of principal
on a Mortgage Loan (including, for this purpose, any refinancing
permitted by Section 3.01 and any REO Proceeds treated as such pursuant
to Section 3.08(b)) which is received in advance of its scheduled Due
Date and is not accompanied by an amount of interest representing
scheduled interest for any month subsequent to the month of prepayment.
Private Placement Memorandum: The private placement memorandum
relating to the Restricted Junior Certificates dated December 22, 1998.
Prohibited Transaction Exemption: U.S. Department of Labor
Prohibited Transaction Exemption 89-90, 54 Fed. Reg. 42597, 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 Remittance Rate for such Mortgage Loan.
QIB: A "qualified institutional buyer" as defined in Rule 144A
under the Securities Act of 1933, as amended.
Rating Agency: Any statistical credit rating agency, or its
successor, that rated any of the Certificates at the request of the
Company at the time of the initial issuance of the Certificates. If
such agency or a successor is no longer in existence, "Rating Agency"
shall be such statistical credit rating agency, or other comparable
Person, designated by the Company, notice of which designation shall be
given to the Trustee. References herein to the two highest long-term
rating categories of a Rating Agency shall mean such ratings without
any modifiers. As of the date of the initial issuance of the
Certificates, the Rating Agencies are Fitch and S&P; except that for
purposes of the Junior Certificates, other than the Class B5
Certificates, S&P shall be the sole Rating Agency. The Class B5
Certificates are issued without ratings.
Realized Loss: Any (i) Deficient Valuation or (ii) as to any
Liquidated Mortgage Loan, (x) the unpaid principal balance of such
Liquidated Mortgage Loan plus accrued and unpaid interest thereon at
the Net Mortgage Rate through the last day of the month of such
liquidation less (y) the related Liquidation Proceeds and Insurance
Proceeds (as reduced by the related Liquidation Expenses).
Record Date: The last Business Day of the month immediately
preceding the month of the related Distribution Date.
Reference Banks: As defined in Section 5.08.
Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940,
as amended.
Relief Act Mortgage Loan: Any Mortgage Loan as to which the
Monthly Payment thereof has been reduced due to the application of the
Relief Act.
REMIC: A "real estate mortgage investment conduit" within the
meaning of section 860D of the Code.
REMIC Provisions: Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at
sections 860A through 860G of Part IV of Subchapter M of Chapter 1 of
the Code, and related provisions, and U.S. Office of the Treasury
temporary or final regulations promulgated thereunder, as the foregoing
may be in effect from time to time, as well as provisions of applicable
state laws.
Remittance Rate: With respect to any Mortgage Loan, the related
Mortgage Rate less the sum of the applicable Base Servicing Fee Rate
and the Supplemental Servicing Fee Rate.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated
Mortgage Loan and as to which the related Mortgaged Property is held as
part of the Trust Fund.
REO Proceeds: Proceeds, net of any related expenses of the
Company, received in respect of any REO Mortgage Loan (including,
without limitation, proceeds from the rental of the related Mortgaged
Property).
Required Surety Payment: With respect to any Pledged Asset
Mortgage Loan that becomes a Liquidated Mortgage Loan, the lesser of
(i) the principal portion of the Realized Loss with respect to such
Mortgage Loan and (ii) the excess, if any, of (a) the amount of
Additional Collateral required at origination with respect to such
Mortgage Loan which is covered by the Surety Bond over (b) the net
proceeds realized by MLCC from the liquidation of the related
Additional Collateral.
Reserve Fund: None.
Reserve Interest Rate: As defined in Section 5.08.
Residual Certificate: Any Class R Certificate.
Responsible Officer: When used with respect to the Trustee, any
officer or assistant officer assigned to and working in the Corporate
Trust Department of the Trustee and, also, with respect to a particular
matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular
subject.
Restricted Certificate: Any Restricted Junior Certificate or Class
PO Certificate.
Restricted Junior Certificate: Any Class B3, Class B4 or Class B5
Certificate.
S&P: Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., and its successors.
SAIF: The Savings Association Insurance Fund of the FDIC, or its
successor in interest.
Scheduled Balance: As to any Distribution Date and any Class of
Scheduled Certificates and any Scheduled Component, the balance
designated as such for such Distribution Date and such Class or
Component as set forth in the Principal Balance Schedules.
Scheduled Certificate: None.
Scheduled Component: None.
Scheduled Principal Balance: As to any Mortgage Loan and
Distribution Date, the principal balance of such Mortgage Loan as of
the Due Date in the month next preceding the month of such Distribution
Date (or, if so specified, such other date) as specified in the
amortization schedule at the time relating to such Mortgage Loan
(before any adjustment to such amortization schedule by reason of any
bankruptcy or similar proceeding or any moratorium or similar waiver or
grace period) after giving effect to any previous Principal
Prepayments, Deficient Valuations incurred subsequent to the Bankruptcy
Coverage Termination Date, adjustments due to the application of the
Relief Act and the payment of principal due on such Due Date,
irrespective of any delinquency in payment by the related Mortgagor. As
to any Mortgage Loan and the Cut-off Date, the "unpaid balance" thereof
specified in the initial Mortgage Loan Schedule.
Security Agreement: With respect to a Cooperative Loan, the
agreement creating a security interest in favor of the originator in
the related Cooperative Stock and Proprietary Lease.
Senior Certificate: Any Certificate other than a Junior
Certificate.
Senior Certificate Principal Balance: As of any Distribution Date,
an amount equal to the sum of the Certificate Principal Balances of the
Senior Certificates (other than any Class PO Certificates).
Senior Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of:
(i) the Senior Percentage of the applicable Non-PO
Percentage of the principal portion of each Monthly Payment due on the
related Due Date on each Outstanding Mortgage Loan as of such Due Date
as specified in the amortization schedule at the time applicable
thereto (after adjustments for previous Principal Prepayments and the
principal portion of Debt Service Reductions subsequent to the
Bankruptcy Coverage Termination Date but before any adjustment to such
amortization schedule by reason of any bankruptcy (except as aforesaid)
or similar proceeding or any moratorium or similar waiver or grace
period);
(ii) the Senior Prepayment Percentage of the applicable
Non-PO Percentage of all principal prepayments in part received during
the related Prepayment Period, together with the Senior Prepayment
Percentage of the applicable Non-PO Percentage of the Scheduled
Principal Balance of each Mortgage Loan which was the subject of a
Voluntary Principal Prepayment in full during the related Prepayment
Period;
(iii) the lesser of (x) the Senior Percentage of the
applicable Non-PO Percentage of the sum of (A) the Scheduled Principal
Balance of each Mortgage Loan that became a Liquidated Mortgage Loan
(other than Mortgage Loans described in clause (B)) during the related
Prepayment Period and (B) the Scheduled Principal Balance of each
Mortgage Loan that was purchased by an insurer from the Trustee during
the related Prepayment Period pursuant to the related Primary Insurance
Policy, as reduced in each case by the Senior Percentage of the
applicable Non-PO Percentage of the principal portion of any Excess
Losses (other than Excess Bankruptcy Losses attributable to Debt
Service Reductions), and (y) the Senior Prepayment Percentage of the
applicable Non-PO Percentage of the sum of (A) all Net Liquidation
Proceeds allocable to principal received in respect of each such
Liquidated Mortgage Loan (other than Mortgage Loans described in clause
(B)) and (B) the principal balance of each such Mortgage Loan purchased
by an insurer from the Trustee pursuant to the related Primary
Insurance Policy, in each case during the related Prepayment Period;
(iv) the Senior Prepayment Percentage of the applicable
Non-PO Percentage of the Scheduled Principal Balance of each Mortgage
Loan which was purchased on such Distribution Date pursuant to Section
2.02, 2.03(a) or 3.16; and
(v) the Senior Prepayment Percentage of the applicable
Non-PO Percentage of the Substitution Amount for any Mortgage Loan
substituted during the month of such Distribution Date.
For purposes of clause (ii) above, a Voluntary Principal
Prepayment in full with respect to a Mortgage Loan serviced by a
Primary Servicer shall be deemed to have been received when the
Company, as servicer, receives notice thereof.
Senior Percentage: As to any Distribution Date, the lesser of (i)
100% and (ii) the percentage (carried to ten places rounded up)
obtained by dividing the Senior Certificate Principal Balance
immediately prior to such Distribution Date by an amount equal to the
sum of the Certificate Principal Balances of all the Certificates other
than any Class PO Certificates immediately prior to such Distribution
Date.
Senior Prepayment Percentage: For any Distribution Date occurring
prior to the fifth anniversary of the first Distribution Date, 100%.
For any Distribution Date occurring on or after the fifth anniversary
of the first Distribution Date, an amount as follows:
(i) for any Distribution Date subsequent to December 2003
to and including the Distribution Date in December 2004, the Senior
Percentage for such Distribution Date plus 70% of the Junior Percentage
for such Distribution Date;
(ii) for any Distribution Date subsequent to December 2004
to and including the Distribution Date in December 2005, the Senior
Percentage for such Distribution Date plus 60% of the Junior Percentage
for such Distribution Date;
(iii) for any Distribution Date subsequent to December 2005
to and including the Distribution Date in December 2006, the Senior
Percentage for such Distribution Date plus 40% of the Junior Percentage
for such Distribution Date;
(iv) for any Distribution Date subsequent to December 2006
to and including the Distribution Date in December 2007, the Senior
Percentage for such Distribution Date plus 20% of the Junior Percentage
for such Distribution Date; and
(v) for any Distribution Date thereafter, the Senior
Percentage for such Distribution Date.
Notwithstanding the foregoing, if on any Distribution Date the
Senior Percentage exceeds the Senior Percentage as of the Closing Date,
the Senior Prepayment Percentage for such Distribution Date will equal
100%.
In addition, notwithstanding the foregoing, no reduction of the
Senior Prepayment Percentage below the level in effect for the most
recent prior period as set forth in clauses (i) through (iv) above
shall be effective on any Distribution Date unless at least one of the
following two tests is satisfied:
Test I: If, as of the last day of the month preceding such
Distribution Date, (i) the aggregate Scheduled Principal Balance of
Mortgage Loans delinquent 60 days or more (including for this purpose
any Mortgage Loans in foreclosure and REO Mortgage Loans) as a
percentage of the aggregate Class Certificate Principal Balance of the
Junior Certificates as of such date, does not exceed 50%, and (ii)
cumulative Realized Losses with respect to the Mortgage Loans do not
exceed (a) 30% of the aggregate Class Certificate Principal Balance of
the Junior Certificates as of the Closing Date (the "Original
Subordinate Principal Balance") if such Distribution Date occurs
between and including January 2004 and December 2004, (b) 35% of the
Original Subordinate Principal Balance if such Distribution Date occurs
between and including January 2005 and December 2005, (c) 40% of the
Original Subordinate Principal Balance if such Distribution Date occurs
between and including January 2006 and December 2006, (d) 45% of the
Original Subordinate Principal Balance if such Distribution Date occurs
between and including January 2007 and December 2007 and (e) 50% of the
Original Subordinate Principal Balance if such Distribution Date occurs
during or after January 2008; or
Test II: If, as of the last day of the month preceding such
Distribution Date, (i) the aggregate Scheduled Principal Balance of
Mortgage Loans delinquent 60 days or more (including for this purpose
any Mortgage Loans in foreclosure and REO Mortgage Loans) averaged over
the last three months, as a percentage of the aggregate Scheduled
Principal Balance of Mortgage Loans averaged over the last three
months, does not exceed 4%, and (ii) cumulative Realized Losses with
respect to the Mortgage Loans do not exceed (a) 10% of the Original
Subordinate Principal Balance if such Distribution Date occurs between
and including January 2004 and December 2004, (b) 15% of the Original
Subordinate Principal Balance if such Distribution Date occurs between
and including January 2005 and December 2005, (c) 20% of the Original
Subordinate Principal Balance if such Distribution Date occurs between
and including January 2006 and December 2006, (d) 25% of the Original
Subordinate Principal Balance if such Distribution Date occurs between
and including January 2007 and December 2007, and (e) 30% of the
Original Subordinate Principal Balance if such Distribution Date occurs
during or after January 2008.
Servicer's Certificate: A certificate, completed by and executed
on behalf of the Company by a Servicing Officer in accordance with
Section 4.06, substantially in the form of Exhibit D hereto or in such
other form as the Company and the Trustee shall agree.
Servicing Fee: As to any Mortgage Loan and Distribution Date, the
sum of (a) the Base Servicing Fee and (b) the Supplemental Servicing
Fee.
Servicing Officer: Any officer of the Company involved in, or
responsible for, the administration and servicing of the Mortgage Loans
whose name appears on a list of servicing officers attached to an
Officer's Certificate furnished to the Trustee by the Company, as such
list may from time to time be amended.
Single Certificate: A Certificate with an Initial Certificate
Principal Balance, or initial Notional Principal Balance, of $1,000 or,
in the case of a Class of Certificates issued with an initial Class
Certificate Principal Balance or initial Notional Principal Balance of
less than $1,000, such lesser amount.
Special 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 $2,200,000 minus the sum of (i) the aggregate amount of
Special Hazard Losses that would have been allocated to the Junior
Certificates in accordance with Section 4.03 in the absence of the Loss
Allocation Limitation and (ii) the Adjustment Amount (as defined below)
as most recently calculated. On each anniversary of the Cut-off Date,
the "Adjustment Amount" shall be equal to the amount, if any, by which
the amount calculated in accordance with the preceding sentence
(without giving effect to the deduction of the Adjustment Amount for
such anniversary) exceeds the lesser of (x) the greater of (A) the
product of the Special Hazard Percentage for such anniversary
multiplied by the outstanding principal balance of all the Mortgage
Loans on the Distribution Date immediately preceding such anniversary
and (B) twice the outstanding principal balance of the Mortgage Loan
which has the largest outstanding principal balance on the Distribution
Date immediately preceding such anniversary, and (y) an amount
calculated by the Company and approved by each Rating Agency, which
amount shall not be less than $500,000.
Special Hazard Percentage: As of each anniversary of the Cut-off
Date, the greater of (i) 1.00% and (ii) the largest percentage obtained
by dividing (x) the aggregate outstanding principal balance (as of the
immediately preceding Distribution Date) of the Mortgage Loans secured
by Mortgaged Properties located in a single, five-digit zip code area
in the State of California by (y) the outstanding principal balance of
all the Mortgage Loans as of the immediately preceding Distribution
Date.
Special Hazard Termination Date: The Distribution Date upon which
the Special Hazard Loss Amount has been reduced to zero or a negative
number (or the Cross-Over Date, if earlier).
Specified Component: None.
Startup Day: As defined in Section 2.05(b).
Subordinate Certificates: As to any date of determination, first,
the Class B5 Certificates until the Class Certificate Principal Balance
thereof has been reduced to zero; second, the Class B4 Certificates
until the Class Certificate Principal Balance thereof has been reduced
to zero; third, the Class B3 Certificates until the Class Certificate
Principal Balance thereof has been reduced to zero; fourth, the Class
B2 Certificates until the Class Certificate Principal Balance thereof
has been reduced to zero; fifth, the Class B1 Certificates until the
Class Certificate Principal Balance thereof has been reduced to zero;
and sixth, the Class M Certificates until the Class Certificate
Principal Balance thereof has been reduced to zero.
Subordinate Certificate Writedown Amount: As to any Distribution
Date, first, any amount distributed to the Class PO Certificates on
such Distribution Date pursuant to Section 4.01(a)(iv) and second,
after giving effect to the application of clause first above, the
amount by which (i) the sum of the Class Certificate Principal Balances
of all the Certificates (after giving effect to the distribution of
principal and the application of Realized Losses in reduction of the
Certificate Principal Balances of the related Certificates on such
Distribution Date) exceeds (ii) the Pool Scheduled Principal Balance on
the first day of the month of such Distribution Date less any Deficient
Valuations occurring on or prior to the Bankruptcy Coverage Termination
Date.
Substitution Amount: With respect to any Mortgage Loan substituted
pursuant to Section 2.03(b), the excess of (x) the Scheduled Principal
Balance of the Mortgage Loan that is substituted for, over (y) the
Scheduled Principal Balance of the related substitute Mortgage Loan,
each balance being determined as of the date of substitution.
Supplemental Servicing Fee: As to any Mortgage Loan and
Distribution Date, an amount equal to the product of (i) the Scheduled
Principal Balance of such Mortgage Loan as of the Due Date in the
preceding calendar month and (ii) the Supplemental Servicing Fee Rate
for such Mortgage Loan. The Supplemental Servicing Fee for any
Distribution Date shall be reduced by its allocable share of Interest
Shortfalls (as provided in the definition thereof) and any Interest
Losses (in accordance with Section 3.08(d)).
Supplemental Servicing Fee Rate: As to any Mortgage Loan and
Distribution Date, a fixed rate per annum equal to the excess, if any,
of the Net Mortgage Rate thereof over 6.25%.
Surety: Ambac Assurance Corporation, or its successors in
interest.
Surety Bond: The Limited Purpose Surety Bond (Policy No.
AB0039BE), dated February 28, 1996, issued by the Surety for the
benefit of certain beneficiaries, including the Trustee for the benefit
of the Holders of the Certificates, but only to the extent that such
Limited Purpose Surety Bond covers any Pledged Asset Mortgage Loans.
TAC Balance: As to any Distribution Date and any Class of TAC
Certificates and any TAC Component, the balance designated as such for
such Distribution Date and such Class or Component as set forth in the
Principal Balance Schedules attached as Exhibit B hereto.
TAC Certificates: None.
TAC Component: None.
Trigger Event: Any one or more of the following: (i) if the
Company is not a wholly-owned direct or indirect subsidiary of General
Electric Company or if General Electric Capital Corporation shall not
own (directly or indirectly) at least two-thirds of the voting shares
of the capital stock of the Company, (ii) if the long-term senior
unsecured rating of General Electric Capital Corporation is downgraded
or withdrawn by Fitch or S&P below their two highest rating categories,
(iii) if General Electric Capital Corporation is no longer obligated
pursuant to the terms of the support agreement, dated as of October 1,
1990, between General Electric Capital Corporation and the Company, to
maintain the Company's net worth or liquidity (as such terms are
defined therein) at the levels specified therein, or if such support
agreement, including any amendment thereto, has been breached,
terminated or otherwise held to be unenforceable and (iv) if such
support agreement, including any amendment thereto, is amended or
modified.
Trust Fund: The corpus of the trust created by this Agreement
evidenced by the Certificates and consisting of:
(i) the Mortgage Loans;
(ii) all payments on or collections in respect of such
Mortgage Loans, except as otherwise described in the first paragraph of
Section 2.01, including the proceeds from the liquidation of any
Additional Collateral for any Pledged Asset Mortgage Loan;
(iii) the obligation of the Company to deposit in the
Certificate Account the amounts required by Sections 3.02(d), 3.02(e)
and 4.04(a), and the obligation of the Trustee to deposit in the
Certificate Account any amount required pursuant to Section 4.04(b);
(iv) the obligation of the Company to purchase or replace
any Defective Mortgage Loan pursuant to Section 2.02 or 2.03;
(v) all property acquired by foreclosure or deed in lieu of
foreclosure with respect to any REO Mortgage Loan;
(vi) the proceeds of the Primary Insurance Policies, if
any, and the hazard insurance policies required by Section 3.06, in
each case, in respect of the Mortgage Loans, and the Company's interest
in the Surety Bond transferred to the Trustee pursuant to Section 2.01;
(vii) the Certificate Account established pursuant to
Section 3.02(d);
(viii) the Eligible Account or Accounts, if any,
established pursuant to Section 3.02(e);
(ix) any collateral funds established to secure the
obligations of the Holder of the Class B4 and Class B5 Certificates,
respectively, under any agreements entered into between such holder and
the Company pursuant to Section 3.08(e) (which collateral funds will
not constitute a part of any REMIC established hereunder); and
(x) all rights of the Company as assignee under any
security agreements, pledge agreements or guarantees relating to the
Additional Collateral supporting any Pledged Asset Mortgage Loan.
(which rights will not constitute a part of any REMIC established
hereunder).
Trustee: The institution executing this Agreement as Trustee, or
its successor in interest, or if any successor trustee is appointed as
herein provided, then such successor trustee so appointed.
Unanticipated Recovery: As defined in Section 4.01(f) herein.
Uninsured Cause: Any cause of damage to property subject to a
Mortgage such that the complete restoration of the property is not
fully reimbursable by the hazard insurance policies required to be
maintained pursuant to Section 3.06.
Unpaid Class Interest Shortfall: As to any Distribution Date and
any Class of Certificates (other than any Class of Principal Only
Certificates and any Class consisting of Specified Components) or any
Specified Component (other than any Principal Only Component), the
amount, if any, by which the aggregate of the Class Interest Shortfalls
for such Class or in respect of such Specified Component for prior
Distribution Dates is in excess of the aggregate amounts distributed on
prior Distribution Dates to Holders of such Class of Certificates or in
respect of such Specified Component (or added to the Class Certificate
Principal Balance of any Class of Accrual Certificates, or to the
Component Principal Balance of any Accrual Component constituting a
Specified Component) pursuant to Section 4.01(a)(ii), in the case of
the Senior Certificates (other than any Class of Principal Only
Certificates) and any Specified Component thereof (other than any
Principal Only Component), Section 4.01(a)(vi), in the case of the
Class M Certificates, Section 4.01(a)(ix), in the case of the Class B1
Certificates, Section 4.01(a)(xii), in the case of the Class B2
Certificates, Section 4.01(a)(xv), in the case of the Class B3
Certificates, Section 4.01(a)(xviii), in the case of the Class B4
Certificates, and Section 4.01(a)(xxi), in the case of the Class B5
Certificates. As to any Class of Certificates consisting of Specified
Components and any Distribution Date, the sum of the Unpaid Class
Interest Shortfalls for the Specified Components thereof on such date.
Voluntary Principal Prepayment: With respect to any Distribution
Date, any prepayment of principal received from the related Mortgagor
on a Mortgage Loan.
Voting Rights: The portion of the voting rights of all the
Certificates that is allocated to any Certificate for purposes of the
voting provisions of Section 10.01. At all times during the term of
this Agreement, 100% of all Voting Rights shall be allocated among the
Classes of Certificates (and among the Certificates within each Class
of Certificates) in proportion to their Class Certificate Principal
Balances or Certificate Principal Balances, as the case may be.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans. (a) The Company, concurrently
with the execution and delivery of this Agreement, does hereby transfer, assign,
set-over and otherwise convey to the Trustee without recourse (except as
provided herein) all the right, title and interest of the Company in and to the
Mortgage Loans, including all interest and principal received by the Company on
or with respect to the Mortgage Loans (other than payments of principal and
interest due and payable on the Mortgage Loans on or before, and all Principal
Prepayments received before, the Cut-off Date).
The Company acknowledges it has sold all right, title and interest in and
to the Mortgage Loans to the Trustee to the extent provided above and that
retention of record title of Mortgages (subject to Section 2.01(d) of this
Agreement) is for convenience only and that the Company holds record title
solely as custodian for the Trustee for benefit of the Certificateholders. The
Company agrees that it will take no action inconsistent with ownership of the
Mortgage Loans by the Trustee and will not deliver any instrument of
satisfaction or conveyance with respect to a Mortgage or a Mortgage Loan, or
convey or purport to convey any interest in a Mortgage Loan, except in
accordance with the terms and the intent of this Agreement.
In addition, with respect to any Pledged Asset Mortgage Loan, the Company
does hereby transfer, assign, set-over and otherwise convey to the Trustee
without recourse (except as provided herein) (i) its rights as assignee under
any security agreements, pledge agreements or guarantees relating to the
Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its
security interest in and to any Additional Collateral, (iii) its right to
receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the
Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary
under the Surety Bond in respect of any Pledged Asset Mortgage Loan.
(b) In connection with such transfer and assignment, the Company does
hereby deliver to the Trustee the following documents or instruments with
respect to:
(1) Each Mortgage Loan (other than any Cooperative Loan or
Designated Loan) so transferred and assigned:
(i) The Mortgage Note, endorsed without recourse in
blank by the Company, including all intervening endorsements
showing a complete chain of endorsement from the originator to
the Company; provided, however, that if such Mortgage Note is
a Confirmatory Mortgage Note, such Confirmatory Mortgage Note
may be payable directly to the Company or may show a complete
chain of endorsement from the named payee to the Company;
(ii) Any assumption and modification agreement;
(iii) An assignment in recordable form (which may be
included in a blanket assignment or assignments) of the
Mortgage to the Trustee; and
(2) Each Cooperative Loan (other than a Designated Loan) so
transferred and assigned:
(i) The Mortgage Note, endorsed without recourse in
blank by the Company and showing an unbroken chain of
endorsements from the originator to the Company; provided,
however, that if such Mortgage Note is a Confirmatory Mortgage
Note, such Confirmatory Mortgage Note may be payable directly
to the Company or may show a complete chain of endorsement
from the named payee to the Company;
(ii) A counterpart of the Proprietary Lease and the
Assignment of Proprietary Lease executed in blank or to the
originator of the Cooperative Loan;
(iii) The related Cooperative Stock Certificate,
together with an undated stock power (or other similar
instrument) executed in blank;
(iv) A counterpart of the recognition agreement by
the Cooperative of the interests of the mortgagee with respect
to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing
statement, and any continuation statements, filed by the
originator of such Cooperative Loan as secured party, each
with evidence of recording thereof, evidencing the interest of
the originator in the Cooperative Stock and the Proprietary
Lease;
(vii) If applicable, copies of the UCC-3 assignments
of the security interest described in clause (vi) above, sent
to the appropriate public office for filing, showing an
unbroken chain of title from the originator to the Company,
evidencing the security interest of the originator in the
Cooperative Stock and the Proprietary Lease;
(viii) An executed assignment (which may be a blanket
assignment for all Cooperative Loans) of the interest of the
Company in the Security Agreement, Assignment of Proprietary
Lease and the recognition agreement described in clause (iv)
above, showing an unbroken chain of title from the originator
to the Trustee; and
(ix) A UCC-3 assignment from the Company to the
Trustee of the security interest described in clause (vi)
above, in form suitable for filing, otherwise complete except
for filing information regarding the original UCC-1 if
unavailable (which may be included in a blanket assignment to
the Trustee).
In instances where a completed assignment of the Mortgage in recordable
form cannot be delivered by the Company to the Trustee in accordance with
Section 2.01(b)(1)(iii) prior to or concurrently with the execution and delivery
of this Agreement, due to a delay in connection with recording of the Mortgage,
the Company may, in lieu of delivering the completed assignment in recordable
form, deliver to the Trustee the assignment in such form, otherwise complete
except for recording information.
(3) With respect to each Designated Loan, the Company does
hereby deliver to the Trustee the Designated Loan Closing Documents.
(c) In connection with each Mortgage Loan transferred and assigned to
the Trustee, the Company shall deliver to the Trustee the following documents or
instruments as promptly as practicable, but in any event within 30 days, after
receipt by the Company of all such documents and instruments for all of the
outstanding Mortgage Loans:
(i) the Mortgage with evidence of recording indicated
thereon (other than with respect to a Cooperative Loan);
(ii) a copy of the title insurance policy (other than
with respect to a Cooperative Loan);
(iii) with respect to any Mortgage that has been
assigned to the Company, the related recorded intervening
assignment or assignments of Mortgage, showing a complete
chain of assignment from the originator to the Company (other
than with respect to a Cooperative Loan); and
(iv) with respect to any Cooperative Loan that has
been assigned to the Company, the related filed intervening
UCC-3 financing statements (not previously delivered pursuant
to Section 2.01(b)(2)(vii)), showing a complete chain of
assignment from the named originator to the Company.
Pending such delivery, the Company shall retain in its files (a) copies of the
documents described in clauses (i) and (iii) of the preceding sentence, without
evidence of recording thereon, and (b) title insurance binders with respect to
the Mortgage Loans (other than with respect to a Cooperative Loan). The Company
shall also retain in its files evidence of any primary mortgage insurance
relating to the Mortgage Loans during the period when the related insurance is
in force. Such evidence shall consist, for each Mortgage Loan, of a certificate
of private mortgage insurance relating to such Mortgage Loan or an electronic
screen print setting forth the information contained in such certificate of
private mortgage insurance, including, without limitation, information relating
to the name of the mortgage insurance carrier, the certificate number, the loan
amount, the property address, the effective date of coverage, the amount of
coverage and the expiration date of the policy. (The copies of the Mortgage,
intervening assignments of Mortgage, if any, title insurance binder and the
Primary Insurance Policy, if any, described in the second and third preceding
sentences are collectively referred to herein as the "Document File" with
respect to each Mortgage Loan.) The Company shall advise the Trustee in writing
if such delivery to the Trustee shall not have occurred on or before the first
anniversary of the Closing Date. The Company shall promptly furnish to the
Trustee the documents included in the Document Files (other than any such
documents previously delivered to the Trustee as originals or copies) either (a)
upon the written request of the Trustee or (b) when the Company or the Trustee
obtains actual notice or knowledge of a Trigger Event. The Trustee shall have no
obligation to request delivery of the Document Files unless a Responsible
Officer of the Trustee has actual notice or knowledge of the occurrence of a
Trigger Event.
In the case of Mortgage Loans which have been prepaid in full after the
Cut-off Date and prior to the date of execution and delivery of this Agreement,
the Company, in lieu of delivering the above documents to the Trustee, herewith
delivers to the Trustee a certification of a Servicing Officer of the nature set
forth in Section 3.09.
(d) The Company shall not be required to record the assignments of the
Mortgages referred to in Section 2.01(b)(1)(iii) or file the UCC-3 assignments
referred to in Section 2.01(b)(2)(ix) to the Trustee unless the Company or the
Trustee obtains actual notice or knowledge of the occurrence of any Trigger
Event; provided, however, that such recording or filing shall not be required if
the Company delivers to the Trustee a letter from each Rating Agency to the
effect that the failure to take such action will not cause such Rating Agency to
reduce or withdraw its then current ratings of the Certificates. The party
obtaining actual notice or knowledge of any of such events shall give the other
party prompt written notice thereof. For purposes of the foregoing (as well as
for purposes of determining whether the Company shall be required to deliver the
Document Files to the Trustee following the occurrence of a Trigger Event), the
Company shall be deemed to have knowledge of any such downgrading referred to in
the definition of Trigger Event if, in the exercise of reasonable diligence, the
Company has or should have had knowledge thereof. As promptly as practicable
subsequent to the Company's delivery or receipt of such written notice, as the
case may be, the Company shall insert the recording or filing information in the
assignments of the Mortgages or UCC-3 assignments to the Trustee and shall cause
the same to be recorded or filed, at the Company's expense, in the appropriate
public office for real property records or UCC financing statements, except that
the Company need not cause to be so completed and recorded any assignment of
mortgage which relates to a Mortgage Loan secured by property in a jurisdiction
under the laws of which, on the basis of an Opinion of Counsel reasonably
satisfactory to the Trustee and satisfactory to each Rating Agency (as evidenced
in writing), recordation of such assignment is not necessary to protect the
Trustee against discharge of such Mortgage Loan by the Company or any valid
assertion that any Person other than the Trustee has title to or any rights in
such Mortgage Loan. In the event that the Company fails or refuses to record or
file the assignment of Mortgages or UCC-3 financing statement in the
circumstances provided above, the Trustee shall record or cause to be recorded
or filed such assignment or UCC-3 financing statement at the expense of the
Company. In connection with any such recording or filing, the Company shall
furnish such documents as may be reasonably necessary to accomplish such
recording or filing. Notwithstanding the foregoing, at any time the Company may
record or file, or cause to be recorded or filed, the assignments of Mortgages
or UCC-3 financing statement at the expense of the Company.
Section 2.02. Acceptance by Trustee. Subject to the examination hereinafter
provided, the Trustee acknowledges receipt of the Mortgage Notes, the
assignments of the Mortgages to the Trustee, the assumption and modification
agreements, if any, the documents specified in Section 2.01(b)(2) (subject to
any permitted delayed delivery of the documents described in Section
2.01(c)(iv)), and the Designated Loan Closing Documents, if any, delivered
pursuant to Section 2.01, and declares that the Trustee holds and will hold such
documents and each other document delivered to it pursuant to Section 2.01 in
trust, upon the trusts herein set forth, for the use and benefit of all present
and future Certificateholders. The Trustee agrees, for the benefit of
Certificateholders, to review each Mortgage File within 45 days after (i) the
execution and delivery of this Agreement, in the case of the Mortgage Notes, the
assignments of the Mortgages to the Trustee, the assumption and modification
agreements, if any, the documents specified in Section 2.01(b)(2) (subject to
any permitted delayed delivery of the documents described in Section
2.01(c)(iv)), and the Designated Loan Closing Documents, if any, (ii) delivery
to the Trustee after the Closing Date of the Mortgage Notes and the assumption
and modification agreements, if any, with respect to each Designated Loan, and
(iii) delivery of the recorded Mortgages, title insurance policies, recorded
intervening assignments of Mortgage, if any, and filed intervening UCC-3
financing statements, if any, with respect to any Cooperative Loan to ascertain
that all required documents set forth in Section 2.01 have been executed,
received and recorded, if applicable, and that such documents relate to the
Mortgage Loans identified in Exhibit C hereto. In performing such examination,
the Trustee may conclusively assume the due execution and genuineness of any
such document and the genuineness of any signature thereon. It is understood
that the scope of the Trustee's examination of the Mortgage Files is limited
solely to confirming, after receipt of the documents listed in Section 2.01,
that such documents have been executed, received and recorded, if applicable,
and relate to the Mortgage Loans identified in Exhibit C to this Agreement. If
in the course of such review the Trustee finds (1) that any document required to
be delivered as aforesaid has not been delivered, or (2) any such document has
been mutilated, defaced or physically altered without the borrower's
authorization or approval, or (3) based upon its examination of such documents,
the information with respect to any Mortgage Loan set forth on Exhibit C is not
accurate, the Trustee shall promptly so notify the Company in writing, which
shall have a period of 60 days after receipt of such notice to correct or cure
any such defect. The Company hereby covenants and agrees that, if any such
material defect cannot be corrected or cured, the Company will on a Distribution
Date which is not later than the first Distribution Date which is more than ten
days after the end of such 60-day period repurchase the related Mortgage Loan
from the Trustee at the Purchase Price therefor or replace such Mortgage Loan
pursuant to Section 2.03(b); provided, however, that if the defect (or breach
pursuant to Section 2.03(a)) is one that, had it been discovered before the
Startup Day, would have prevented the Mortgage Loan from being a "qualified
mortgage" within the meaning of the REMIC Provisions, such defect or breach
shall be cured, or the related Mortgage Loan shall be repurchased or replaced,
on a Distribution Date which falls within 90 days of the date of discovery of
such defect or breach. The Purchase Price for the repurchased Mortgage Loan, or
any amount required in respect of a substitution pursuant to Section 2.03(b),
shall be deposited by the Company in the Certificate Account pursuant to Section
3.02(d) on the Business Day prior to the applicable Distribution Date and, upon
receipt by the Trustee of written notification of such deposit signed by a
Servicing Officer, the Trustee shall release or cause to be released to the
Company the related Mortgage File and shall execute and deliver or cause to be
executed and delivered such instruments of transfer or assignment, in each case
without recourse, as shall be necessary to vest in the Company any Mortgage Loan
released pursuant hereto. It is understood and agreed that the obligation of the
Company to repurchase or replace any Mortgage Loan as to which a material defect
in a constituent document exists shall constitute the sole remedy respecting
such defect available to Certificateholders or the Trustee on behalf of
Certificateholders.
Upon receipt by the Trustee of the Mortgage Note with respect to a
Designated Loan that is not defective in accordance with the fifth sentence of
the preceding paragraph, the related Lost Note Affidavit delivered pursuant to
Section 2.01 shall be void and the Trustee shall return it to the Company.
Section 2.03. Representations and Warranties of the Company; Mortgage Loan
Repurchase. (a) The Company hereby represents and warrants to the Trustee that:
(i) The information set forth in Exhibit C hereto was
true and correct in all material respects at the date or dates
respecting which such information is furnished;
(ii) As of the date of the initial issuance of the
Certificates, other than with respect to Cooperative Loans,
each Mortgage is a valid and enforceable first lien on the
property securing the related Mortgage Note subject only to
(a) the lien of current real property taxes and assessments,
(b) covenants, conditions and restrictions, rights of way,
easements and other matters of public record as of the date of
recording of such Mortgage, such exceptions appearing of
record being acceptable to mortgage lending institutions
generally in the area wherein the property subject to the
Mortgage is located or specifically reflected in the appraisal
obtained in connection with the origination of the related
Mortgage Loan obtained by the Company and (c) other matters to
which like properties are commonly subject which do not
materially interfere with the benefits of the security
intended to be provided by such Mortgage;
(iii) Immediately prior to the transfer and
assignment herein contemplated, the Company had good title to,
and was the sole owner of, each Mortgage Loan and all action
had been taken to obtain good record title to each related
Mortgage. Each Mortgage Loan has been transferred free and
clear of any liens, claims and encumbrances;
(iv) As of the date of the initial issuance of the
Certificates, no payment of principal of or interest on or in
respect of any Mortgage Loan is 30 or more days past due and
none of the Mortgage Loans have been past due 30 or more days
more than once during the preceding 12 months;
(v) As of the date of the initial issuance of the
Certificates, other than with respect to Cooperative Loans,
there is no mechanics' lien or claim for work, labor or
material affecting the premises subject to any Mortgage which
is or may be a lien prior to, or equal or coordinate with, the
lien of such Mortgage except those which are insured against
by the title insurance policy referred to in (x) below;
(vi) As of the date of the initial issuance of the
Certificates, other than with respect to Cooperative Loans,
there is no delinquent tax or assessment lien against the
property subject to any Mortgage;
(vii) As of the date of the initial issuance of the
Certificates, there is no valid offset, defense or
counterclaim to any Mortgage Note or Mortgage, including the
obligation of the Mortgagor to pay the unpaid principal and
interest on such Mortgage Note;
(viii) As of the date of the initial issuance of the
Certificates, the physical property subject to any Mortgage
(or, in the case of a Cooperative Loan, the related
Cooperative Apartment) is free of material damage and is in
good repair;
(ix) Each Mortgage Loan at the time it was made
complied in all material respects with applicable state and
federal laws, including, without limitation, usury, equal
credit opportunity and disclosure laws;
(x) Other than with respect to Cooperative Loans, a
lender's title insurance policy or binder, or other assurance
of title insurance customary in the relevant jurisdiction
therefor was issued on the date of the origination of each
Mortgage Loan and each such policy or binder is valid and
remains in full force and effect;
(xi) None of the Mortgage Loans constitute Pledged
Asset Mortgage Loans. The Loan-to-Value Ratio of each Mortgage
Loan was not more than 95.00%. As of the Cut-off Date, no more
than 3.50% of the Mortgage Loans by Scheduled Principal
Balance had Loan-to-Value Ratios of more than 80% and each
such Mortgage Loan 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;
(xii) Each Mortgage Note is payable on the first day
of each month in self-amortizing monthly installments of
principal and interest, with interest payable in arrears, over
an original term of not more than fifteen years. The Mortgage
Rate of each Mortgage Note of the related Mortgage Loan was
not less than 5.875% per annum and not greater than 9.750% per
annum. The Mortgage Rate of each Mortgage Note is fixed for
the life of the related Mortgage Loan;
(xiii) Other than with respect to Cooperative Loans,
the improvements on the Mortgaged Properties are insured
against loss under a hazard insurance policy with extended
coverage and conforming to the requirements of Section 3.06
hereof. As of the date of initial issuance of the
Certificates, all such insurance policies are in full force
and effect;
(xiv) As of the Cut-off Date, (i) no more than 12.00%
of the Mortgage Loans by Scheduled Principal Balance had a
Scheduled Principal Balance of more than $500,000 and up to
and including $750,000; (ii) no more than 1.75% of the
Mortgage Loans by Scheduled Principal Balance had a Scheduled
Principal Balance of more than $750,000 and up to and
including $1,000,000; and (iii) no more than 0.75% of the
Mortgage Loans by Scheduled Principal Balance had a Scheduled
Principal Balance of more than $1,000,000;
(xv) As of the Cut-off Date, no more than 1.00% of
the Mortgage Loans by Scheduled Principal Balance are secured
by Mortgaged Properties located in any one postal zip code
area;
(xvi) As of the Cut-off Date, at least 95.25% of the
Mortgage Loans by Scheduled Principal Balance are secured by
Mortgaged Properties determined by the Company to be the
primary residence of the Mortgagor. The basis for such
determination is the making of a representation by the
Mortgagor at origination that he or she intends to occupy the
underlying property;
(xvii) As of the Cut-off Date, at least 94.00% of the
Mortgage Loans by Scheduled Principal Balance are secured by
one-family detached residences;
(xviii) As of the Cut-off Date, no more than 3.75% of
the Mortgage Loans by Scheduled Principal Balance are secured
by condominiums and, as of the Cut-off Date, none of the
Mortgage Loans by Scheduled Principal Balance are secured by
two- to four-family residential properties. As to each
condominium or related Mortgage Loan, (a) the related
condominium is in a project that is on the FNMA or FHLMC
approved list, (b) the related condominium is in a project
that, upon submission of appropriate application, could be so
approved by either FNMA or FHLMC, (c) the related Mortgage
Loan meets the requirements for purchase by FNMA or FHLMC, (d)
the related Mortgage Loan is of the type that could be
approved for purchase by FNMA or FHLMC but for the principal
balance of the related Mortgage Loan or the pre-sale
requirements or (e) the related Mortgage Loan has been
approved by a nationally recognized mortgage pool insurance
company for coverage under a mortgage pool insurance policy
issued by such insurer. As of the Cut-off Date, no more than
0.50% of the Mortgage Loans by Scheduled Principal Balance are
secured by condominiums located in any one postal zip code
area;
(xix) Other than with respect to Cooperative Loans,
no Mortgage Loan is secured by a leasehold interest in the
related Mortgaged Property and each Mortgagor holds fee title
to the related Mortgaged Property;
(xx) As of the Cut-off Date, none of the Mortgage Loans
constituted Buydown Mortgage Loans;
(xxi) The original principal balances of the Mortgage
Loans range from $20,000.00 to $1,100,000.00;
(xxii) As of the Cut-off Date, no more than 2.75% of
the Mortgage Loans by Scheduled Principal Balance are secured
by second homes and no more than 1.75% of the Mortgage Loans
by Scheduled Principal Balance are secured by investor-owned
properties;
(xxiii) All appraisals have been prepared
substantially in accordance with the description contained
under the caption "The Trust Fund - The Mortgage Loans" in the
Company's prospectus dated October 22, 1998, accompanying the
Prospectus Supplement dated December 22, 1998, pursuant to
which certain Classes of the Certificates were publicly
offered;
(xxiv) No selection procedures, other than those
necessary to comply with the representations and warranties
set forth herein or the description of the Mortgage Loans made
in any disclosure document delivered to prospective investors
in the Certificates, have been utilized in selecting the
Mortgage Loans from the Company's portfolio which would be
adverse to the interests of the Certificateholders;
(xxv) Other than with respect to Cooperative Loans,
to the best of the Company's knowledge, at origination no
improvement located on or being part of a Mortgaged Property
was in violation of any applicable zoning and subdivision laws
and ordinances;
(xxvi) None of the Mortgage Loans is a temporary
construction loan. With respect to any Mortgaged Property
which constitutes new construction, the related construction
has been completed substantially in accordance with the
specifications therefor and any incomplete aspect of such
construction shall not be material or interfere with the
habitability or legal occupancy of the Mortgaged Property.
Mortgage Loan amounts sufficient to effect any such completion
are in escrow for release upon or in connection with such
completion or a performance bond or completion bond is in
place to provide funds for this purpose and such completion
shall be accomplished within 120 days after weather conditions
permit the commencement thereof;
(xxvii) As of the Closing Date, each Mortgage Loan is
a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code;
(xxviii) As of the Closing Date, the Company possesses
the Document File with respect to each Mortgage Loan, and,
other than with respect to Cooperative Loans, the related
Mortgages and intervening assignment or assignments of
Mortgages, if any, have been delivered to a title insurance
company for recording;
(xxix) As of the Cut-Off Date, none of the Mortgage
Loans are Cooperative Loans. With respect to each Cooperative
Loan:
(A) The Security Agreement creates a first
lien in the stock ownership and leasehold rights
associated with the related Cooperative Apartment;
(B) The lien created by the related Security
Agreement is a valid, enforceable and subsisting
first priority security interest in the related
Cooperative Stock securing the related Mortgage Note,
subject only to (a) liens of the Cooperative for
unpaid assessments representing the Mortgagor's pro
rata share of the Cooperative's payments for its
blanket mortgage, current and future real property
taxes, insurance premiums, maintenance fees and other
assessments to which like collateral is commonly
subject and (b) other matters to which like
collateral is commonly subject which do not
materially interfere with the benefits of the
security intended to be provided by the Security
Agreement. There are no liens against or security
interest in the Cooperative Stock relating to such
Cooperative Loan (except for unpaid maintenance,
assessments and other amounts owed to the related
Cooperative which individually or in the aggregate do
not have a material adverse effect on such
Cooperative Loan), which have priority over the
Trustee's security interest in such Cooperative
Stock;
(C) The Cooperative Stock that is pledged as
security for the Mortgage Loan is held by a person as
a "tenant-stockholder" within the meaning of section
216 of the Code, the related Cooperative that owns
title to the related cooperative apartment building
is a "cooperative housing corporation" within the
meaning of section 216 of the Code, and such
Cooperative is in material compliance with applicable
federal, state and local laws which, if not complied
with, could have a material adverse effect on the
Mortgaged Property; and
(D) There is no prohibition against pledging
the Cooperative Stock or assigning the Proprietary
Lease; and
(xxx) With respect to each Mortgage Loan identified
on Exhibit C as having been originated or acquired under the
Company's Enhanced Streamlined Refinance program, the value of
the related Mortgaged Property, as of the date of such
origination or acquisition under the Company's Enhanced
Streamlined Refinance program, is no less than the value
thereof established at the time the mortgage loan that is the
subject of the refinancing was originated.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(a) shall survive delivery of the respective Mortgage
Files to the Trustee. Upon discovery by either the Company or the Trustee of a
breach of any of the foregoing representations and warranties which materially
and adversely affects the interests of the Certificateholders in the related
Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other. Subject to the following sentence, within 60 days of its
discovery or its receipt of notice of breach, or, with the prior written consent
of a Responsible Officer of the Trustee, such longer period specified in such
consent, the Company shall cure such breach in all material respects or shall
repurchase such Mortgage Loan from the Trustee or replace such Mortgage Loan
pursuant to Section 2.03(b). Any such repurchase by the Company shall be
accomplished in the manner set forth in Section 2.02, subject to the proviso of
the third-to-last sentence thereof, and at the Purchase Price. It is understood
and agreed that the obligation of the Company to repurchase or replace any
Mortgage Loan as to which a breach occurred and is continuing shall constitute
the sole remedy respecting such breach available to Certificateholders or the
Trustee on behalf of Certificateholders and such obligation of the Company to
repurchase or replace any such Mortgage Loan shall not be assumed by any Person
which may succeed the Company as servicer hereunder, but shall continue as an
obligation of the Company. Notwithstanding the preceding sentence, if a breach
of the representation and warranty of the Company contained in Section
2.03(a)(ix) occurs as a result of a violation of the federal Truth in Lending
Act, 15 U.S.C. ss. 1601 et seq., as amended ("TILA") or any state truth in
lending or similar statute, and the Trustee or the Trust Fund is named as a
defendant in a TILA suit or a suit under any such statutes in respect of such
violation and liability in respect thereof is imposed upon the Trustee or the
Trust Fund as assignees of the related Mortgage Loan pursuant to Section 1641 of
TILA, or any analogous provision of any such statute, the Company shall
indemnify the Trustee and the Trust Fund from, and hold them harmless against,
any and all losses, liabilities, damages, claims or expenses (including
reasonable attorneys' fees) to which the Trustee and the Trust Fund, or either
of them, become subject pursuant to TILA or any such statute, insofar as such
losses, damages, claims or expenses (including reasonable attorneys' fees)
result from such violation. The Company's obligations under the preceding
sentence shall not impair or derogate from the Company's obligations to the
Trustee under Section 8.05.
(b) If the Company is required to repurchase any Mortgage Loan pursuant to
Section 2.02 or 2.03(a), the Company may, at its option, within the applicable
time period specified in such respective Sections, remove such Defective
Mortgage Loan from the terms of this Agreement and substitute one or more other
mortgage loans for such Defective Mortgage Loan, in lieu of repurchasing such
Defective Mortgage Loan, provided that no such substitution shall occur more
than two years after the Closing Date. Any substitute Mortgage Loan shall (a)
have a Scheduled Principal Balance (together with that of any other Mortgage
Loan substituted for the same Defective Mortgage Loan) as of the first
Distribution Date following the month of substitution not in excess of the
Scheduled Principal Balance of the Defective Mortgage Loan as of such date (the
amount of any difference, plus one month's interest thereon at the respective
Remittance Rate, to be deposited by the Company in the Certificate Account
pursuant to Section 2.02), (b) have a Mortgage Rate not less than, and not more
than one percentage point greater than, the Mortgage Rate of the Defective
Mortgage Loan, (c) have the same Net Mortgage Rate as the Defective Mortgage
Loan, (d) have a remaining term to stated maturity not later than, and not more
than one year less than, the remaining term to stated maturity of the Defective
Mortgage Loan, (e) be, in the reasonable determination of the Company, of the
same type, quality and character as the Defective Mortgage Loan as if the defect
or breach had not occurred, (f) have a ratio of its current principal amount to
its Original Value not greater than that of the removed Mortgage Loan and (g)
be, in the reasonable determination of the Company, in compliance with the
representations and warranties contained in Section 2.03(a) as of the date of
substitution.
The Company shall amend the Mortgage Loan Schedule to reflect the
withdrawal of any Defective Mortgage Loan and the substitution of a substitute
Mortgage Loan therefor. Upon such amendment the Company shall be deemed to have
made as to such substitute Mortgage Loan the representations and warranties set
forth in Section 2.03(a) as of the date of such substitution, which shall be
continuing as long as any Certificate shall be outstanding or this Agreement has
not been terminated, and the remedies for breach of any such representation or
warranty shall be as set forth in Section 2.03(a). Upon such amendment, the
Trustee shall review the Mortgage File delivered to it relating to the
substitute Mortgage Loan, within the time and in the manner and with the
remedies specified in Section 2.02, except that for purposes of this Section
2.03(b) (other than the two-year period specified in the first sentence of the
preceding paragraph of this Section 2.03(b)), such time shall be measured from
the date of the applicable substitution.
Section 2.04. Execution of Certificates. The Trustee has caused to be
executed, countersigned and delivered to or upon the order of the Company, in
exchange for the Mortgage Loans, the Certificates in authorized denominations
evidencing the entire ownership of the Trust Fund.
Section 2.05. Designations under the REMIC Provisions. (a) The Company
hereby designates the Classes of Certificates identified in Section 5.01(b),
other than the Residual Certificate, as "regular interests," and the Class R
Certificate as the single class of "residual interest," in the REMIC established
hereunder for purposes of the REMIC Provisions.
(b) The Closing Date will be the "Startup Day" for the REMIC established
hereunder for purposes of the REMIC Provisions.
(c) The "tax matters person" with respect to the REMIC established
hereunder for purposes of the REMIC Provisions shall be (i) the Company, if the
Company is the owner of a Class R Certificate, or (ii) in any other case, the
beneficial owner of the Class R Certificate having the largest Percentage
Interest of such Class; provided, however, that such largest beneficial owner
and, to the extent relevant, each other holder of a Class R Certificate, by its
acceptance thereof irrevocably appoints the Company as its agent and
attorney-in-fact to act as "tax matters person" with respect to the REMIC
established hereunder for purposes of the REMIC Provisions.
(d) The "latest possible maturity date" of the regular interests in the
REMIC established hereunder is the Latest Possible Maturity Date for purposes of
section 860G(a)(1) of the Code.
(e) In the event that the Servicing Fee exceeds the amount reasonable for
such services (within the meaning of Treasury Regulation 1.860D-1(b)(1)(ii)),
the portion or portions of such fee that can be measured as a fixed number of
basis points on some or all of the Mortgage Loans and can be treated as one or
more stripped coupons within the meaning of Treasury Regulation
1.860D-1(b)(2)(iii) shall be treated as such stripped coupons and shall not be
treated as a REMIC asset.
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Company to Act as Servicer. (a) It is intended that the REMIC
established hereunder shall constitute, and that the affairs of the REMIC shall
be conducted so as to qualify the Trust Fund (other than any collateral fund
established under the agreement referred to in Section 3.08(e)), as a "real
estate mortgage investment conduit" as defined in and in accordance with the
REMIC Provisions. In furtherance of such intention, the Company covenants and
agrees that it shall act as agent (and the Company is hereby appointed to act as
agent) on behalf of the Trust Fund and the Holders of the Residual Certificates
and that in such capacity it shall:
(i) prepare and file, or cause to be prepared and
filed, in a timely manner, a U.S. Real Estate Mortgage
Investment Conduit Income Tax Return (Form 1066) and prepare
and file or cause to be prepared and filed with the Internal
Revenue Service and applicable state or local tax authorities
income tax or information returns for each taxable year with
respect to the REMIC established hereunder, using the calendar
year as the taxable year and the accrual method of accounting,
containing such information and at the times and in the manner
as may be required by the Code or state or local tax laws,
regulations, or rules, and shall furnish or cause to be
furnished to Certificateholders the schedules, statements or
information at such times and in such manner as may be
required thereby;
(ii) within thirty days of the Closing Date, shall
furnish or cause to be furnished to the Internal Revenue
Service, on Form 8811 or as otherwise may be required by the
Code, the name, title, address, and telephone number of the
person that the holders of the Certificates may contact for
tax information relating thereto (and the Company shall act as
the representative of the REMIC established hereunder for this
purpose), together with such additional information as may be
required by such Form, and shall update such information at
the time or times and in the manner required by the Code;
(iii) make or cause to be made an election, on behalf
of the REMIC established hereunder, to be treated as a REMIC,
and make the appropriate designations, if applicable, in
accordance with Section 2.05 hereof on the federal tax return
of the Trust Fund for its first taxable year (and, if
necessary, under applicable state law);
(iv) prepare and forward, or cause to be prepared and
forwarded, to the Certificateholders and to the Internal
Revenue Service and, if necessary, state tax authorities, all
information returns or reports, or furnish or cause to be
furnished by telephone, mail, publication or other appropriate
method such information, as and when required to be provided
to them in accordance with the REMIC Provisions, including
without limitation, the calculation of any original issue
discount using the Prepayment Assumption Multiple;
(v) provide information necessary for the computation
of tax imposed on the transfer of a Residual Certificate to a
Disqualified Organization, or an agent (including a broker,
nominee or other middleman) of a Disqualified Organization, or
a pass-through entity in which a Disqualified Organization is
the record holder of an interest (the reasonable cost of
computing and furnishing such information may be charged to
the Person liable for such tax);
(vi) use its best reasonable efforts to conduct the
affairs of the REMIC established hereunder at all times that
any Certificates are outstanding so as to maintain the status
thereof as a REMIC under the REMIC Provisions;
(vii) not knowingly or intentionally take any action
or omit to take any action that would cause the termination of
the REMIC status of the REMIC or that would subject the Trust
Fund to tax;
(viii) exercise reasonable care not to allow the
creation of any "interests" in the REMIC within the meaning of
section 860D(a)(2) of the Code other than the interests
represented by the Classes of Certificates identified in
Section 5.01(b);
(ix) exercise reasonable care not to allow the
occurrence of any "prohibited transactions" within the meaning
of section 860F of the Code, unless the Company shall have
provided an Opinion of Counsel to the Trustee that such
occurrence would not (a) result in a taxable gain, (b)
otherwise subject the Trust Fund to tax, or (c) cause the
REMIC established hereunder to fail to qualify as a REMIC;
(x) exercise reasonable care not to allow the Trust
Fund to receive income from the performance of services or
from assets not permitted under the REMIC Provisions to be
held by a REMIC;
(xi) pay the amount of any federal or state tax,
including prohibited transaction taxes, taxes on certain
contributions to the REMIC after the Startup Day, and taxes on
net income from foreclosure property, imposed on the Trust
Fund when and as the same shall be due and payable (but such
obligation shall not prevent the Company or any other
appropriate Person from contesting any such tax in appropriate
proceedings and shall not prevent the Company from withholding
payment of such tax, if permitted by law, pending the outcome
of such proceedings);
(xii) ensure that federal, state or local income tax
or information returns shall be signed by the Trustee or such
other person as may be required to sign such returns by the
Code or state or local laws, regulations or rules; and
(xiii) maintain such records relating to the REMIC
established hereunder, including but not limited to the
income, expenses, individual Mortgage Loans (including
Mortgaged Property), other assets and liabilities thereof, and
the fair market value and adjusted basis of the property of
each determined at such intervals as may be required by the
Code, as may be necessary to prepare the foregoing returns,
schedules, statements or information.
The Company shall be entitled to be reimbursed pursuant to Section 3.04 for
any federal income taxes paid by it pursuant to clause (xi) of the preceding
sentence, except to the extent that such taxes are imposed as a result of the
bad faith, misfeasance or negligence of the Company in the performance of its
obligations hereunder. With respect to any reimbursement of prohibited
transaction taxes, the Company shall inform the Trustee of the circumstances
under which such taxes were incurred.
(b) The Company shall service and administer the Mortgage Loans and shall
have full power and authority, acting alone or through one or more Primary
Servicers, to do any and all things in connection with such servicing and
administration which it may deem necessary or desirable. Without limiting the
generality of the foregoing, the Company shall continue, and is hereby
authorized and empowered by the Trustee, to execute and deliver, or file, as
appropriate, on behalf of itself, the Certificateholders and the Trustee or any
of them, any and all continuation statements, termination statements,
instruments of satisfaction or cancellation, or of partial or full release or
discharge and all other comparable instruments, with respect to the Mortgage
Loans and with respect to the properties subject to the Mortgages. Without
limitation of the foregoing, if the Company in its individual capacity agrees to
refinance any Mortgage Loan upon the request of the related Mortgagor, the
Company, as servicer hereunder, may execute an instrument of assignment in
customary form to the Company in its individual capacity. In connection with any
such refinancing, the Trustee shall, upon certification of a Servicing Officer
to the effect that an amount equal to the principal balance of the related
Mortgage Loan together with accrued and unpaid interest thereon at the
applicable Remittance Rate to the date of such certification has been credited
to the Mortgage Loan Payment Record, release the related Mortgage File to the
Company whereupon the Company may cancel the related Mortgage Note. Upon request
by the Company after the execution and delivery of this Agreement, the Trustee
shall furnish the Company with any powers of attorney and other documents
necessary or appropriate to enable the Company to carry out its servicing and
administrative duties hereunder. Except as otherwise provided herein, the
Company shall maintain servicing standards substantially equivalent to those
required for approval by FNMA or FHLMC. The Company shall not agree to any
modification of the material terms of any Mortgage Loan except as provided in
the second sentence of Section 3.02(a) and in Section 3.07. The Company shall
not release any portion of any Mortgaged Property from the lien of the related
Mortgage unless the related Mortgage Loan would be a "qualified mortgage" within
the meaning of the REMIC Provisions following such release.
(c) [Intentionally Omitted.]
(d) The relationship of the Company (and of any successor to the Company as
servicer under this Agreement) to the Trustee under this Agreement is intended
by the parties to be that of an independent contractor and not that of a joint
venturer, partner or agent.
(e) All costs incurred by the Company in effecting the timely payment of
taxes and assessments on the properties subject to the Mortgage Loans shall not,
for the purpose of calculating monthly distributions to Certificateholders, be
added to the amount owing under the related Mortgage Loans, notwithstanding that
the terms of such Mortgage Loans so permit, and such costs shall be recoverable
by the Company to the extent permitted by Section 3.04. The Company shall
collect such amounts from the Mortgagor and shall credit the Mortgage Loan
Payment Record accordingly.
(f) If the Company enters into a servicing agreement with any servicer (a
"Primary Servicer") pursuant to which such Primary Servicer shall directly
service certain Mortgage Loans and the Company shall perform master servicing
with respect thereto, the Company shall not be released from its obligations to
the Trustee and Certificateholders with respect to the servicing and
administration of the Mortgage Loans in accordance with the provisions of
Article III hereof and such obligations shall not be diminished by virtue of any
such servicing agreement or arrangement and the Company shall be obligated to
the same extent and under the same terms and conditions as if the Company alone
were servicing and administering the Mortgage Loans. Any amounts received by a
Primary Servicer in respect of a Mortgage Loan shall be deemed to have been
received by the Company whether or not actually received by it. Any servicing
agreement that may be entered into and any transactions or services relating to
the Mortgage Loans involving a Primary Servicer in its capacity as such shall be
deemed to be between the Company and the Primary Servicer alone, and the Trustee
and the Certificateholders shall have no claims, obligations, duties or
liabilities with respect thereto. Notwithstanding the foregoing, in the event
the Company has been removed as the servicer hereunder pursuant to Section 6.04
or Section 7.01, the Trustee or any successor servicer appointed pursuant to
Section 7.02 shall succeed to all of the Company's rights and interests (but not
to any obligations or liabilities of the Company arising prior to the date of
succession) under any servicing agreement with any Primary Servicer in respect
of the Mortgage Loans, subject to the limitation on the Trustee's
responsibilities under Section 7.02.
(g) In no event shall any collateral fund established under the agreement
referred to in Section 3.08(e) constitute an asset of any REMIC established
hereunder.
Section 3.02. Collection of Certain Mortgage Loan Payments; Mortgage Loan
Payment Record; Certificate Account. (a) The Company shall make reasonable
efforts to collect all payments called for under the terms and provisions of the
Mortgage Loans, and shall, to the extent such procedures shall be consistent
with this Agreement, follow such collection procedures as it follows with
respect to mortgage loans comparable to the Mortgage Loans in its servicing
portfolio. Consistent with the foregoing, the Company may in its discretion (i)
waive any late payment charge or any assumption fees or other fees which may be
collected in the ordinary course of servicing such Mortgage Loan and (ii) if a
default on the Mortgage Loan has occurred or is reasonably foreseeable, arrange
at any time prior to foreclosure with a Mortgagor a schedule for the payment of
due and unpaid principal and interest for a period extending not longer than two
years after the date that such schedule is arranged. Any arrangement of the sort
described in clause (ii) above shall not affect the amount or timing of the
Company's obligation to make Monthly Advances with respect to any Mortgage Loan
which Monthly Advances shall be made pursuant to the original amortization
schedule applicable to such Mortgage Loan.
(b) The Company shall establish and maintain a Mortgage Loan Payment Record
in which the following payments on and collections in respect of each Mortgage
Loan shall as promptly as practicable be credited by the Company for the account
of the Holders of the Certificates:
(i) All payments on account of principal, including
Principal Prepayments (other than (A) payments of principal
due and payable on the Mortgage Loans on or before, and all
Principal Prepayments received before, the Cut-off Date, (B)
in the case of a substitute Mortgage Loan, payments of
principal due and payable on such Mortgage Loan on or before
the Determination Date in the month of substitution, and all
Principal Prepayments received before the first day of the
month of substitution, and (C) in the case of a replaced
Mortgage Loan, payments of principal due and payable on such
Mortgage Loan after the Determination Date in the month of
substitution, and all Principal Prepayments received in the
month of substitution);
(ii) All payments (other than (A) those due and
payable on or before the Cut-off Date, (B) in the case of a
substitute Mortgage Loan, those due and payable on such
Mortgage Loan on or before the Determination Date in the month
of substitution, and (C) in the case of a replaced Mortgage
Loan, those due and payable on such Mortgage Loan after the
Determination Date in the month of substitution) on account of
interest at the applicable Remittance Rate on the Mortgage
Loan received from the related Mortgagor, including any
Buydown Funds applied with respect to interest at the
applicable Remittance Rate on any Buydown Mortgage Loan;
(iii) All Liquidation Proceeds received by the
Company with respect to such Mortgage Loan and the Purchase
Price for any Mortgage Loan purchased by the Company pursuant
to Sections 2.02, 2.03 and 3.16 (including any amounts
received in respect of a substitution of a Mortgage Loan);
(iv) All Insurance Proceeds (including, for this
purpose, any amounts required to be credited by the Company
pursuant to the last sentence of Section 3.06) received by the
Company for the benefit of the Trust Fund, other than proceeds
to be applied to the restoration or repair of the property
subject to the related Mortgage or released, or to be
released, to the related Mortgagor in accordance with the
normal servicing procedures of the Company;
(v) All REO Proceeds;
(vi) All Unanticipated Recoveries; and
(vii) All amounts received by the Company with
respect to any Pledged Asset Mortgage Loan pursuant to the
liquidation of any Additional Collateral or pursuant to any
recovery under the Surety Bond in accordance with Section
4.09.
The foregoing requirements respecting credits to the Mortgage Loan Payment
Record are exclusive, it being understood that, without limiting the generality
of the foregoing, the Company need not enter in the Mortgage Loan Payment Record
collections, Liquidation Proceeds or Insurance Proceeds in respect of Mortgage
Loans which have been previously released from the terms of this Agreement,
amounts representing fees or late charge penalties payable by Mortgagors, or
amounts received by the Company for the account of Mortgagors for application
towards the payment of taxes, insurance premiums, assessments and similar items.
(c) Subject to subsection (e) below, until the Business Day prior to each
Distribution Date on which amounts are required to be transferred to the
Certificate Account pursuant to subsection (d) of this Section 3.02, the Company
may retain and commingle such amounts with its own funds and shall be entitled
to retain for its own account any gain or investment income thereon, and any
such investment income shall not be subject to any claim of the Trustee or
Certificateholders. To the extent that the Company realizes any net loss on any
such investments, the Company shall deposit in the Certificate Account an amount
equal to such net loss at the time the Company is required to deposit amounts in
the Certificate Account pursuant to subsection (d) of this section 3.02. Any
such deposit shall not increase the Company's obligation under said subsection
(d).
(d) The Trustee shall establish and maintain with the Trustee in its
corporate trust department a single separate trust account designated in the
name of the Trustee for the benefit of the Holders of the Certificates issued
hereunder (the "Certificate Account") into which the Company shall transfer, not
later than 11:00 a.m. New York time on the Business Day prior to each
Distribution Date, an amount in next day funds equal to the sum of Available
Funds for such Distribution Date and any Unanticipated Recoveries received in
the calendar month preceding the month of such Distribution Date. If the Trustee
does not receive such transfer by 2:00 p.m. on such Business Day, it shall give
the Company written notice thereof.
(e) If the Company or a Responsible Officer of the Trustee obtains actual
notice of or knowledge of the occurrence of either (x) any Trigger Event or (y)
the downgrade by S&P of General Electric Capital Corporation's short-term senior
unsecured debt rating below A-1+ then, notwithstanding subsection (c) above, the
Company shall promptly establish, and thereafter maintain, one or more Eligible
Accounts in the name of the Trustee and bearing a designation indicating that
amounts therein are held for the benefit of the Trustee and the
Certificateholders, into which the Company and any Primary Servicer shall
deposit within two Business Days after receipt, all amounts otherwise required
to be credited to the Mortgage Loan Payment Record pursuant to Section 3.02(b);
provided, however, that such action shall not be required if the Company
delivers to the Trustee a letter from each Rating Agency to the effect that the
failure to take such action will not cause such Rating Agency to withdraw or
reduce its then current ratings of the Certificates. All amounts so deposited
shall be held in trust for the benefit of Certificateholders. Amounts so
deposited may be invested at the written instruction of the Company in Permitted
Investments in the name of the Trustee maturing no later than the Business Day
preceding the Distribution Date following the date of such investment; provided,
however, that any such Permitted Investment which is an obligation of State
Street Bank and Trust Company, in its individual capacity and not in its
capacity as Trustee, may mature on such Distribution Date; and, provided
further, that no such Permitted Investment shall be sold before the maturity
thereof if the sale thereof would result in the realization of gain prior to
maturity unless the Company has obtained an Opinion of Counsel that such sale or
disposition will not cause the Trust Fund to be subject to the tax on prohibited
transactions under section 860F of the Code, or otherwise subject the Trust Fund
to tax or cause the REMIC established hereunder to fail to qualify as a REMIC.
The Trustee shall maintain physical possession of all Permitted Investments,
other than Permitted Investments maintained in book-entry form. The Company, as
servicer, shall be entitled to retain for its own account any gain or other
income from Permitted Investments, and neither the Trustee nor
Certificateholders shall have any right or claim with respect to such income.
The Company shall deposit an amount equal to any loss realized on any Permitted
Investment as soon as any such loss is realized. If the provisions in this
subsection (e) become operable, references in this Agreement to the Mortgage
Loan Payment Record and credits and debits to such Record shall be deemed to
refer to Eligible Accounts and transfers to and withdrawals from such Eligible
Accounts. Any action which may be necessary to establish the terms of an account
pursuant to this Section 3.02(e) may be taken by an amendment or supplement to
this Agreement or pursuant to a written order of the Company, which amendment,
supplement or order shall not require the consent of Certificateholders,
provided that the Company has delivered to the Trustee a letter from each Rating
Agency to the effect that such amendment, supplement or order will not cause
such Rating Agency to withdraw or reduce its then current ratings of the
Certificates.
Section 3.03. Collection of Taxes, Assessments and Other Items. Other than
with respect to any Cooperative Loan, the Company shall establish and maintain
with one or more depository institutions one or more accounts into which it
shall deposit all collections of taxes, assessments, private mortgage or hazard
insurance premiums or comparable items for the account of the Mortgagors. As
servicer, the Company shall effect the timely payment of all such items for the
account of Mortgagors. Withdrawals from such account or accounts may be made
only to effect payment of taxes, assessments, private mortgage or standard
hazard insurance premiums or comparable items, to reimburse the Company out of
related collections for any payments made regarding taxes and assessments or for
any payments made pursuant to Section 3.05 regarding premiums on Primary
Insurance Policies and Section 3.06 regarding premiums on standard hazard
insurance policies, to refund to any Mortgagors any sums determined to be
overages, or to pay interest owed to Mortgagors to the extent required by law.
Section 3.04. Permitted Debits to the Mortgage Loan Payment Record. The
Company (or any successor servicer pursuant to Section 7.02) may, from time to
time, make debits to the Mortgage Loan Payment Record for the following
purposes:
(i) To reimburse the Company or the applicable
Primary Servicer for Liquidation Expenses theretofore incurred
in respect of any Mortgage Loan in an amount not to exceed the
amount of the related Liquidation Proceeds credited to the
Mortgage Loan Payment Record pursuant to Section 3.02(b)(iii);
provided that the Company or the applicable Primary Servicer
shall not be entitled to reimbursement for Liquidation
Expenses incurred after the initiation of foreclosure
proceedings in respect of any Defaulted Mortgage Loan that is
repurchased pursuant to Section 3.16;
(ii) To reimburse the Company or the applicable
Primary Servicer for Insured Expenses and amounts expended by
it pursuant to Section 3.08 in good faith in connection with
the restoration of property damaged by an Uninsured Cause, in
an amount not to exceed the amount of the related Insurance
Proceeds and Liquidation Proceeds (net of any debits pursuant
to clause (i) above) and amounts representing proceeds of
other insurance policies covering the property subject to the
related Mortgage credited to the Mortgage Loan Payment Record
pursuant to Section 3.02(b) (iii) and (iv);
(iii) To reimburse the Company to the extent
permitted by Sections 3.01(a) and 6.04;
(iv) To pay to the Company amounts received in
respect of any Defective Mortgage Loan or Defaulted Mortgage
Loan purchased by the Company to the extent that the
distribution of any such amounts on the Distribution Date upon
which the proceeds of such purchase are distributed would make
the total amount distributed in respect of any such Mortgage
Loan on such Distribution Date greater than the Purchase Price
therefor, net of any unreimbursed Monthly Advances made by the
Company;
(v) To reimburse the Company (or the Trustee, as
applicable) for Monthly Advances theretofore made in respect
of any Mortgage Loan to the extent of late payments, REO
Proceeds, Insurance Proceeds and Liquidation Proceeds in
respect of such Mortgage Loan;
(vi) To reimburse the Company from any Mortgagor
payment of interest or other recovery with respect to a
particular Mortgage Loan, to the extent not previously
retained by the Company, for unpaid Servicing Fees with
respect to such Mortgage Loan, subject to Section 3.08(d);
(vii) To reimburse the Company (or the Trustee, as
applicable) for any Nonrecoverable Advance (which right of
reimbursement of the Trustee pursuant to this clause shall be
prior to such right of the Company);
(viii) To make transfers of funds to the Certificate
Account pursuant to Section 3.02(d);
(ix) To pay to the Company amounts received in
respect of any Mortgage Loan purchased by the Company pursuant
to Section 9.01 to the extent that the distribution of any
such amounts on the final Distribution Date upon which the
proceeds of such purchase are distributed would make the total
amount distributed in respect of any such Mortgage Loan on
such Distribution Date greater than the purchase price
therefor specified in clause (x) of the first sentence of
Section 9.01; and
(x) To deduct any amount credited to the Mortgage
Loan Payment Record in error.
The Company shall keep and maintain separate accounting records, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of accounting for debits
to the Mortgage Loan Payment Record pursuant to clauses (i), (ii), (iv), (v) and
(vi) of this Section 3.04; provided, however, that it is understood and agreed
that the records of such accounting need not be retained by the Company for a
period longer than the five most recent fiscal years.
Section 3.05. Maintenance of the Primary Insurance Policies. (a) The
Company shall not take any action which would result in non-coverage under any
applicable Primary Insurance Policy of any loss which, but for the actions of
the Company, would have been covered thereunder. To the extent coverage is
available, the Company shall keep or cause to be kept in full force and effect
each such Primary Insurance Policy until the principal balance of the related
Mortgage Note is 80% or less of the greater of (i) the related Original Value
and (ii) the then current value of the property underlying the related Mortgage
Note as evidenced by an appraisal thereof satisfactory to the Company; provided
that no such Primary Insurance Policy need be kept in effect if doing so would
violate applicable law. The Company shall not cancel or refuse to renew any such
Primary Insurance Policy applicable to a Mortgage Loan that is in effect at the
Closing Date and is required to be kept in force hereunder unless the
replacement Primary Insurance Policy for such canceled or non-renewed policy is
maintained with an insurer whose claims-paying ability is acceptable to each
Rating Agency for mortgage pass-through certificates having ratings equal to or
better than the ratings then assigned to the Certificates by such Rating Agency.
The Company agrees to effect the timely payment of the premium on each Primary
Insurance Policy, and such costs not otherwise recoverable shall be recoverable
by the Company from related Insurance Proceeds and Liquidation Proceeds pursuant
to Section 3.04.
(b) In connection with its activities as administrator and servicer of the
Mortgage Loans, the Company agrees to present, on behalf of itself, the Trustee
and the Certificateholders, claims to the insurer under each Primary Insurance
Policy and, in this regard, to take such reasonable action as shall be necessary
to permit recovery under any Primary Insurance Policy respecting a related
defaulted Mortgage Loan. To the extent provided in Section 3.02(b), any amounts
collected by the Company under any Primary Insurance Policy in respect of the
Mortgage Loans (including, without limitation, a Mortgage Loan purchased by a
related insurer) shall be credited to the Mortgage Loan Payment Record.
Section 3.06. Maintenance of Hazard Insurance. The Company shall cause to
be maintained for each Mortgage Loan, other than a Cooperative Loan, hazard
insurance with a standard mortgagee clause and with extended coverage in an
amount which is at least equal to the maximum insurable value of the
improvements securing such Mortgage Loan from time to time or the principal
balance owing on such Mortgage Loan from time to time, whichever is less. The
Company shall also maintain on property (other than Cooperative Apartments)
acquired upon foreclosure, or by deed in lieu of foreclosure, hazard insurance
with extended coverage in an amount which is at least equal to the lesser of (i)
the maximum insurable value from time to time of the improvements which are a
part of such property or (ii) the unpaid principal balance of such Mortgage Loan
at the time of such foreclosure or deed in lieu of foreclosure plus accrued
interest and the good-faith estimate of the Company of related Liquidation
Expenses to be incurred in connection therewith. To the extent provided in
Section 3.02(b)(iv), amounts collected by the Company under any such policies in
respect of the Mortgage Loans shall be credited to the Mortgage Loan Payment
Record. Such costs shall be recoverable by the Company pursuant to Sections 3.03
and 3.04. In cases in which property securing any Mortgage Loan other than a
Cooperative Loan is located in a federally designated flood area, the hazard
insurance to be maintained for such Mortgage Loan shall include flood insurance.
All such flood insurance shall be in such amounts as are required under
applicable guidelines of FNMA. The Company shall be under no obligation to
require that any Mortgagor maintain earthquake or other additional insurance and
shall be under no obligation itself to maintain any such additional insurance on
property acquired in respect of a Mortgage Loan, other than pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance. If the Company shall obtain and maintain a
blanket policy insuring against hazard losses on all of the Mortgage Loans
(whether or not including Cooperative Loans), it shall conclusively be deemed to
have satisfied its obligations as set forth in the first sentence of this
Section 3.06, it being understood and agreed that such policy may contain a
deductible clause, in which case the Company shall, in the event that there
shall not have been maintained on the related Mortgaged Property a policy
complying with the first sentence of this Section 3.06, and there shall have
been a loss which would have been covered by such policy, credit to the Mortgage
Loan Payment Record the amount not otherwise payable under the blanket policy
because of such deductible clause.
Section 3.07. Assumption and Modification Agreements. (a) In any case in
which property subject to a Mortgage has been or is about to be conveyed by the
Mortgagor, the Company shall exercise its right to accelerate the maturity of
such Mortgage Loan under any "due-on-sale" clause applicable thereto, unless in
the reasonable discretion of the Company, such exercise would adversely affect
or jeopardize coverage under the related Primary Insurance Policy, if any;
provided, however, that if the Company is prevented, as provided in Section
3.07(b), from enforcing any such clause, the Company is authorized to make or
enter into an assumption and modification agreement from or with the Person to
whom such property has been or is about to be conveyed, pursuant to which such
Person becomes liable under the Mortgage Note and the Mortgagor remains liable
thereon. In connection with any such assumption and modification agreement, the
Company shall apply its then current underwriting standards to such Person. The
Company shall not make or enter into any such assumption and modification
agreement, however, unless (to the extent practicable in the circumstances) it
shall have received confirmation of the continued effectiveness of any
applicable Primary Insurance Policy and hazard insurance policy. The Company
shall notify the Trustee that any assumption and modification agreement has been
completed by forwarding to the Trustee the original copy thereof, which copy
shall be added by the Trustee to the related Mortgage File and shall, for all
purposes, be considered a part of such Mortgage File to the same extent as all
other documents and instruments constituting a part thereof. In connection with
any such agreement, the Mortgage Rate, mortgage term and any other material term
of such Mortgage Loan shall not be changed. Any fee collected by the Company for
entering into any such agreement will be retained by the Company as additional
servicing compensation.
(b) Notwithstanding Section 3.07(a) or any other provision of this
Agreement, the Company shall not be deemed to be in default, breach or any other
violation of its obligations hereunder by reason of any assumption of a Mortgage
Loan, or transfer of the property subject to a Mortgage without the assumption
thereof, by operation of law or any assumption or transfer which the Company
reasonably believes it may be restricted by law from preventing, for any reason
whatsoever.
Section 3.08. Realization Upon Defaulted Mortgage Loans. (a) The Company
shall foreclose upon or otherwise comparably convert the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.02. In connection with such foreclosure or other
conversion the Company shall, consistent with Section 3.05, follow such
practices and procedures as it shall deem necessary or advisable and as shall be
normal and usual in its general mortgage servicing activities. The foregoing is
subject to the proviso that the Company shall not be required to expend its own
funds in connection with any foreclosure or towards the restoration of any
property unless it shall determine (i) that such restoration or foreclosure will
increase the proceeds of liquidation of the Mortgage Loan to Certificateholders
after reimbursement to itself for such expenses and (ii) that such expenses will
be recoverable to it either through Liquidation Proceeds or Insurance Proceeds.
Notwithstanding the foregoing, the Company shall not be entitled to recover
legal expenses incurred in connection with foreclosure proceedings where the
Mortgage Loan is reinstated and such foreclosure proceedings are terminated
prior to completion, other than sums received from the Mortgagor for such
expenses.
Notwithstanding anything to the contrary contained herein, the Company
shall be under no obligation to foreclose upon or otherwise convert the
ownership of any Mortgaged Property which it believes may be contaminated with
or affected by hazardous or toxic wastes, materials or substances. The Company
may, but shall not be obligated to, make such determination on the basis of a
Phase I environmental assessment with respect to the related Mortgaged Property.
Neither the Trustee nor the Company shall be liable to the Trust Fund or the
Certificateholders if, based on the Company's belief that such contamination or
effect exists, the Company does not foreclose upon or otherwise convert the
ownership of a Mortgaged Property. In addition, neither the Trustee nor the
Company shall be liable to the Trust Fund or the Certificateholders if, based on
the Company's belief that no such contamination or effect exists, the Company
forecloses upon a Mortgaged Property and the Trustee or its nominee on behalf of
the Trust Fund takes title to such Mortgaged Property, and thereafter such
Mortgaged Property is determined to be so contaminated or affected.
(b) In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
shall be issued to the Trustee, or to its nominee on behalf of the Trust Fund.
Notwithstanding any such acquisition of title and cancellation of the related
Mortgage Loan, such Mortgage Loan shall (except for purposes of Section 9.01) be
considered to be an Outstanding Mortgage Loan until such time as the Mortgaged
Property shall be sold and such Mortgage Loan becomes a Liquidated Mortgage
Loan. Consistent with the foregoing, for purposes of all calculations hereunder
so long as such Mortgage Loan shall be considered to be an Outstanding Mortgage
Loan, it shall be assumed that the related Mortgage Note and its amortization
schedule in effect on and after such acquisition of title (after giving effect
to any previous Principal Prepayments and Deficient Valuations incurred
subsequent to the related Bankruptcy Coverage Termination Date and before any
adjustment thereto by reason of any bankruptcy (other than as aforesaid) or any
similar proceeding or any moratorium or similar waiver or grace period) remain
in effect (notwithstanding that the indebtedness evidenced by such Mortgage Note
shall have been discharged), subject to adjustment to reflect the application of
REO Proceeds received in any month. REO Proceeds received in any month shall be
applied to the payment of the installments of principal due and interest accrued
on the related REO Mortgage Loan in accordance with the terms of such Mortgage
Note. REO Proceeds received in any month in excess of the Amortization Payment
for such month due on an REO Mortgage Loan shall be treated as a Principal
Prepayment received in respect of such Mortgage Loan.
(c) In the event that the Trust Fund acquires any Mortgaged Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Company shall dispose of such Mortgaged Property prior to the
close of the third calendar year after the year of its acquisition by the Trust
Fund unless (a) the Trustee shall have been supplied with an Opinion of Counsel
to the effect that the holding by the Trust Fund of such Mortgaged Property
subsequent to such period (and specifying the period beyond such period for
which the Mortgaged Property may be held) will not result in the imposition of
taxes on "prohibited transactions" of the Trust Fund as defined in section 860F
of the Code, or cause the REMIC established hereunder to fail to qualify as a
REMIC at any time that any Certificates are outstanding, in which case the Trust
Fund may continue to hold such Mortgaged Property (subject to any conditions
contained in such Opinion of Counsel), or (b) the Trustee (at the Company's
expense) or the Company shall have applied for, not later than 61 days prior to
the expiration of such period, an extension of such period in the manner
contemplated by section 856(e)(3) of the Code, in which case such period shall
be extended by the time period permitted by section 856(e)(3) of the Code.
Notwithstanding any other provision of this Agreement, no Mortgaged Property
acquired by the Trust Fund shall be rented (or allowed to continue to be rented)
or otherwise used for the production of income by or on behalf of the Trust Fund
or sold in such a manner or pursuant to any terms that would (i) cause such
Mortgaged Property to fail to qualify at any time as "foreclosure property"
within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust
Fund to the imposition of any federal or state income taxes on "net income from
foreclosure property" with respect to such Mortgaged Property within the meaning
of section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged
Property to result in the receipt by the Trust Fund of any income from
non-permitted assets as described in section 860F(a)(2)(B) of the Code, unless
the Company has agreed to indemnify and hold harmless the Trust Fund with
respect to the imposition of any such taxes.
(d) Any collection of Insurance Proceeds or Liquidation Proceeds will be
applied in the following order of priority: first, to reimburse the Company for
any related unreimbursed Liquidation Expenses and to reimburse the Company or
the Trustee, as applicable, for any related unreimbursed Monthly Advances;
second, to accrued and unpaid interest on the Mortgage Loan at the Mortgage Rate
from the date to which interest was last paid or advanced to the Due Date prior
to the Distribution Date on which such amounts are to be distributed; and third,
as a recovery of principal of the Mortgage Loan. If the amount so allocated to
interest is less than the full amount of accrued and unpaid interest due on such
Mortgage Loan, the amount of such recovery will be allocated among the Base
Servicing Fee at the Base Servicing Fee Rate, the Supplemental Servicing Fee at
the Supplemental Servicing Fee Rate and interest at the Remittance Rate in
proportion to the amount of such accrued interest which would have been
allocated to each such category in the absence of any shortfall. The resulting
Interest Loss shall be allocated among each such category in the same proportion
as described in the preceding sentence. The portion so allocated to interest at
the Remittance Rate shall be allocated to the Certificates for purposes of
making the allocation specified in the definition of Certificate Interest Loss.
(e) Notwithstanding anything to the contrary contained herein, the Company
shall have the right to enter into an agreement substantially in the form of
Exhibit K hereto with any Person that is the Holder of 100% of the Class B5
Certificates (provided that such form may be revised to delete the option on the
part of such Person to purchase a defaulted Mortgage Loan as set forth in
Section 2.02(f) thereof). Prior to entering into any such agreement with any
Person, the Company shall obtain a certification from such Person to the effect
that (i) such Person is not an "affiliate" (within the meaning of the Prohibited
Transaction Exemption) of the Trustee and (ii) such Person will not purchase any
Certificates if such purchase would cause such Person to hold more than a ten
percent interest in the Mortgage Pool. It is understood that the right of the
Company to be reimbursed for Monthly Advances and Nonrecoverable Advances under
this Agreement shall not be affected in any way by the provisions of any such
agreement. The Trustee hereby agrees to perform such obligations as may be
expressly required of it pursuant to the provisions of such agreement and to
promptly notify each party to such agreement if a Responsible Officer of the
Trustee (with direct responsibility for administration of this Agreement)
becomes aware of any discussions, plans or events that might lead to the
Trustee's becoming an "affiliate" (within the meaning of the Prohibited
Transaction Exemption) of any Person with which the Company has entered into
such agreement, provided that the contents of any such notification shall be
kept confidential by the parties to such agreement. The Company agrees to
promptly notify the Trustee upon entering into any such agreement. In addition,
the Company shall provide the Trustee with such information as may be necessary
for the Trustee to perform its obligations thereunder, including written
instructions, clearly identifying the source, amount and application of funds to
be deposited or withdrawn from the Collateral Fund (as defined in such
agreement). The Trustee shall provide the Company with such information
concerning credits and debits to the Collateral Fund on account of income, gains
and losses realized from Collateral Fund Permitted Investments (as defined in
such agreement), and costs associated with the purchase and sale thereof, as the
Company may request in order to prepare the instructions described in the
preceding sentence.
In addition, subject to the provisions of the preceding paragraph, the
Company shall have the right to enter into an agreement substantially in the
form of Exhibit K hereto with the Person that is the Holder of 100% of the Class
B4 Certificates, provided that (i) such Person is also the Holder of 100% of the
Class B5 Certificates, (ii) such Person shall have no rights under such
agreement until the date on which the Class Certificate Principal Balance of the
Class B5 Certificates has been reduced to zero, and (iii) any rights of such
Person under such agreement shall terminate in the event that such Person
transfers, directly or indirectly, the Class B4 Certificates to any other
Person.
Section 3.09. Trustee to Cooperate; Release of Mortgage Files. Upon the
payment in full of any Mortgage Loan, the Company will immediately notify the
Trustee by a certification (which certification shall include a statement to the
effect that all amounts received in connection with such payment which are
required to be credited to the Mortgage Loan Payment Record pursuant to Section
3.02 have been so credited) of a Servicing Officer and shall request delivery to
it of the Mortgage File. If a Buydown Mortgage Loan is the subject of a
Principal Prepayment in full during the related Buydown Period, the related
Buydown Funds will be applied or returned to the Person entitled thereto in
accordance with the terms of such Buydown Mortgage Loan. Upon receipt of such
certification and request in form satisfactory to the Trustee, the Trustee shall
promptly, but in any event within five Business Days, release the related
Mortgage File to the Company; provided, that the Trustee shall not be
responsible for any delay in the release of a Mortgage File resulting from acts
beyond its control, including without limitation, acts of God, strikes,
lockouts, riots, acts of war or terrorism, epidemics, nationalization,
governmental regulations imposed after the fact, fire, communication line
failures, computer viruses, power failures, earthquakes or other disasters. Upon
any such payment in full, the Company is authorized to execute, pursuant to the
authorization contained in Section 3.01, an instrument of satisfaction regarding
such Mortgage, which instrument of satisfaction shall be recorded by the Company
if required by applicable law and be delivered to the Person entitled thereto,
it being understood and agreed that no expenses incurred in connection with such
instrument of satisfaction shall be reimbursed from amounts at the time credited
to the Mortgage Loan Payment Record. From time to time and as appropriate for
the servicing or foreclosure of any Mortgage Loan (including, without
limitation, collection under any Primary Insurance Policy), the Trustee shall,
upon request of the Company and delivery to the Trustee of a receipt signed by a
Servicing Officer, release the related Mortgage File to the Company and shall
execute such documents as shall be necessary to the prosecution of any such
proceedings. Such receipt shall obligate the Company to return the Mortgage File
to the Trustee when the need therefor by the Company no longer exists unless the
Mortgage Loan shall be liquidated, in which case, upon receipt of a certificate
of a Servicing Officer similar to that hereinabove specified, the receipt shall
be released by the Trustee to the Company.
Section 3.10. Servicing Compensation; Payment of Certain Expenses by the
Company. (a) As compensation for its activities and obligations hereunder, the
Company shall be entitled to withhold and pay to itself out of each payment
received by it on account of interest on each Mortgage Loan (including the
portion of any Buydown Funds applied to the related Buydown Mortgage Loan for
the applicable period) an amount equal to the Servicing Fee. The aggregate of
the Servicing Fees payable to the Company on any Distribution Date shall be
reduced by the amount of any Compensating Interest Payment for such Distribution
Date. Additional servicing compensation in the form of Prepayment Interest
Excess, assumption fees, modification fees, late payment charges, interest
income or gain with respect to amounts deposited in the Certificate Account and
invested by the Company or otherwise shall be retained by the Company, subject
to Section 3.10(b), if applicable. The Company shall be required to pay all
expenses incurred by it in connection with its activities hereunder (including
payment of Trustee fees and all other fees and expenses not expressly stated
hereunder to be for the account of the Certificateholders) and shall not be
entitled to reimbursement therefor except as provided in Sections 3.01, 3.03,
3.04 and 3.08.
(b) The Company may, as a condition to granting any request by a Mortgagor
for any consent, modification, waiver or amendment or any other matter or thing,
the granting of which is in the Company's discretion pursuant to the terms of
the instruments evidencing or securing the related Mortgage Loan and is
permitted by other sections of this Agreement, require (to the extent permitted
by applicable law) that such Mortgagor pay to it a reasonable or customary fee
in accordance with the schedule set forth as Exhibit H (which may be amended
from time to time by provision of a revised schedule of such fees to the
Trustee, whereupon such revised schedule shall be deemed to be Exhibit H
hereunder) for the additional services performed in connection with such
request, together with any related costs and expenses incurred by it. Such fees
shall be additional servicing compensation to the Company.
Section 3.11. Reports to the Trustee; Certificate Account Statements. Not
later than 15 days after each Distribution Date, the Company shall forward to
the Trustee a statement, certified by a Servicing Officer, setting forth the
status of the Mortgage Loan Payment Record as of the close of business on such
Distribution Date and showing, for the period covered by such statement, the
aggregate of credits to the Mortgage Loan Payment Record for each category of
credit specified in Section 3.02 and each category of debit specified in Section
3.04.
Section 3.12. Annual Statement as to Compliance. The Company will deliver
to the Trustee, on or before March 31 of each year, beginning with March 31,
2000, an Officer's Certificate stating that (a) a review of the activities of
the Company during the preceding calendar year and of its performance under this
Agreement has been made under such Officer's supervision and (b) to the best of
such Officer's knowledge, based on such review, the Company has fulfilled all
its material obligations under this Agreement throughout such year, or, if there
has been a default in the fulfillment of any such obligation, specifying each
such default known to such Officer and the nature and status thereof.
Section 3.13. Annual Independent Public Accountants' Servicing Report. On
or before March 31 of each year, beginning with March 31, 2000, the Company
shall:
(a) furnish to a firm of independent public accountants (which may also
render other services to the Company) a statement substantially to the effect
that the Company has complied in all material respects with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers (the "Minimum Servicing Standards") with respect to the
mortgage loans in the Company's servicing portfolio (which may exclude home
equity loans) or, if there has been material noncompliance with such servicing
standards, containing a description of such noncompliance; and
(b) at its expense cause such firm of independent public accountants to
furnish a report to the Trustee stating its opinion as to the Company's
assertion contained in the statement delivered pursuant to Section 3.13(a),
which opinion shall be based on an examination conducted by such firm in
accordance with the standards established by the American Institute of Certified
Public Accountants, including examining, on a test basis, evidence about the
Company's compliance with the Minimum Servicing Standards. Such opinion shall be
to the effect that the Company has complied in all material respects with the
Minimum Servicing Standards with respect to the mortgage loan portfolio
described in the Company's statement delivered pursuant to Section 3.13(a)
hereof or if there has been material noncompliance with the Minimum Servicing
Standards, shall contain a description of such noncompliance in accordance with
applicable accounting standards. In rendering such report, such firm may rely,
as to matters relating to direct servicing of Mortgage Loans by any primary
servicer, upon comparable reports of independent public accountants with respect
to such primary servicer.
Section 3.14. Access to Certain Documentation and Information Regarding the
Mortgage Loans. To the extent permitted by applicable law, the Company shall
provide to the Trustee, Certificateholders which are regulated insurance
entities and the applicable insurance regulatory agencies thereof,
Certificateholders which are federally insured savings and loan associations,
the Office of Thrift Supervision, the FDIC and the supervisory agents and
examiners thereof access to the documentation regarding the Mortgage Loans
required by applicable regulations of the Office of Thrift Supervision or of
such insurance regulatory agencies, as the case may be, such access being
afforded without charge but only upon reasonable request and during normal
business hours at the offices of the Company. Nothing in this Section 3.14 shall
derogate from the obligation of the Company to observe any applicable law
prohibiting disclosure of information regarding the Mortgagors and the failure
of the Company to provide access as provided in this Section 3.14 as a result of
such obligation shall not constitute a breach of this Section 3.14.
Section 3.15. Maintenance of Certain Servicing Policies. The Company shall
during the term of its service as servicer maintain in force (i) a policy or
policies of insurance covering errors and omissions in the performance of its
obligations as servicer hereunder and (ii) a fidelity bond in respect of its
officers, employees or agents. Each such policy or policies and bond shall,
together, comply with the requirements from time to time of FNMA for persons
performing servicing for mortgage loans purchased by such association.
Section 3.16. Optional Purchase of Defaulted Mortgage Loans. The Company
shall have the right, but not the obligation, to purchase any Defaulted Mortgage
Loan for a price equal to the Purchase Price therefor. Any such purchase shall
be accomplished as provided in Section 4.04(a) hereof.
ARTICLE IV
PAYMENTS AND STATEMENTS
Section 4.01. Distributions. (a) On each Distribution Date, the Trustee
shall withdraw the Available Funds from the Certificate Account and shall make
distributions to Holders of the Certificates as of the preceding Record Date in
the following order of priority, to the extent of the remaining Available Funds:
(i) to each Class of Senior Certificates (other than
any Class of Principal Only Certificates), the Accrued
Certificate Interest thereon for such Distribution Date;
provided, however, that any shortfall in available amounts
shall be allocated among such Classes in proportion to the
amount of Accrued Certificate Interest that would otherwise be
distributable thereto;
(ii) to each Class of Senior Certificates (other than
any Class of Principal Only Certificates), any related Unpaid
Class Interest Shortfall for such Distribution Date; provided,
however, that any shortfall in available amounts shall be
allocated among such Classes in proportion to the Unpaid Class
Interest Shortfall for each such Class on such Distribution
Date;
(iii) to the Classes of Senior Certificates in
reduction of the Class Certificate Principal Balances thereof,
as set forth in Exhibit O hereto; provided, however, that
defined terms used in Exhibit O shall have the meanings
assigned thereto in Article I hereof;
(iv) to the Class PO Certificates, any Class PO
Deferred Amount for such Distribution Date, up to an amount
not to exceed the Junior Optimal Principal Amount for such
Distribution Date, until the Class Certificate Principal
Balance of such Class has been reduced to zero; provided, that
any such amounts distributed to the Class PO Certificates
pursuant to this clause (iv) shall not reduce the Class
Certificate Principal Balance thereof;
(v) to the Class M Certificates, the Accrued
Certificate Interest thereon for such Distribution Date;
(vi) to the Class M Certificates, any Unpaid Class
Interest Shortfall therefor on such Distribution Date;
(vii) to the Class M Certificates, in reduction of
the Class Certificate Principal Balance thereof, such Class's
Allocable Share of the Junior Optimal Principal Amount on such
Distribution Date;
(viii) to the Class B1 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date;
(ix) to the Class B1 Certificates, any Unpaid Class
Interest Shortfall therefor on such Distribution Date;
(x) to the Class B1 Certificates, in reduction of the
Class Certificate Principal Balance thereof, such Class's
Allocable Share of the Junior Optimal Principal Amount on such
Distribution Date;
(xi) to the Class B2 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date;
(xii) to the Class B2 Certificates, any Unpaid Class
Interest Shortfall therefor on such Distribution Date;
(xiii) to the Class B2 Certificates, in reduction of
the Class Certificate Principal Balance thereof, such Class's
Allocable Share of the Junior Optimal Principal Amount on such
Distribution Date;
(xiv) to the Class B3 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date;
(xv) to the Class B3 Certificates, any Unpaid Class
Interest Shortfall therefor on such Distribution Date;
(xvi) to the Class B3 Certificates, in reduction of
the Class Certificate Principal Balance thereof, such Class's
Allocable Share of the Junior Optimal Principal Amount on such
Distribution Date;
(xvii) to the Class B4 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date;
(xviii) to the Class B4 Certificates, any Unpaid
Class Interest Shortfall therefor on such Distribution Date;
(xix) to the Class B4 Certificates, in reduction of
the Class Certificate Principal Balance thereof, such Class's
Allocable Share of the Junior Optimal Principal Amount on such
Distribution Date;
(xx) to the Class B5 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date;
(xxi) to the Class B5 Certificates, any Unpaid Class
Interest Shortfall therefor on such Distribution Date; and
(xxii) to the Class B5 Certificates, in reduction of
the Class Certificate Principal Balance thereof, such Class's
Allocable Share of the Junior Optimal Principal Amount on such
Distribution Date.
Notwithstanding the foregoing, amounts otherwise distributable pursuant to
clauses (vii), (x), (xiii), (xvi), (xix) and (xxii) on any Distribution Date
shall be reduced, in inverse order of priority, by any amount distributed
pursuant to clause (iv) on such date, such that such amount distributed pursuant
to clause (iv) on such date shall be applied first to reduce the amount
distributable pursuant to clause (xxii), and then, to the extent of any excess,
applied second, to reduce the amount distributable pursuant to clause (xix),
third, to reduce the amount distributable pursuant to clause (xvi), fourth, to
reduce the amount distributable pursuant to clause (xiii), fifth, to reduce the
amount distributable pursuant to clause (x) and sixth, to reduce the amount
distributable pursuant to clause (vii).
(b) On each Distribution Date, the Trustee shall distribute to the holder
of the Class R Certificate any remaining Available Funds for such Distribution
Date after application of all amounts described in clause (a) of this Section
4.01, together with any Unanticipated Recoveries received by the Company in the
calendar month preceding the month of such Distribution Date and not distributed
on such Distribution Date to the holders of outstanding Certificates of any
other Class pursuant to Section 4.01(f). Any distributions pursuant to this
clause (b) shall not reduce the Class Certificate Principal Balance of the Class
R Certificate.
(c) If on any Distribution Date the Class Certificate Principal Balances of
the Junior Certificates have each been reduced to zero, the amount distributable
to the Senior Certificates other than the Class PO Certificates pursuant to
Section 4.01(a)(iii) for such Distribution Date and each succeeding Distribution
Date shall be allocated among such Classes of Senior Certificates, pro rata, on
the basis of their respective Class Certificate Principal Balances immediately
prior to such Distribution Date, regardless of the priorities and amounts set
forth in Section 4.01(a)(iii).
(d) If on any Distribution Date (i) the Class Certificate Principal Balance
of the Class M Certificates or any Class of Class B Certificates for which the
related Prepayment Distribution Trigger was satisfied on such Distribution Date
is reduced to zero and (ii) amounts distributable pursuant to clauses (ii), (iv)
and (v) of the Junior Optimal Principal Amount remain undistributed on such
Distribution Date after all amounts otherwise distributable on such date
pursuant to clauses (iv) through (xxii) of Section 4.01(a) have been
distributed, such amounts shall be distributed on such Distribution Date to the
remaining Classes of Junior Certificates in order of priority, such that no such
distribution shall be made to any Class of Junior Certificates while a prior
such Class is outstanding.
(e) [Reserved]
(f) In the event that in any calendar month the Company recovers an amount
(an "Unanticipated Recovery") in respect of principal of a Mortgage Loan which
had previously been allocated as a Realized Loss to any Class of Certificates
pursuant to Section 4.03, on the Distribution Date in the next succeeding
calendar month the Trustee shall withdraw from the Certificate Account and
distribute to the holders of each outstanding Class to which such Realized Loss
had previously been allocated its share (determined as described in the
succeeding paragraph) of such Unanticipated Recovery in an amount not to exceed
the amount of such Realized Loss previously allocated to such Class. When the
Class Certificate Principal Balance of a Class of Certificates has been reduced
to zero, the holders of such Class shall not be entitled to any share of an
Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among
all outstanding Classes of Certificates entitled thereto in accordance with the
preceding sentence, subject to the remainder of this subsection (f). In the
event that (i) any Unanticipated Recovery remains undistributed in accordance
with the preceding sentence or (ii) the amount of an Unanticipated Recovery
exceeds the amount of the Realized Loss previously allocated to any outstanding
Classes with respect to the related Mortgage Loan, on the applicable
Distribution Date the Trustee shall distribute to the holders of all outstanding
Classes of the related Certificates to which Realized Losses had previously been
allocated and not reimbursed their pro rata share (determined as described
below) of such excess in an amount not to exceed the aggregate amount of any
Realized Loss previously allocated to such Class with respect to any other
Mortgage Loan that has not been recovered in accordance with Section 4.01(f).
Any distributions made pursuant to this Section 4.01(f) shall not reduce the
Class Certificate Principal Balance of the related Certificate.
For purposes of the preceding paragraph, the share of an Unanticipated
Recovery allocable to any Class of Certificates with respect to a Mortgage Loan
shall be (i) with respect to the Class PO Certificates, based on the applicable
PO Percentage of the principal portion of the Realized Loss previously allocated
thereto with respect to such Mortgage Loan (or all Mortgage Loans for purposes
of the next to last sentence of the preceding paragraph), and (ii) with respect
to any other Class of Certificates, based on its pro rata share (in proportion
to the Class Certificate Principal Balances thereof with respect to such
Distribution Date) of the applicable Non-PO Percentage of the principal portion
of any such Realized Loss previously allocated with respect to such Mortgage
Loan (or Loans); provided, however, that (i) the share of an Unanticipated
Recovery allocable to a Class PO Certificate with respect to any Mortgage Loan
(or Loans) shall be reduced by the aggregate amount previously distributed to
such Class on account of the applicable Class PO Deferred Amount in respect of
such Mortgage Loan (or Loans) and (ii) the amount by which the distributions to
the Class PO Certificates have been so reduced shall be distributed to the
Classes of Certificates described in clause (ii) of the preceding paragraph in
the same proportion as described in such clause (ii). For purposes of the
preceding sentence, any Class PO Deferred Amount distributed to a Class PO
Certificate on previous Distribution Dates shall be deemed to have been
allocated in respect of the Mortgage Loans as to which the applicable PO
Percentage of the principal portion of Realized Losses has previously been
allocated to such Class on a pro rata basis (based on the amount of Realized
Losses so allocated).
Section 4.02. Method of Distribution. (a) All distributions with respect to
each Class of Certificates on each Distribution Date shall be made pro rata
among the outstanding Certificates of such Class, based on the Percentage
Interest in such Class represented by each Certificate. Payments to the
Certificateholders on each Distribution Date will be made by the Trustee to the
Certificateholders of record on the related Record Date (other than as provided
in Section 9.01 respecting the final distribution) by check or money order
mailed to a Certificateholder at the address appearing in the Certificate
Register, or upon written request by such Certificateholder to the Trustee made
not later than the applicable Record Date, by wire transfer to a U.S. depository
institution acceptable to the Trustee, or by such other means of payment as such
Certificateholder and the Trustee shall agree.
(b) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, which shall credit the amount of such distribution to
the accounts of its Depository Participants in accordance with its normal
procedures. Each Depository Participant shall be responsible for disbursing such
distribution to the Certificate Owners that it represents and to each Financial
Intermediary for which it acts as agent. Each Financial Intermediary shall be
responsible for disbursing funds to the Certificate Owners that it represents.
All such credits and disbursements with respect to a Book-Entry Certificate are
to be made by the Depository and the Depository Participants in accordance with
the provisions of the applicable Certificates. Neither the Trustee nor the
Company shall have any responsibility therefor except as otherwise provided by
applicable law.
(c) The Trustee shall withhold or cause to be withheld such amounts as it
reasonably determines are required by the Code (giving full effect to any
exemptions from withholding and related certifications required to be furnished
by Certificateholders or Certificate Owners and any reductions to withholding by
virtue of any bilateral tax treaties and any applicable certification required
to be furnished by Certificateholders or Certificate Owners with respect
thereto) from distributions to be made to Non-U.S. Persons. If the Trustee
reasonably determines that a more accurate determination of the amount required
to be withheld for a distribution can be made within a reasonable period after
the scheduled date for such distribution, it may hold such distribution in trust
for a holder of a Residual Certificate until such determination can be made. For
the purposes of this paragraph, a "Non-U.S. Person" is (i) an individual other
than a citizen or resident of the United States, (ii) a partnership, corporation
or entity treated as a partnership or corporation for U.S. federal income tax
purposes not formed under the laws of the United States, any state thereof or
the District of Columbia (unless, in the case of a partnership, Treasury
regulations provide otherwise), (iii) any estate, the income of which is not
subject to U.S. federal income taxation, regardless of source, and (iv) any
trust, other than a trust that a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more U.S. Persons have the authority to control all substantial decisions of the
trust.
Section 4.03. Allocation of Losses. (a) On or prior to each Determination
Date, the Company shall determine the amount of any Realized Loss in respect of
each Mortgage Loan that occurred during the immediately preceding calendar
month.
(b) With respect to any Distribution Date, the principal portion of each
Realized Loss (other than any Excess Loss) shall be allocated as follows:
(i) the applicable PO Percentage of the principal
portion of any such Realized Loss shall be allocated to the
Class PO Certificates until the Class Certificate Principal
Balance thereof has been reduced to zero; and
(ii) the applicable Non-PO Percentage of the
principal portion of any such Realized Loss shall be allocated
in the following order of priority:
first, to the Class B5 Certificates until the Class
Certificate Principal Balance thereof has been reduced to
zero;
second, to the Class B4 Certificates until the
Class Certificate Principal Balance thereof has been
reduced to zero;
third, to the Class B3 Certificates until
the Class Certificate Principal Balance thereof has
been reduced to zero;
fourth, to the Class B2 Certificates until
the Class Certificate Principal Balance thereof has
been reduced to zero;
fifth, to the Class B1 Certificates until the
Class Certificate Principal Balance thereof has been
reduced to zero;
sixth, to the Class M Certificates until the
Class Certificate Principal Balance thereof has been reduced
to zero; and
seventh, to the Classes of Senior Certificates other
than the Class PO Certificates, pro rata, in accordance with
their Class Certificate Principal Balances; provided, that any
such loss allocated to any Class of Accrual Certificates (and
any Accrual Component) shall be allocated (subject to Section
4.03(d)) on the basis of the lesser of (x) the Class
Certificate Principal Balance (or Component Principal Balance)
thereof immediately prior to the applicable Distribution Date
and (y) the Class Certificate Principal Balance (or Component
Principal Balance) thereof on the Closing Date (as reduced by
any Realized Losses previously allocated thereto).
(c) With respect to any Distribution Date, the principal portion of any
Excess Loss (other than Excess Bankruptcy Losses attributable to Debt Service
Reductions) shall be allocated as follows: (1) the PO Percentage of any such
loss shall be allocated to the Class PO Certificates, and (2) the Non-PO
Percentage of any such loss shall be allocated to each Class of Certificates
other than the Class PO Certificates, pro rata, based on the respective Class
Certificate Principal Balances thereof; provided, that any such loss allocated
to any Class of Accrual Certificates (and any Accrual Component) shall be
allocated (subject to Section 4.03(d)) on the basis of the lesser of (x) the
Class Certificate Principal Balance (or Component Principal Balance) thereof
immediately prior to the applicable Distribution Date and (y) the Class
Certificate Principal Balance (or Component Principal Balance) thereof on the
Closing Date (as reduced by any Realized Losses previously allocated thereto).
(d) Any Realized Losses allocated to a Class of Certificates pursuant to
Section 4.03(b) or (c) shall be allocated among the Certificates of such Class
in proportion to their respective Certificate Principal Balances. In addition,
any Realized Losses allocated to any Class of Component Certificates on a
Distribution Date shall be allocated in reduction of the Component Principal
Balances of the related Components (other than any Notional Component) in
proportion to their respective Component Principal Balances immediately prior to
such Distribution Date. Any allocation of Realized Losses pursuant to this
paragraph (d) shall be accomplished by reducing the Certificate Principal
Balance (or, in the case of any Component, the Component Principal Balance) of
the related Certificates (or Components) on the related Distribution Date in
accordance with Section 4.03(e).
(e) Realized Losses allocated in accordance with this Section 4.03 shall be
allocated on the Distribution Date in the month following the month in which
such loss was incurred and, in the case of the principal portion thereof, after
giving effect to distributions made on such Distribution Date, except that the
aggregate amount of Realized Losses to be allocated to the Class PO Certificates
on such Distribution Date will be taken into account in determining
distributions in respect of any Class PO Deferred Amount for such date.
(f) On each Distribution Date, the Company shall determine the Subordinate
Certificate Writedown Amount, if any. Any such Subordinate Certificate Writedown
Amount shall effect a corresponding reduction in the Certificate Principal
Balance of the Subordinate Certificates, which reduction shall occur on such
Distribution Date after giving effect to distributions made on such Distribution
Date.
(g) Notwithstanding the foregoing, no such allocation of any Realized Loss
shall be made on a Distribution Date to a Class of Certificates to the extent
that such allocation would result in the reduction of the aggregate Certificate
Principal Balances of all the Certificates as of such Distribution Date, after
giving effect to all distributions and prior allocations of Realized Losses on
such date, to an amount less than the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the first day of the month of such Distribution Date,
less any Deficient Valuations occurring on or prior to the Bankruptcy Coverage
Termination Date (such limitation, the "Loss Allocation Limitation").
Section 4.04. Monthly Advances; Purchases of Defaulted Mortgage Loans. (a)
The Company shall be required to make Monthly Advances in the manner and to the
extent provided herein. Prior to the close of business on each Determination
Date, the Company shall determine (i) the amount of the Monthly Advance which it
is required to make on the related Distribution Date and (ii) whether it has
elected to purchase any Defaulted Mortgage Loan or Loans on such Distribution
Date. If the Company so elects to purchase any Defaulted Mortgage Loans (or is
required to purchase any Mortgage Loan pursuant to Section 2.02 or 2.03(a)), no
Monthly Advance shall be required with respect thereto for the month in which
such purchase occurs. The Company shall include information as to each of such
determinations in the Servicer's Certificate furnished by it to the Trustee in
accordance with Section 4.06 and shall be obligated to transfer to the
Certificate Account pursuant to Section 3.02(d) on or before 11:00 a.m. New York
time on the Business Day next preceding the following Distribution Date in
next-day funds the respective amounts applicable to such determinations
appearing in such Servicer's Certificate. Upon receipt by the Trustee of written
notification signed by a Servicing Officer of any such deposit relating to the
purchase by the Company of such a Mortgage Loan, the Trustee shall release to
the Company the related Mortgage File and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in the Company any Mortgage Loan released pursuant hereto.
(b) In the event that the Company transfers or expects to transfer less
than the Available Funds required to be deposited by it pursuant to Section
3.02(d), the Company shall so notify the Trustee no later than 9:00 a.m. on the
Business Day preceding the related Distribution Date, and the amount so
transferred, if any, shall be deemed to have been transferred first pursuant to
clause (i) of the definition of Available Funds, second pursuant to clause (iii)
of the definition of Available Funds, and third pursuant to clause (ii) of the
definition of Available Funds. Such notice shall specify each Mortgage Loan
delinquent as of the preceding Determination Date. In such event, the Trustee
shall make any Monthly Advance required to be made hereunder, in the manner and
to the extent required; provided, the Trustee shall not be so obligated if
prohibited by applicable law.
(c) In the event that the Company is succeeded hereunder as servicer, the
obligation to make Monthly Advances in the manner and to the extent required by
Section 4.04(a) shall be assumed by the successor servicer (subject to Section
7.02).
Section 4.05. Statements to Certificateholders. Each month, at least two
Business Days prior to each Distribution Date, the Company shall deliver to the
Trustee for mailing to each Certificateholder, and the Trustee shall mail to
each Certificateholder on such Distribution Date, a statement (each, a
"Distribution Date Statement") substantially in the form of Exhibit J hereto,
setting forth:
(i) The amount of such distribution to the
Certificateholders of each Class (and in respect of any
Component), other than any Notional Certificates (and any
Notional Component), allocable to principal, separately
identifying the aggregate amount of any Principal Prepayments
included therein (including, for this purpose, the Scheduled
Principal Balances of all Defaulted Mortgage Loans and
Defective Mortgage Loans purchased pursuant to Section 2.02,
2.03(b) or 3.16, respectively, and any amounts deposited
pursuant to Section 2.03(b) in connection with the
substitution of any Mortgage Loans pursuant to Section 2.02 or
2.03(a), the proceeds of which purchases or substitutions are
being distributed on such Distribution Date);
(ii) The amount of such distribution to the
Certificateholders of each Class (other than any Class of
Principal Only Certificates) allocable to interest, including
any Accrual Amount added to the Class Certificate Principal
Balance or Component Principal Balance of any Class of Accrual
Certificates or any Accrual Components;
(iii) The amount of servicing compensation paid to
the Company during the month preceding the month of
distribution in respect of the Mortgage Loans and such other
customary information as the Company deems necessary or
desirable to enable Certificateholders to prepare their tax
returns;
(iv) The Pool Scheduled Principal Balance and the
aggregate number of the Mortgage Loans on the preceding Due
Date after giving effect to all distributions allocable to
principal made on such Distribution Date;
(v) The Class Certificate Principal Balance (or
Notional Principal Balance) of each Class, the Component
Principal Balance of each Component and the Certificate
Principal Balance (or Notional Principal Balance) of a Single
Certificate of each Class after giving effect to (i) all
distributions allocable to principal (or reductions in the
Notional Principal Balance, in the case of the Notional
Certificates, or the addition of any Accrual Amount, in the
case of any Class of Accrual Certificates) made on such
Distribution Date and (ii) the allocation of any Realized
Losses and any Subordinate Certificate Writedown Amount for
such Distribution Date;
(vi) The Pay-out Rate applicable to each Class
of Certificates;
(vii) The book value and unpaid principal balance of
any real estate acquired on behalf of Certificateholders
through foreclosure, or grant of a deed in lieu of foreclosure
or otherwise, of any REO Mortgage Loan, and the number of the
related Mortgage Loans;
(viii) The aggregate Scheduled Principal Balances and
number of Mortgage Loans which, as of the close of business on
the last day of the month preceding the related Distribution
Date, were (a) delinquent as to a total of (x) 30-59 days, (y)
60-89 days and (z) 90 days or more, and (b) in foreclosure;
(ix) The Scheduled Principal Balance of any Mortgage
Loan replaced pursuant to Section 2.03(b);
(x) The Certificate Interest Rates of any LIBOR
Certificates and any COFI Certificates applicable to the
Interest Accrual Period relating to such Distribution Date and
such Class;
(xi) The Senior Percentage 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 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 1998, make the reports of foreclosures and abandonments of
any Mortgaged Property as required by section 6050J of the Code. In order to
facilitate this reporting process, the Company, on or before January 15th of
each year, shall provide to the Trustee reports relating to each instance
occurring during the previous calendar year in which the Company (i) on behalf
of the Trustee acquires an interest in a Mortgaged Property through foreclosure
or other comparable conversion in full or partial satisfaction of a Mortgage
Loan, or (ii) knows or has reason to know that a Mortgaged Property has been
abandoned. Reports from the Company shall be in form and substance sufficient to
meet the reporting requirements imposed by section 6050J of the Code.
Section 4.08. Reduction of Base Servicing Fees by Compensating Interest
Payments. The aggregate amount of the Base Servicing Fees subject to retention
by the Company as servicer in respect of any Distribution Date shall be reduced
by the amount of any Compensating Interest Payment for such Distribution Date.
Section 4.09. Surety Bond. (a) If a Required Surety Payment is payable
pursuant to the Surety Bond with respect to any Pledged Asset Mortgage Loan, the
Company shall so notify the Trustee as soon as reasonably practicable and shall,
on behalf of the Trustee for the benefit of the Certificateholders, promptly
complete the notice in the form of Attachment 1 to the Surety Bond and shall
promptly submit such notice to the Surety as a claim for a Required Surety
Payment.
(b) Upon receipt of a Required Surety Payment from the Surety on behalf of
the Certificateholders, the Company shall promptly credit such amount to the
Mortgage Loan Payment Record.
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates. (a) The Certificates shall be substantially
in the forms set forth in Exhibit A hereto, as applicable, and shall, on
original issue, be executed by the Trustee, not in its individual capacity but
solely as Trustee, and countersigned and delivered by the Trustee to or upon the
order of the Company as provided in Article II.
(b) The Certificates shall be issued in an aggregate Initial Certificate
Principal Balance of $175,339,322.18. Such aggregate original principal balance
shall be divided among the Classes having the designations, Class Certificate
Principal Balances, Certificate Interest Rates and minimum denominations as
follows:
<PAGE>
Initial Class
Certificate Certificate
Principal Interest Minimum
Designation Balance Rate Denominations
- ----------- ------- ---- -------------
Class A $ 171,658,900.00 6.25% $ 25,000
Class PO 173,016.56 0.00 (1)
Class M 1,578,000.00 6.25 100,000
Class B1 614,000.00 6.25 100,000
Class B2 438,000.00 6.25 100,000
Class B3 351,000.00 6.25 250,000
Class B4 263,000.00 6.25 250,000
Class B5 263,305.62 6.25 250,000
Class R 100.00 6.25 100
- -------------------
(1) The Class PO Certificates will be issued as a single Certificate evidencing
the entire Class Certificate Principal Balance of such Class.
(c) The Certificates shall be issuable in registered form only. The
Book-Entry Certificates will be evidenced by one or more certificates,
beneficial ownership of which will be held in the minimum dollar denominations
in Certificate Principal Balance or Notional Principal Balance, as applicable,
specified in Section 5.01(b), and integral multiples of $1,000 in excess
thereof. The Non-Book-Entry Certificates other than the Residual Certificate
shall each be issued in the minimum dollar denominations in Certificate
Principal Balance or Notional Principal Balance, as applicable, specified in
Section 5.01(b), and integral multiples of $1,000 in excess thereof (and, if
necessary, in the amount of the remaining Class Certificate Principal Balance or
Notional Principal Balance, as applicable, of each Class, in the case of one
Certificate of such Class). The Residual Certificate shall be issued as a single
certificate evidencing the entire Class Certificate Principal Balance of such
Class and having a Percentage Interest of 100%. If necessary, one Certificate of
each Class of Book-Entry Certificates may evidence an additional amount equal to
the remainder of the Class Certificate Principal Balance (or Notional Principal
Balance) of such Class.
(d) The Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee by an authorized officer under its seal, which may be in
facsimile form and be imprinted or otherwise reproduced thereon. Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures were affixed, authorized to sign on behalf of the Trustee
shall bind the Trustee, notwithstanding that such individuals or any of them
have ceased to be so authorized prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of such Certificate. No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless such Certificate shall have been manually countersigned
by the Trustee substantially in the forms set forth in Exhibit A hereto, and
such countersignature upon any Certificate shall be conclusive evidence, and the
only evidence, that such Certificate has been duly executed and delivered
hereunder. All Certificates issued on the Closing Date shall be dated the
Closing Date; all Certificates issued thereafter shall be dated the date of
their countersignature.
(e) [Reserved]
Section 5.02. Registration of Transfer and Exchange of Certificates. (a)
The Trustee shall cause to be kept at an office or agency in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
New York a Certificate Register in which, subject to such reasonable regulations
as it may prescribe, the Trustee shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trustee shall initially serve as Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of Certificates as herein
provided.
Subject to Sections 5.02(b) and 5.02(c), upon surrender for registration of
transfer of any Certificate at the Corporate Trust Office, the Trustee shall
execute, authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of the same Class in authorized
denominations of a like Percentage Interest.
At the option of a Certificateholder, Certificates may be exchanged for
other Certificates of authorized denominations of a like Class and Percentage
Interest, upon surrender of the Certificates to be exchanged at any such office
or agency. Whenever any Certificates are so surrendered for exchange the Trustee
shall execute, countersign and deliver the Certificates which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for registration of transfer or exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder thereof or his
attorney duly authorized in writing.
No service charge shall be made for any registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
All Certificates surrendered for registration of transfer and exchange
shall be canceled and subsequently destroyed by the Trustee and a certificate of
destruction shall be delivered by the Trustee to the Company.
(b) No legal or beneficial interest in all or any portion of the Residual
Certificates may be transferred directly or indirectly to (i) Disqualified
Organization or an agent of a Disqualified Organization (including a broker,
nominee, or middleman), (ii) an entity that holds REMIC residual securities as
nominee to facilitate the clearance and settlement of such securities through
electronic book-entry changes in accounts of participating organizations (a
"Book-Entry Nominee"), or (iii) an individual, corporation, partnership or other
person unless such transferee (A) is not a Non-U.S. Person or (B) is a Non-U.S.
Person that holds a Residual Certificate in connection with the conduct of a
trade or business within the United States and has furnished the transferor and
the Trustee with an effective Internal Revenue Service Form 4224 or (C) is a
Non-U.S. Person that has delivered to both the transferor and the Trustee an
opinion of a nationally recognized tax counsel to the effect that the transfer
of a Residual Certificate to it is in accordance with the requirements of the
Code and the regulations promulgated thereunder and that such transfer of a
Residual Certificate will not be disregarded for federal income tax purposes
(any such person who is not covered by clause (A), (B) or (C) above being
referred to herein as a "Non-permitted Foreign Holder"), and any such purported
transfer shall be void and have no effect. The Trustee shall not execute, and
shall not authenticate and deliver, a Residual Certificate in connection with
any transfer thereof unless the transferor shall have provided to the Trustee an
affidavit, substantially in the form attached as Exhibit F hereto, signed by the
transferee, to the effect that the transferee is not such a Disqualified
Organization, an agent (including a broker, nominee, or middleman) for any
entity as to which the transferee has not received a substantially similar
affidavit, a Book-Entry Nominee or a Non-permitted Foreign Holder, which
affidavit shall contain the consent of the transferee to any such amendments of
this Agreement as may be required to further effectuate the foregoing
restrictions on transfer of the Residual Certificates to Disqualified
Organizations, Book-Entry Nominees or Non-permitted Foreign Holders, and an
agreement by the Transferee that it will not transfer a Residual Certificate
without providing to the Trustee an affidavit substantially in the form attached
as Exhibit F hereto and a letter substantially in the form attached as Exhibit G
hereto. Such affidavit shall also contain the statement of the transferee that
(i) it does not have the intention to impede the assessment or collection of any
federal, state or local taxes legally required to be paid with respect to the
Residual Certificates and (ii) it understands that it may incur tax liabilities
in excess of cash flows generated by a Residual Certificate and that it intends
to pay taxes associated with holding a Residual Certificate as they become due.
The affidavit described in the preceding paragraph, if not executed in
connection with the initial issuance of the Residual Certificates, shall be
accompanied by a written statement in the form attached as Exhibit G hereto,
signed by the transferor, to the effect that as of the time of the transfer, the
transferor has (i) no actual knowledge that the transferee is a Disqualified
Organization, Book-Entry Nominee or Non-permitted Foreign Holder, (ii) no reason
to believe that the transferee has the intention to impede the assessment or
collection of any federal, state or local taxes legally required to be paid with
respect to a Residual Certificate, and (iii) conducted a reasonable
investigation and found that the transferee had historically paid its debts as
they came due and found no significant evidence to indicate that the transferee
will not continue to pay its debts as they become due. The Residual Certificates
shall bear a legend referring to the foregoing restrictions contained in this
paragraph and the preceding paragraph.
Upon notice to the Company that any legal or beneficial interest in any
portion of the Residual Certificates has been transferred, directly or
indirectly, to a Disqualified Organization or agent thereof (including a broker,
nominee, or middleman) in contravention of the foregoing restrictions, (i) such
transferee shall be deemed to hold the Residual Certificate in constructive
trust for the last transferor who was not a Disqualified Organization or agent
thereof, and such transferor shall be restored as the owner of such Residual
Certificate as completely as if such transfer had never occurred, provided that
the Company may, but is not required to, recover any distributions made to such
transferee with respect to the Residual Certificate and return such recovery to
the transferor, and (ii) the Company agrees to furnish to the Internal Revenue
Service and to any transferor of the Residual Certificate or such agent (within
60 days of the request therefor by the transferor or agent) such information
necessary to the application of section 860E(e) of the Code as may be required
by the Code, including but not limited to the present value of the total
anticipated excess inclusions with respect to the Residual Certificate (or
portion thereof) for periods after such transfer. At the election of the
Company, the cost to the Company of computing and furnishing such information
may be charged to the transferor or such agent referred to above; however, the
Company shall in no event be excused from furnishing such information.
The restrictions on transfers of the Residual Certificates set forth in the
preceding three paragraphs shall cease to apply to transfers (and the applicable
portions of the legend to the Residual Certificates may be deleted) after
delivery to the Trustee of an Opinion of Counsel to the effect that the
elimination of such restrictions will not cause the REMIC established hereunder
to fail to qualify as a REMIC at any time that the Certificates are outstanding.
No transfer of a Restricted Certificate shall be made unless such transfer
is made pursuant to an effective registration statement under the Securities Act
of 1933, as amended (the "Act"), and any applicable state securities laws, in
each case as evidenced by an Officer's Certificate, or is exempt from the
registration requirements of the Act and any applicable state securities laws.
In the event of such registration, any restrictive legends set forth in the form
of the relevant Restricted Certificate in Exhibit A hereto with respect to the
Act and state securities law restrictions shall be removed by the Trustee upon
request of the Holder thereof and automatically upon exchange or registration of
transfer thereof. As a condition to any transfer that is to be made in reliance
upon an exemption from the Act and such laws of a (i) Class PO Certificate or
(ii) Restricted Junior Certificate to any person other than a QIB (as certified
by the proposed transferee in the form of assignment attached to the related
Certificate), either (x) the Trustee shall require the transferee to execute an
investment letter in the form substantially as set forth in Exhibit I hereto or
in such other form as may be acceptable to the Trustee, certifying as to the
facts surrounding such transfer, or (y) in lieu of such investment letter, the
Trustee may accept a written Opinion of Counsel (in form and substance
acceptable to the Trustee) that such proposed transfer may be made pursuant to
an exemption from the Act. As an additional condition to any transfer of a
Restricted Certificate, either (i) the transferor and the transferee shall
complete the form of assignment attached to the Certificate proposed to be
transferred, or (ii) the Trustee shall have received the above-referenced
Opinion of Counsel. The holder of any Restricted Certificate desiring to effect
the transfer thereof to a person other than a QIB shall, and hereby agrees to,
comply with any applicable conditions set forth in the preceding two sentences
and indemnify the Trustee and the Company against any liability that may result
if the transfer thereof is not so exempt or is not made in accordance with such
federal and state laws. Such agreement to so indemnify the Trustee and the
Company shall survive the termination of this Agreement. Notwithstanding the
foregoing, no Opinion of Counsel or investment letter shall be required upon the
original issuance of (i) the Restricted Junior Certificates to the Initial
Purchaser (as defined in the Private Placement Memorandum) or its nominee and
(ii) the Class PO Certificates to the Company or upon any subsequent transfer of
any Class PO Certificate by the Company, provided that if any Restricted Junior
Certificates are, at the request of the Initial Purchaser, registered in the
name of its nominee, the Initial Purchaser shall be deemed to acknowledge and
agree with the Company and the Trustee that no transfer of a beneficial interest
in such Certificates will be made without registering such Certificates in the
name of the transferee, which shall be a Person other than such nominee. Any
opinion or letter required pursuant to this paragraph shall not be at the
expense of the Trust Fund or the Trustee.
(c) (i) No transfer of an ERISA-Restricted Certificate in the form of a
Definitive Certificate shall be made to any Person unless the Trustee has
received (A) a certificate (substantially in the form of Exhibit E or such other
form as is acceptable to the Company and the Trustee) from such transferee to
the effect that such transferee (i) is not a Plan or a Person that is using the
assets of a Plan to acquire such ERISA-Restricted Certificate or (ii) is an
insurance company investing assets of its general account and the exemptions
provided by Section III(a) of Department of Labor Prohibited Transaction Class
Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemptions") apply to
the transferee's acquisition and holding of any ERISA-Restricted Certificate or
(B) an opinion of counsel satisfactory to the Trustee and the Company to the
effect that the purchase and holding of such a Certificate will not constitute
or result in the assets of the Trust Fund being deemed to be "plan assets"
subject to the prohibited transactions provisions of ERISA or Section 4975 of
the Code and will not subject the Trustee or the Company to any obligation in
addition to those undertaken in the Agreement; provided, however, that the
Trustee will not require such certificate or opinion in the event that, as a
result of a change of law or otherwise, counsel satisfactory to the Trustee has
rendered an opinion to the effect that the purchase and holding of an
ERISA-Restricted Certificate by a Plan or a Person that is purchasing or holding
such a Certificate with the assets of a Plan will not constitute or result in a
prohibited transaction under ERISA or Section 4975 of the Code. The preparation
and delivery of the certificate and opinions referred to above shall not be an
expense of the Trust Fund, the Trustee or the Company. Notwithstanding the
foregoing, no opinion or certificate shall be required for the initial issuance
of the ERISA-Restricted Certificates.
(ii) No transfer of a Residual Certificate shall be
made to any Person unless the Trustee has received a
certification (substantially in the form of paragraph 4 of
Exhibit F) from such transferee to the effect that, among
other things, such transferee is not a Plan or a Person that
is using the assets of a Plan to acquire any such Certificate.
The preparation and delivery of such certificate shall not be
an expense of the Trust Fund, the Trustee or the Company.
(d) Subject to Section 8.01(i) hereof, the Trustee may conclusively rely
upon any certificate, affidavit or opinion delivered pursuant to Section 5.02(b)
or (c). Any certificate or affidavit required to be delivered by a transferee
under this Section 5.02 may be executed and delivered in the name of such
transferee by its attorney-in-fact duly authorized in writing in form and
substance satisfactory to the Trustee.
(e) Except as to any additional Certificate of any Class of Book-Entry
Certificates held in physical certificated form pursuant to Section 5.02(g) or
any Restricted Junior Certificate of any Class of Book-Entry Certificates that
is transferred to an entity other than a QIB, the Book-Entry Certificates shall,
subject to Section 5.02(f), at all times remain registered in the name of the
Depository or its nominee and at all times: (i) registration thereof may not be
transferred by the Trustee except to another Depository; (ii) the Depository
shall maintain book-entry records with respect to the Certificate Owners and
with respect to ownership and transfers of such Certificates; (iii) ownership
and transfers of registration of the Certificates issued in book-entry form on
the books of the Depository shall be governed by applicable rules established by
the Depository and the rights of Certificate Owners with respect to Book-Entry
Certificates shall be governed by applicable law and agreements between such
Certificate Owners and the Depository, Depository Participants, and indirect
participating firms; (iv) the Depository may collect its usual and customary
fees, charges and expenses from its Depository Participants; (v) the Trustee
shall deal with the Depository, Depository Participants and indirect
participating firms as authorized representatives of the Certificate Owners of
the Certificates issued in book-entry form for all purposes including the making
of payments due on the Book-Entry Certificates and exercising the rights of
Holders under this Agreement, and requests and directions for and votes of such
representatives shall not be deemed to be inconsistent if they are made with
respect to different Certificate Owners; (vi) the Trustee may rely and shall be
fully protected in relying upon information furnished by the Depository with
respect to its Depository Participants and furnished by the Depository
Participants with respect to indirect participating firms and persons shown on
the books of such indirect participating firms as direct or indirect Certificate
Owners; (vii) Certificate Owners shall not be entitled to certificates for the
Book-Entry Certificates and (viii) the Trustee may establish a reasonable record
date in connection with solicitations of consents from or voting by
Certificateholders and give notice to the Depository of such record date.
All transfers by Certificate Owners of Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository Participant
or brokerage firm representing such Certificate Owner. Each Depository
Participant shall only transfer Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository's normal procedures. Except as provided herein, the Trustee shall
have no duty to monitor or restrict the transfer of Certificates or interests
therein, and shall have no liability for any transfer, including any transfer
made through the book-entry facilities of the Depository or between or among
Depository Participants or Certificate Owners, made in violation of applicable
restrictions set forth herein, except in the event of the failure of the Trustee
to perform its duties and fulfill its obligations under this Agreement.
(f) If (x)(i) the Company or the Depository advises the Trustee in writing
that the Depository is no longer willing, qualified or able to properly
discharge its responsibilities as Depository, and (ii) the Trustee or the
Company is unable to locate a qualified successor, (y) the Company at its option
advises the Trustee in writing that it elects to terminate the book-entry system
through the Depository or (z) after the occurrence of an Event of Default,
Certificate Owners representing not less than 51% of the aggregate Voting Rights
allocated to the Book-Entry Certificates together advise the Trustee and the
Depository through the Depository Participants in writing that the continuation
of a book-entry system through the Depository is no longer in the best interests
of the Certificate Owners, the Trustee shall notify all Certificate Owners,
through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to Certificate Owners requesting the
same. Upon surrender to the Trustee of such Certificates by the Depository,
accompanied by registration instructions from the Depository for registration,
the Trustee shall issue the Definitive Certificates. Neither the Company nor the
Trustee shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates all references herein to
obligations imposed upon or to be performed by the Depository shall be deemed to
be imposed upon and performed by the Trustee, to the extent applicable with
respect to such Definitive Certificates and the Trustee shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder.
(g) On or prior to the Closing Date, there shall be delivered to the
Depository (or to State Street Bank and Trust Company acting as custodian for
the Depository pursuant to the Depository's procedures) one certificate for each
Class of Book-Entry Certificates registered in the name of the Depository's
nominee, Cede & Co. The face amount of each such Certificate shall represent
100% of the initial Class Certificate Principal Balance thereof, except for such
amount that does not constitute an acceptable denomination to the Depository. An
additional Certificate of each Class of Book-Entry Certificates may be issued
evidencing such remainder and, if so issued, will be held in physical
certificated form by the Holders thereof. Each Certificate issued in book-entry
form shall bear the following legend:
"Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein."
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any
mutilated Certificate is surrendered to the Certificate Registrar, or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate and (b) there is delivered to the Company, the
Certificate Registrar and the Trustee such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Certificate Registrar or the Trustee that such Certificate has been
acquired by a bona fide purchaser, the Trustee shall execute, countersign and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor, Class and Percentage
Interest. In connection with the issuance of any new Certificate under this
Section 5.03, the Trustee may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Trustee and the
Certificate Registrar) connected therewith. Any duplicate Certificate issued
pursuant to this Section 5.03 shall constitute complete and indefeasible
evidence of ownership in the Trust Fund, as if originally issued, whether or not
the lost, stolen or destroyed Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Company, the Trustee, the
Certificate Registrar and any agent of the Company, the Trustee or the
Certificate Registrar may treat the person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01 and for all other purposes whatsoever,
and neither the Company, the Trustee, the Certificate Registrar nor any agent of
the Company, the Trustee or the Certificate Registrar shall be affected by any
notice to the contrary.
Section 5.05. Access to List of Certificateholders' Names and Addresses.
The Certificate Registrar will furnish or cause to be furnished to the Company,
within 15 days after receipt by the Certificate Registrar of request therefor
from the Company in writing, a list, in such form as the Company may reasonably
require, of the names and addresses of the Certificateholders as of the most
recent Record Date for payment of distributions to Certificateholders. If three
or more Certificateholders (hereinafter referred to as "applicants") apply in
writing to the Trustee, and such application states that the applicants desire
to communicate with other Certificateholders with respect to their rights under
this Agreement or under the Certificates and is accompanied by a copy of the
communication which such applicants propose to transmit, then the Trustee shall,
within five Business Days after the receipt of such application, afford such
applicants access during normal business hours to the most recent list of
Certificateholders held by the Trustee. If such list is as of a date more than
90 days prior to the date of receipt of such applicants' request, the Trustee
shall promptly request from the Certificate Registrar a current list as provided
above, and shall afford such applicants access to such list promptly upon
receipt. Every Certificateholder, by receiving and holding a Certificate, agrees
with the Certificate Registrar and the Trustee that neither the Certificate
Registrar nor the Trustee shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information was derived.
Section 5.06. Representation of Certain Certificateholders. The fiduciary
of any Plan which becomes a Holder of a Certificate, by virtue of its acceptance
of such Certificate, will be deemed to have represented and warranted to the
Trustee and the Company that such Plan is an "accredited investor" as defined in
Rule 501(a)(1) of Regulation D promulgated by the Securities and Exchange
Commission under the Securities Act of 1933.
Section 5.07. Determination of COFI. (a) If the outstanding Certificates
include any COFI Certificates, then on each COFI Determination Date the Trustee
shall determine the value of COFI on the basis of the most recently available
Information Bulletin referred to in the definition of "COFI". The establishment
of COFI by the Trustee and the Trustee's subsequent calculation of the rates of
interest applicable to the COFI Certificates for each Interest Accrual Period
shall (in the absence of manifest error) be final and binding. During each
Interest Accrual Period, the Certificate Interest Rate for the COFI Certificates
for the current and immediately preceding Interest Accrual Period shall be made
available by the Trustee to Certificate Owners and Certificateholders at the
following telephone number: (617) 664-5500.
(b) The failure by the Federal Home Loan Bank of San Francisco to publish
COFI for a period of 65 calendar days will constitute an "Alternative Rate
Event" for purposes hereof. Upon the occurrence of an Alternative Rate Event,
the Company will calculate the Certificate Interest Rates for the COFI
Certificates for the subsequent Interest Accrual Periods by using, in place of
COFI, (i) the replacement index, if any, published or designated by the Federal
Home Loan Bank of San Francisco or (ii) if no replacement index is so published
or designated, an alternative index to be selected by the Company that has
performed, or that the Company expects to perform, in a manner substantially
similar to COFI. At the time an alternative index is first selected by the
Company, the Company shall determine the average number of basis points, if any,
by which the alternative index differed from COFI for such period as the
Company, in its sole discretion, reasonably determines to reflect fairly the
long-term difference between COFI and the alternative index, and shall adjust
the alternative index by such average. The Company shall select a particular
index as an alternative only if it receives an Opinion of Counsel to the effect
that the selection of such index will not cause any REMIC established hereunder
to fail to qualify as a REMIC for federal income tax purposes. In the absence of
manifest error, the selection of any alternative index as provided by this
Section 5.07(b) shall be final and binding for each subsequent Interest Accrual
Period. Upon the occurrence of an Alternative Rate Event, the Trustee shall have
no responsibility for the determination of any alternative index or the
calculation of the Certificate Interest Rates for the COFI Certificates.
(c) If at any time after the occurrence of an Alternative Rate Event the
Federal Home Loan Bank of San Francisco resumes publication of COFI, the
Certificate Interest Rates for the COFI Certificates for each Interest Accrual
Period commencing thereafter will be calculated by reference to COFI.
Section 5.08. Determination of LIBOR. (a) If the outstanding Certificates
include any LIBOR Certificates, then on each LIBOR Determination Date the
Trustee shall determine LIBOR for the related Interest Accrual Period as such
rate equal to the Interest Settlement Rate. If such rate does not appear on the
Designated Telerate Page as of 11:00 a.m., London time, on the applicable LIBOR
Determination Date:
(i) The Trustee will request the principal London
office of each Reference Bank (as defined in Section 5.08(e))
to provide such bank's offered quotation (expressed as a
percentage per annum) to prime banks in the London interbank
market for one-month U.S. Dollar deposits as of 11:00 a.m.,
London time, on the applicable LIBOR Determination Date.
(ii) If on any LIBOR Determination Date, two or more
of the Reference Banks provide such offered quotations, LIBOR
for the next Interest Accrual Period will be the arithmetic
mean of such offered quotations (rounding such arithmetic mean
upwards, if necessary, to the nearest whole multiple of
1/16%). If on any LIBOR Determination Date only one or none of
the Reference Banks provide such offered quotations, LIBOR for
the next Interest Accrual Period will be the rate per annum
the Trustee determines to be the arithmetic mean (rounding
such arithmetic mean upwards, if necessary, to the nearest
whole multiple of 1/16%) of the one-month Eurodollar lending
rate that three major banks in New York City selected by the
Trustee are quoting as of approximately 11:00 a.m., New York
City time, on the first day of the applicable Interest Accrual
Period.
(iii) If on any LIBOR Determination Date the Trustee
is required but unable to determine LIBOR in the manner
provided in subparagraph (ii) of this Section 5.08(a), LIBOR
for the next Interest Accrual Period will be LIBOR as
determined on the previous LIBOR Determination Date, or, in
the case of the first LIBOR Determination Date, the Initial
LIBOR Rate.
(b) The establishment of LIBOR by the Trustee and the Trustee's subsequent
calculation of the Certificate Interest Rates applicable to the LIBOR
Certificates for the relevant Interest Accrual Period, in the absence of
manifest error, will be final and binding.
(c) Within five Business Days of the Trustee's calculation of the
Certificate Interest Rates of the LIBOR Certificates, the Trustee shall furnish
to the Company by telecopy (or by such other means as the Trustee and the
Company may agree from time to time) such Certificate Interest Rates.
(d) The Trustee shall provide to Certificateholders who inquire of it by
telephone the Certificate Interest Rates of the LIBOR Certificates for the
current and immediately preceding Interest Accrual Period.
(e) As used herein, "Reference Banks" shall mean no more than four leading
banks engaged in transactions in Eurodollar deposits in the international
Eurocurrency market (i) with an established place of business in London,
England, (ii) whose quotations appear on the display designated "LIBO" on the
Reuters Monitor Money Rates Service (the "Reuters Screen LIBO Page") on the
applicable LIBOR Determination Date and (iii) which have been designated as such
by the Trustee and are able and willing to provide such quotations to the
Trustee on each LIBOR Determination Date. The Reference Banks initially shall
be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company
and Bankers Trust Company. If any of the initial Reference Banks should be
removed from the Reuters Screen LIBO Page or in any other way fail to meet the
qualifications of a Reference Bank, or if such page is no longer published, the
Trustee, after consultation with the Company, shall use its best efforts to
designate alternate Reference Banks.
ARTICLE VI
THE COMPANY
Section 6.01. Liability of the Company. The Company shall be liable in
accordance herewith only to the extent of the obligations specifically imposed
upon and undertaken by the Company herein.
Section 6.02. Merger or Consolidation of, or Assumption of the Obligations
of, the Company. Any corporation into which the Company may be merged or
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Company shall be a party, or any corporation
succeeding to the business of the Company, or any corporation, more than 50% of
the voting stock of which is, directly or indirectly, owned by General Electric
Company, or any limited partnership, the sole general partner of which is either
the Company or a corporation, more than 50% of the voting stock of which is
owned, directly or indirectly, by General Electric Company, which executes an
agreement of assumption to perform every obligation of the Company hereunder,
shall be the successor of the Company hereunder, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
Section 6.03. Assignment. The Company may assign its rights and delegate
its duties and obligations as servicer under this Agreement; provided, that (i)
the purchaser or transferee accepting such assignment or delegation is qualified
to service mortgage loans for FNMA or FHLMC, is reasonably satisfactory to the
Trustee and executes and delivers to the Trustee an agreement, in form and
substance reasonably satisfactory to the Trustee, which contains an assumption
by such purchaser or transferee of the due and punctual performance and
observance of each covenant and condition to be performed or observed by the
Company as servicer hereunder from and after the date of such agreement and (ii)
each Rating Agency's rating of any Classes of Certificates in effect immediately
prior to such assignment or delegation would not be qualified, downgraded or
withdrawn as a result thereof. In the case of any such assignment or delegation,
the Company will be released from its obligations as servicer hereunder except
for liabilities and obligations as servicer incurred prior to such assignment or
delegation.
Section 6.04. Limitation on Liability of the Company and Others. Neither
the Company nor any of the directors or officers or employees or agents of the
Company shall be under any liability to the Trust Fund or the Certificateholders
for any action taken or for refraining from the taking of any action by the
Company pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Company or any such person
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties of the
Company or by reason of reckless disregard of obligations and duties of the
Company hereunder. The Company and any director or officer or employee or agent
of the Company may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder. The Company and any director or officer or employee or agent of the
Company shall be indemnified by the Trust Fund and held harmless against any
loss, liability or expense incurred in connection with any legal action relating
to this Agreement or the Certificates, other than any loss, liability or expense
related to any specific Mortgage Loan or Mortgage Loans (except as any such
loss, liability or expense shall be otherwise reimbursable pursuant to this
Agreement) and any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder. The Company shall be under no obligation to appear in, prosecute or
defend any legal action which is not incidental to its duties to service the
Mortgage Loans in accordance with this Agreement and which in its opinion may
involve it in any expense or liability; provided, however, that the Company may
in its sole discretion undertake any such action which it may deem necessary or
desirable in respect of this Agreement, and the rights and duties of the parties
hereto and the interests of the Certificateholders hereunder. In such event, the
legal expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities of the Trust Fund and the Company shall
be entitled to be reimbursed therefor from amounts credited to the Mortgage Loan
Payment Record as provided by Section 3.04.
Section 6.05. The Company Not to Resign. Subject to the provisions of
Sections 6.02 and 6.03, the Company shall not resign from the obligations and
duties hereby imposed on it except upon determination that the performance of
its duties hereunder is no longer permissible under applicable law. Any such
determination permitting the resignation of the Company shall be evidenced by an
Opinion of Counsel to such effect delivered to the Trustee. No such resignation
shall become effective until the Trustee or a successor servicer shall have
assumed the responsibilities and obligations of the Company in accordance with
Section 7.02.
ARTICLE VII
DEFAULT
Section 7.01. Events of Default. If any one of the following events
("Events of Default") shall occur and be continuing:
(i) Any failure by the Company to make any payment to
the Trustee of funds pursuant to Section 3.02(d) out of which
distributions to Certificateholders of any Class are required
to be made under the terms of the Certificates and this
Agreement which failure continues unremedied for a period of
three Business Days after the date upon which written notice
of such failure shall have been given to the Company by the
Trustee or to the Company and the Trustee by Holders of
Certificates of each Class affected thereby evidencing, as to
each such Class, Percentage Interests aggregating not less
than 25%; or
(ii) Failure on the part of the Company duly to
observe or perform in any material respect any other covenants
or agreements of the Company set forth in the Certificates or
in this Agreement, which covenants and agreements (A)
materially affect the rights of Certificateholders and (B)
continue unremedied for a period of 60 days after the date on
which written notice of such failure, requiring the same to be
remedied, shall have been given to the Company by the Trustee,
or to the Company and the Trustee by the Holders of
Certificates of each Class affected thereby evidencing, as to
each such Class, Percentage Interests aggregating not less
than 25%; or
(iii) The entry of a decree or order by a court or
agency or supervisory authority having jurisdiction in the
premises for the appointment of a conservator, receiver or
liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings
of or relating to the Company, or for the winding up or
liquidation of the Company's affairs, and the continuance of
any such decree or order unstayed and in effect for a period
of 60 consecutive days; or
(iv) The consent by the Company to the appointment of
a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or
similar proceedings of or relating to the Company or of or
relating to substantially all of its property; or the Company
shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations;
then, and in each and every such case, so long as an Event of Default shall not
have been remedied by the Company, either the Trustee, or the Holders of
Certificates of each Class affected thereby evidencing, as to each such Class,
Percentage Interests aggregating not less than 51%, by notice then given in
writing to the Company (and to the Trustee if given by the Certificateholders)
may terminate all of the rights and obligations of the Company as servicer under
this Agreement. On or after the receipt by the Company of such written notice,
all authority and power of the Company under this Agreement, whether with
respect to the Certificates or the Mortgage Loans or otherwise, shall pass to
and be vested in the Trustee pursuant to and under this Section 7.01; and,
without limitation, the Trustee is hereby authorized and empowered to execute
and deliver, on behalf of the Company, as attorney-in-fact or otherwise, any and
all documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement of the Mortgage
Loans and related documents, or otherwise, including, without limitation, the
recordation of the assignments of the Mortgage Loans to it. The Company agrees
to cooperate with the Trustee in effecting the termination of the
responsibilities and rights of the Company hereunder, including, without
limitation, the transfer to the Trustee for the administration by it of all cash
amounts that shall at the time be held by the Company and that have been or
should have been credited by it to the Mortgage Loan Payment Record, or that
have been deposited by the Company in the Certificate Account or are thereafter
received by the Company with respect to the Mortgage Loans. In addition to any
other amounts which are then, or, notwithstanding the termination of its
activities as servicer, may become, payable to the Company under this Agreement,
the Company shall be entitled to receive out of any delinquent payment on
account of interest on a Mortgage Loan, due during the period prior to the
notice pursuant to this Section 7.01 which terminates the obligation and rights
of the Company hereunder and received after such notice, that portion of such
payment which it would have been entitled to retain pursuant to Section 3.04(vi)
if such notice had not been given.
Section 7.02. Trustee to Act; Appointment of Successor. (a) On and after
the time the Company receives a notice of termination pursuant to Section 7.01,
the Trustee shall be the successor in all respects to the Company in its
capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall succeed to all the rights of and be subject to all
the responsibilities, duties and liabilities relating thereto placed on the
Company in its capacity as servicer by the terms and provisions hereof;
provided, however, that the responsibilities and duties of the Company pursuant
to Sections 2.02 and 2.03(a) and, if the Trustee is prohibited by law or
regulation from making Monthly Advances, the responsibility to make Monthly
Advances pursuant to Section 4.04, shall not be the responsibilities, duties or
obligations of the Trustee; and provided further, that any failure of the
Trustee to perform such duties and responsibilities that is caused by the
Company's failure to cooperate with the Trustee as required by Section 7.01
shall not be considered a default by the Trustee hereunder. As compensation
therefor, the Trustee shall, except as provided in Section 7.01, be entitled to
such compensation as the Company would have been entitled to hereunder if no
such notice of termination had been given. Notwithstanding the above, the
Trustee may, if it shall be unwilling so to act, or shall, if it is legally
unable so to act, appoint, or petition a court of competent jurisdiction to
appoint, any established housing and home finance institution approved to
service mortgage loans for either FNMA or FHLMC, having a net worth of not less
than $10,000,000, as the successor to the Company hereunder in the assumption of
all or any part of the responsibilities, duties or liabilities of the Company
hereunder. Pending appointment of a successor to the Company pursuant to this
Article VII, unless the Trustee is prohibited by law from so acting, the Trustee
shall act in such capacity as hereinabove provided. In connection with such
appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans as it and such
successor shall agree; provided, however, that no such compensation shall be in
excess of that permitted the Company hereunder. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession.
(b) Any successor, including the Trustee, to the Company as servicer
pursuant to this Article VII shall during the term of its service as servicer
maintain in force (i) a policy or policies of insurance covering errors and
omissions in the performance of its obligations as servicer hereunder, and (ii)
a fidelity bond in respect of its officers, employees and agents to the same
extent as the Company is so required pursuant to Section 3.15.
Section 7.03. Notification to Certificateholders. Upon any termination or
appointment of a successor to the Company pursuant to this Article VII, the
Trustee shall give prompt written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register.
ARTICLE VIII
THE TRUSTEE
Section 8.01. Duties of Trustee. The Trustee, prior to the occurrence of an
Event of Default and after the curing of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. If an Event of Default has occurred
(which has not been cured), the Trustee shall exercise such of the rights and
powers vested in it by this Agreement, and use the same degree of care and skill
in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.
The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement.
No provision of this Agreement shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default,
and after the curing of all such Events of Default which may
have occurred, the duties and obligations of the Trustee shall
be determined solely by the express provisions of this
Agreement, the Trustee shall not be liable except for the
performance of such duties and obligations as are specifically
set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the
Trustee and, in the absence of bad faith on the part of the
Trustee, the Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the
Trustee and conforming to the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for
an error of judgment made in good faith by a Responsible
Officer of the Trustee, unless it shall be proved that the
Trustee was negligent in performing its duties in accordance
with the terms of this Agreement;
(iii) The Trustee shall not be personally liable with
respect to any action taken, suffered or omitted to be taken
by it in good faith in accordance with the direction of the
Holders of Certificates of each Class affected thereby
evidencing, as to each such Class, Percentage Interests
aggregating not less than 25%, relating to the time, method
and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power
conferred upon the Trustee, under this Agreement; and
(iv) The Trustee shall not be charged with knowledge
of (A) any failure by the Company to comply with the
obligations of the Company referred to in clauses (i) and (ii)
of Section 7.01, (B) the rating downgrade referred to in the
definition of "Trigger Event" or (C) any failure by the
Company to comply with the obligations of the Company to
record the assignments of Mortgages referred to in Section
2.01 unless a Responsible Officer of the Trustee at the
Corporate Trust Office obtains actual knowledge of such
failures, occurrence or downgrade or the Trustee receives
written notice of such failures, occurrence or downgrade from
the Company or the Holders of Certificates of each Class
affected thereby evidencing, as to each such Class, Percentage
Interests aggregating not less than 25%.
Subject to any obligation of the Trustee to make Monthly Advances as
provided herein, the Trustee shall not be required to expend or risk its own
funds or otherwise incur financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it, and
none of the provisions contained in this Agreement shall in any event require
the Trustee to perform, or be responsible for the manner of performance of, any
of the obligations of the Company under this Agreement, except during such time,
if any, as the Trustee shall be the successor to, and be vested with the rights,
duties, powers and privileges of, the Company in accordance with the terms of
this Agreement.
Section 8.02. Certain Matters Affecting the Trustee. Except as otherwise
provided in Section 8.01:
(i) The Trustee may conclusively rely and shall be
protected in acting or refraining from acting upon any
resolution, Officer's Certificate, certificate of auditors or
any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond or other
paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any
Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance with
such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this
Agreement, or to institute, conduct or defend any litigation
hereunder or in relation hereto, at the request, order or
direction of any of the Certificateholders, pursuant to the
provisions of this Agreement, unless such Certificateholders
shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which
may be incurred therein or thereby; nothing contained herein
shall, however, relieve the Trustee of the obligations, upon
the occurrence of an Event of Default (which has not been
cured), to exercise such of the rights and powers vested in it
by this Agreement, and to use the same degree of care and
skill in their exercise as a prudent person would exercise or
use under the circumstances in the conduct of his or her own
affairs;
(iv) The Trustee shall not be personally liable for
any action taken, suffered or omitted by it in good faith and
believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement;
(v) Prior to the occurrence of an Event of Default
and after the curing of all Events of Default which may have
occurred, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond or
other paper or documents, unless requested in writing so to do
by Holders of Certificates of each Class affected thereby
evidencing, as to each such Class, Percentage Interests
aggregating not less than 25%; provided, however, that if the
payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the
making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security
afforded to it by the terms of this Agreement, the Trustee may
require reasonable indemnity against such cost, expense or
liability as a condition to such proceeding. The reasonable
expense of every such investigation shall be paid by the
Company or, if paid by the Trustee, shall be reimbursed by the
Company upon demand. Nothing in this clause (v) shall derogate
from the obligation of the Company to observe any applicable
law prohibiting disclosure of information regarding the
Mortgagors; and
(vi) The Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys or a custodian.
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans. The
recitals contained herein and in the Certificates (other than the signature and
countersignature of the Trustee on the Certificates) shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representations as to the validity
or sufficiency of this Agreement or of the Certificates (other than the
signature and countersignature of the Trustee on the Certificates) or of any
Mortgage Loan or related document. The Trustee shall not be accountable for the
use or application by the Company of any of the Certificates or of the proceeds
of such Certificates, or for the use or application of any funds paid to the
Company in respect of the Mortgage Loans or deposited in or withdrawn from the
Certificate Account by the Company.
Section 8.04. Trustee May Own Certificates. The Trustee in its individual
or any other capacity may become the owner or pledgee of Certificates with the
same rights as it would have if it were not Trustee.
Section 8.05. The Company to Pay Trustee's Fees and Expenses. The Company
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by it in the execution of the trusts hereby created
and in the exercise and performance of any of the powers and duties hereunder of
the Trustee, and the Company will pay or reimburse the Trustee upon its request
for all reasonable expenses, disbursements and advances (including any Monthly
Advances of the Trustee not previously reimbursed thereto pursuant to Section
3.04) incurred or made by the Trustee in accordance with any of the provisions
of this Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its
negligence or bad faith or which is the responsibility of Certificateholders
hereunder. In addition, the Company covenants and agrees to indemnify the
Trustee from, and hold it harmless against, any and all losses, liabilities,
damages, claims or expenses other than those resulting from the negligence or
bad faith of the Trustee. From time to time, the Trustee may request that the
Company debit the Mortgage Loan Payment Record pursuant to Section 3.04 to
reimburse the Trustee for any Monthly Advances and Nonrecoverable Advances.
Section 8.06. Eligibility Requirements for Trustee. The Trustee hereunder
shall at all times be a corporation having its principal office either in the
State of New York or in the same state as that in which the initial Trustee
under this Agreement has its principal office and organized and doing business
under the laws of such State or the United States of America, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority. If such corporation publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section 8.06,
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. The Trustee shall not be an affiliate of the Company. In case at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 8.06, the Trustee shall resign immediately in the
manner and with the effect specified in Section 8.07.
Section 8.07. Resignation or Removal of Trustee. The Trustee may at any
time resign and be discharged from the trusts hereby created by giving written
notice thereof to the Company. Upon receiving such notice of resignation, the
Company shall promptly appoint a successor Trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor Trustee. If no successor Trustee shall
have been so appointed and having accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.
If the conditions in any of the following clauses (i), (ii) or (iii) shall
occur at any time, the Company may remove the Trustee: (i) the Trustee shall
cease to be eligible in accordance with the provisions of Section 8.06 and shall
fail to resign after written request therefor by the Company; (ii) the Trustee
shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or
a receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation; or (iii)
the replacement of the Trustee with a successor Trustee will enable the Company
to avoid (and should, based on the information included in the notice referred
to below, result in the avoidance of) a downgrading of the ratings assigned to
the Certificates by the Rating Agencies (whether or not other actions could
avoid such downgrading) and no Event of Default, as provided by Section 7.01
hereof, shall have occurred or be continuing; provided, however, that no action
shall be taken pursuant to this clause (iii) unless reasonable notice shall have
been provided to the Trustee, which notice shall set forth the basis for any
rating downgrade as contemplated by the Rating Agencies and shall also indicate
the manner in which such proposed action is intended to avoid such downgrade. If
it removes the Trustee under the authority of the immediately preceding
sentence, the Company shall promptly appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee.
Any resignation or removal of the Trustee and appointment of a successor
Trustee pursuant to any of the provisions of this Section 8.07 shall not become
effective until acceptance of appointment by the successor Trustee as provided
in Section 8.08.
Section 8.08. Successor Trustee. Any successor Trustee appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the Company
and to its predecessor Trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee. The predecessor Trustee shall deliver to the successor Trustee
all Mortgage Files and related documents and statements held by it hereunder;
and the Company and the predecessor Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for fully and
certainly vesting and confirming in the successor Trustee all such rights,
powers, duties and obligations.
No successor Trustee shall accept appointment as provided in this Section
8.08 unless at the time of such acceptance such successor Trustee shall be
eligible under the provisions of Section 8.06.
Upon acceptance of appointment by a successor Trustee as provided in this
Section 8.08, the Company shall mail notice of the succession of such Trustee
hereunder to all holders of Certificates at their addresses as shown in the
Certificate Register. If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor Trustee, the successor Trustee
shall cause such notice to be mailed at the expense of the Company.
Section 8.09. Merger or Consolidation of Trustee. Any corporation into
which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided that such corporation shall be
eligible under the provisions of Section 8.06, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
Section 8.10. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing any Mortgage Note may at the time be
located, the Company and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly with the
Trustee, of all or any part of the Trust Fund, or separate trustee or separate
trustees of any part of the Trust Fund, and to vest in such Person or Persons,
in such capacity and for the benefit of the Certificateholders, such title to
the Trust Fund, or any part thereof, and, subject to the other provisions of
this Section 8.10, such powers, duties, obligations, rights and trusts as the
Company and the Trustee may consider necessary or desirable. If the Company
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 and no notice to
Certificateholders of the appointment of any co-trustee or separate trustee
shall be required under Section 8.08.
Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:
(i) All rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or
imposed upon and exercised or performed by the Trustee and
such separate trustee or co-trustee jointly (it being
understood that such separate trustee or co-trustee is not
authorized to act separately without the Trustee joining in
such act), except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be
performed (whether as Trustee hereunder or as successor to the
Company hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding
of title to the Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed singly by such
separate trustee or co-trustee, but solely at the direction of
the Trustee;
(ii) No trustee hereunder shall be held personally
liable by reason of any act or omission of any other trustee
hereunder; and
(iii) The Company and the Trustee acting jointly may
at any time accept the resignation of or remove any separate
trustee or co-trustee.
Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to the
Company.
Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11. Compliance with REMIC Provisions; Tax Returns. The Trustee
shall at all times act in such a manner in the performance of its duties
hereunder as shall be necessary to prevent the REMIC from failing to qualify as
a REMIC and to prevent the imposition of a tax on the Trust Fund or the REMIC
established hereunder. The Trustee, upon request, will furnish the Company with
all such information within its possession as may be reasonably required in
connection with the preparation of all tax returns of the Trust Fund and any
Reserve Fund, and shall, upon request, execute such returns.
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Repurchase by the Company or Liquidation of
All Mortgage Loans. Subject to Section 9.02, the respective obligations and
responsibilities of the Company and the Trustee created hereby (other than the
obligation of the Trustee to make certain payments to Certificateholders after
the final Distribution Date and the obligation of the Trustee to send certain
notices as hereinafter set forth) shall terminate upon the last action required
to be taken by the Trustee on the final Distribution Date pursuant to this
Article IX following the earlier of (a) the repurchase by the Company of all
Mortgage Loans and all REO Mortgage Loans remaining in the Trust Fund at a price
equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage
Loan (other than any REO Mortgage Loans described in the following clause) as of
the first day of the month in which such purchase price is to be distributed to
Certificateholders plus accrued and unpaid interest thereon at the applicable
Remittance Rate (less any amounts constituting previously unreimbursed Monthly
Advances) to the first day of the month in which such purchase price is to be
distributed to Certificateholders and (y) the appraised value of any REO
Mortgage Loan (less the good faith estimate of the Company of Liquidation
Expenses to be incurred in connection with its disposal thereof), such appraisal
to be conducted by an appraiser mutually agreed upon by the Company and the
Trustee, and (b) the later of the final payment or other liquidation (or any
Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund or the disposition of all property acquired upon foreclosure or by
deed in lieu of foreclosure of any Mortgage Loan; provided, however, that in no
event shall the Trust Fund created hereby continue beyond the expiration of 21
years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States of America to the Court of St.
James's, living on the date of this Agreement. The right of the Company to
repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned
upon the aggregate of the Scheduled Principal Balance of the Outstanding
Mortgage Loans, at the time of any such repurchase, aggregating less than 10
percent of the aggregate of the Scheduled Principal Balance of the Mortgage
Loans as of the Cut-off Date.
Notice of any termination, specifying the Distribution Date upon which the
Certificateholders may surrender their Certificates to the Trustee for payment
of the final distribution and cancellation, shall be given promptly by the
Trustee by letter to Certificateholders mailed not earlier than the 15th day and
not later than the 25th day of the month next preceding the month of such final
distribution specifying (A) the Distribution Date upon which final payment of
the Certificates will be made upon presentation and surrender of the
Certificates at the office of the Trustee therein designated, (B) the amount of
any such final payment and (C) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon presentation
and surrender of the Certificates at the office of the Trustee therein
specified. The Trustee shall give such notice to the Certificate Registrar at
the time such notice is given to Certificateholders. In the event such notice is
given in connection with the exercise by the Company of its right of repurchase,
the Company shall deposit in the Certificate Account not later than 11:00 a.m.
on the Business Day prior to the final Distribution Date in next-day funds an
amount equal to the price described above. Upon presentation and surrender of
the Certificates, the Trustee shall cause to be distributed to
Certificateholders an amount equal to the price calculated as above provided,
any such repurchase being in lieu of the distribution otherwise required to be
made on the Distribution Date upon which the repurchase is effected. Upon
certification to the Trustee by a Servicing Officer following such final
deposit, the Trustee shall promptly release to the Company the Mortgage Files
for the repurchased Mortgage Loans.
On the final Distribution Date, the Trustee shall distribute amounts on
deposit in the Certificate Account in accordance with the applicable priorities
provided by Section 4.01. Distributions on each Certificate shall be made on the
final Distribution Date in the manner specified in Section 4.02 but only upon
presentation and surrender of the Certificates.
In the event that all of the Certificateholders shall not surrender their
Certificates for cancellation within six months after the date specified in the
above-mentioned written notice, the Trustee shall give a second written notice
to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
one year after the second notice all the Certificates shall not have been
surrendered for cancellation, the Trustee may take appropriate steps, or may
appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds and other assets which remain subject
hereto.
Section 9.02. Additional Termination Requirements. (a) In the event the
Company exercises its purchase option as provided in Section 9.01, the Trust
Fund and the REMIC established hereunder shall be terminated in accordance with
the following additional requirements, unless the Trustee has been supplied with
an Opinion of Counsel to the effect that the failure to comply with the
requirements of this Section 9.02 will not (i) result in the imposition of taxes
on "prohibited transactions" of such REMIC as defined in section 860F of the
Code, or (ii) cause the Trust Fund to fail to qualify as a REMIC at any time
that any Certificates are outstanding:
(i) Within 90 days prior to the final Distribution
Date set forth in the notice given by the Trustee under
Section 9.01, the Company shall prepare and the Trustee shall
execute and adopt a plan of complete liquidation for such
REMIC within the meaning of section 860F(a)(4)(A)(i) of the
Code, which shall be evidenced by such notice; and
(ii) Within 90 days after the time of adoption of
such a plan of complete liquidation, the Trustee shall sell
all of the assets of the Trust Fund to the Company for cash in
accordance with Section 9.01.
(b) By their acceptance of the Residual Certificates, the Holders thereof
hereby authorize the Trustee to adopt such a plan of complete liquidation which
authorization shall be binding on all successor Holders of the Residual
Certificates.
(c) On the final federal income tax return for the REMIC established
hereunder, the Trustee will attach a statement specifying the date of the
adoption of the plan of liquidation.
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment. This Agreement may be amended from time to time
by the Company and the Trustee, without the consent of any of the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions herein or therein which may be defective or inconsistent with any
other provisions herein, or to surrender any right or power herein conferred
upon the Company, or to add any other provisions with respect to matters or
questions arising under this Agreement, which shall not be materially
inconsistent with the provisions of this Agreement; provided, however, that such
action shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder. Notwithstanding the
foregoing, without the consent of the Certificateholders, the Trustee and the
Company may at any time and from time to time amend this Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
or appropriate to maintain the qualification of the Trust Fund as a REMIC under
the Code or to avoid or minimize the risk of the imposition of any tax on the
Trust Fund pursuant to the Code that would be a claim against the Trust Fund at
any time prior to the final redemption of the Certificates, provided that the
Trustee has obtained an opinion of independent counsel (which opinion also shall
be addressed to the Company) to the effect that such action is necessary or
appropriate to maintain such qualification or to avoid or minimize the risk of
the imposition of such a tax.
This Agreement may also be amended from time to time by the Company and the
Trustee with the consent of Holders of Certificates evidencing (i) not less than
66% of the Voting Rights of all the Certificates or (ii) Percentage Interests
aggregating not less than 66% of each Class affected by such amendment, for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement, or of modifying in any manner the rights of
the Holders of Certificates; provided, however, that no such amendment shall (a)
reduce in any manner the amount of, or delay the timing of, collections of
payments on the Mortgage Loans or distributions which are required to be made on
any Certificate without the consent of the Holder of such Certificate, (b)
adversely affect in any material respects the interests of the Holders of any
Class of Certificates in any manner other than as described in (a), without the
consent of the Holders of Certificates evidencing Percentage Interests
aggregating not less than 66% of such Class, or (c) reduce the aforesaid
percentages of Certificates of any Class required to consent to any such
amendment, without the consent of the Holders of all Certificates of such Class
then outstanding. For purposes of this paragraph, references to "Holder" or
"Holders" shall be deemed to include, in the case of any Class of Book-Entry
Certificates, the related Certificate Owners.
Notwithstanding any contrary provision of this Agreement, the Trustee shall
not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel to the effect that such amendment will not
subject the Trust Fund to tax or cause the Trust Fund to fail to qualify as a
REMIC at any time that any Certificates are outstanding.
Promptly after the execution of any such amendment or consent the Trustee
shall furnish written notification of the substance of such amendment to each
Certificateholder.
It shall not be necessary for the consent of Certificateholders under this
Section 10.01 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
requirements as the Trustee may prescribe.
Section 10.02. Recordation of Agreement. This Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Company and at its expense on direction by the Trustee, but only upon direction
of the Trustee accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 10.03. Limitation on Rights of Certificateholders. The death or
incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust
Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.
No Certificateholder shall have any right to vote (except as provided in
Section 10.01) or in any manner otherwise control the operation and management
of the Trust Fund, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder shall have any right by virtue or by availing itself
of any provisions of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates of each Class affected thereby evidencing, as to each
such Class, Percentage Interests aggregating not less than 25% shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding; it being
understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner whatever
by virtue or by availing itself or themselves of any provisions of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of the Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, or to enforce any right under this Agreement, except
in the manner herein provided and for the equal, ratable and common benefit of
all Certificateholders. For the protection and enforcement of the provisions of
this Section 10.03, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.
Section 10.04. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
Section 10.05. Notices. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by certified mail, return receipt requested, (a) in the
case of the Company, to GE Capital Mortgage Services, Inc., 3 Executive Campus,
Cherry Hill, New Jersey 08002, Attention: General Counsel, (b) in the case of
the Trustee, to State Street Bank and Trust Company, Corporate Trust Department,
225 Franklin Street, Boston, Massachusetts 02110, (c) in the case of Fitch, to
Fitch IBCA, Inc., One State Street Plaza, New York, New York 10004, Attention:
Structured Finance Surveillance, and (d) in the case of S&P, Standard and Poor's
Ratings Services, 26 Broadway, 10th Floor, New York, New York 10004, Attention:
Residential Mortgage Surveillance, or, as to each such Person, at such other
address as shall be designated by such Person in a written notice to each other
named Person. Any notice required or permitted to be mailed to a
Certificateholder shall be given by first class mail, postage prepaid, at the
address of such Holder as shown in the Certificate Register. Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives
such notice.
Section 10.06. Notices to the Rating Agencies. The Company shall deliver
written notice of the following events to each Rating Agency promptly following
the occurrence thereof: material amendment to this Agreement; any Event of
Default; any Trigger Event; change in or termination of the Trustee; removal of
the Company or any successor servicer as servicer; repurchase or replacement of
any Defective Mortgage Loan pursuant to Section 2.03; and final payment to
Certificateholders. In addition, the Company shall deliver copies of the
following documents to each Rating Agency at the time such documents are
required to be delivered pursuant to this Agreement: monthly statements to
Certificateholders pursuant to Section 4.05, annual report of independent
accountants pursuant to Section 3.13 and annual servicer compliance report
pursuant to Section 3.12. Notwithstanding the foregoing, the failure to deliver
such notices or copies shall not constitute an Event of Default under this
Agreement.
Section 10.07. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then to the extent permitted by law such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 10.08. Certificates Nonassessable and Fully Paid. It is the
intention of the Trustee that Certificateholders shall not be personally liable
for obligations of the Trust Fund, that the beneficial ownership interests
represented by the Certificates shall be nonassessable for any losses or
expenses of the Trust Fund or for any reason whatsoever, and that Certificates
upon execution, countersignature and delivery thereof by the Trustee are and
shall be deemed fully paid.
* * *
<PAGE>
IN WITNESS WHEREOF, the Company and the Trustee have caused this Agreement
to be duly executed by their respective officers and their respective seals,
duly attested, to be hereunto affixed, all as of the day and year first above
written.
GE CAPITAL MORTGAGE SERVICES, INC.
By:____________________________________
Name:
Title:
[SEAL]
Attest:
By:____________________________________
Name:
Title:
STATE STREET BANK AND
TRUST COMPANY,
as Trustee
By:______________________________________
Name:
Title:
[SEAL]
Attest:
By:____________________________________
Name:
Title:
<PAGE>
State of New Jersey )
) ss.:
County of Camden )
On the day of December, 1998 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 December, 1998 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 MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-26
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class A Certificate
Principal Balance:
Class A $171,658,900
Certificate Interest Initial Certificate Principal
Rate per annum: 6.25% Balance of this Certificate:
$
Cut-off Date:
December 1, 1998
First Distribution Date: CUSIP:36157RXR1
January 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
A Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
December 1, 1998 (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 January 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Multi-Class Pass-Through Certificates, Series 1998-26,
issued in nine Classes (Class A, Class R, Class PO, Class M, Class B1, Class B2,
Class B3, Class B4 and Class B5, herein called the "Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class
B5 Certificate which is in the form of a Definitive Certificate shall be made to
any Person unless the Trustee has received (i) a certificate from such
transferee to the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended ("Section 4975") (a "Plan") or a Person that is using the
assets of a Plan to acquire such Certificate or (y) is an insurance company
investing assets of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed.
Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's
acquisition and holding of such Certificate, or (ii) an opinion of counsel
satisfactory to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the prohibited transaction provisions
of ERISA or Section 4975 and will not subject the Trustee or the Company to any
obligation in addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in the event that,
as a result of a change of law or otherwise, counsel satisfactory to the Trustee
has rendered an opinion to the effect that the purchase and holding of a Class
M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a
Person that is purchasing or holding such Certificate with the assets of a Plan
will not constitute or result in a prohibited transaction under ERISA or Section
4975.
No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.
Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.
STATE STREET BANK AND TRUST
COMPANY, not in its individual
capacity but solely as Trustee
(SEAL)
By:___________________________
Name:
Title:
Countersigned:
By_______________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee
Dated:___________________
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s)
and transfer(s) unto
Please insert social security
or other identifying number of assignee
_____________________________________________________________
_____________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
_____________________________________________________________
this Certificate evidencing a Percentage Interest in certain
distributions with respect to the Trust Fund and hereby
authorizes the transfer of registration of such interest to
assignee on the Certificate Register of said Trust Fund.
I (we) further direct the Certificate Registrar to issue a
new Certificate of like Class and Percentage Interest, to the
above named assignee and deliver such Certificate to the
following address:
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
Dated:___________________
_____________________________________
Signature by or on behalf of assignor
_________________________
*Signature Guaranteed*
*The signature hereon must be guaranteed by a bank, trust company
or broker of the signatory who is a member of a signature
guarantee medallion program.
<PAGE>
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
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 MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-26
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class R Certificate
Principal Balance:
Class R $100.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.25% Balance of this Certificate:
$
Cut-off Date:
December 1, 1998
First Distribution Date: CUSIP:36157RXS9
January 25, 1999
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
R Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
December 1, 1998 (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 January 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Multi-Class Pass-Through Certificates, Series 1998-26,
issued in nine Classes (Class A1, Class R, Class PO, Class M, Class B1, Class
B2, Class B3, Class B4 and Class B5, herein called the "Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class
B5 Certificate which is in the form of a Definitive Certificate shall be made to
any Person unless the Trustee has received (i) a certificate from such
transferee to the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended ("Section 4975") (a "Plan") or a Person that is using the
assets of a Plan to acquire such Certificate or (y) is an insurance company
investing assets of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed.
Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's
acquisition and holding of such Certificate, or (ii) an opinion of counsel
satisfactory to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the prohibited transaction provisions
of ERISA or Section 4975 and will not subject the Trustee or the Company to any
obligation in addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in the event that,
as a result of a change of law or otherwise, counsel satisfactory to the Trustee
has rendered an opinion to the effect that the purchase and holding of a Class
M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a
Person that is purchasing or holding such Certificate with the assets of a Plan
will not constitute or result in a prohibited transaction under ERISA or Section
4975.
No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.
Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.
STATE STREET BANK AND TRUST
COMPANY, not in its individual
capacity but solely as Trustee
(SEAL)
By:___________________________
Name:
Title:
Countersigned:
By_______________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee
Dated:___________________
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s)
and transfer(s) unto
Please insert social security
or other identifying number of assignee
_____________________________________________________________
_____________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
_____________________________________________________________
this Certificate evidencing a Percentage Interest in certain
distributions with respect to the Trust Fund and hereby
authorizes the transfer of registration of such interest to
assignee on the Certificate Register of said Trust Fund.
I (we) further direct the Certificate Registrar to issue a
new Certificate of like Class and Percentage Interest, to the
above named assignee and deliver such Certificate to the
following address:
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
Dated:___________________
_____________________________________
Signature by or on behalf of assignor
_________________________
*Signature Guaranteed*
*The signature hereon must be guaranteed by a bank, trust company
or broker of the signatory who is a member of a signature
guarantee medallion program.
<PAGE>
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-26
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class M Certificate
Principal Balance:
Class M $1,578,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.25% Balance of this Certificate:
$
Cut-off Date:
December 1, 1998
First Distribution Date: CUSIP:36157RXT7
January 25, 1999
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
M Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
December 1, 1998 (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 January 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Multi-Class Pass-Through Certificates, Series 1998-26,
issued in nine Classes (Class A1, Class R, Class PO, Class M, Class B1, Class
B2, Class B3, Class B4 and Class B5, herein called the "Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class
B5 Certificate which is in the form of a Definitive Certificate shall be made to
any Person unless the Trustee has received (i) a certificate from such
transferee to the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended ("Section 4975") (a "Plan") or a Person that is using the
assets of a Plan to acquire such Certificate or (y) is an insurance company
investing assets of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed.
Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's
acquisition and holding of such Certificate, or (ii) an opinion of counsel
satisfactory to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the prohibited transaction provisions
of ERISA or Section 4975 and will not subject the Trustee or the Company to any
obligation in addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in the event that,
as a result of a change of law or otherwise, counsel satisfactory to the Trustee
has rendered an opinion to the effect that the purchase and holding of a Class
M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a
Person that is purchasing or holding such Certificate with the assets of a Plan
will not constitute or result in a prohibited transaction under ERISA or Section
4975.
No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.
Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.
STATE STREET BANK AND TRUST
COMPANY, not in its individual
capacity but solely as Trustee
(SEAL)
By:___________________________
Name:
Title:
Countersigned:
By_______________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee
Dated:___________________
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s)
and transfer(s) unto
Please insert social security
or other identifying number of assignee
_____________________________________________________________
_____________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
_____________________________________________________________
this Certificate evidencing a Percentage Interest in certain
distributions with respect to the Trust Fund and hereby
authorizes the transfer of registration of such interest to
assignee on the Certificate Register of said Trust Fund.
I (we) further direct the Certificate Registrar to issue a
new Certificate of like Class and Percentage Interest, to the
above named assignee and deliver such Certificate to the
following address:
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
Dated:___________________
_____________________________________
Signature by or on behalf of assignor
_________________________
*Signature Guaranteed*
*The signature hereon must be guaranteed by a bank, trust company
or broker of the signatory who is a member of a signature
guarantee medallion program.
<PAGE>
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-26
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class B1 Certificate
Principal Balance:
Class B1 $614,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.25% Balance of this Certificate:
$
Cut-off Date:
December 1, 1998
First Distribution Date: CUSIP:36157RXU4
January 25, 1999
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
B1 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
December 1, 1998 (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 January 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on
<PAGE>
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-26
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class B2 Certificate
Principal Balance:
Class B2 $438,000
Certificate Interest Initial Certificate Principal
Rate per annum: 6.25% Balance of this Certificate:
$
Cut-off Date:
December 1, 1998
First Distribution Date: CUSIP:36157RXV2
January 25, 1999
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
B2 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
December 1, 1998 (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 January 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on
<PAGE>
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES ("BLUE SKY LAWS"), AND SUCH CERTIFICATE MAY NOT BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C) TO AN
INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, IN EACH CASE IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
ANY APPLICABLE BLUE SKY LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY
OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THIS CERTIFICATE.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-26
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class B3 Certificate
Principal Balance:
Class B3 $351,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.25% Balance of this Certificate:
$
Cut-off Date:
December 1, 1998
First Distribution Date: CUSIP:36157RXW0
January 25, 1999
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
B3 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
December 1, 1998 (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 January 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Multi-Class Pass-Through Certificates, Series 1998-26,
issued in nine Classes (Class A1, Class R, Class PO, Class M, Class B1, Class
B2, Class B3, Class B4 and Class B5, herein called the "Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class
B5 Certificate which is in the form of a Definitive Certificate shall be made to
any Person unless the Trustee has received (i) a certificate from such
transferee to the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended ("Section 4975") (a "Plan") or a Person that is using the
assets of a Plan to acquire such Certificate or (y) is an insurance company
investing assets of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed.
Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's
acquisition and holding of such Certificate, or (ii) an opinion of counsel
satisfactory to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the prohibited transaction provisions
of ERISA or Section 4975 and will not subject the Trustee or the Company to any
obligation in addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in the event that,
as a result of a change of law or otherwise, counsel satisfactory to the Trustee
has rendered an opinion to the effect that the purchase and holding of a Class
M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a
Person that is purchasing or holding such Certificate with the assets of a Plan
will not constitute or result in a prohibited transaction under ERISA or Section
4975.
No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.
Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.
STATE STREET BANK AND TRUST
COMPANY, not in its individual
capacity but solely as Trustee
(SEAL)
By:___________________________
Name:
Title:
Countersigned:
By_______________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee
Dated:___________________
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s)
and transfer(s) unto
Please insert social security
or other identifying number of assignee
_____________________________________________________________
_____________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
_____________________________________________________________
this Certificate evidencing a Percentage Interest in certain
distributions with respect to the Trust Fund and hereby
authorizes the transfer of registration of such interest to
assignee on the Certificate Register of said Trust Fund.
I (we) further direct the Certificate Registrar to issue a
new Certificate of like Class and Percentage Interest, to the
above named assignee and deliver such Certificate to the
following address:
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
Dated:___________________
_____________________________________
Signature by or on behalf of assignor
_________________________
*Signature Guaranteed*
*The signature hereon must be guaranteed by a bank, trust company
or broker of the signatory who is a member of a signature
guarantee medallion program.
<PAGE>
In connection with any transfer of this Certificate, the
undersigned registered holder hereof confirms that without utilizing any general
solicitation or general advertising:
(Check One) -
|_| (a) This Certificate is being
transferred by the undersigned to a person
whom the undersigned reasonably believes is
a "qualified institutional buyer" (as
defined in Rule 144A under the Securities
Act of 1933, as amended) pursuant to the
exemption from registration under the
Securities Act of 1933, as amended, provided
by Rule 144A thereunder.
|_| (b) This Certificate is being
transferred by the undersigned to an
institutional "accredited investor" (as
defined in Rule 501(a)(1), (2), (3) or (7)
of Regulation D under the Securities Act of
1933, as amended) and that the undersigned
has been advised by the prospective
purchaser that it intends to hold this
Certificate for investment and not for
distribution or resale.
Dated
- -------------------------
(Signature)
If none of the foregoing boxes is checked, the Trustee shall not be obligated to
register this Certificate in the name of any person other than the registered
holder thereof unless and until the conditions to any such transfer of
registration set forth herein, and in the Pooling and Servicing Agreement have
been satisfied.
TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED:
The undersigned represents and warrants that (i) it is a
"qualified institutional buyer" (as defined in Rule 144A under the Securities
Act of 1933, as amended) and acknowledges that it has received such information
as the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the registered holder is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A, and (ii) the undersigned (x)
is not an employee benefit plan subject to the Employee Retirement Income
Security Act of 1974, as amended, or a plan subject to Section 4975 of the
Internal Revenue Code of 1986, as amended, and is not using the assets of any
such employee benefit or other plan to acquire this Certificate or (y) is an
insurance company investing assets of its general account and the exemptions
provided by Section III(a) of Department of Labor Prohibited Transaction
Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995), apply to the acquisition
and holding by the undersigned of this Certificate.
Dated
- -------------------------
(Signature)
<PAGE>
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.
<PAGE>
THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-26
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class B4 Certificate
Principal Balance:
Class B4 $263,000.00
Certificate Interest Initial Certificate Principal
Rate per annum: 6.25% Balance of this Certificate:
$
Cut-off Date:
December 1, 1998
First Distribution Date: CUSIP:36157RXX8
January 25, 1999
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
B4 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
December 1, 1998 (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 January 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on
<PAGE>
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES ("BLUE SKY LAWS"), AND SUCH CERTIFICATE MAY NOT BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C) TO AN
INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, IN EACH CASE IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
ANY APPLICABLE BLUE SKY LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY
OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THIS CERTIFICATE.
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE ASSETS
OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN.
<PAGE>
THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-26
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class B5 Certificate
Principal Balance:
Class B5 $263,305.62
Certificate Interest Initial Certificate Principal
Rate per annum: 6.25% Balance of this Certificate:
$
Cut-off Date:
December 1, 1998
First Distribution Date: CUSIP:36157RXY6
January 25, 1999
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
B5 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
December 1, 1998 (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 January 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on
<PAGE>
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE SECURITIES ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN ACCORDANCE WITH SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
<PAGE>
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-26
evidencing a beneficial ownership interest in a
trust fund which consists primarily of a pool of
conventional, fixed rate, one- to four-family
mortgage loans sold and serviced by
GE CAPITAL MORTGAGE SERVICES, INC.
No. R- Initial Class PO Certificate
Principal Balance:
Class PO $173,016.56
Certificate Interest Initial Certificate Principal
Rate per annum: Balance of this Certificate:
non-interest bearing $
Cut-off Date:
December 1, 1998
First Distribution Date:
January 25, 1999
<PAGE>
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
PO Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of
December 1, 1998 (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 January 1999, to the Person in whose
name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), of an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the aggregate amount required to be
distributed to Holders of Certificates of the same Class as this Certificate
pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.
This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Multi-Class Pass-Through Certificates, Series 1998-26,
issued in nine Classes (Class A1, Class R, Class PO, Class M, Class B1, Class
B2, Class B3, Class B4 and Class B5, herein called the "Certificates").
The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class
B5 Certificate which is in the form of a Definitive Certificate shall be made to
any Person unless the Trustee has received (i) a certificate from such
transferee to the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended ("Section 4975") (a "Plan") or a Person that is using the
assets of a Plan to acquire such Certificate or (y) is an insurance company
investing assets of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Class Exemption 95-60, 60
Fed. Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's
acquisition and holding of such Certificate, or (ii) an opinion of counsel
satisfactory to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the prohibited transaction provisions
of ERISA or Section 4975 and will not subject the Trustee or the Company to any
obligation in addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in the event that,
as a result of a change of law or otherwise, counsel satisfactory to the Trustee
has rendered an opinion to the effect that the purchase and holding of a Class
M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a
Person that is purchasing or holding such Certificate with the assets of a Plan
will not constitute or result in a prohibited transaction under ERISA or Section
4975.
No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.
As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.
The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.
Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.
STATE STREET BANK AND TRUST
COMPANY, not in its individual
capacity but solely as Trustee
(SEAL)
By:___________________________
Name:
Title:
Countersigned:
By_______________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee
Dated:___________________
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s)
and transfer(s) unto
Please insert social security
or other identifying number of assignee
_____________________________________________________________
_____________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
_____________________________________________________________
this Certificate evidencing a Percentage Interest in certain
distributions with respect to the Trust Fund and hereby
authorizes the transfer of registration of such interest to
assignee on the Certificate Register of said Trust Fund.
I (we) further direct the Certificate Registrar to issue a
new Certificate of like Class and Percentage Interest, to the
above named assignee and deliver such Certificate to the
following address:
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
Dated:___________________
_____________________________________
Signature by or on behalf of assignor
_________________________
*Signature Guaranteed*
*The signature hereon must be guaranteed by a bank, trust company
or broker of the signatory who is a member of a signature
guarantee medallion program.
<PAGE>
EXHIBIT B
PRINCIPAL BALANCE SCHEDULES
None
<PAGE>
EXHIBIT C
MORTGAGE LOANS
[Each Mortgage Loan shall be identified by loan number, address of the
Mortgaged Property and name of the Mortgagor. The following details shall be set
forth as to each Mortgage Loan: (i) the principal balance at the time of its
origination, (ii) the Scheduled Principal Balance as of the Cut-off Date, (iii)
the interest rate borne by the Mortgage Note, (iv) the scheduled monthly level
payment of principal and interest, (v) the Loan-to-Value Ratio, (vi) the
maturity date of the Mortgage Note and (vii) the Base Servicing Fee Rate for
such Mortgage Loan. Cooperative Loans and Enhanced Streamlined Refinance program
loans shall be designated as such.]
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 1
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0002839645 MORTGAGORS: HUNTER DAVID
HUNTER ELLA
REGION CODE ADDRESS : 17 SNOWBALL COURT
01 CITY : MOUNT LAUREL
STATE/ZIP : NJ 08054
MORTGAGE AMOUNT : 90,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 34,946.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 904.49 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 08/01/03
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 54.54545
----------------------------------------------------------------------------
0 0004808044 MORTGAGORS: KO RICHARD
KO PAULINE
REGION CODE ADDRESS : 23 BATTLE GREEN ROAD
01 CITY : LEXINGTON
STATE/ZIP : MA 02173
MORTGAGE AMOUNT : 404,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,475.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,951.25 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 02/01/07
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0004844841 MORTGAGORS: LEVINE RONALD
LEVINE CAROLE
REGION CODE ADDRESS : ONE ISLAND PLACE UNIT 27AS
01 CITY : NORTH MIAMI BEACH
STATE/ZIP : FL 33180
MORTGAGE AMOUNT : 255,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 177,111.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,553.59 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 01/01/07
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0004862892 MORTGAGORS: KEENAN MARY
REGION CODE ADDRESS : 33 AUBURN ROAD
01 CITY : LONG BEACH TWP.
STATE/ZIP : NJ 08006
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 55,861.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,708.04 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 12/01/06
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 73.33300
----------------------------------------------------------------------------
0 0004882304 MORTGAGORS: BRASCETTA GARY
BRASCETTA LYNNE
REGION CODE ADDRESS : 65 DOWNING LANE
01 CITY : VOORHEES TWP.
STATE/ZIP : NJ 08043
MORTGAGE AMOUNT : 223,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 153,813.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,197.94 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 01/01/07
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,247,950.00
P & I AMT: 12,315.31 UPB AMT: 661,208.25
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 2
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0004883781 MORTGAGORS: GROVE GARY
GROVE MARY
REGION CODE ADDRESS : 275 NEW DARLINGTON ROAD
01 CITY : MEDIA
STATE/ZIP : PA 19063
MORTGAGE AMOUNT : 230,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 99,091.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,315.74 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 01/01/07
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 40.70700
----------------------------------------------------------------------------
0 0004887485 MORTGAGORS: RAFLA MAGDY
TANIOS GINA
REGION CODE ADDRESS : 3 KULESSA COURT
01 CITY : EAST BRUNSWICK
STATE/ZIP : NJ 08816
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 231,427.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,549.93 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 12/01/06
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 67.30700
----------------------------------------------------------------------------
0 0004891446 MORTGAGORS: PAGNANELLI DAVID
DE FRANCISCO MARY
REGION CODE ADDRESS : 407 23RD STREET SOUTH
01 CITY : BRIGANTINE
STATE/ZIP : NJ 08203
MORTGAGE AMOUNT : 401,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 276,872.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,127.06 OUTSIDE CONV DATE :
LIFETIME RATE : 9.25000 MATURITY DATE : 11/01/06
CURRENT INT RATE: 9.25000 PRODUCT CODE : 002
LTV : 74.95300
----------------------------------------------------------------------------
0 0004892741 MORTGAGORS: BECER HARUTYUN
REGION CODE ADDRESS : 426 CENTRAL BOULEVARD
01 CITY : FORT LEE
STATE/ZIP : NJ 07024
MORTGAGE AMOUNT : 220,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 144,582.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,182.58 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 01/01/07
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 70.40000
----------------------------------------------------------------------------
0 0004896221 MORTGAGORS: HAN SYUNG
REGION CODE ADDRESS : 3411 ARNOLD LANE
01 CITY : FALLS CHURCH
STATE/ZIP : VA 22042
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 164,490.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,480.21 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 11/01/06
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 67.56756
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,451,000.00
P & I AMT: 14,655.52 UPB AMT: 916,464.17
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 3
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0004898888 MORTGAGORS: WRIGHT PETER
WRIGHT VIOLA
REGION CODE ADDRESS : WALSH ROAD, ROUTE 1
01 CITY : UNION VALE
STATE/ZIP : NY 12540
MORTGAGE AMOUNT : 213,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 148,364.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,081.92 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 03/01/07
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 83.52900
----------------------------------------------------------------------------
0 0004900809 MORTGAGORS: HARRISON THEODORE
HARRISON CAREN
REGION CODE ADDRESS : 321 SWARTLEY ROAD
01 CITY : HATFIELD
STATE/ZIP : PA 19440
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 171,222.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,480.21 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 01/01/07
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 71.42800
----------------------------------------------------------------------------
0 0004904959 MORTGAGORS: NOBILE RICHARD
REGION CODE ADDRESS : 719 BENDERMERE AVE
01 CITY : INTERLAKEN
STATE/ZIP : NJ 07712
MORTGAGE AMOUNT : 210,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 142,662.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,083.37 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 02/01/07
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 79.54500
----------------------------------------------------------------------------
0 0004909230 MORTGAGORS: CHOI SUNG
CHOI JEONG
REGION CODE ADDRESS : 155 WOODLANDS AVENUE
01 CITY : WHITE PLAINS
STATE/ZIP : NY 10607
MORTGAGE AMOUNT : 245,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 139,996.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,412.62 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 03/01/07
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 64.38896
----------------------------------------------------------------------------
0 0004909271 MORTGAGORS: BERNACKI EDWARD
BERNACKI NANCY
REGION CODE ADDRESS : 635 BROADWATER WAY
01 CITY : GIBSON ISLAND
STATE/ZIP : MD 21065
MORTGAGE AMOUNT : 300,100.00 OPTION TO CONVERT :
UNPAID BALANCE : 206,287.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,999.35 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 12/01/06
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 57.99000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,218,100.00
P & I AMT: 12,057.47 UPB AMT: 808,533.61
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 4
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0004909669 MORTGAGORS: STRACHMAN HOWARD
STRACHMAN NAOMI
REGION CODE ADDRESS : 2 DEER TRAIL ROAD
01 CITY : SADDLE RIVER
STATE/ZIP : NJ 07458
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 164,542.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,551.64 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 01/01/07
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 38.48900
----------------------------------------------------------------------------
0 0004912879 MORTGAGORS: ABRAHAM KURIAN
ABRAHAM SUSAN
REGION CODE ADDRESS : 1488 RIVER ROAD
01 CITY : UPPER MAKEFIELD TWP.
STATE/ZIP : PA 18938
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,256.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,692.78 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 02/01/07
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0004913034 MORTGAGORS: BRINKMAN DAVID
BRINKMAN ROSALYN
REGION CODE ADDRESS : 5246 GLEN MEADOW ROAD
01 CITY : CENTREVILLE
STATE/ZIP : VA 22020
MORTGAGE AMOUNT : 231,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 158,856.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,276.72 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 01/01/07
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 89.96109
----------------------------------------------------------------------------
0 0004918504 MORTGAGORS: MC CLELLAND PAUL
MC CLELLAND RUTH
REGION CODE ADDRESS : 9877 CENTURY DRIVE
01 CITY : ELLICOTT CITY
STATE/ZIP : MD 21042
MORTGAGE AMOUNT : 232,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 153,734.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,267.63 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 01/01/07
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0004921029 MORTGAGORS: PITTS DUANE
PITTS SHARON
REGION CODE ADDRESS : 2748 DEER BERRY COURT
01 CITY : LONGWOOD
STATE/ZIP : FL 32779
MORTGAGE AMOUNT : 327,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 227,632.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,244.11 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 02/01/07
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 48.44400
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,430,200.00
P & I AMT: 14,032.88 UPB AMT: 965,022.43
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 5
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0004921110 MORTGAGORS: KALTSOUNIS JOHN
KALTSOUNIS SOPHIA
REGION CODE ADDRESS : 315 ABELLIA DRIVE
01 CITY : WEDDINGTON
STATE/ZIP : NC 28173
MORTGAGE AMOUNT : 193,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 2,460.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,900.55 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 01/01/07
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 55.14285
----------------------------------------------------------------------------
0 0004924031 MORTGAGORS: SMOLAR YEHUDA
SMOLAR AIMEE
REGION CODE ADDRESS : 525 WILLOW KNOLL DRIVE
01 CITY : MARIETTA
STATE/ZIP : GA 30067
MORTGAGE AMOUNT : 543,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 372,334.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,394.44 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 12/01/06
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0004924494 MORTGAGORS: HWANG JOHNNY
HWANG KI
REGION CODE ADDRESS : 19 MOHAWK AVENUE
01 CITY : NORWOOD
STATE/ZIP : NJ 07648
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 168,203.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,590.18 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 03/01/07
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 69.01041
----------------------------------------------------------------------------
0 0004925541 MORTGAGORS: MANFREDI ROCCO
REGION CODE ADDRESS : RR1 BOX 522 POLO RD
01 CITY : NEW GARDEN
STATE/ZIP : PA 19311
MORTGAGE AMOUNT : 347,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 196,698.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,341.20 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 03/01/07
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 75.92900
----------------------------------------------------------------------------
0 0004928982 MORTGAGORS: MURRAH LARRY
MURRAH SHARON
REGION CODE ADDRESS : 1029 S.E. 9 AVENUE
01 CITY : FORT LAUDERDALE
STATE/ZIP : FL 33316
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 164,275.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,381.00 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 01/01/07
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,588,750.00
P & I AMT: 15,607.37 UPB AMT: 903,972.95
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 6
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0004931671 MORTGAGORS: ARBITTIER STEVEN
ARBITTIER HELEN
REGION CODE ADDRESS : 104 SOUTH GLADSTONE AVENUE
01 CITY : MARGATE
STATE/ZIP : NJ 08402
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 164,452.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,345.83 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 02/01/07
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 68.37606
----------------------------------------------------------------------------
0 0004933230 MORTGAGORS: OSIFAT CHARLES
OSIFAT DEBRA
REGION CODE ADDRESS : 138 GLENWOOD DRIVE
01 CITY : WASHINGTON CROSSING
STATE/ZIP : PA 18977
MORTGAGE AMOUNT : 247,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 171,788.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,450.44 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 02/01/07
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 79.93500
----------------------------------------------------------------------------
0 0004934071 MORTGAGORS: TALLER ALEXANDER
TALLER OLGA
REGION CODE ADDRESS : 97 STEVENSON AVENUE
01 CITY : HARTSDALE
STATE/ZIP : NY 10530
MORTGAGE AMOUNT : 200,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 140,599.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,998.90 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 03/01/07
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0004937546 MORTGAGORS: O'DONNELL MICHAEL
REGION CODE ADDRESS : 112 THE STRAND
01 CITY : OXFORD
STATE/ZIP : MD 21654
MORTGAGE AMOUNT : 387,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 268,622.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,810.95 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 02/01/07
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 54.50704
----------------------------------------------------------------------------
0 0004937991 MORTGAGORS: KIM CHUL
KIM SANG
REGION CODE ADDRESS : 39 SUSAN DRIVE
01 CITY : CLOSTER
STATE/ZIP : NJ 07624
MORTGAGE AMOUNT : 238,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 105,987.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,326.27 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 03/01/07
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 73.23077
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,312,000.00
P & I AMT: 12,932.39 UPB AMT: 851,451.04
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 7
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0004940599 MORTGAGORS: HAHN MARK
HAHN MARGARET
REGION CODE ADDRESS : 508 CENTRAL PARK AVE, #C-5107
01 CITY : SCARSDALE
STATE/ZIP : NY 10583
MORTGAGE AMOUNT : 200,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 109,790.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,028.54 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 03/01/07
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 79.84032
----------------------------------------------------------------------------
0 0004941845 MORTGAGORS: SARANTAKOS STAVROS
SARANTAKOS PATRICIA
REGION CODE ADDRESS : 12 HEWITT AVE
01 CITY : BRONXVILLE
STATE/ZIP : NY 10708
MORTGAGE AMOUNT : 246,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 174,399.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,463.64 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 04/01/07
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 37.92300
----------------------------------------------------------------------------
0 0004946158 MORTGAGORS: QUERRY LESTER
QUERRY RENATE
REGION CODE ADDRESS : 2274 CROWS NEST LANE
01 CITY : RESTON
STATE/ZIP : VA 22091
MORTGAGE AMOUNT : 281,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 192,929.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,731.92 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 01/01/07
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0004948667 MORTGAGORS: RALSTON ALEXANDER
RALSTON JUDITH
REGION CODE ADDRESS : 40 WATERWAY
01 CITY : OCEAN CITY
STATE/ZIP : NJ 08226
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 173,528.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,819.17 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 02/01/07
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0004956702 MORTGAGORS: ASHBURN FRANK
ASHBURN SUSAN
REGION CODE ADDRESS : 5074 SEDGWICK STREET NW
01 CITY : WASHINGTON
STATE/ZIP : DC 20016
MORTGAGE AMOUNT : 480,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 327,876.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,621.83 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 01/01/07
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 52.17300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,488,100.00
P & I AMT: 14,665.10 UPB AMT: 978,524.83
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 8
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0004957502 MORTGAGORS: ZETTERLUND BJORN
TESTONI ANNE
REGION CODE ADDRESS : 386 SIMPSON ROAD
01 CITY : MARLBOROUGH
STATE/ZIP : MA 01752
MORTGAGE AMOUNT : 237,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 168,827.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,405.85 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 04/01/07
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 78.54300
----------------------------------------------------------------------------
0 0004958914 MORTGAGORS: RICHARD GAETAN
RICHARD ELAINE
REGION CODE ADDRESS : 738 MIDDLE RIVER DRIVE
01 CITY : FORT LAUDERDALE
STATE/ZIP : FL 33304
MORTGAGE AMOUNT : 213,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 131,389.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,144.58 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 04/01/07
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 38.72727
----------------------------------------------------------------------------
0 0004959136 MORTGAGORS: MILES ARTHUR
MILES MARY
REGION CODE ADDRESS : 2711 WYNFIELD ROAD
01 CITY : WEST FRIENDSHIP
STATE/ZIP : MD 21794
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 165,033.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,425.35 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 03/01/07
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 73.52900
----------------------------------------------------------------------------
0 0004967667 MORTGAGORS: CAPRETTO ROBERT
CAPRETTO JACQUELYN
REGION CODE ADDRESS : 927 HULTON ROAD
01 CITY : OAKMONT
STATE/ZIP : PA 15139
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 184,903.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,127.77 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 05/01/07
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 37.20900
----------------------------------------------------------------------------
0 0004969325 MORTGAGORS: VANNA STEPHEN
VANNA PAULA
REGION CODE ADDRESS : 8 HIDDEN ACRES DRIVE
01 CITY : VOORHEES TOWNSHIP
STATE/ZIP : NJ 08043
MORTGAGE AMOUNT : 359,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 214,979.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,535.22 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 05/01/07
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 52.02800
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,379,200.00
P & I AMT: 13,638.77 UPB AMT: 865,134.69
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 9
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0004972493 MORTGAGORS: IKEMIRE MONTE
IKEMIRE ELIZABETH
REGION CODE ADDRESS : 995 SAN RAMON WAY
01 CITY : SACRAMENTO
STATE/ZIP : CA 95864
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,977.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,492.51 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 03/01/07
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 62.60800
----------------------------------------------------------------------------
0 0004973632 MORTGAGORS: KIM CHOONG
KIM ANNA
REGION CODE ADDRESS : 7404 SEABROOK LANE
01 CITY : SPRINGFIELD
STATE/ZIP : VA 22153
MORTGAGE AMOUNT : 203,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 141,899.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,999.02 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 03/01/07
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 62.55199
----------------------------------------------------------------------------
0 0004974291 MORTGAGORS: BOYMELGREEN SARAH
REGION CODE ADDRESS : 1286 PRESIDENT STREET
01 CITY : BROOKLYN
STATE/ZIP : NY 11213
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 175,725.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,461.85 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 04/01/07
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 33.33333
----------------------------------------------------------------------------
0 0004975603 MORTGAGORS: LEVY ALBERT
REGION CODE ADDRESS : 311 WILTON ROAD
01 CITY : WESTPORT
STATE/ZIP : CT 06880
MORTGAGE AMOUNT : 335,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 177,986.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,548.87 OUTSIDE CONV DATE :
LIFETIME RATE : 9.75000 MATURITY DATE : 04/01/07
CURRENT INT RATE: 9.75000 PRODUCT CODE : 002
LTV : 67.00000
----------------------------------------------------------------------------
0 0004980819 MORTGAGORS: TROOST THOMAS
HUGHES-TROOST PATRICIA
REGION CODE ADDRESS : 5633 SUGARBUSH LANE
01 CITY : N. BETHESDA
STATE/ZIP : MD 20852
MORTGAGE AMOUNT : 467,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,231.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,496.66 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 03/01/07
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 72.74143
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,615,000.00
P & I AMT: 15,998.91 UPB AMT: 1,013,820.86
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 10
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0004984639 MORTGAGORS: MITCHELL JEFFREY
REGION CODE ADDRESS : 255 RUE DES LACS
01 CITY : TARPON SPRINGS
STATE/ZIP : FL 34689
MORTGAGE AMOUNT : 520,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 369,648.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,274.19 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 04/01/07
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0004986394 MORTGAGORS: SEGIL ANNETTE
REGION CODE ADDRESS : 13020 MAXELLA AVENUE #4
01 CITY : MARINA DEL REY
STATE/ZIP : CA 90292
MORTGAGE AMOUNT : 264,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 171,973.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,619.09 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 04/01/07
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0004993762 MORTGAGORS: CHERNY YURI
CHERNY SVETLANA
REGION CODE ADDRESS : 6538 N. KIMBALL
01 CITY : LINCOLNWOOD
STATE/ZIP : IL 60645
MORTGAGE AMOUNT : 235,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 94,438.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,348.71 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 03/01/07
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 64.38356
----------------------------------------------------------------------------
0 0004996310 MORTGAGORS: LEE TUNG-
LEE ANGELA
REGION CODE ADDRESS : 10009 NEW LONDON DRIVE
01 CITY : POTOMAC
STATE/ZIP : MD 20854
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 195,019.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,395.50 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 03/01/07
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 43.75000
----------------------------------------------------------------------------
0 0004996989 MORTGAGORS: WU JUSTIN
WU SUE
REGION CODE ADDRESS : 17280 GROWERS CIRCLE
01 CITY : YORBA LINDA
STATE/ZIP : CA 92686
MORTGAGE AMOUNT : 224,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 129,355.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,205.82 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 02/01/07
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,593,000.00
P & I AMT: 15,843.31 UPB AMT: 960,434.21
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 11
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0004998654 MORTGAGORS: EMRICK JOHN
EMRICK JANE
REGION CODE ADDRESS : 1475 S.W. VISTA AVENUE
01 CITY : PORTLAND
STATE/ZIP : OR 97201
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 351,937.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,923.70 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 04/01/07
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 57.14285
----------------------------------------------------------------------------
0 0005204839 MORTGAGORS: MITCHELL JAMES
MITCHELL YOLANDA
REGION CODE ADDRESS : 6560 SAND SPUR LANE
01 CITY : FORT MYERS
STATE/ZIP : FL 33919
MORTGAGE AMOUNT : 257,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 180,851.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,530.78 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 04/01/07
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 74.49200
----------------------------------------------------------------------------
0 0005221791 MORTGAGORS: LU SHI
LU SHU-LAN
REGION CODE ADDRESS : 121 N VEGA STREET
03 CITY : ALHAMBRA
STATE/ZIP : CA 90801
MORTGAGE AMOUNT : 223,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 129,004.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,197.94 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 02/01/07
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0005222500 MORTGAGORS: DER MIN
DER MARGARET
REGION CODE ADDRESS : 10171 HOBSONS CHOICE LANE
01 CITY : ELLICOTT CITY
STATE/ZIP : MD 21042
MORTGAGE AMOUNT : 225,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 141,128.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,215.67 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 03/01/07
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 76.27100
----------------------------------------------------------------------------
0 0005225669 MORTGAGORS: KAPU APET
REGION CODE ADDRESS : 473 OAK STREET
01 CITY : RIDGEFIELD
STATE/ZIP : NJ 07657
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 183,522.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,579.41 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 04/01/07
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 70.27000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,465,200.00
P & I AMT: 14,447.50 UPB AMT: 986,443.81
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 12
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0005226659 MORTGAGORS: LUFF WILLIAM
LUFF HOLLY
REGION CODE ADDRESS : 299 EARLE'S LANE
01 CITY : NEWTOWN TOWNSHIP
STATE/ZIP : PA 19073
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 169,310.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,452.12 OUTSIDE CONV DATE :
LIFETIME RATE : 9.12500 MATURITY DATE : 03/01/07
CURRENT INT RATE: 9.12500 PRODUCT CODE : 002
LTV : 69.56521
----------------------------------------------------------------------------
0 0005231584 MORTGAGORS: SHERWOOD SCHUYLER
SHERWOOD DENISE
REGION CODE ADDRESS : 95 SUNSET ROAD
01 CITY : EASTON
STATE/ZIP : CT 06612
MORTGAGE AMOUNT : 314,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 221,637.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,115.14 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 04/01/07
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0005233598 MORTGAGORS: AIKEN PAUL
REGION CODE ADDRESS : 319 MARLBOROUGH STREET, UNIT 1
01 CITY : BOSTON
STATE/ZIP : MA 02116
MORTGAGE AMOUNT : 434,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 308,998.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,313.57 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 05/01/07
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 70.12903
----------------------------------------------------------------------------
0 0005237078 MORTGAGORS: D'ADDARIO MARYLOU
REGION CODE ADDRESS : 52 KOGER ROAD
01 CITY : TRUMBULL
STATE/ZIP : CT 06611
MORTGAGE AMOUNT : 216,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 148,501.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,142.90 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 04/01/07
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0005239876 MORTGAGORS: CAMPBELL KEVIN
CAMPBELL JUDITH
REGION CODE ADDRESS : 22 SPRINGHILL FARM COURT
01 CITY : COCKEYSVILLE
STATE/ZIP : MD 21030
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,048.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,472.29 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 04/01/07
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 51.85185
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,554,800.00
P & I AMT: 15,496.02 UPB AMT: 1,095,497.06
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 13
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0005242607 MORTGAGORS: GERTZ JUDITH
PHIFER LISA
REGION CODE ADDRESS : 344 VALLEY VIEW LANE
01 CITY : UWCHLAN TOWNSHIP
STATE/ZIP : PA 19425
MORTGAGE AMOUNT : 235,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 136,393.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,314.14 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 05/01/07
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 77.55775
----------------------------------------------------------------------------
0 0005244272 MORTGAGORS: MCKAY SCOTT
MCKAY ELIZABETH
REGION CODE ADDRESS : 1820 DELANCEY PLACE
01 CITY : PHILADELPHIA
STATE/ZIP : PA 19103
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,639.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,545.06 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 03/01/07
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0005245188 MORTGAGORS: SHARMA DHARMENDRA
SHARMA VEENA
REGION CODE ADDRESS : 14 FILLMORE DRIVE
01 CITY : WASHINGTON TOWNSHIP
STATE/ZIP : NJ 07675
MORTGAGE AMOUNT : 352,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,462.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,466.29 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 05/01/07
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0005247234 MORTGAGORS: NGUYENDO DAVID
NGUYENDO KAREN
REGION CODE ADDRESS : 2920 E CHEVY CHASE DRIVE
01 CITY : GLENDALE
STATE/ZIP : CA 91206
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 179,516.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,678.62 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 02/01/07
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0005248844 MORTGAGORS: BULFIN JOHN
BULFIN MARY
REGION CODE ADDRESS : 134 CORTEZ DRIVE
01 CITY : WEST PALM BEACH
STATE/ZIP : FL 33405
MORTGAGE AMOUNT : 328,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 231,874.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,258.98 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 04/01/07
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 69.89300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,545,500.00
P & I AMT: 15,263.09 UPB AMT: 1,048,885.81
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 14
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0005255088 MORTGAGORS: MEYERS ALAN
BISSONETTE LISANDE
REGION CODE ADDRESS : 17210 SPATES HILL ROAD
01 CITY : POOLESVILLE
STATE/ZIP : MD 20837
MORTGAGE AMOUNT : 230,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 160,379.40 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,251.99 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 03/01/07
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0005262498 MORTGAGORS: DEVENUTI RONALD
DEVENUTI THERESA
REGION CODE ADDRESS : 30 OVERTON ROAD
01 CITY : SCARSDALE
STATE/ZIP : NY 10583
MORTGAGE AMOUNT : 291,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 168,645.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,865.59 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 05/01/07
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------------------
0 0005264551 MORTGAGORS: GOLD EMIL
GOLD YELENA
REGION CODE ADDRESS : 161 LANGHAM STREET
01 CITY : BROOKLYN
STATE/ZIP : NY 11235
MORTGAGE AMOUNT : 238,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 103,678.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,326.28 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 05/01/07
CURRENT INT RATE: 8.37500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0005277363 MORTGAGORS: GREENBERG ESSIE
GREENBERG MARTIN
REGION CODE ADDRESS : 12 POWELL DRIVE
01 CITY : WEST ORANGE TOWNSHIP
STATE/ZIP : NJ 07052
MORTGAGE AMOUNT : 271,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 140,910.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,630.54 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 07/01/07
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 78.59420
----------------------------------------------------------------------------
0 0005278361 MORTGAGORS: KWON DO
KWON KEUM
REGION CODE ADDRESS : 29-45 214TH PLACE
01 CITY : BAYSIDE
STATE/ZIP : NY 11360
MORTGAGE AMOUNT : 210,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 142,735.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,067.96 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 05/01/07
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 63.63636
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,240,550.00
P & I AMT: 12,142.36 UPB AMT: 716,350.18
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 15
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0005278429 MORTGAGORS: VAN ZEILEN DANIEL
VAN ZEILEN MARY
REGION CODE ADDRESS : 37 SHOREWAY DRIVE
01 CITY : GREECE
STATE/ZIP : NY 14612
MORTGAGE AMOUNT : 210,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 150,287.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,161.30 OUTSIDE CONV DATE :
LIFETIME RATE : 9.25000 MATURITY DATE : 04/01/07
CURRENT INT RATE: 9.25000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0005281084 MORTGAGORS: PUNCHATZ IVAN
PUNCHATZ RACHELL
REGION CODE ADDRESS : 398 TREND ROAD
01 CITY : LOWER MAKEFIELD TOWNSHIP
STATE/ZIP : PA 19067
MORTGAGE AMOUNT : 203,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 135,797.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,957.06 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 07/01/07
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 76.12359
----------------------------------------------------------------------------
0 0005282496 MORTGAGORS: AIDI ABDOL
AIDI KAREN
REGION CODE ADDRESS : 16734 MARCHMONT DRIVE
01 CITY : LOS GATOS
STATE/ZIP : CA 95030
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 168,144.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,941.37 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 05/01/07
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 75.32400
----------------------------------------------------------------------------
0 0005283205 MORTGAGORS: KEAN ROBERT
PEDDICORD ROBERT
REGION CODE ADDRESS : 16613 J.M. PEARCE ROAD
01 CITY : MONKTON
STATE/ZIP : MD 21111
MORTGAGE AMOUNT : 368,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,387.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,490.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/07
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0005299599 MORTGAGORS: COHEN FRANK
COHEN JILL
REGION CODE ADDRESS : 233 MCLAIN STREET
01 CITY : MOUNT KISCO
STATE/ZIP : NY 10549
MORTGAGE AMOUNT : 435,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 312,776.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,379.77 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 06/01/07
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 43.50000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,506,250.00
P & I AMT: 14,929.80 UPB AMT: 1,014,394.08
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 16
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0005305081 MORTGAGORS: DUBREUIL CHRISTIAN
DUBREUIL SANTINE
REGION CODE ADDRESS : 10 SOUTHLAND DRIVE
01 CITY : GLEN COVE
STATE/ZIP : NY 11542
MORTGAGE AMOUNT : 202,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 130,918.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,052.37 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 05/01/07
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 44.96600
----------------------------------------------------------------------------
0 0005309034 MORTGAGORS: CHOE SONG
CHOE EUN
REGION CODE ADDRESS : 8306 JUDY WITT LANE
01 CITY : VIENNA
STATE/ZIP : VA 22182
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,100.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,523.96 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 05/01/07
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0005309166 MORTGAGORS: KITCHELL ROBERT
KITCHELL B
REGION CODE ADDRESS : 622 RIGHTERS MILL ROAD
01 CITY : PENN VALLEY
STATE/ZIP : PA 19072
MORTGAGE AMOUNT : 383,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,833.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,799.67 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 07/01/07
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 47.87500
----------------------------------------------------------------------------
0 0005312830 MORTGAGORS: FONG RICKY
FONG THERESA
REGION CODE ADDRESS : 7243 KINGSTON PLACE
01 CITY : DUBLIN
STATE/ZIP : CA 94568
MORTGAGE AMOUNT : 218,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 131,350.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,215.16 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 04/01/07
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0005313135 MORTGAGORS: MILLER RENEE
HUNTER STEVE
REGION CODE ADDRESS : 1630 WOODS DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90069
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 201,453.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,020.53 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 04/01/07
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 50.84700
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,453,750.00
P & I AMT: 14,611.69 UPB AMT: 989,657.29
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 17
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0005317102 MORTGAGORS: ALLSOP BRIAN
ALLSOP CASSANDRA
REGION CODE ADDRESS : 86 MONARCH BAY
01 CITY : DANA POINT
STATE/ZIP : CA 92677
MORTGAGE AMOUNT : 245,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 173,900.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,466.77 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 04/01/07
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 47.11538
----------------------------------------------------------------------------
0 0005323324 MORTGAGORS: CHUNG CHEOL
CHUNG JUNG
REGION CODE ADDRESS : 22242 STEEPLECHASE LANE
01 CITY : DIAMOND BAR
STATE/ZIP : CA 91765
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,518.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,027.38 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 04/01/07
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 62.01550
----------------------------------------------------------------------------
0 0005323332 MORTGAGORS: CHEN ISAAC
CHEN ENWEI
REGION CODE ADDRESS : 147 WOODRUFF PLACE
01 CITY : ARCADIA
STATE/ZIP : CA 91006
MORTGAGE AMOUNT : 262,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 156,973.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,659.41 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 04/01/07
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 69.00000
----------------------------------------------------------------------------
0 0005329545 MORTGAGORS: HARSH WILLIAM
HARSH CAROLYN
REGION CODE ADDRESS : 15309 ROSECROFT ROAD
01 CITY : ROCKVILLE
STATE/ZIP : MD 20853
MORTGAGE AMOUNT : 205,450.00 OPTION TO CONVERT :
UNPAID BALANCE : 147,153.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,068.57 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 07/01/07
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 59.89796
----------------------------------------------------------------------------
0 0005331756 MORTGAGORS: DELVECCHIO JACK
MILLIKEN WILLIAM
REGION CODE ADDRESS : 2507 WESLEY AVENUE UNIT #B
01 CITY : OCEAN CITY
STATE/ZIP : NJ 08226
MORTGAGE AMOUNT : 337,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 241,338.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,348.28 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 06/01/07
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 71.80800
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,450,150.00
P & I AMT: 14,570.41 UPB AMT: 980,884.91
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 18
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0005336136 MORTGAGORS: LIANG LIN
LIANG SEE
REGION CODE ADDRESS : 22090 WALLACE DRIVE
01 CITY : CUPERTINO
STATE/ZIP : CA 95014
MORTGAGE AMOUNT : 374,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,658.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,881.39 OUTSIDE CONV DATE :
LIFETIME RATE : 9.37500 MATURITY DATE : 04/01/07
CURRENT INT RATE: 9.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0005348081 MORTGAGORS: SMITH GARY
SMITH MARGARET
REGION CODE ADDRESS : 21707 O'TOOLE DRIVE
01 CITY : HAGERSTOWN
STATE/ZIP : MD 21742
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,138.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,498.08 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 07/01/07
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 88.60700
----------------------------------------------------------------------------
0 0005352018 MORTGAGORS: SOLDATI GARY
REGION CODE ADDRESS : TURTLE MOUNTAIN ROAD
01 CITY : TUXEDO
STATE/ZIP : NY 10987
MORTGAGE AMOUNT : 245,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 154,550.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,430.60 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 08/01/07
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 58.33333
----------------------------------------------------------------------------
0 0005358502 MORTGAGORS: ZORRILLA JOSE
REGION CODE ADDRESS : 2639 BARRY AVENUE
01 CITY : WEST LOS ANGELES
STATE/ZIP : CA 90064
MORTGAGE AMOUNT : 225,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 159,996.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,248.76 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 05/01/07
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------------------
0 0005360151 MORTGAGORS: SEGAR KEVIN
SEGAR JENNIFER
REGION CODE ADDRESS : 35 EAST 18TH STREET
01 CITY : AVALON
STATE/ZIP : NJ 08202
MORTGAGE AMOUNT : 227,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 161,660.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,202.22 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 07/01/07
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 59.73600
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,421,400.00
P & I AMT: 14,261.05 UPB AMT: 996,004.04
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 19
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0005365150 MORTGAGORS: HUYNH ROLAND
TRAN HUE
REGION CODE ADDRESS : 8451 LEROY STREET
01 CITY : SAN GABRIEL
STATE/ZIP : CA 91775
MORTGAGE AMOUNT : 257,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 177,611.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,664.31 OUTSIDE CONV DATE :
LIFETIME RATE : 9.37500 MATURITY DATE : 04/01/07
CURRENT INT RATE: 9.37500 PRODUCT CODE : 002
LTV : 72.80400
----------------------------------------------------------------------------
0 0005365390 MORTGAGORS: BOYADJIAN HAGOB
BOYADJIAN PERCHUI
REGION CODE ADDRESS : 1071 E ELMWOOD AVENUE
01 CITY : BURBANK
STATE/ZIP : CA 91501
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 234,724.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,369.26 OUTSIDE CONV DATE :
LIFETIME RATE : 9.37500 MATURITY DATE : 05/01/07
CURRENT INT RATE: 9.37500 PRODUCT CODE : 002
LTV : 58.55855
----------------------------------------------------------------------------
0 0005366661 MORTGAGORS: HOM SYLVIA
REGION CODE ADDRESS : 2525 SOUTH 2ND AVENUE
01 CITY : ARCADIA
STATE/ZIP : CA 91006
MORTGAGE AMOUNT : 339,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 229,659.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,413.20 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 05/01/07
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 72.12766
----------------------------------------------------------------------------
0 0005371562 MORTGAGORS: RIZZI EDWARD
RIZZI MADALINE
REGION CODE ADDRESS : 3 SOUTH 666 LEASK LANE
01 CITY : WHEATON
STATE/ZIP : IL 60187
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 328,542.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,564.20 OUTSIDE CONV DATE :
LIFETIME RATE : 9.00000 MATURITY DATE : 08/01/07
CURRENT INT RATE: 9.00000 PRODUCT CODE : 002
LTV : 52.32500
----------------------------------------------------------------------------
0 0005374871 MORTGAGORS: MORVAY LILIAN
INJEIAN PHILLIP
REGION CODE ADDRESS : 14 INDIAN ROCK PLACE
01 CITY : WILTON
STATE/ZIP : CT 06897
MORTGAGE AMOUNT : 292,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 211,030.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,926.39 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 07/01/07
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,663,800.00
P & I AMT: 16,937.36 UPB AMT: 1,181,568.14
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 20
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0005386313 MORTGAGORS: PARK DONG
PARK JAE
REGION CODE ADDRESS : 1434 OLERI TERRACE
01 CITY : FORT LEE
STATE/ZIP : NJ 07024
MORTGAGE AMOUNT : 202,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 148,049.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,097.76 OUTSIDE CONV DATE :
LIFETIME RATE : 9.37500 MATURITY DATE : 07/01/07
CURRENT INT RATE: 9.37500 PRODUCT CODE : 002
LTV : 69.53608
----------------------------------------------------------------------------
0 0005386545 MORTGAGORS: AZER RIDA
AZER NIGEL
REGION CODE ADDRESS : 553 DRYDEN PLACE
01 CITY : CHARLOTTESVILLE
STATE/ZIP : VA 22901
MORTGAGE AMOUNT : 408,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 290,234.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,081.25 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 06/01/07
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 79.99800
----------------------------------------------------------------------------
0 0005390786 MORTGAGORS: KLUG THOMAS
KLUG DORIS
REGION CODE ADDRESS : 8 DEBORAH LANE
01 CITY : CHAPPAQUA
STATE/ZIP : NY 10514
MORTGAGE AMOUNT : 323,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 222,217.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,133.55 OUTSIDE CONV DATE :
LIFETIME RATE : 8.25000 MATURITY DATE : 07/01/07
CURRENT INT RATE: 8.25000 PRODUCT CODE : 002
LTV : 62.11538
----------------------------------------------------------------------------
0 0005400338 MORTGAGORS: TILAKAMONKUL PRAMORTE
TILAKAMONKUL MARASRI
REGION CODE ADDRESS : 10300 NORTHVALE ROAD
01 CITY : LOS ANGELES
STATE/ZIP : CA 90064
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,753.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,576.01 OUTSIDE CONV DATE :
LIFETIME RATE : 9.12500 MATURITY DATE : 06/01/07
CURRENT INT RATE: 9.12500 PRODUCT CODE : 002
LTV : 79.54500
----------------------------------------------------------------------------
0 0005402078 MORTGAGORS: ADAKEN DHOWGAR
ADAKEN REHANA
REGION CODE ADDRESS : 218 ST. MARKS PLACE
01 CITY : MOUNT KISCO
STATE/ZIP : NY 10549
MORTGAGE AMOUNT : 217,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 155,244.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,136.89 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 07/01/07
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 77.50000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,500,700.00
P & I AMT: 15,025.46 UPB AMT: 1,059,499.19
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 21
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0005402342 MORTGAGORS: BERKOWITZ LOUIS
BERKOWITZ DARLENE
REGION CODE ADDRESS : 11 WINDING BROOK ROAD
01 CITY : NEWTOWN
STATE/ZIP : CT 06470
MORTGAGE AMOUNT : 293,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 210,110.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,821.25 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 08/01/07
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 68.13900
----------------------------------------------------------------------------
0 0005411889 MORTGAGORS: VINCENT GEORGE
VINCENT SHELLEY
REGION CODE ADDRESS : 13 HERITAGE WAY
01 CITY : EXETER
STATE/ZIP : NH 03833
MORTGAGE AMOUNT : 223,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 158,895.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,212.34 OUTSIDE CONV DATE :
LIFETIME RATE : 8.62500 MATURITY DATE : 07/01/07
CURRENT INT RATE: 8.62500 PRODUCT CODE : 002
LTV : 71.93548
----------------------------------------------------------------------------
0 0005415286 MORTGAGORS: SANH SE
TAING HENG
REGION CODE ADDRESS : 1999 VIA TRANQUILO
01 CITY : ROWLAND HEIGHTS
STATE/ZIP : CA 91748
MORTGAGE AMOUNT : 370,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 238,598.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,725.32 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 06/01/07
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 75.51020
----------------------------------------------------------------------------
0 0005415336 MORTGAGORS: CHAIKIN RONALD
CHAIKIN SHELLEY
REGION CODE ADDRESS : 1233 BEECH STREET
01 CITY : ATLANTIC BEACH
STATE/ZIP : NY 11509
MORTGAGE AMOUNT : 380,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,993.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,658.95 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 07/01/07
CURRENT INT RATE: 8.12500 PRODUCT CODE : 002
LTV : 69.09000
----------------------------------------------------------------------------
0 0005417696 MORTGAGORS: BLACKSTOCK GERALD
BLACKSTOCK VIMY
REGION CODE ADDRESS : 409 SPRUCEWOOD COURT
01 CITY : PLEASANT HILL
STATE/ZIP : CA 94523
MORTGAGE AMOUNT : 276,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 165,741.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,717.89 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 06/01/07
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,542,000.00
P & I AMT: 15,135.75 UPB AMT: 1,020,339.64
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 22
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0005419718 MORTGAGORS: SWIRIN GEORGE
SWIRIN BETTY
REGION CODE ADDRESS : 291 FALCON CREST DRIVE
01 CITY : ARROYO GRANDE
STATE/ZIP : CA 93420
MORTGAGE AMOUNT : 412,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,621.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,209.47 OUTSIDE CONV DATE :
LIFETIME RATE : 9.12500 MATURITY DATE : 06/01/07
CURRENT INT RATE: 9.12500 PRODUCT CODE : 002
LTV : 76.15500
----------------------------------------------------------------------------
0 0005420658 MORTGAGORS: PAK INSOO
PAK DONG
REGION CODE ADDRESS : 14723 WHITE LANE COURT
01 CITY : CHESTERFIELD
STATE/ZIP : MO 63017
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 152,812.89 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,617.79 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 08/01/07
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 62.64622
----------------------------------------------------------------------------
0 0005422530 MORTGAGORS: LIM DAVID
LIM KYUNG
REGION CODE ADDRESS : 16133 SUNNYVIEW TERRACE
01 CITY : HACIENDA HEIGHTS
STATE/ZIP : CA 91745
MORTGAGE AMOUNT : 242,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 173,608.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,418.67 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 06/01/07
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 56.94117
----------------------------------------------------------------------------
0 0005423686 MORTGAGORS: SAEDAN SOMKIAT
SAEDAN MEI
REGION CODE ADDRESS : 1996 ERIN WAY
01 CITY : GLENDALE
STATE/ZIP : CA 91206
MORTGAGE AMOUNT : 444,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 318,522.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,437.55 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 06/01/07
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 74.00000
----------------------------------------------------------------------------
0 0005432430 MORTGAGORS: VU QUY
PHAM BICH
REGION CODE ADDRESS : 583 S. EVENINGSONG LANE
01 CITY : ANAHEIM
STATE/ZIP : CA 92808
MORTGAGE AMOUNT : 229,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 165,806.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,305.67 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 07/01/07
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 74.59283
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,587,000.00
P & I AMT: 15,989.15 UPB AMT: 1,085,372.07
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 23
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0005435870 MORTGAGORS: OH CHUL
OH TAE
REGION CODE ADDRESS : 21433 AMBUSHERS STREET
01 CITY : DIAMOND BAR
STATE/ZIP : CA 91765
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 181,010.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,517.11 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 07/01/07
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 74.62686
----------------------------------------------------------------------------
0 0005439443 MORTGAGORS: SALTZ HARVEY
SALTZ JACQUELINE
REGION CODE ADDRESS : 17108 OAK VIEW DRIVE
01 CITY : ENCINO
STATE/ZIP : CA 91316
MORTGAGE AMOUNT : 438,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,365.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,417.53 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 07/01/07
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0005443064 MORTGAGORS: GRANTHAM KIRK
GRANTHAM CHERYL
REGION CODE ADDRESS : 303 MARLBOROUGH ROAD
01 CITY : WEST PALM BEACH
STATE/ZIP : FL 33405
MORTGAGE AMOUNT : 238,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 141,945.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,279.23 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 08/01/07
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0005444427 MORTGAGORS: CHENG GABRIEL
CHENG ELIZABETH
REGION CODE ADDRESS : 4499 E. FOREST GLEN ROAD
01 CITY : ANAHEIM
STATE/ZIP : CA 92807
MORTGAGE AMOUNT : 363,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,898.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,634.99 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 07/01/07
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 74.98969
----------------------------------------------------------------------------
0 0005454921 MORTGAGORS: BERMAN MICHAEL
REGION CODE ADDRESS : 1600 JOHNSON STREET
01 CITY : KEY WEST
STATE/ZIP : FL 33040
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 192,911.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,668.14 OUTSIDE CONV DATE :
LIFETIME RATE : 8.87500 MATURITY DATE : 08/01/07
CURRENT INT RATE: 8.87500 PRODUCT CODE : 002
LTV : 76.81159
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,555,950.00
P & I AMT: 15,517.00 UPB AMT: 1,059,131.80
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 24
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0005454947 MORTGAGORS: FELLER STEVEN
FELLER LOUISE
REGION CODE ADDRESS : 12250 NW 5TH STREET
01 CITY : PLANTATION
STATE/ZIP : FL 33325
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 141,472.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,998.35 OUTSIDE CONV DATE :
LIFETIME RATE : 8.75000 MATURITY DATE : 08/01/07
CURRENT INT RATE: 8.75000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0005466891 MORTGAGORS: SCAMMEL HARRY
SCAMMEL VAN
REGION CODE ADDRESS : 1063 RECTOR LANE
01 CITY : MCLEAN
STATE/ZIP : VA 22102
MORTGAGE AMOUNT : 308,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 222,678.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,033.00 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 08/01/07
CURRENT INT RATE: 8.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007691090 MORTGAGORS: MICHELSON STUART
REGION CODE ADDRESS : 174 MEADOW LANE
01 CITY : STATELINE
STATE/ZIP : NV 89449
MORTGAGE AMOUNT : 278,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,289.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,560.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
0 0007691371 MORTGAGORS: KOBAYASHI LLOYD
WONG GLORIA
REGION CODE ADDRESS : 20714 BROKEN BIT DRIVE
01 CITY : COVINA
STATE/ZIP : CA 91724
MORTGAGE AMOUNT : 333,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 325,594.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,016.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 87.63100
----------------------------------------------------------------------------
0 0007692072 MORTGAGORS: JENSEN RONALD
JENSEN KAREN
REGION CODE ADDRESS : 2520 NORTH COURTLAND STREET
01 CITY : ORANGE
STATE/ZIP : CA 92867
MORTGAGE AMOUNT : 440,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 427,210.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,954.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,659,350.00
P & I AMT: 15,563.23 UPB AMT: 1,389,245.30
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 25
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007692312 MORTGAGORS: JAVANBAKHT EBRAHIM
JAVANBAKHT SOHEYLA
REGION CODE ADDRESS : 1445 LA POSITAS PLACE
01 CITY : SANTA BARBARA
STATE/ZIP : CA 93105
MORTGAGE AMOUNT : 187,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 181,732.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,720.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 61.31100
----------------------------------------------------------------------------
0 0007692965 MORTGAGORS: MOORE PHAWNDA
REGION CODE ADDRESS : 5667 AMBASSADOR DRIVE
01 CITY : ROCKLIN
STATE/ZIP : CA 95677
MORTGAGE AMOUNT : 142,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 138,774.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,266.44 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.53100
----------------------------------------------------------------------------
0 0007693005 MORTGAGORS: WOOD JUNE
REGION CODE ADDRESS : 1133 DOLORES COURT
01 CITY : PALM SPRINGS
STATE/ZIP : CA 92262
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,402.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,522.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 60.67400
----------------------------------------------------------------------------
0 0007693336 MORTGAGORS: LADRIGAN BRUCE
LADRIGAN ANN
REGION CODE ADDRESS : 11 FLINTLOCK RD
01 CITY : W NORWALK
STATE/ZIP : CT 06850
MORTGAGE AMOUNT : 196,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 192,279.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,768.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0007693385 MORTGAGORS: RANAUDO ROBERT
RANAUDO DEBORAH
REGION CODE ADDRESS : 63 WILCOX ROAD
01 CITY : MILFORD
STATE/ZIP : CT 06460
MORTGAGE AMOUNT : 130,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 126,953.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,177.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 68.42100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 925,700.00
P & I AMT: 8,454.45 UPB AMT: 903,142.71
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 26
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007697881 MORTGAGORS: BASS DANIEL
MCBRIDE KATHLEEN
REGION CODE ADDRESS : 1950 GOUGH STREET
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94109
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 235,487.09 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,190.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 68.57100
----------------------------------------------------------------------------
0 0007698491 MORTGAGORS: SIDDIQUI SHAHAB
REGION CODE ADDRESS : 6220 MERRIDITH ERIN LANE
01 CITY : ORLANDO
STATE/ZIP : FL 32819
MORTGAGE AMOUNT : 168,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 164,419.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,569.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007698566 MORTGAGORS: FERRIER JOSEPH
FERRIER TERESA
REGION CODE ADDRESS : 13 DUNBAR CREEK POINT
01 CITY : ST SIMONS ISLAND
STATE/ZIP : GA 31522
MORTGAGE AMOUNT : 291,841.06 OPTION TO CONVERT :
UNPAID BALANCE : 286,175.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,602.80 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 48.64017
----------------------------------------------------------------------------
0 0007698665 MORTGAGORS: WEDDE MARK
WEDDE WENDY
REGION CODE ADDRESS : 3322 GREYMOSS COURT
01 CITY : TARPON SPRINGS
STATE/ZIP : FL 34689
MORTGAGE AMOUNT : 127,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 125,529.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,172.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 71.62900
----------------------------------------------------------------------------
0 0007698772 MORTGAGORS: KURKJIAN EDWARD
KURKJIAN CHARLOTTE
REGION CODE ADDRESS : 189 SEA ISLAND DRIVE
01 CITY : PONTE VEDRA BEACH
STATE/ZIP : FL 32082
MORTGAGE AMOUNT : 172,952.63 OPTION TO CONVERT :
UNPAID BALANCE : 162,622.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,877.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 03/01/09
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 48.71905
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,000,293.69
P & I AMT: 9,413.41 UPB AMT: 974,234.54
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 27
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007698806 MORTGAGORS: ACKERMAN EDWAUD
FLEET SHELLEY
REGION CODE ADDRESS : 2073 HUTTON POINT
01 CITY : LONGWOOD
STATE/ZIP : FL 32779
MORTGAGE AMOUNT : 329,596.03 OPTION TO CONVERT :
UNPAID BALANCE : 322,420.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,032.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.42000
----------------------------------------------------------------------------
0 0007705767 MORTGAGORS: POWELL H.
POWELL CYNTHIA
REGION CODE ADDRESS : 114 ARBORVITAE COURT
01 CITY : PINE KNOLL SHORES
STATE/ZIP : NC 28512
MORTGAGE AMOUNT : 220,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 215,198.71 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,977.42 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007706021 MORTGAGORS: PARRISH MICHAEL
PARRISH REBECCA
REGION CODE ADDRESS : 7713 CHAPEL CREEK PKWY SOUTH
01 CITY : CORDOVA
STATE/ZIP : TN 38018
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 345,496.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,121.49 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 76.08600
----------------------------------------------------------------------------
0 0007707425 MORTGAGORS: DE JAHAM ALAIN
DE JAHAM GERTRUDE
REGION CODE ADDRESS : 2204 NOTRE DAME DRIVE
01 CITY : LAKE WORTH
STATE/ZIP : FL 33460
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 371,468.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,396.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 50.00000
----------------------------------------------------------------------------
0 0007707466 MORTGAGORS: CHO YEOL
CHO BONGHEE
REGION CODE ADDRESS : 3509 BOISE WAY
01 CITY : COOPER CITY
STATE/ZIP : FL 33026
MORTGAGE AMOUNT : 145,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 143,725.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,348.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,420,096.03
P & I AMT: 12,876.61 UPB AMT: 1,398,309.08
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 28
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007707490 MORTGAGORS: CYR ROGER
CYR THERESA
REGION CODE ADDRESS : 3705 NE 27TH CT
01 CITY : OCALA
STATE/ZIP : FL 34479
MORTGAGE AMOUNT : 90,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 89,739.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 867.73 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007707508 MORTGAGORS: ROHRER DAVID
ROHRER KATHY
REGION CODE ADDRESS : 1813 BALLYBUNION DRIVE
01 CITY : DULUTH
STATE/ZIP : GA 30097
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 491,934.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,459.27 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 55.55500
----------------------------------------------------------------------------
0 0007707599 MORTGAGORS: PEACOCK MARK
PEACOCK NANCY
REGION CODE ADDRESS : 1125 TYNE BOULEVARD
01 CITY : NASHVILLE
STATE/ZIP : TN 37220
MORTGAGE AMOUNT : 387,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 383,235.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,424.60 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 73.57400
----------------------------------------------------------------------------
0 0007707680 MORTGAGORS: GOODMAN JO ANN
REGION CODE ADDRESS : 9120 ODEN COURT
01 CITY : BRENTWOOD
STATE/ZIP : TN 37027
MORTGAGE AMOUNT : 64,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 63,186.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 581.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 32.10000
----------------------------------------------------------------------------
0 0007707938 MORTGAGORS: MARSH JESSE
MARSH DEBORAH
REGION CODE ADDRESS : 316 CADDIE DRIVE
01 CITY : DEBARY
STATE/ZIP : FL 32713
MORTGAGE AMOUNT : 150,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 147,606.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,348.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 68.18100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,192,000.00
P & I AMT: 10,681.39 UPB AMT: 1,175,702.54
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 29
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007707995 MORTGAGORS: ROSS HAROLD
ROSS BARBARA
REGION CODE ADDRESS : 8511 VAN DYKE ROAD
01 CITY : ODESSA
STATE/ZIP : FL 33556
MORTGAGE AMOUNT : 922,652.00 OPTION TO CONVERT :
UNPAID BALANCE : 905,116.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 8,357.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 59.52500
----------------------------------------------------------------------------
0 0007708027 MORTGAGORS: SODHI BHUPINDER
SODHI SUKHPAUL
REGION CODE ADDRESS : 1779 EARHART COURT
01 CITY : DAYTONA BEACH
STATE/ZIP : FL 32124
MORTGAGE AMOUNT : 295,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 291,204.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,630.97 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 71.95100
----------------------------------------------------------------------------
0 0007721350 MORTGAGORS: BROWNING RAYMOND
BONE LESLEY
REGION CODE ADDRESS : 116 CLUB DRIVE
01 CITY : SAN CARLOS
STATE/ZIP : CA 94070
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,492.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,516.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0007721467 MORTGAGORS: MCCARTHY JOHN
REGION CODE ADDRESS : 7408 GREENBRIER DRIVE
01 CITY : DALLAS
STATE/ZIP : TX 75225
MORTGAGE AMOUNT : 425,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 418,217.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,820.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 48.57142
----------------------------------------------------------------------------
0 0007721475 MORTGAGORS: MITCHELL DAVID
MITCHELL LETA
REGION CODE ADDRESS : 11 GOLDEN ROAD
01 CITY : RAMAPO (MONTEBELLO)
STATE/ZIP : NY 10901
MORTGAGE AMOUNT : 405,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 401,307.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,754.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,327,652.00
P & I AMT: 21,079.80 UPB AMT: 2,290,338.61
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 30
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007721483 MORTGAGORS: TYRE BRYAN
TYRE JOYCE
REGION CODE ADDRESS : 6401 REY DEL SIERRA
01 CITY : SPARKS
STATE/ZIP : NV 89436
MORTGAGE AMOUNT : 257,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,985.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,346.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 78.59300
----------------------------------------------------------------------------
0 0007721673 MORTGAGORS: SCHRODER RONALD
SCHRODER VALARIE
REGION CODE ADDRESS : 247 RUE DES CHATEAUX
01 CITY : TARPON SPRINGS
STATE/ZIP : FL 34689
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 393,547.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,567.42 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 50.00000
----------------------------------------------------------------------------
0 0007721723 MORTGAGORS: MCFARLAND MYLES
MCFARLAND VANESSA
REGION CODE ADDRESS : 3333 FALCON STREET
01 CITY : SAN DIEGO
STATE/ZIP : CA 92103
MORTGAGE AMOUNT : 404,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 398,429.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,575.04 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 70.26000
----------------------------------------------------------------------------
0 0007721749 MORTGAGORS: BRUBECK PATRICK
BRUBECK JEAN
REGION CODE ADDRESS : 4000 VINE HILL LANE
01 CITY : SANTA CRUZ
STATE/ZIP : CA 95065
MORTGAGE AMOUNT : 430,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 424,525.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,864.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 69.35400
----------------------------------------------------------------------------
0 0007721897 MORTGAGORS: CATERINO RAYMOND
REGION CODE ADDRESS : 79 COVE ROAD
01 CITY : DENNIS
STATE/ZIP : MA 02639
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 366,876.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,529.79 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 002
LTV : 69.44400
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,866,000.00
P & I AMT: 16,883.28 UPB AMT: 1,836,363.74
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 31
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007721905 MORTGAGORS: BABABEKOV RUBEN
REGION CODE ADDRESS : 181-68 TUDOR ROAD
01 CITY : JAMAICA ESTATES
STATE/ZIP : NY 11432
MORTGAGE AMOUNT : 266,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,674.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,468.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0007721913 MORTGAGORS: GALANDO DAVID
GALANDO MICHELLE
REGION CODE ADDRESS : 19327 4TH PLACE SOUTHWEST
01 CITY : SEATTLE
STATE/ZIP : WA 98166
MORTGAGE AMOUNT : 351,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 344,774.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,135.76 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007721921 MORTGAGORS: MCNARY DOUGLAS
MCNARY DIANE
REGION CODE ADDRESS : 39 DEEP RUN
01 CITY : COHASSET
STATE/ZIP : MA 02025
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,790.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,575.79 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 46.66600
----------------------------------------------------------------------------
0 0007721970 MORTGAGORS: CHENG MEISHAN
CHEN JINGWEN
REGION CODE ADDRESS : 2430 DAKOTA LAKES DRIVE
01 CITY : HERNDON
STATE/ZIP : VA 20171
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,802.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,389.26 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 79.69300
----------------------------------------------------------------------------
0 0007721996 MORTGAGORS: SCHMIDT EDWARD
SCHMIDT PRISCILLA
REGION CODE ADDRESS : 321 RUSTIN WAY
01 CITY : WEXFORD
STATE/ZIP : PA 15090
MORTGAGE AMOUNT : 334,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 329,747.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,002.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,501,850.00
P & I AMT: 13,571.08 UPB AMT: 1,472,790.52
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 32
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007722002 MORTGAGORS: SHARKEY RICHARD
SHARKEY BARBARA
REGION CODE ADDRESS : 16525 SHORE DRIVE NE.
01 CITY : SEATTLE
STATE/ZIP : WA 98155
MORTGAGE AMOUNT : 380,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 372,623.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,389.05 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007722010 MORTGAGORS: DIMICHELE DEAN
REGION CODE ADDRESS : 60 EAGLE COURT
01 CITY : EDWARDSVILLE
STATE/ZIP : IL 62025
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,531.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,516.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007722036 MORTGAGORS: GOROSH JEFFREY
LUCE MARY
REGION CODE ADDRESS : 845 W. 52ND STREET
01 CITY : KANSAS CITY
STATE/ZIP : MO 64112
MORTGAGE AMOUNT : 284,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,610.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,612.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 69.26829
----------------------------------------------------------------------------
0 0007722069 MORTGAGORS: SINGH GAGANDEEP
REGION CODE ADDRESS : 43 HILLSIDE LANE
01 CITY : SYOSSET
STATE/ZIP : NY 11791
MORTGAGE AMOUNT : 321,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 316,869.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,862.86 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 74.82500
----------------------------------------------------------------------------
0 0007722077 MORTGAGORS: CHERNICKY DAVID
CHERNICKY PATRICIA
REGION CODE ADDRESS : 1782 EAST 30TH STREET
01 CITY : TULSA
STATE/ZIP : OK 74114
MORTGAGE AMOUNT : 577,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 567,593.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,105.93 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 74.93506
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,842,000.00
P & I AMT: 16,487.15 UPB AMT: 1,812,227.74
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 33
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007722085 MORTGAGORS: YOON MIKE
YOON CONNIE
REGION CODE ADDRESS : 5510 SAUVE LANE
01 CITY : HOUSTON
STATE/ZIP : TX 77056
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 393,478.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,539.64 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 53.33300
----------------------------------------------------------------------------
0 0007722093 MORTGAGORS: BURGESS DANIEL
BURGESS DEBBIE
REGION CODE ADDRESS : 724 CASTLE CREEK DRIVE
01 CITY : COPPELL
STATE/ZIP : TX 75019
MORTGAGE AMOUNT : 317,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 311,000.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,811.36 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 72.53400
----------------------------------------------------------------------------
0 0007722101 MORTGAGORS: VAN PERNIS THOMAS
VAN PERNIS ROSARIO
REGION CODE ADDRESS : 9025 SOUTHERLAND PLACE
01 CITY : BRENTWOOD
STATE/ZIP : TN 37027
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 276,473.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,536.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 66.03773
----------------------------------------------------------------------------
0 0007722150 MORTGAGORS: LAURIELLO JOHN
LAURIELLO NAOMI
REGION CODE ADDRESS : 906 TRAMWAY LN
01 CITY : ALBUQUERQUE
STATE/ZIP : NM 87122
MORTGAGE AMOUNT : 254,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,942.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,323.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 68.78378
----------------------------------------------------------------------------
0 0007722168 MORTGAGORS: KATAN BRIAN
KATAN LAURIE
REGION CODE ADDRESS : 14200 SPORT OF KINGS
01 CITY : WICHITA
STATE/ZIP : KS 67230
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 293,104.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,654.73 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 67.11409
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,552,200.00
P & I AMT: 13,865.30 UPB AMT: 1,523,999.72
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 34
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007722176 MORTGAGORS: CONSTANTINE JILL
CONSTANTINE JOHN
REGION CODE ADDRESS : 35 CHERYL LANE
01 CITY : CLARKSBURG
STATE/ZIP : NJ 08510
MORTGAGE AMOUNT : 317,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 312,932.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,849.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 86.84931
----------------------------------------------------------------------------
0 0007722184 MORTGAGORS: EDMONDS MARK
EDMONDS ANNE
REGION CODE ADDRESS : 7140 OAK FAIRWAY
01 CITY : TULSA
STATE/ZIP : OK 74131
MORTGAGE AMOUNT : 313,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 308,594.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,818.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007722200 MORTGAGORS: DARCI JOSEPH
DARCI MAUREEN
REGION CODE ADDRESS : 4 WYMAN ROAD
01 CITY : MARBLEHEAD
STATE/ZIP : MA 01845
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,551.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,355.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 72.22200
----------------------------------------------------------------------------
0 0007722218 MORTGAGORS: KIRKWOOD JOHN
KIRKWOOD HEATHER
REGION CODE ADDRESS : 4515 WEST DRAVUS STREET
01 CITY : SEATTLE
STATE/ZIP : WA 98199
MORTGAGE AMOUNT : 349,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 344,803.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,139.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 36.38020
----------------------------------------------------------------------------
0 0007722309 MORTGAGORS: THOMSON CYNTHIA
REGION CODE ADDRESS : 29 EASTRIDGE DRIVE
01 CITY : SANTA CRUZ
STATE/ZIP : CA 95060
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,180.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,696.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 47.61900
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,539,850.00
P & I AMT: 13,858.84 UPB AMT: 1,520,063.67
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 35
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007722556 MORTGAGORS: GEORGE LARRY
POMMERENKE BRENDA
REGION CODE ADDRESS : 2746 S. IVES STREET
01 CITY : ARLINGTON
STATE/ZIP : VA 22202
MORTGAGE AMOUNT : 258,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,543.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,318.98 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 65.81600
----------------------------------------------------------------------------
0 0007722572 MORTGAGORS: FERRANTE MARCO
FERRANTE BRENDA
REGION CODE ADDRESS : 2903 GREY BEECH CT
01 CITY : HARWOOD
STATE/ZIP : MD 20776
MORTGAGE AMOUNT : 248,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,435.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,234.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 77.68700
----------------------------------------------------------------------------
0 0007722580 MORTGAGORS: ZAMARY RAAFAT
ZAMARY MARY
REGION CODE ADDRESS : 4253 GOLDEN OAK COURT
01 CITY : DANVILLE
STATE/ZIP : CA 94506
MORTGAGE AMOUNT : 514,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 507,595.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,692.12 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 67.63100
----------------------------------------------------------------------------
0 0007722598 MORTGAGORS: LIN MIN
LIN JIE
REGION CODE ADDRESS : 350 S. GEORGE MASON DR.
01 CITY : ARLINGTON
STATE/ZIP : VA 22204
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,229.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,491.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.71000
----------------------------------------------------------------------------
0 0007722606 MORTGAGORS: HARMON CHARLES
HARMON LINDA
REGION CODE ADDRESS : 10484 E QUARTZ ROCK ROAD
01 CITY : SCOTTSDALE
STATE/ZIP : AZ 85255
MORTGAGE AMOUNT : 388,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 381,797.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,487.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,683,600.00
P & I AMT: 15,224.08 UPB AMT: 1,660,601.79
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 36
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007722614 MORTGAGORS: ESPOSITO NICHOLAS
ESPOSITO BARBARA
REGION CODE ADDRESS : 10785 E. CHOLLA LANE
01 CITY : SCOTTSDALE
STATE/ZIP : AZ 85259
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,461.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,452.60 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 71.42800
----------------------------------------------------------------------------
0 0007722622 MORTGAGORS: DORE TIMOTHY
REGION CODE ADDRESS : 4027 55TH AVENUE SW.
01 CITY : SEATTLE
STATE/ZIP : WA 98116
MORTGAGE AMOUNT : 343,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 338,830.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,084.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 73.02100
----------------------------------------------------------------------------
0 0007722630 MORTGAGORS: HUMPHREY DAVID
CARVER PEGGY
REGION CODE ADDRESS : 21833 NE. 30TH PLACE
01 CITY : REDMOND
STATE/ZIP : WA 98053
MORTGAGE AMOUNT : 253,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,862.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,259.07 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.61100
----------------------------------------------------------------------------
0 0007722648 MORTGAGORS: MUNSHI FOZLUL
MUNSHI DILRUBA
REGION CODE ADDRESS : 605 QUEEN ANNE ROAD
01 CITY : TEANECK
STATE/ZIP : NJ 07666
MORTGAGE AMOUNT : 227,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 224,966.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,994.81 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 58.70800
----------------------------------------------------------------------------
0 0007722655 MORTGAGORS: CLARK TRENT
CLARK ANDREA
REGION CODE ADDRESS : 117 BEECHER AVENUE
01 CITY : BRIGHAM CITY
STATE/ZIP : UT 84302
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 286,228.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,566.24 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 70.73100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,388,700.00
P & I AMT: 12,357.50 UPB AMT: 1,372,349.36
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 37
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007722705 MORTGAGORS: DAKRI MUSA
DAKRI KHALEDA
REGION CODE ADDRESS : 36 EAST STILLFOREST
01 CITY : HOUSTON
STATE/ZIP : TX 77024
MORTGAGE AMOUNT : 649,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 641,264.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 6,211.27 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 43.33000
----------------------------------------------------------------------------
0 0007734023 MORTGAGORS: JOYCE JOHN
JOYCE COLLEEN
REGION CODE ADDRESS : 674 CONCORD ROAD
01 CITY : GLEN MILLS
STATE/ZIP : PA 19342
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,519.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,256.52 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0007734031 MORTGAGORS: CARR STEPHEN
CARR BARBARA
REGION CODE ADDRESS : 1765 COLT ROAD
01 CITY : MEDIA
STATE/ZIP : PA 19063
MORTGAGE AMOUNT : 337,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 335,463.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,034.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007734072 MORTGAGORS: ALBERS H.
ALBERS MARY
REGION CODE ADDRESS : 649 COOLEDGE AVENUE
01 CITY : ATLANTA
STATE/ZIP : GA 30306
MORTGAGE AMOUNT : 258,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,815.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,355.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.38400
----------------------------------------------------------------------------
0 0007734106 MORTGAGORS: PODESTA WILLIAM
PODESTA CLAIRE
REGION CODE ADDRESS : 16821 ESTRELLA DRIVE
01 CITY : SONOMA
STATE/ZIP : CA 95476
MORTGAGE AMOUNT : 281,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,603.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,470.67 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 66.21100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,781,950.00
P & I AMT: 16,328.09 UPB AMT: 1,757,667.28
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 38
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007734122 MORTGAGORS: FLANAGAN GAEL
REGION CODE ADDRESS : 500 EDEN LANE
01 CITY : CORNVILLE
STATE/ZIP : AZ 86325
MORTGAGE AMOUNT : 371,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 368,274.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,419.35 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0007734171 MORTGAGORS: TANGEMAN MARY
TANGEMAN DOUG
REGION CODE ADDRESS : 9959 EAST BAYVIEW DRIVE
01 CITY : SCOTTSDALE
STATE/ZIP : AZ 85258
MORTGAGE AMOUNT : 405,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 401,144.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,640.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 73.63600
----------------------------------------------------------------------------
0 0007734189 MORTGAGORS: SWAPP RON
SWAPP LUANN
REGION CODE ADDRESS : 6556 SOUTH CANYON RANCH ROAD
01 CITY : SALT LAKE CITY
STATE/ZIP : UT 84121
MORTGAGE AMOUNT : 363,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 358,264.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,322.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.99700
----------------------------------------------------------------------------
0 0007734197 MORTGAGORS: ZAJAC JANET
REGION CODE ADDRESS : 1171 RAMPART RANGE ROAD
01 CITY : WOODLAND PARK
STATE/ZIP : CO 80863
MORTGAGE AMOUNT : 261,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,511.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,311.38 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 68.73600
----------------------------------------------------------------------------
0 0007734205 MORTGAGORS: MIZE WILLIAM
MIZE SARA JANE
REGION CODE ADDRESS : 4606 BRUCE AVENUE
01 CITY : MINNEAPOLIS
STATE/ZIP : MN 55424
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,247.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,536.33 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,681,850.00
P & I AMT: 15,229.68 UPB AMT: 1,665,440.93
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 39
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007734213 MORTGAGORS: GREGORY DONALD
REGION CODE ADDRESS : 12481 N. LOST CANYON TRAIL
01 CITY : PARKER
STATE/ZIP : CO 80138
MORTGAGE AMOUNT : 343,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 340,194.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,063.52 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 34.35000
----------------------------------------------------------------------------
0 0007734221 MORTGAGORS: NOWELL RALPH
NOWELL DOROTHY
REGION CODE ADDRESS : 290 SHILOH FALLS
01 CITY : COUNCE
STATE/ZIP : TN 38326
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,334.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,516.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 78.21200
----------------------------------------------------------------------------
0 0007734239 MORTGAGORS: COBB JEFFREY
COBB SANDRA
REGION CODE ADDRESS : 2490 HALLE PARKWAY
01 CITY : COLLIERVILLE
STATE/ZIP : TN 38017
MORTGAGE AMOUNT : 348,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 345,429.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,134.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0007734247 MORTGAGORS: LEVY RICHARD
LEVY SUSAN
REGION CODE ADDRESS : 57 WYN OAK DRIVE
01 CITY : NASHVILLE
STATE/ZIP : TN 37205
MORTGAGE AMOUNT : 259,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,930.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,331.56 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 66.68300
----------------------------------------------------------------------------
0 0007734254 MORTGAGORS: SHIH CHING-LIN
LU LI-CHU
REGION CODE ADDRESS : 3271 LAC DU VAL COURT
01 CITY : SAN JOSE
STATE/ZIP : CA 95135
MORTGAGE AMOUNT : 248,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,184.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,268.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 62.12500
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,480,150.00
P & I AMT: 13,314.93 UPB AMT: 1,466,073.87
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 40
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007734262 MORTGAGORS: FRIEDMAN ALAN
FRIEDMAN LINDA
REGION CODE ADDRESS : 5295 N. CORTE PUESTA DEL SOL
01 CITY : TUCSON
STATE/ZIP : AZ 85718
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 277,276.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,477.75 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 47.86324
----------------------------------------------------------------------------
0 0007734270 MORTGAGORS: TATELMAN MAURICE
TATELMAN LOIS
REGION CODE ADDRESS : 6414 NORTH 29TH STREET
01 CITY : PHOENIX
STATE/ZIP : AZ 85016
MORTGAGE AMOUNT : 388,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 385,138.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,521.88 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 74.76900
----------------------------------------------------------------------------
0 0007740533 MORTGAGORS: THOMPSON ROBERT
THOMPSON LANA
REGION CODE ADDRESS : 10330 N 225TH ST
02 CITY : ELKHORN
STATE/ZIP : NE 68022
MORTGAGE AMOUNT : 440,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 435,900.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,016.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 62.85700
----------------------------------------------------------------------------
0 0007740541 MORTGAGORS: TURNER KAREN
REGION CODE ADDRESS : 5107 SW KINGFISHER DR
01 CITY : LEES SUMMIT
STATE/ZIP : MO 64082
MORTGAGE AMOUNT : 147,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 145,128.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,321.28 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 73.50000
----------------------------------------------------------------------------
0 0007740558 MORTGAGORS: BETTENDORF MARY
BETTENDORF HENRY
REGION CODE ADDRESS : 45 FAIR OAKS
01 CITY : LADUE
STATE/ZIP : MO 63124
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 643,878.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,887.91 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 72.22200
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,905,800.00
P & I AMT: 17,225.42 UPB AMT: 1,887,322.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 41
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007740574 MORTGAGORS: SZE MARTY
CHENG JUDY
REGION CODE ADDRESS : 878 COURTWOOD LN
01 CITY : BALLWIN
STATE/ZIP : MO 63011
MORTGAGE AMOUNT : 170,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 168,958.65 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,563.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 56.66666
----------------------------------------------------------------------------
0 0007740590 MORTGAGORS: ANAND ASHWINI
ANAND SATHYAPREMA
REGION CODE ADDRESS : 740 PHILPOT RD
01 CITY : LONDON
STATE/ZIP : KY 40741
MORTGAGE AMOUNT : 359,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 352,325.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,204.44 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 78.96700
----------------------------------------------------------------------------
0 0007740632 MORTGAGORS: BURGESS ANDREW
BURGESS JENNIFER
REGION CODE ADDRESS : 761 LAKENHEATH DRIVE
01 CITY : MOUNT PLEASANT
STATE/ZIP : SC 29464
MORTGAGE AMOUNT : 399,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 393,952.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,504.96 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007740640 MORTGAGORS: WALKENSHAW PHILIP
WALKENSHAW ELIZABETH
REGION CODE ADDRESS : 2047 N HOWE STREET
01 CITY : CHICAGO
STATE/ZIP : IL 60614
MORTGAGE AMOUNT : 425,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 419,413.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,731.48 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 61.15100
----------------------------------------------------------------------------
0 0007740665 MORTGAGORS: DOROSKI VICTOR
DOROSKI DIANE
REGION CODE ADDRESS : 18244 PASEO VICTORIA
01 CITY : RANCHO SANTA FE
STATE/ZIP : CA 92067
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,221.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,717.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 27.27200
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,653,500.00
P & I AMT: 14,722.25 UPB AMT: 1,630,871.24
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 42
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007740699 MORTGAGORS: YOUNG KEVIN
YOUNG LESLIE
REGION CODE ADDRESS : 3 TALLWOOD RD
01 CITY : MEDFIELD
STATE/ZIP : MA 02052
MORTGAGE AMOUNT : 357,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 354,304.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,289.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007740715 MORTGAGORS: VERHANOVITZ MICHAEL
SWANBERG LISA
REGION CODE ADDRESS : 9213 COPENHAVER DR.
01 CITY : POTOMAC
STATE/ZIP : MD 20854
MORTGAGE AMOUNT : 252,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,870.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,231.30 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 74.16100
----------------------------------------------------------------------------
0 0007740723 MORTGAGORS: COOPER ROGER
COOPER ERICA
REGION CODE ADDRESS : 2002 WINDMILL LANE
01 CITY : ALEXANDRIA
STATE/ZIP : VA 22307
MORTGAGE AMOUNT : 293,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 290,765.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,679.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 69.88095
----------------------------------------------------------------------------
0 0007740731 MORTGAGORS: RICE LAWRENCE
RICE JUDITH
REGION CODE ADDRESS : 480 PARKLAWN DR
01 CITY : ROCKY RIVER
STATE/ZIP : OH 44116
MORTGAGE AMOUNT : 277,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 273,397.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,451.20 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 45.04065
----------------------------------------------------------------------------
0 0007740749 MORTGAGORS: KOFF EILEEN
REGION CODE ADDRESS : 16 MILFORD DRIVE
01 CITY : MARLTON
STATE/ZIP : NJ 08053
MORTGAGE AMOUNT : 369,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 365,859.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,371.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.93500
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,549,550.00
P & I AMT: 14,022.62 UPB AMT: 1,533,196.90
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 43
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007740756 MORTGAGORS: OGUNRO OLAYINKA
REGION CODE ADDRESS : 4508 BOWSER AVENUE A
01 CITY : DALLAS
STATE/ZIP : TX 75215
MORTGAGE AMOUNT : 180,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 177,708.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,617.89 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007740764 MORTGAGORS: BOEHM HENRY
DAVIS-BOEHM BETH
REGION CODE ADDRESS : 2528 ELDRIDGE LANE
01 CITY : WACO
STATE/ZIP : TX 76710
MORTGAGE AMOUNT : 248,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 245,268.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,199.01 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 71.00000
----------------------------------------------------------------------------
0 0007740772 MORTGAGORS: BURNETT DAVID
BURNETT KARLA
REGION CODE ADDRESS : 8751 RANCH ROAD 12
01 CITY : SAN MARCOS
STATE/ZIP : TX 78666
MORTGAGE AMOUNT : 520,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 516,637.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,601.53 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007740780 MORTGAGORS: ZEIGLER CRAIG
ZEIGLER CECILE
REGION CODE ADDRESS : 13 PETERSON PL
01 CITY : WILMINGTON
STATE/ZIP : OH 45177
MORTGAGE AMOUNT : 241,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,872.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,169.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 62.70129
----------------------------------------------------------------------------
0 0007740798 MORTGAGORS: BOSSBALY JOSE
BOSSBALY MARIBETH
REGION CODE ADDRESS : 18 DAVIS DR
01 CITY : WASHINGTON CROSSING
STATE/ZIP : PA 18977
MORTGAGE AMOUNT : 473,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 468,943.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,158.18 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 79.99389
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,663,500.00
P & I AMT: 14,746.39 UPB AMT: 1,648,430.24
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 44
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007740806 MORTGAGORS: CLARKE RICHARD
CLARKE BARBARA
REGION CODE ADDRESS : 826 MADISON AVE.
01 CITY : BRIDGEWATER
STATE/ZIP : NJ 08807
MORTGAGE AMOUNT : 373,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 369,410.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,326.62 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.97427
----------------------------------------------------------------------------
0 0007740814 MORTGAGORS: CHANG TAI-HO
KAO WENDY
REGION CODE ADDRESS : 2 TOWER ROAD
01 CITY : BRIDGEWATER
STATE/ZIP : NJ 08807
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 316,953.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,876.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 65.64100
----------------------------------------------------------------------------
0 0007740822 MORTGAGORS: WATTS E.
WATTS DEBORAH
REGION CODE ADDRESS : 2726 CORNWALLIS AVENUE
01 CITY : ROANOKE
STATE/ZIP : VA 20414
MORTGAGE AMOUNT : 287,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,495.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,601.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007740830 MORTGAGORS: FAY MATTHEW
FAY CLARISSA
REGION CODE ADDRESS : 41 GLENMERE TERRACE
01 CITY : MAHWAH
STATE/ZIP : NJ 07430
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 282,315.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,581.62 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 65.18000
----------------------------------------------------------------------------
0 0007740848 MORTGAGORS: FEHER LOUIS
REGION CODE ADDRESS : 138 SOUTH MAIN ST
01 CITY : ORANGETOWN
STATE/ZIP : NY 10962
MORTGAGE AMOUNT : 138,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 137,918.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,296.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,403,950.00
P & I AMT: 12,682.16 UPB AMT: 1,391,093.47
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 45
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007740855 MORTGAGORS: LAMUNYON VIRL
LAMUNYON PATSY
REGION CODE ADDRESS : 9635 N LONG FEATHER
01 CITY : FOUNTAIN HILLS
STATE/ZIP : AZ 85268
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 394,797.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,539.64 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 72.99856
----------------------------------------------------------------------------
0 0007740863 MORTGAGORS: FARRIS THOMAS
FARRIS CAROLYN
REGION CODE ADDRESS : 9210 PHILANDER CHASE
01 CITY : BRIMFIELD
STATE/ZIP : IL 61517
MORTGAGE AMOUNT : 269,417.00 OPTION TO CONVERT :
UNPAID BALANCE : 266,095.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,478.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 79.94500
----------------------------------------------------------------------------
0 0007740889 MORTGAGORS: BENNETT GREGORY
BENNETT TARA
REGION CODE ADDRESS : 7229 MANSION RD
01 CITY : CHATHAM
STATE/ZIP : IL 62629
MORTGAGE AMOUNT : 620,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 612,106.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,572.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007740897 MORTGAGORS: VICKERS RONALD
VICKERS SUSAN
REGION CODE ADDRESS : 25050 MEGAN COURT
01 CITY : LAKE VILLA
STATE/ZIP : IL 60046
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 276,511.13 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,556.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007740905 MORTGAGORS: PAULSEN J
PAULSEN PAMELA
REGION CODE ADDRESS : 11306 PAWNEE RD
01 CITY : PEORIA
STATE/ZIP : IL 61615
MORTGAGE AMOUNT : 440,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 434,517.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,016.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 71.54471
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,009,417.00
P & I AMT: 18,163.43 UPB AMT: 1,984,029.35
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 46
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007740913 MORTGAGORS: WEARMOUTH CLARENCE
WEARMOUTH PATRICIA
REGION CODE ADDRESS : 7272 HUBER RD
01 CITY : BELVIDERE
STATE/ZIP : IL 61008
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,552.67 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,318.83 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 72.22200
----------------------------------------------------------------------------
0 0007740939 MORTGAGORS: PAULUS THOMAS
PAULUS LINDA
REGION CODE ADDRESS : 126 LAKE STREET
01 CITY : GRAYSLAKE
STATE/ZIP : IL 60030
MORTGAGE AMOUNT : 305,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 302,096.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,741.43 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 76.74886
----------------------------------------------------------------------------
0 0007740947 MORTGAGORS: CODY ROBERT
LUCCHESI-CODY LINDA
REGION CODE ADDRESS : 815 GREEN ROAD
01 CITY : ANN ARBOR
STATE/ZIP : MI 48105
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,423.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,433.51 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 63.21800
----------------------------------------------------------------------------
0 0007740996 MORTGAGORS: WARD NANCY
BYRNE DENISON
REGION CODE ADDRESS : 701 NORTH ROBIN HOOD HILL
01 CITY : SHERWOOD FOREST
STATE/ZIP : MD 21405
MORTGAGE AMOUNT : 256,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,174.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,308.20 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007741002 MORTGAGORS: MCERLANE TIMOTHY
MCERLANE THERESA
REGION CODE ADDRESS : 604 W HANNA AVE
01 CITY : LOVELAND
STATE/ZIP : OH 45140
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 261,244.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,419.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 71.62100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,361,800.00
P & I AMT: 12,221.06 UPB AMT: 1,346,492.22
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 47
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007741010 MORTGAGORS: ARNDT EDWARD
ARNDT SARAH
REGION CODE ADDRESS : 100 S DREXEL AVE
01 CITY : COLUMBUS
STATE/ZIP : OH 43209
MORTGAGE AMOUNT : 582,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 573,344.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,235.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 68.52900
----------------------------------------------------------------------------
0 0007741028 MORTGAGORS: FERRI RAYMOND
FERRI GAIL
REGION CODE ADDRESS : 306 WHISPERWOOD DR
01 CITY : CARY
STATE/ZIP : NC 27511
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 285,168.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,528.63 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007741036 MORTGAGORS: GRANTHAM PHILIP
GRANTHAM JANE
REGION CODE ADDRESS : 234 E MONTGOMERY ST
01 CITY : BALTIMORE
STATE/ZIP : MD 21230
MORTGAGE AMOUNT : 308,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 305,986.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,704.23 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007741051 MORTGAGORS: NINNEMAN ROBERT
BARATTA LISA
REGION CODE ADDRESS : 19725 DAVIDSON RD
02 CITY : BROOKFIELD
STATE/ZIP : WI 53045
MORTGAGE AMOUNT : 282,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,196.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,515.03 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 72.30700
----------------------------------------------------------------------------
0 0007741069 MORTGAGORS: DAWSON TIMOTHY
DAWSON KAVITA
REGION CODE ADDRESS : 9 DALE DR
01 CITY : ROCKVILLE
STATE/ZIP : MD 20850
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,410.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,444.82 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 76.61900
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,732,500.00
P & I AMT: 15,428.39 UPB AMT: 1,714,106.16
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 48
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007741085 MORTGAGORS: CARSO NICHOLAS
CARSO MARY
REGION CODE ADDRESS : 9784 BANTRY LN
01 CITY : EASTON
STATE/ZIP : MD 21601
MORTGAGE AMOUNT : 286,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,190.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,570.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 71.85900
----------------------------------------------------------------------------
0 0007741093 MORTGAGORS: SHAH VIJAY
SHAH PAURAVI
REGION CODE ADDRESS : 10307 MARLOU DRIVE
01 CITY : MUNSTER
STATE/ZIP : IN 46321
MORTGAGE AMOUNT : 331,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 329,627.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,958.73 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 78.42700
----------------------------------------------------------------------------
0 0007741101 MORTGAGORS: ROSENZWEIG MITCHELL
ROSENZWEIG SAMEDI
REGION CODE ADDRESS : 818 IVY POINT LN
01 CITY : KNOXVILLE
STATE/ZIP : TN 37922
MORTGAGE AMOUNT : 243,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 240,636.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,150.34 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 81.00000
----------------------------------------------------------------------------
0 0007741119 MORTGAGORS: CHOPRA SANDEEP
CHOPRA PUJA
REGION CODE ADDRESS : 50 TURNBERRY LANE
01 CITY : CHILLICOTHE
STATE/ZIP : OH 45601
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,336.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,318.83 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007741127 MORTGAGORS: BAHAJ ALI
BAHAJ GLORIA
REGION CODE ADDRESS : 12701 GEORGETOWN, N
01 CITY : DUNLAP
STATE/ZIP : IL 61525
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,987.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,592.76 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 66.66600
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,420,750.00
P & I AMT: 12,591.31 UPB AMT: 1,409,778.02
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 49
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007741143 MORTGAGORS: EDINGER JERRY
EDINGER PAMELA
REGION CODE ADDRESS : 225 OLD RACE TRACK ROAD
01 CITY : PARKESBURG
STATE/ZIP : PA 17365
MORTGAGE AMOUNT : 272,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,474.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,389.46 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 89.22900
----------------------------------------------------------------------------
0 0007741150 MORTGAGORS: GRAFFY ROBERT
GRAFFY PHYLLIS
REGION CODE ADDRESS : 199 AUDUBON BLVD
01 CITY : NAPLES
STATE/ZIP : FL 34110
MORTGAGE AMOUNT : 550,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 543,072.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,982.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 66.58500
----------------------------------------------------------------------------
0 0007741168 MORTGAGORS: MANUS JAMES
MANUS MARLAINE
REGION CODE ADDRESS : 9908 GLENEAGLE PLACE
01 CITY : POWELL
STATE/ZIP : OH 43065
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,536.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,283.15 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 74.85300
----------------------------------------------------------------------------
0 0007741176 MORTGAGORS: CHACKO JOHN
CHACKO JEANNE
REGION CODE ADDRESS : 118 RIVERSIDE DR
01 CITY : SUFFOLK
STATE/ZIP : VA 23435
MORTGAGE AMOUNT : 568,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 562,707.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,185.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 78.34400
----------------------------------------------------------------------------
0 0007741184 MORTGAGORS: MCKINNEY CLYDE
CREAMER LINDA
REGION CODE ADDRESS : 17003 BARN RIDGE DRIVE
01 CITY : SILVER SPRING
STATE/ZIP : MD 20906
MORTGAGE AMOUNT : 230,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 227,810.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,067.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 56.09700
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,876,150.00
P & I AMT: 16,907.07 UPB AMT: 1,856,601.96
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 50
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007741192 MORTGAGORS: D'AMATO RALPH
D'AMATO JOSEPHINE
REGION CODE ADDRESS : 6 PATRIOTS DRIVE
01 CITY : LEXINGTON
STATE/ZIP : MA 02420
MORTGAGE AMOUNT : 470,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 464,016.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,224.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 70.14900
----------------------------------------------------------------------------
0 0007741200 MORTGAGORS: GEORGE SUNIL
RAKLEY BARBARA
REGION CODE ADDRESS : 2225 WESLEY
01 CITY : EVANSTON
STATE/ZIP : IL 60202
MORTGAGE AMOUNT : 286,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 281,829.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,574.25 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007741218 MORTGAGORS: WILLIAMS ROBERT
WILLIAMS TERESA
REGION CODE ADDRESS : 40 BEAVER GRADE RD.
01 CITY : MCKEES ROCK
STATE/ZIP : PA 15136
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 345,448.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,097.19 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 77.77700
----------------------------------------------------------------------------
0 0007741226 MORTGAGORS: JICK DANIEL
JICK ELIZABETH
REGION CODE ADDRESS : 15 LAWRENCE ROAD
01 CITY : CHESTNUT HILL
STATE/ZIP : MA 02467
MORTGAGE AMOUNT : 511,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 504,424.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,557.38 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 46.03600
----------------------------------------------------------------------------
0 0007741234 MORTGAGORS: BYERS RAYMOND
BYERS LINDA
REGION CODE ADDRESS : 6691 MEADOW GLEN DRIVE
01 CITY : WESTERVILLE
STATE/ZIP : OH 43082
MORTGAGE AMOUNT : 246,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 244,399.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,183.96 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 79.99892
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,864,200.00
P & I AMT: 16,637.28 UPB AMT: 1,840,117.74
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 51
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007741259 MORTGAGORS: BONGIOVANNI MICHAEL
LINE SHERRI
REGION CODE ADDRESS : 6405 HUNTSMEN DRIVE
01 CITY : HARRISBURG
STATE/ZIP : PA 17111
MORTGAGE AMOUNT : 231,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 228,128.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,014.00 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007741267 MORTGAGORS: WRIGHT STEVEN
REGION CODE ADDRESS : 5151 NORTH MERIDIAN STREET
01 CITY : INDPLS
STATE/ZIP : IN 46208
MORTGAGE AMOUNT : 308,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 304,120.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,789.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 78.97400
----------------------------------------------------------------------------
0 0007741275 MORTGAGORS: MAURER DANIEL
MAURER DEANN
REGION CODE ADDRESS : 4980 DRAKE ROAD
01 CITY : CINCINNATI
STATE/ZIP : OH 45243
MORTGAGE AMOUNT : 626,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 617,771.35 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,496.24 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007741283 MORTGAGORS: GANDY TERRY
GANDY SUZANNE
REGION CODE ADDRESS : 611 SAINT ANNES ROAD
01 CITY : MARIETTA
STATE/ZIP : GA 30064
MORTGAGE AMOUNT : 265,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,044.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,368.77 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007741291 MORTGAGORS: VESOLE DAVID
VESOLE KAREN
REGION CODE ADDRESS : 7320 NORTH BEACH DRIVE
01 CITY : FOX POINT
STATE/ZIP : WI 53217
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,174.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,717.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 49.58677
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,730,800.00
P & I AMT: 15,386.46 UPB AMT: 1,710,239.29
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 52
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007741309 MORTGAGORS: JAMES JAY
JAMES JOAN
REGION CODE ADDRESS : 3658 EAST PALM STREET
01 CITY : MESA
STATE/ZIP : AZ 85215
MORTGAGE AMOUNT : 327,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 324,085.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,940.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 54.80700
----------------------------------------------------------------------------
0 0007741317 MORTGAGORS: KENNEY JAMES
KENNEY KATHLEEN
REGION CODE ADDRESS : 1250 COVENTRY WOODS DRIVE
01 CITY : CINCINNATI
STATE/ZIP : OH 45230
MORTGAGE AMOUNT : 337,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 333,826.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,052.66 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 70.20833
----------------------------------------------------------------------------
0 0007741341 MORTGAGORS: DAVISON WALTER
DAVISON RENEE
REGION CODE ADDRESS : 3026 NORTH MARIETTA AVENUE
01 CITY : MILWAUKEE
STATE/ZIP : WI 53211
MORTGAGE AMOUNT : 480,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 475,430.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,314.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007741358 MORTGAGORS: HALL RICHARD
HALL MARY
REGION CODE ADDRESS : 10814 N WYNGATE TRACE
01 CITY : MEQUON
STATE/ZIP : WI 53092
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,353.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,452.60 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 53.39800
----------------------------------------------------------------------------
0 0007741366 MORTGAGORS: SUSSENBACH CAROL
REGION CODE ADDRESS : 5966 N. NEWARK AVENUE
01 CITY : CHICAGO
STATE/ZIP : IL 60631
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 310,989.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,831.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,734,200.00
P & I AMT: 15,591.92 UPB AMT: 1,716,684.87
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 53
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007741374 MORTGAGORS: DAVIS FRANK
DAVIS CAROL
REGION CODE ADDRESS : 3219 BRYN MAWR DR
01 CITY : UNIVERSITY PARK
STATE/ZIP : TX 75225
MORTGAGE AMOUNT : 528,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 516,030.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,782.79 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 58.66666
----------------------------------------------------------------------------
0 0007741390 MORTGAGORS: BRUMIT MICHAEL
STARR KAY
REGION CODE ADDRESS : 4762 TOWNSHIP CHASE
01 CITY : MARIETTA
STATE/ZIP : GA 30066
MORTGAGE AMOUNT : 189,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 187,517.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,714.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 67.60700
----------------------------------------------------------------------------
0 0007741408 MORTGAGORS: TAO LIN
ZHANG REN-JIE
REGION CODE ADDRESS : 1265 WELLINGTON DR
01 CITY : PALATINE
STATE/ZIP : IL 60067
MORTGAGE AMOUNT : 258,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,543.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,318.98 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0007741416 MORTGAGORS: RYAN ROBERT
REGION CODE ADDRESS : 5590 GLEN ERROL RD
01 CITY : ATLANTA
STATE/ZIP : GA 30327
MORTGAGE AMOUNT : 414,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 406,309.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,841.54 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 67.93400
----------------------------------------------------------------------------
0 0007741424 MORTGAGORS: COOLEY GINGER
COOLEY JOHN
REGION CODE ADDRESS : 9771 NIWOT ROAD
01 CITY : LONGMONT
STATE/ZIP : CO 80501
MORTGAGE AMOUNT : 495,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 488,630.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,414.68 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 69.91500
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,884,700.00
P & I AMT: 17,072.73 UPB AMT: 1,854,031.21
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 54
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007744055 MORTGAGORS: PICKETT VICTOR
PICKETT MARILYN
REGION CODE ADDRESS : 2633 EAST BRIDGER BOULEVARD
01 CITY : SANDY
STATE/ZIP : UT 84093
MORTGAGE AMOUNT : 550,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 546,287.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,715.83 OUTSIDE CONV DATE :
LIFETIME RATE : 6.25000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.25000 PRODUCT CODE : 002
LTV : 68.75000
----------------------------------------------------------------------------
0 0007744063 MORTGAGORS: ESCHBACH ROLAND
ESCHBACH CAROL
REGION CODE ADDRESS : 1421 PEBBLE RIDGE DRIVE
01 CITY : ROCHESTER
STATE/ZIP : MI 48307
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 337,848.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,056.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 66.66600
----------------------------------------------------------------------------
0 0007744071 MORTGAGORS: CAMERON PALMER
CAMERON MARY
REGION CODE ADDRESS : 3263 SOUTH SHORE DRIVE
01 CITY : DELAVAN
STATE/ZIP : WI 53115
MORTGAGE AMOUNT : 258,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 257,179.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,344.29 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 48.37300
----------------------------------------------------------------------------
0 0007746639 MORTGAGORS: SFORZA DONATO
SFORZA MARIA
REGION CODE ADDRESS : 113 SKYVIEW LANE
01 CITY : NEW CANAAN
STATE/ZIP : CT 06840
MORTGAGE AMOUNT : 461,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 455,502.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,210.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 250
LTV : 75.00000
----------------------------------------------------------------------------
0 0007746647 MORTGAGORS: SAUNDERS DAVID
SAUNDERS NANCY
REGION CODE ADDRESS : 32 WYNNEWOOD LANE
01 CITY : STAMFORD
STATE/ZIP : CT 06903
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,261.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,738.59 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 250
LTV : 27.27200
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,910,050.00
P & I AMT: 17,065.32 UPB AMT: 1,893,080.77
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 55
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007746654 MORTGAGORS: FITZGERALD STEPHEN
FITZGERALD MICHELLE
REGION CODE ADDRESS : 124 PEARSE RD
01 CITY : SWANSEA
STATE/ZIP : MA 02777
MORTGAGE AMOUNT : 108,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 106,811.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 978.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 250
LTV : 62.79100
----------------------------------------------------------------------------
0 0007746662 MORTGAGORS: SHARP RANDOLPH
REGION CODE ADDRESS : 14 & 16 TENNESSE AVENUE
01 CITY : NANTUCKET
STATE/ZIP : MA 02554
MORTGAGE AMOUNT : 227,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 223,095.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,665.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/08
CURRENT INT RATE: 7.25000 PRODUCT CODE : 250
LTV : 32.42900
----------------------------------------------------------------------------
0 0007746670 MORTGAGORS: HUTTER YVONNE
REGION CODE ADDRESS : 3 SEA FOX CIRCLE
01 CITY : NANTUCKET
STATE/ZIP : MA 02554
MORTGAGE AMOUNT : 130,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 128,447.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,168.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 250
LTV : 44.82800
----------------------------------------------------------------------------
0 0007746688 MORTGAGORS: STEINBRENNER PAUL
STEINBRENNER CAROLE
REGION CODE ADDRESS : 85 OLD BEACH ROAD
01 CITY : NEWPORT
STATE/ZIP : RI 02840
MORTGAGE AMOUNT : 241,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 238,555.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,238.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 70.00000
----------------------------------------------------------------------------
0 0007746696 MORTGAGORS: GAROFOLI FRANCIS
GAROFOLI BEVERLY
REGION CODE ADDRESS : 57 OLD PRINCETON ROAD
01 CITY : STERLING
STATE/ZIP : MA 01564
MORTGAGE AMOUNT : 140,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 138,695.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,278.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 250
LTV : 64.22000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 846,500.00
P & I AMT: 8,328.54 UPB AMT: 835,604.86
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 56
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007746704 MORTGAGORS: WORONA DIANE
REGION CODE ADDRESS : 910 EDGELL ROAD UNIT 1710
01 CITY : FRAMINGHAM
STATE/ZIP : MA 01701
MORTGAGE AMOUNT : 42,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 41,604.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 380.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 250
LTV : 35.59300
----------------------------------------------------------------------------
0 0007746712 MORTGAGORS: FIORIO DOMENIC
FIORIO DOROTHY
REGION CODE ADDRESS : 56 PINEWOOD DRIVE,
01 CITY : NORTH PROVIDENCE
STATE/ZIP : RI 02904
MORTGAGE AMOUNT : 127,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 126,205.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,150.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 250
LTV : 63.50000
----------------------------------------------------------------------------
0 0007746720 MORTGAGORS: RAMSDEN MATTHEW
RAMSDEN LINDA
REGION CODE ADDRESS : 74 GRANITE STREET
01 CITY : MEDFIELD
STATE/ZIP : MA 02052
MORTGAGE AMOUNT : 80,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 79,028.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 713.49 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 250
LTV : 23.95200
----------------------------------------------------------------------------
0 0007746738 MORTGAGORS: SNEAD PATRICK
SNEAD BARBARA
REGION CODE ADDRESS : 19 FREDRICKSON ROAD
01 CITY : NORFOLK
STATE/ZIP : MA 02056
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,542.20 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,194.99 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 250
LTV : 62.50000
----------------------------------------------------------------------------
0 0007746829 MORTGAGORS: CHETELAT RORY
CHETELAT KATHLYN
REGION CODE ADDRESS : 4273-4277 SOUTH ACOMA STREET
01 CITY : ENGLEWOOD
STATE/ZIP : CO 80110
MORTGAGE AMOUNT : 150,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 149,120.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,422.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.87500 PRODUCT CODE : 250
LTV : 65.78900
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 649,000.00
P & I AMT: 5,862.02 UPB AMT: 643,501.13
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 57
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007746845 MORTGAGORS: ELLER JERRY
ELLER BONNIE
REGION CODE ADDRESS : 774 PACIFIC WAY
01 CITY : GEARHART
STATE/ZIP : OR 97138
MORTGAGE AMOUNT : 90,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 89,001.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 853.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.87500 PRODUCT CODE : 250
LTV : 34.61500
----------------------------------------------------------------------------
0 0007746852 MORTGAGORS: RAY PATSY
REGION CODE ADDRESS : 511 EAST COUNTY ROAD 129
01 CITY : MIDLAND
STATE/ZIP : TX 79706
MORTGAGE AMOUNT : 37,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 37,339.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 350.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 80.42600
----------------------------------------------------------------------------
0 0007746860 MORTGAGORS: SASS STEVEN
REGION CODE ADDRESS : 11 STABLEMERE COURT
01 CITY : BALTIMORE
STATE/ZIP : MD 21209
MORTGAGE AMOUNT : 100,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 99,016.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 878.00 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 250
LTV : 45.04500
----------------------------------------------------------------------------
0 0007746878 MORTGAGORS: MIN JAMES
MIN HELEN
REGION CODE ADDRESS : 13417 NORTHWEST 19TH PLACE
01 CITY : GAINESVILLE
STATE/ZIP : FL 32606
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,740.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,301.01 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 250
LTV : 77.81100
----------------------------------------------------------------------------
0 0007746886 MORTGAGORS: WAGENER DAVID
WAGENER ADRIENNE
REGION CODE ADDRESS : 2600 NW LEANN DR
01 CITY : BLUE SPRINGS
STATE/ZIP : MO 64014
MORTGAGE AMOUNT : 74,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 74,371.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 667.56 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 250
LTV : 65.08700
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 558,650.00
P & I AMT: 5,050.59 UPB AMT: 552,469.07
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 58
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007746894 MORTGAGORS: KUEHNOW JOHN
KUEHNOW MARY
REGION CODE ADDRESS : 230 WILDFLOWER COURT
01 CITY : VADNAIS HEIGHTS
STATE/ZIP : MN 55127
MORTGAGE AMOUNT : 100,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 99,380.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 912.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 250
LTV : 52.35600
----------------------------------------------------------------------------
0 0007746902 MORTGAGORS: REIDELBACH JOHN
REGION CODE ADDRESS : 64 JACKSON STREET
01 CITY : NEWNAN
STATE/ZIP : GA 30263
MORTGAGE AMOUNT : 79,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 78,905.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 760.70 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 8.00000 PRODUCT CODE : 250
LTV : 79.60000
----------------------------------------------------------------------------
0 0007746936 MORTGAGORS: HARTFIELD PAUL
HARTFIELD ROBYN
REGION CODE ADDRESS : 11291 HADLEY
01 CITY : OVERLAND PARK
STATE/ZIP : KS 66210
MORTGAGE AMOUNT : 159,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 158,508.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,478.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 79.75000
----------------------------------------------------------------------------
0 0007746969 MORTGAGORS: WACHTER LANCE
WACHTER GAIL
REGION CODE ADDRESS : 635 COTTONWOOD LOOP
01 CITY : BISMARCK
STATE/ZIP : ND 58504
MORTGAGE AMOUNT : 264,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,395.56 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,412.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 250
LTV : 74.97800
----------------------------------------------------------------------------
0 0007746977 MORTGAGORS: CLAVETTE NORMAND
REGION CODE ADDRESS : 325 WEBSTER STREET,
01 CITY : LEWISTON
STATE/ZIP : ME 04240
MORTGAGE AMOUNT : 112,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 111,676.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,070.33 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 8.00000 PRODUCT CODE : 250
LTV : 71.56500
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 715,400.00
P & I AMT: 6,635.18 UPB AMT: 707,866.35
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 59
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007746985 MORTGAGORS: KWON YOUNG
KWON YON
REGION CODE ADDRESS : 18179 STAGS LEAP TERRACE
01 CITY : GERMANTOWN
STATE/ZIP : MD 20874
MORTGAGE AMOUNT : 134,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 132,912.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,185.78 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 250
LTV : 76.13600
----------------------------------------------------------------------------
0 0007746993 MORTGAGORS: MORRIS JOHN
MORRIS LINDA
REGION CODE ADDRESS : 35 PINEHURST STREET
01 CITY : ABILENE, TAYLOR COUNTY
STATE/ZIP : TX 79606
MORTGAGE AMOUNT : 65,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 64,597.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 593.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 250
LTV : 38.80600
----------------------------------------------------------------------------
0 0007747009 MORTGAGORS: MICKEVICE JOHN
MICKEVICE SHELLEY
REGION CODE ADDRESS : 145 MILLBROOK LANE
01 CITY : WILMETTE
STATE/ZIP : IL 60091
MORTGAGE AMOUNT : 136,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 136,083.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,255.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 70.00000
----------------------------------------------------------------------------
0 0007747017 MORTGAGORS: ROBERTS SIDNEY
REGION CODE ADDRESS : 4609 WILLOWBEND BOULEVARD
01 CITY : HOUSTON
STATE/ZIP : TX 77035
MORTGAGE AMOUNT : 81,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 80,686.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 729.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 250
LTV : 74.97700
----------------------------------------------------------------------------
0 0007747025 MORTGAGORS: YANG MIKE
REGION CODE ADDRESS : 7907 W. 131 TERRACE
01 CITY : OVERLAND PARK
STATE/ZIP : KS 66213
MORTGAGE AMOUNT : 172,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 171,973.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,586.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 75.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 589,200.00
P & I AMT: 5,351.56 UPB AMT: 586,252.24
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 60
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007747033 MORTGAGORS: MCCOY JAMES
REGION CODE ADDRESS : 3255 WEST 73RD STREET
01 CITY : CLEVELAND
STATE/ZIP : OH 44102
MORTGAGE AMOUNT : 39,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 39,783.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 378.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.87500 PRODUCT CODE : 250
LTV : 93.88200
----------------------------------------------------------------------------
0 0007747041 MORTGAGORS: MICKEVICE JOHN
MICKEVICE SHELLY
REGION CODE ADDRESS : 43 GLENVIEW ROAD
01 CITY : GLENVIEW
STATE/ZIP : IL 60025
MORTGAGE AMOUNT : 155,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 155,274.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,432.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 69.84300
----------------------------------------------------------------------------
0 0007747058 MORTGAGORS: AQUINO MICHELE
AQUINO GAY
REGION CODE ADDRESS : 19121 AMELIA CIRCLE
01 CITY : LUTZ
STATE/ZIP : FL 33549
MORTGAGE AMOUNT : 62,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 62,460.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 573.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 250
LTV : 73.94100
----------------------------------------------------------------------------
0 0007747066 MORTGAGORS: BIRO MICHAEL
BIRO NANCY
REGION CODE ADDRESS : 6348 PALMAS BAY CIR
01 CITY : DAYTONA BEACH
STATE/ZIP : FL 32127
MORTGAGE AMOUNT : 164,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 164,191.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,503.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 250
LTV : 48.44100
----------------------------------------------------------------------------
0 0007747074 MORTGAGORS: COTUGNO CHRISTEN
REGION CODE ADDRESS : 284B COMMERCIAL STREET UNIT # 2
01 CITY : PROVINCETOWN
STATE/ZIP : MA 02657
MORTGAGE AMOUNT : 44,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 44,236.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 418.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 250
LTV : 61.80600
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 467,700.00
P & I AMT: 4,307.32 UPB AMT: 465,946.44
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 61
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007748296 MORTGAGORS: BITTENBENDER MARCIA
REGION CODE ADDRESS : 4070 CARDINAL GLEN PLACE
01 CITY : OVIEDO
STATE/ZIP : FL 32765
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,608.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,298.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 01/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.52800
----------------------------------------------------------------------------
0 0007748320 MORTGAGORS: DINAPOLI STEPHEN
DINAPOLI MARGARET
REGION CODE ADDRESS : 3510 DUBLIN ROAD
01 CITY : PARKER
STATE/ZIP : TX 75002
MORTGAGE AMOUNT : 452,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 448,343.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,037.43 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 47.90400
----------------------------------------------------------------------------
0 0007748379 MORTGAGORS: GREEN STANLEY
GREEN CONNIE
REGION CODE ADDRESS : 1831 ROCKWOOD TRAIL
01 CITY : FAYETTEVILLE
STATE/ZIP : AR 72701
MORTGAGE AMOUNT : 338,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 335,814.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,990.99 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 74.86157
----------------------------------------------------------------------------
0 0007748395 MORTGAGORS: LINDSEY MARK
LINDSEY KATHY
REGION CODE ADDRESS : 8425 SHAFFER RIDGE COURT
01 CITY : MONTGOMERY
STATE/ZIP : AL 36117
MORTGAGE AMOUNT : 317,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 314,576.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,854.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0007748445 MORTGAGORS: WALLACE MARK
CLARK-WALLACE KELLY
REGION CODE ADDRESS : 11337 CLAYTON RD
01 CITY : ST LOUIS
STATE/ZIP : MO 63131
MORTGAGE AMOUNT : 259,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,326.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,327.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/11
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 68.15789
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,617,300.00
P & I AMT: 14,509.80 UPB AMT: 1,601,669.92
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 62
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007748544 MORTGAGORS: DROHOJOWSKI FRANCISCO
DROHOJOWSKI SAUN
REGION CODE ADDRESS : 26 BARKER ROAD
01 CITY : NEW MILFORD
STATE/ZIP : CT 06776
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 397,413.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,539.64 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 52.63157
----------------------------------------------------------------------------
0 0007748551 MORTGAGORS: MACALUSO NICHOLAS
MACALUSO MARIE
REGION CODE ADDRESS : 11 WOODS AVE
01 CITY : GREENWICH
STATE/ZIP : CT 06831
MORTGAGE AMOUNT : 249,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,372.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,186.21 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 58.58800
----------------------------------------------------------------------------
0 0007748569 MORTGAGORS: VESSAL DARYOUSH
SHAYAN SHAHLA
REGION CODE ADDRESS : 1206 MIDWEST CLUB PARKWAY
01 CITY : OAK BROOK
STATE/ZIP : IL 60523
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 643,811.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,842.39 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 72.62569
----------------------------------------------------------------------------
0 0007748577 MORTGAGORS: CAREY RUTH
CAREY W
REGION CODE ADDRESS : 91 FRESH POND PARKWAY
01 CITY : CAMBRIDGE
STATE/ZIP : MA 02138
MORTGAGE AMOUNT : 318,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 315,005.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,880.55 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 74.82353
----------------------------------------------------------------------------
0 0007748585 MORTGAGORS: KNOTT ANDREW
KNOTT JAYNE
REGION CODE ADDRESS : 583 LINWOOD AVENUE
01 CITY : NORTHBRIDGE
STATE/ZIP : MA 01588
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,081.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,654.73 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 56.07476
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,917,000.00
P & I AMT: 17,103.52 UPB AMT: 1,900,684.88
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 63
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007748593 MORTGAGORS: HOPKINS DEBRA
HOPKINS WAYNE
REGION CODE ADDRESS : 17 MESSINIA DRIVE
01 CITY : ANDOVER
STATE/ZIP : MA 01810
MORTGAGE AMOUNT : 259,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 256,358.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,346.11 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 71.94444
----------------------------------------------------------------------------
0 0007748601 MORTGAGORS: MAXWELL C
REGION CODE ADDRESS : 142 ELGIN STREET
01 CITY : NEWTON
STATE/ZIP : MA 02459
MORTGAGE AMOUNT : 425,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 422,192.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,702.21 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 59.27475
----------------------------------------------------------------------------
0 0007748619 MORTGAGORS: STOKES KATHLEEN
GREAVES WILLIAM
REGION CODE ADDRESS : 8851 NORTH BAYSIDE DRIVE
01 CITY : BAYSIDE
STATE/ZIP : WI 53217
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 353,302.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,311.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 73.46938
----------------------------------------------------------------------------
0 0007748627 MORTGAGORS: PINTO PATRICK
REGION CODE ADDRESS : 3109 E GEORGIA AVENUE
01 CITY : PHOENIX
STATE/ZIP : AZ 85016
MORTGAGE AMOUNT : 312,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 308,997.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,782.59 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 78.00000
----------------------------------------------------------------------------
0 0007748643 MORTGAGORS: MANSOUR JOSEPH
MANSOUR MARY
REGION CODE ADDRESS : 135 BIRNHAM WOOD COURT
01 CITY : AUSTIN
STATE/ZIP : TX 78746
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 495,136.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,424.55 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 23.80952
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,856,000.00
P & I AMT: 16,567.19 UPB AMT: 1,835,987.14
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 64
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007748650 MORTGAGORS: BROCK LYNNE
REGION CODE ADDRESS : 4667 RIVER ROAD
01 CITY : OCONOMOWOC LAKE
STATE/ZIP : WI 53066
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 285,258.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,588.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 76.80000
----------------------------------------------------------------------------
0 0007748668 MORTGAGORS: WAITE DONNA
REGION CODE ADDRESS : 75 WILDING CHASE
01 CITY : CHAGRIN FALLS
STATE/ZIP : OH 44022
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,143.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,696.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 64.51600
----------------------------------------------------------------------------
0 0007748676 MORTGAGORS: KOSZALKA MICHAEL
KOSZALKA BARBARA
REGION CODE ADDRESS : 8040 NORTH RIDGEVIEW DRIVE
01 CITY : PARADISE VALLEY
STATE/ZIP : AZ 85253
MORTGAGE AMOUNT : 600,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 594,287.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,392.97 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 50.84745
----------------------------------------------------------------------------
0 0007748684 MORTGAGORS: BECK JAMES
BECK MARILYN
REGION CODE ADDRESS : 10824 N HADDONSTONE PLACE
01 CITY : MEQUON
STATE/ZIP : WI 53092
MORTGAGE AMOUNT : 262,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,505.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,354.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 51.88118
----------------------------------------------------------------------------
0 0007748692 MORTGAGORS: JETTER DONALD
JETTER CONNIE
REGION CODE ADDRESS : 5730 HARBOR PINES POINT
01 CITY : COLORADO SPRINGS
STATE/ZIP : CO 80919
MORTGAGE AMOUNT : 256,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,670.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,265.37 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,706,000.00
P & I AMT: 15,298.40 UPB AMT: 1,688,866.20
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 65
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0007748726 MORTGAGORS: NORTH JOHN
NORTH JANE
REGION CODE ADDRESS : 4660 SOUTH OGDEN STREET
01 CITY : ENGLEWOOD
STATE/ZIP : CO 80110
MORTGAGE AMOUNT : 370,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 365,187.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,274.17 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 60.65573
----------------------------------------------------------------------------
0 0007748734 MORTGAGORS: SCHIRMER RICHARD
SCHIRMER HELEN
REGION CODE ADDRESS : 2 COLONEL POINTE DRIVE
01 CITY : WILDER
STATE/ZIP : KY 41076
MORTGAGE AMOUNT : 289,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 286,128.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,665.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 68.16470
----------------------------------------------------------------------------
0 0007748742 MORTGAGORS: DUNCAN GEORGE
DUNCAN KIMBERLY
REGION CODE ADDRESS : 18624 HARRELLS FERRY ROAD S
01 CITY : BATON ROUGE
STATE/ZIP : LA 70816
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 336,692.86 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,008.70 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 46.57500
----------------------------------------------------------------------------
0 0007748759 MORTGAGORS: FOLETTA LOWELL
FOLETTA DORELLA
REGION CODE ADDRESS : 7131 N QUARTZ MOUNTAIN RD
01 CITY : PARADISE VALLEY
STATE/ZIP : AZ 85253
MORTGAGE AMOUNT : 395,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 391,116.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,468.08 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 56.83453
----------------------------------------------------------------------------
0 0007748767 MORTGAGORS: PREJEAN JOSEPH
REGION CODE ADDRESS : 1801 E. ACADEMY AVENUE
01 CITY : JENNINGS
STATE/ZIP : LA 70546
MORTGAGE AMOUNT : 282,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,176.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,495.45 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 56.04133
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,676,700.00
P & I AMT: 14,911.42 UPB AMT: 1,659,302.88
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 66
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0030964241 MORTGAGORS: MCKINLAY JOHN
MCKINLAY SONJA
REGION CODE ADDRESS : 50 OLD CARR ROAD
01 CITY : ANTRIM
STATE/ZIP : NH 03440
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 268,331.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,575.79 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 11/01/12
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031462757 MORTGAGORS: LOWER MARC
CLERF SHELLEY
REGION CODE ADDRESS : 22935 SOUTHEAST 43RD PLACE
01 CITY : ISSAQUAH
STATE/ZIP : WA 98029
MORTGAGE AMOUNT : 328,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 320,705.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,971.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 72.08791
----------------------------------------------------------------------------
0 0031526551 MORTGAGORS: STOVER GABRIELLE
REGION CODE ADDRESS : 401 THIRD AVENUE
01 CITY : NEWTOWN SQUARE
STATE/ZIP : PA 19073
MORTGAGE AMOUNT : 87,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 87,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 798.76 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 42.68200
----------------------------------------------------------------------------
0 0031636699 MORTGAGORS: BRUCE RICHARD
BRUCE NANCY
REGION CODE ADDRESS : 10111 DALLAM LANE,
01 CITY : HOUSTON,
STATE/ZIP : TX 77064
MORTGAGE AMOUNT : 274,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,606.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,409.22 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 94.94800
----------------------------------------------------------------------------
0 0031644941 MORTGAGORS: ASGHAR SYED
ASGHAR FATIMA
REGION CODE ADDRESS : 2 BARKWOOD LANE
01 CITY : COLTS NECK
STATE/ZIP : NJ 07722
MORTGAGE AMOUNT : 435,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 435,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,001.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,404,900.00
P & I AMT: 12,756.57 UPB AMT: 1,384,143.23
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 67
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031661002 MORTGAGORS: GLASSMAN STUART
REGION CODE ADDRESS : 25 GALLOWAY LANE,
01 CITY : BEDFORD,
STATE/ZIP : NH 03110
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,191.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,639.89 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 77.48600
----------------------------------------------------------------------------
0 0031666993 MORTGAGORS: POQUIZ RAY
POQUIZ JANE
REGION CODE ADDRESS : 8308 RAIN FOREST LANE
01 CITY : FT WORTH
STATE/ZIP : TX 76123
MORTGAGE AMOUNT : 96,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 94,434.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 849.52 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 79.34300
----------------------------------------------------------------------------
0 0031676844 MORTGAGORS: WATSON WHITNEY
REGION CODE ADDRESS : 5991 PIDCOCK CREEK ROAD
01 CITY : SOLEBURY TOWNSHIP
STATE/ZIP : PA 18938
MORTGAGE AMOUNT : 530,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 522,081.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,438.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/11
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 40.76900
----------------------------------------------------------------------------
0 0031678980 MORTGAGORS: CORTES RAUL
CORTES ELSA
REGION CODE ADDRESS : 11 VANTAGE COURT, UNIT #11
01 CITY : PORT JEFFERSON
STATE/ZIP : NY 11777
MORTGAGE AMOUNT : 175,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 173,928.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,609.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 58.52842
----------------------------------------------------------------------------
0 0031684327 MORTGAGORS: WATKINS CHARLIE
WATKINS CAROL
REGION CODE ADDRESS : 82 E NORTH CAMANO DRIVE
01 CITY : CAMANO ISLAND
STATE/ZIP : WA 98292
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,417.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,247.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 76.92307
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,347,000.00
P & I AMT: 12,784.73 UPB AMT: 1,331,053.51
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 68
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031688757 MORTGAGORS: PLYLEY DONALD
REGION CODE ADDRESS : 10766 BOULDER CANYON ROAD
01 CITY : ALTA LOMA
STATE/ZIP : CA 91737
MORTGAGE AMOUNT : 274,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,342.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,391.19 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 75.61900
----------------------------------------------------------------------------
0 0031695620 MORTGAGORS: ABDULLA ABDULLA
ABDULLA SUE
REGION CODE ADDRESS : 3415 WHEELER ROAD
01 CITY : AUGUSTA
STATE/ZIP : GA 30909
MORTGAGE AMOUNT : 592,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 576,913.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,243.09 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 04/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031703259 MORTGAGORS: REESE JOHNNY
REESE CAROL
REGION CODE ADDRESS : 3061 HIGHWAY 119
01 CITY : INDIAN SPRINGS
STATE/ZIP : AL 35124
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 347,761.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,121.49 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 26.92300
----------------------------------------------------------------------------
0 0031706690 MORTGAGORS: TEJERA PETER
REGION CODE ADDRESS : 719 BAY STREET
01 CITY : SANTA MONICA
STATE/ZIP : CA 90405
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 286,177.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,588.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031714967 MORTGAGORS: HARRISON CHARLES
HARRISON ESTHER
REGION CODE ADDRESS : 1574 ASHEFORDE DRIVE
01 CITY : MARIETTA,
STATE/ZIP : GA 30068
MORTGAGE AMOUNT : 297,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 294,985.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,759.72 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 67.65900
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,802,700.00
P & I AMT: 16,104.12 UPB AMT: 1,777,180.80
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 69
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031722721 MORTGAGORS: HABOIAN MARK
REGION CODE ADDRESS : 688 EASTBROOKE LANE
01 CITY : ROCHESTER
STATE/ZIP : NY 14618
MORTGAGE AMOUNT : 48,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 47,552.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 438.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 79.33884
----------------------------------------------------------------------------
0 0031724743 MORTGAGORS: CECICH DAVID
CECICH LORI
REGION CODE ADDRESS : 1555 MOOSE POINT ROAD
01 CITY : BOZEMAN
STATE/ZIP : MT 59715
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 496,835.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,494.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 43.47826
----------------------------------------------------------------------------
0 0031727100 MORTGAGORS: EIKENHORST RONALD
EIKENHORST MARY
REGION CODE ADDRESS : 2000 OAKWOOD TRAIL
01 CITY : COLLEGE STATION
STATE/ZIP : TX 77845
MORTGAGE AMOUNT : 263,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,523.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,382.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 70.13300
----------------------------------------------------------------------------
0 0031741374 MORTGAGORS: HEMCHER MICHAEL
REGION CODE ADDRESS : 957-961 MT PLEASANT AVENUE
01 CITY : WAYNE
STATE/ZIP : PA 19087
MORTGAGE AMOUNT : 115,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 114,652.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,066.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 65.71400
----------------------------------------------------------------------------
0 0031751605 MORTGAGORS: CHE KHANH
PHAN NGOC
REGION CODE ADDRESS : 504 NORTHWICK LANE, LOT #11
01 CITY : VILLANOVA
STATE/ZIP : PA 19085
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 498,387.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,424.55 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 51.28205
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,426,000.00
P & I AMT: 12,805.27 UPB AMT: 1,417,952.27
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 70
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031764699 MORTGAGORS: HODGES BARBARA
REGION CODE ADDRESS : 1106 CALLE CONEJO
01 CITY : SANTE FE
STATE/ZIP : NM 87501
MORTGAGE AMOUNT : 316,257.00 OPTION TO CONVERT :
UNPAID BALANCE : 313,246.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,842.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 46.85288
----------------------------------------------------------------------------
0 0031765985 MORTGAGORS: UDANI MAHENDRA
UDANI DEVIKA
REGION CODE ADDRESS : 702 VIA LA CUESTA
01 CITY : PALOS VERDES
STATE/ZIP : CA 90274
MORTGAGE AMOUNT : 959,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 956,039.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 8,754.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 250
LTV : 31.96600
----------------------------------------------------------------------------
0 0031770159 MORTGAGORS: CLIFFORD WILLIAM
REGION CODE ADDRESS : 11975 NW 9TH ST
01 CITY : CORAL SPRINGS
STATE/ZIP : FL 33071
MORTGAGE AMOUNT : 299,850.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,964.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,674.23 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.98800
----------------------------------------------------------------------------
0 0031772239 MORTGAGORS: ROSENFELD SAMUEL
ROSENFELD SASHA
REGION CODE ADDRESS : 134 MAPLE HILL ROAD
01 CITY : GLADWYNE
STATE/ZIP : PA 19035
MORTGAGE AMOUNT : 1,100,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 1,100,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 9,964.15 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 015
LTV : 47.82608
----------------------------------------------------------------------------
0 0031773492 MORTGAGORS: RENICK WILLIAM
RENICK BONNIE
REGION CODE ADDRESS : 3200 NORTH OCEAN BVLD #610
01 CITY : FORT LAUDERDALE
STATE/ZIP : FL 33308
MORTGAGE AMOUNT : 510,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 505,196.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,619.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 3,185,107.00
P & I AMT: 28,855.09 UPB AMT: 3,171,447.83
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 71
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031775224 MORTGAGORS: MEYER DONALD
MEYER RAMONA
REGION CODE ADDRESS : 1401 HAMPTON DRIVE
01 CITY : DOWNINGTOWN
STATE/ZIP : PA 19335
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 318,018.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,921.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 74.76600
----------------------------------------------------------------------------
0 0031776750 MORTGAGORS: FARRICK RICHARD
FARRICK TAMARA
REGION CODE ADDRESS : 5 ATLANTIC AVENUE
01 CITY : NEWPORT
STATE/ZIP : RI 02840
MORTGAGE AMOUNT : 368,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 365,671.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,307.69 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031777055 MORTGAGORS: VOGT JOSEPH
VOGT MARY
REGION CODE ADDRESS : 78 BAY LANE
01 CITY : CENTERVILLE
STATE/ZIP : MA 02632
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 273,278.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,491.04 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 78.57100
----------------------------------------------------------------------------
0 0031780786 MORTGAGORS: LAIRD PETER
LAIRD INTA
REGION CODE ADDRESS : 2 LEDGEWOOD DRIVE,
01 CITY : DOVER,
STATE/ZIP : MA 02030
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 645,841.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,797.06 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 73.28000
----------------------------------------------------------------------------
0 0031781107 MORTGAGORS: JEPSON EDWARD
REGION CODE ADDRESS : 2962 SUNDOWN PATH
01 CITY : STEVENSVILLE
STATE/ZIP : MI 49127
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 258,497.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,018.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/08
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 52.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,873,000.00
P & I AMT: 17,535.78 UPB AMT: 1,861,307.77
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 72
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031781255 MORTGAGORS: BERGER GARRET
BERGER BONNY
REGION CODE ADDRESS : 19 LOUISE DR
01 CITY : MILLTOWN
STATE/ZIP : NJ 08850
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,197.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,373.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 52.00000
----------------------------------------------------------------------------
0 0031782410 MORTGAGORS: KEMPSKI THEODORE
KEMPSKI CATHERINE
REGION CODE ADDRESS : 1171 APPLETON ROAD
01 CITY : ELKTON
STATE/ZIP : MD 21921
MORTGAGE AMOUNT : 132,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 129,459.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,146.00 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 250
LTV : 85.00000
----------------------------------------------------------------------------
0 0031783483 MORTGAGORS: SHEEHAN JOSEPH
SHEEHAN JAN
REGION CODE ADDRESS : 2232 PROSSER AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90064
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 308,956.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,658.01 OUTSIDE CONV DATE :
LIFETIME RATE : 6.25000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.25000 PRODUCT CODE : 002
LTV : 59.04762
----------------------------------------------------------------------------
0 0031786080 MORTGAGORS: LIN VERNON
LIN CHUNYING
REGION CODE ADDRESS : 12944 CHARLWOOD STREET
01 CITY : CERRITOS
STATE/ZIP : CA 90703
MORTGAGE AMOUNT : 333,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 332,673.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,953.39 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031788607 MORTGAGORS: SNYDER CURTIS
SNYDER NANCY
REGION CODE ADDRESS : 254 HAMILTON ROAD
01 CITY : CHAPPAQUA,
STATE/ZIP : NY 10514
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 498,405.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,459.27 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 58.13900
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,536,350.00
P & I AMT: 13,590.12 UPB AMT: 1,528,692.54
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 73
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031788946 MORTGAGORS: HARRIS ALAN
HARRIS KAREN
REGION CODE ADDRESS : 31 SCHUBACH DRIVE
01 CITY : SUGARLAND
STATE/ZIP : TX 77479
MORTGAGE AMOUNT : 340,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,613.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,038.55 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.99900
----------------------------------------------------------------------------
0 0031790595 MORTGAGORS: SCULT DAVID
TVEDT COLETTE
REGION CODE ADDRESS : 2 ASHFORD LANE
01 CITY : ANDOVER
STATE/ZIP : MA 01810
MORTGAGE AMOUNT : 347,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 347,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,118.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 57.35500
----------------------------------------------------------------------------
0 0031790900 MORTGAGORS: HOROWITZ SANDRA
WEIHMAYER ROBERT
REGION CODE ADDRESS : 80 WESTLAND ROAD
01 CITY : WESTON
STATE/ZIP : MA 02493
MORTGAGE AMOUNT : 498,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 498,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,441.44 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 55.33300
----------------------------------------------------------------------------
0 0031790934 MORTGAGORS: WOODIN EDWARD
REGION CODE ADDRESS : 34 CLEARWATER DRIVE
01 CITY : SCARBOROUGH
STATE/ZIP : ME 04074
MORTGAGE AMOUNT : 282,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 280,359.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,256.13 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/08
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 74.01574
----------------------------------------------------------------------------
0 0031791064 MORTGAGORS: PRUITT ELAINE
PRUITT LONNIE
REGION CODE ADDRESS : 1587 PINEAPPLE AVE
01 CITY : MELBOURNE
STATE/ZIP : FL 32935
MORTGAGE AMOUNT : 227,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 226,075.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,060.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 69.46564
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,695,200.00
P & I AMT: 15,915.83 UPB AMT: 1,691,048.69
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 74
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031791080 MORTGAGORS: SANCHEZ HECTOR
SANCHEZ ANGELA
REGION CODE ADDRESS : 9650 BROADVIEW TERRACE
01 CITY : BAY HARBOR ISLAND
STATE/ZIP : FL 33154
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,043.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,675.56 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 78.32898
----------------------------------------------------------------------------
0 0031791577 MORTGAGORS: ALBINSON R.
ALBINSON SHARON
REGION CODE ADDRESS : 3709 KENILWORTH DRIVEWAY
01 CITY : CHEVY CHASE
STATE/ZIP : MD 20815
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,445.75 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 50.00000
----------------------------------------------------------------------------
0 0031793607 MORTGAGORS: GRILZ RANDALL
REGION CODE ADDRESS : 3485 EAST 220TH STREET
01 CITY : HAMPTON
STATE/ZIP : MN 55031
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,671.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,633.98 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031797087 MORTGAGORS: MELVILLE JAMES
MELVILLE CHERI
REGION CODE ADDRESS : 105 MORGANSCLIFF CT.,
01 CITY : CHAPEL HILL
STATE/ZIP : NC 27514
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,080.90 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,675.56 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 48.00000
----------------------------------------------------------------------------
0 0031797806 MORTGAGORS: CANTER JEFFREY
KALLIANPUR ASHA
REGION CODE ADDRESS : 2904 OVERLOOK DRIVE
01 CITY : NASHVILLE
STATE/ZIP : TN 37212
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 266,488.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,389.26 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 61.36300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,440,000.00
P & I AMT: 12,820.11 UPB AMT: 1,431,283.66
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 75
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031800808 MORTGAGORS: LAWRENCE E.
LAWRENCE DARRYL
REGION CODE ADDRESS : 3291 BOUNTY CIRCLE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92649
MORTGAGE AMOUNT : 447,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 446,057.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,959.97 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 59.66600
----------------------------------------------------------------------------
0 0031800998 MORTGAGORS: REYNOLDS MELBA
REGION CODE ADDRESS : 1435 S BROOK ST
01 CITY : LOUISVILLE
STATE/ZIP : KY 40208
MORTGAGE AMOUNT : 76,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 75,775.46 ANNUAL RATE ADJUST:
MONTHLY P&I : 715.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0031803943 MORTGAGORS: O'BRIEN TIMOTHY
O'BRIEN CAROLYN
REGION CODE ADDRESS : 8959 JOHN DAY DRIVE
01 CITY : GOLD HILL
STATE/ZIP : OR 97525
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 347,761.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,121.49 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.54500
----------------------------------------------------------------------------
0 0031803950 MORTGAGORS: HARING BRETT
HARING JENNIFER
REGION CODE ADDRESS : 857 SOUTH CANYON MIST LANE
01 CITY : ANAHEIM
STATE/ZIP : CA 92808
MORTGAGE AMOUNT : 504,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 502,392.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,494.95 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 77.53846
----------------------------------------------------------------------------
0 0031804453 MORTGAGORS: SHINAGAWA RYO
SHINAGAWA VICTORIA
REGION CODE ADDRESS : 57 CASSIS
01 CITY : DANA POINT
STATE/ZIP : CA 92629
MORTGAGE AMOUNT : 296,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,300.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,663.23 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 59.85800
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,673,800.00
P & I AMT: 14,955.01 UPB AMT: 1,668,286.27
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 76
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031807316 MORTGAGORS: CODDON JONATHAN
REGION CODE ADDRESS : 40 ATHERTON ROAD
01 CITY : BROOKLINE
STATE/ZIP : MA 02146
MORTGAGE AMOUNT : 358,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 353,243.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,118.57 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 51.14200
----------------------------------------------------------------------------
0 0031808249 MORTGAGORS: O'NEILL JAMES
O'NEILL DEBORAH
REGION CODE ADDRESS : 9355 BOLEY PLACE
01 CITY : NOKESVILLE
STATE/ZIP : VA 20181
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,039.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,633.98 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 78.94700
----------------------------------------------------------------------------
0 0031811276 MORTGAGORS: MALDONADO FRANCISCO
MALDONADO TONI
REGION CODE ADDRESS : 200 FOX LANE
01 CITY : ALTO
STATE/ZIP : NM 88312
MORTGAGE AMOUNT : 212,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 209,272.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,890.74 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031811284 MORTGAGORS: STEWART MICHAEL
FLOYD LISA
REGION CODE ADDRESS : 5015 LONGMONT DRIVE
01 CITY : HOUSTON
STATE/ZIP : TX 77056
MORTGAGE AMOUNT : 550,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 542,922.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,905.20 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 62.50000
----------------------------------------------------------------------------
0 0031811292 MORTGAGORS: REDDY SUBBA
REDDY CHITTEMMA
REGION CODE ADDRESS : 5 TRUSDALE DRIVE
01 CITY : OLD WESTBURY
STATE/ZIP : NY 11568
MORTGAGE AMOUNT : 600,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 592,443.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,434.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 64.69002
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,020,000.00
P & I AMT: 17,983.48 UPB AMT: 1,995,921.01
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 77
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031811334 MORTGAGORS: MILLER GEORGE
MILLER MARY
REGION CODE ADDRESS : 1040 HIGHWAY 98 EAST #1507-1508
01 CITY : DESTIN
STATE/ZIP : FL 32541
MORTGAGE AMOUNT : 236,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 232,233.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,121.23 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031811342 MORTGAGORS: ZARO PHILIP
REGION CODE ADDRESS : 5 RIGENE CLOSE
01 CITY : HARRISON
STATE/ZIP : NY 10528
MORTGAGE AMOUNT : 383,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 378,124.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,442.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 25.53300
----------------------------------------------------------------------------
0 0031811730 MORTGAGORS: DEROSE DAN
DEROSE KERRY
REGION CODE ADDRESS : 29677 HEGLER COURT
01 CITY : PUEBLO
STATE/ZIP : CO 81006
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,221.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,717.50 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.59600
----------------------------------------------------------------------------
0 0031811771 MORTGAGORS: EDGREN MILTON
EDGREN JANA
REGION CODE ADDRESS : 140 SUNRISE AVENUE
01 CITY : TONKA BAY
STATE/ZIP : MN 55331
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 351,692.06 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,261.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 62.28300
----------------------------------------------------------------------------
0 0031811813 MORTGAGORS: FOGGIA RICCARDO
REGION CODE ADDRESS : 26075 SW MOUNTAIN ROAD
01 CITY : WEST LINN
STATE/ZIP : OR 97068
MORTGAGE AMOUNT : 505,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 492,954.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,539.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 60.11900
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,784,000.00
P & I AMT: 16,081.33 UPB AMT: 1,751,225.99
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 78
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031811870 MORTGAGORS: WILDE J
WILDE CAROL
REGION CODE ADDRESS : 7765 SMITH ROAD
01 CITY : VILLA RICA
STATE/ZIP : GA 30180
MORTGAGE AMOUNT : 97,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 96,861.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 883.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 250
LTV : 75.00000
----------------------------------------------------------------------------
0 0031812175 MORTGAGORS: KANE KENNETH
KANE SANDRA
REGION CODE ADDRESS : 25 OVERLOOK DRIVE
01 CITY : ACTON
STATE/ZIP : MA 01720
MORTGAGE AMOUNT : 274,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,481.98 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 67.32100
----------------------------------------------------------------------------
0 0031814148 MORTGAGORS: OLIVER GREGORY
OLIVER ELLEN
REGION CODE ADDRESS : 45 OLD CANNON ROAD
01 CITY : BERKELEY HEIGHTS
STATE/ZIP : NJ 07922
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,032.55 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,808.08 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 68.88888
----------------------------------------------------------------------------
0 0031814999 MORTGAGORS: YOUNG IVAN
YOUNG MARSHA
REGION CODE ADDRESS : 21652 TREESHADE LANE
01 CITY : LAKE FOREST
STATE/ZIP : CA 92630
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,179.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,336.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.75460
----------------------------------------------------------------------------
0 0031815616 MORTGAGORS: NIXON ROBERT
REGION CODE ADDRESS : 809 MOSS CREEK PLANTATION
01 CITY : DULUTH
STATE/ZIP : GA 30155
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 343,106.79 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,195.02 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 06/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,291,500.00
P & I AMT: 11,705.22 UPB AMT: 1,282,180.43
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 79
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031815657 MORTGAGORS: SAROSY CHARLES
SAROSY JENNIFER
REGION CODE ADDRESS : 16524 HWY. 79
01 CITY : MINDEN
STATE/ZIP : LA 71055
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,380.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,497.19 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 07/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 89.17100
----------------------------------------------------------------------------
0 0031815699 MORTGAGORS: ERLANGER JOSEPH
ERLANGER MARY
REGION CODE ADDRESS : 219 CHERRY STREET
01 CITY : KATONAH
STATE/ZIP : NY 10536
MORTGAGE AMOUNT : 336,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 331,813.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,067.22 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 73.04300
----------------------------------------------------------------------------
0 0031815715 MORTGAGORS: DIAZ LUIS
DIAZ LORRAINE
REGION CODE ADDRESS : 11 CROSS ROAD
01 CITY : ARDSLEY
STATE/ZIP : NY 10502
MORTGAGE AMOUNT : 425,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 420,997.27 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,849.79 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 68.00000
----------------------------------------------------------------------------
0 0031815756 MORTGAGORS: WIEN ROBERT
REGION CODE ADDRESS : 14 APPLE TREE HILL
01 CITY : MOUNT KISCO
STATE/ZIP : NY 10549
MORTGAGE AMOUNT : 317,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 308,071.36 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,916.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 03/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 65.36000
----------------------------------------------------------------------------
0 0031818107 MORTGAGORS: BASAGOITI LUIS
SINELLI DEBORAH
REGION CODE ADDRESS : 11 ECHO LANE
01 CITY : GREENWICH
STATE/ZIP : CT 06830
MORTGAGE AMOUNT : 523,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 521,965.95 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,742.93 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 58.83100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,881,600.00
P & I AMT: 17,073.29 UPB AMT: 1,858,228.21
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 80
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031818222 MORTGAGORS: PETTIS LLOYD
PETTIS DONNA
REGION CODE ADDRESS : 358 PAWTUXET AVENUE
01 CITY : WARWICK
STATE/ZIP : RI 02886
MORTGAGE AMOUNT : 45,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 45,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 426.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.87500 PRODUCT CODE : 250
LTV : 47.87200
----------------------------------------------------------------------------
0 0031818990 MORTGAGORS: BOURNE JONATHAN
BOURNE PENNY
REGION CODE ADDRESS : 213 TAMARACK LANE
01 CITY : MAMMOTH LAKES
STATE/ZIP : CA 93546
MORTGAGE AMOUNT : 275,350.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,471.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,455.72 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 76.06300
----------------------------------------------------------------------------
0 0031824550 MORTGAGORS: BARTLETT RONALD
REGION CODE ADDRESS : 6 PRIMROSE LANE
01 CITY : ASHLAND
STATE/ZIP : MA 01721
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,592.76 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 70.58823
----------------------------------------------------------------------------
0 0031824782 MORTGAGORS: BRISENTINE MICHAEL
BRISENTINE SIMONETTA
REGION CODE ADDRESS : 16889 HALLMARK COURT
01 CITY : CASTRO VALLEY
STATE/ZIP : CA 94552
MORTGAGE AMOUNT : 254,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,854.33 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,252.09 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 63.62500
----------------------------------------------------------------------------
0 0031826282 MORTGAGORS: DIVAC VLADE
DIVAC SNEZANA
REGION CODE ADDRESS : 1735 CAMINO DE YATASTO
01 CITY : PACIFIC PALISADES
STATE/ZIP : CA 90272
MORTGAGE AMOUNT : 750,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 747,659.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 6,793.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 015
LTV : 54.34700
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,624,850.00
P & I AMT: 14,521.11 UPB AMT: 1,619,985.53
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 81
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031826498 MORTGAGORS: KAMP RUSSELL
KAMP LAURIE
REGION CODE ADDRESS : 34 THIRD STREET
01 CITY : MIDLAND PARK
STATE/ZIP : NJ 07432
MORTGAGE AMOUNT : 344,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 342,890.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,044.09 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031832033 MORTGAGORS: NACCARATO SERGIO
REGION CODE ADDRESS : 3524 STONE CLIFF WAY
01 CITY : WOODSTOCK
STATE/ZIP : GA 30189
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 297,143.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,696.48 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031832686 MORTGAGORS: YUNGST PAUL
YUNGST KYLA
REGION CODE ADDRESS : 1644 CARIBBEAN DRIVE
01 CITY : SARASOTA
STATE/ZIP : FL 34231
MORTGAGE AMOUNT : 378,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 376,781.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,344.96 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 37.80000
----------------------------------------------------------------------------
0 0031832744 MORTGAGORS: O'REILLY TIMOTHY
O'REILLY LINDA
REGION CODE ADDRESS : 2 LAWRENCE SPRINGS DRIVE
01 CITY : CLARKSBURG
STATE/ZIP : NJ 08510
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 375,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,344.46 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 71.42800
----------------------------------------------------------------------------
0 0031832884 MORTGAGORS: ALEEMUDDIN MOHAMMED
ALEEMUDDIN PREVEEN
REGION CODE ADDRESS : 20360 LAKE ERIE DRIVE
01 CITY : WALNUT
STATE/ZIP : CA 91789
MORTGAGE AMOUNT : 153,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 153,330.38 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,414.85 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 76.90000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,550,800.00
P & I AMT: 13,844.84 UPB AMT: 1,545,146.54
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 82
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031833775 MORTGAGORS: ROBINSON TREVOR
REGION CODE ADDRESS : 15841 SW 149TH AVENUE
01 CITY : MIAMI
STATE/ZIP : FL 33187
MORTGAGE AMOUNT : 161,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 160,486.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,435.89 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0031834856 MORTGAGORS: TRAVER GEORGE
TRAVES JANET
REGION CODE ADDRESS : 5192 EAST BEDFORD DRIVE
01 CITY : SAN DIEGO
STATE/ZIP : CA 92116
MORTGAGE AMOUNT : 255,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,403.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,311.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031835556 MORTGAGORS: DESPAIN JOHN
DESPAIN KARLA
REGION CODE ADDRESS : 1800 GLENBROOK CT
01 CITY : COLUMBIA
STATE/ZIP : MO 65203
MORTGAGE AMOUNT : 302,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 302,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,826.91 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 04/01/12
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 65.65200
----------------------------------------------------------------------------
0 0031836844 MORTGAGORS: REEDY STEPHEN
REEDY ADRIENNE
REGION CODE ADDRESS : 50 DUCK POND PLACE
01 CITY : WILTON
STATE/ZIP : CT 06897
MORTGAGE AMOUNT : 508,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 508,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,429.58 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 73.69500
----------------------------------------------------------------------------
0 0031837354 MORTGAGORS: LU YICHEN
LI PING
REGION CODE ADDRESS : 15 SOUTH WOODSIDE AVENUE
01 CITY : WELLESLEY
STATE/ZIP : MA 02481
MORTGAGE AMOUNT : 304,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 304,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,732.44 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 51.35100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,530,700.00
P & I AMT: 13,736.50 UPB AMT: 1,529,390.08
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 83
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031837438 MORTGAGORS: FERGES MITCHELL
FERGES ELIZABETH
REGION CODE ADDRESS : 11 SHERWOOD COURT
01 CITY : WARREN
STATE/ZIP : NJ 07059
MORTGAGE AMOUNT : 415,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 415,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,701.20 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 45.60400
----------------------------------------------------------------------------
0 0031837610 MORTGAGORS: MAGAURAN BRENDAN
HILSINGER ELLEN
REGION CODE ADDRESS : 21 SADDLE CLUB ROAD
01 CITY : LEXINGTON
STATE/ZIP : MA 02173
MORTGAGE AMOUNT : 410,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 410,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,571.55 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 65.07900
----------------------------------------------------------------------------
0 0031838162 MORTGAGORS: SILVERSTEIN DANIEL
SILVERSTEIN SHERYL
REGION CODE ADDRESS : 812 WOODSIDE LANE
01 CITY : ENCINITAS
STATE/ZIP : CA 92024
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 318,968.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,831.71 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 64.00000
----------------------------------------------------------------------------
0 0031838501 MORTGAGORS: SMOGER ILENE
REGION CODE ADDRESS : 3659,3661,3663 AND 3665 RICKSHAW DR
01 CITY : DALLAS
STATE/ZIP : TX 75229
MORTGAGE AMOUNT : 137,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 135,975.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,305.07 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 08/01/13
CURRENT INT RATE: 7.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031838931 MORTGAGORS: BABAYAN RICHARD
NERESSIAN SONYA
REGION CODE ADDRESS : 3 YOUNG ROAD
01 CITY : WESTON
STATE/ZIP : MA 02493
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 300,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,654.73 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 41.09500
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,582,600.00
P & I AMT: 14,064.26 UPB AMT: 1,579,944.11
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 84
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031839053 MORTGAGORS: GREEK FRANK
GREEK CATHY
REGION CODE ADDRESS : 28 LINDBERGH ROAD
01 CITY : EAST AMWELL TOWNSHIP
STATE/ZIP : NJ 08551
MORTGAGE AMOUNT : 557,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 555,721.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,972.09 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 30.97222
----------------------------------------------------------------------------
0 0031839178 MORTGAGORS: BASSETT DAVID
BASSETT SHARON
REGION CODE ADDRESS : 12 HAYMEADOW ROAD
01 CITY : BOXFORD
STATE/ZIP : MA 01921
MORTGAGE AMOUNT : 380,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 380,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,362.66 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 76.00000
----------------------------------------------------------------------------
0 0031839418 MORTGAGORS: PAULSON RICHARD
PAULSON GERALDINE
REGION CODE ADDRESS : 3168 PIONEER ROAD
01 CITY : BARNUM
STATE/ZIP : MN 55707
MORTGAGE AMOUNT : 281,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,221.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,525.71 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 73.94700
----------------------------------------------------------------------------
0 0031839749 MORTGAGORS: HULSIZER PHILLIP
HULSIZER MARY
REGION CODE ADDRESS : 1167 BYRNWYCK ROAD
01 CITY : ATLANTA
STATE/ZIP : GA 30319
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,414.49 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 59.01287
----------------------------------------------------------------------------
0 0031839897 MORTGAGORS: DALRYMPLE DOUGLAS
DALRYMPLE PATRICIA
REGION CODE ADDRESS : 4 FERNHURST
01 CITY : FARMINGTON
STATE/ZIP : CT 06032
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 325,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,831.10 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 52.84500
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,818,500.00
P & I AMT: 16,106.05 UPB AMT: 1,814,943.67
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 85
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031839939 MORTGAGORS: DUCHESNEAU DAVID
DUCHESNEAU AMY
REGION CODE ADDRESS : 15 COLE DRIVE
01 CITY : MEDFIELD
STATE/ZIP : MA 02052
MORTGAGE AMOUNT : 440,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 440,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,924.16 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 59.86300
----------------------------------------------------------------------------
0 0031840770 MORTGAGORS: PETERSON KEVIN
PETERSON ALISON
REGION CODE ADDRESS : 1985 BAYARD STREET
01 CITY : ST. PAUL
STATE/ZIP : MN 55116
MORTGAGE AMOUNT : 289,005.91 OPTION TO CONVERT :
UNPAID BALANCE : 285,691.78 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,844.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 02/01/10
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 82.57310
----------------------------------------------------------------------------
0 0031843915 MORTGAGORS: BOSCH PHILIP
BOSCH MARY
REGION CODE ADDRESS : 27 SHADY HILL LANE
01 CITY : FALLBROOK
STATE/ZIP : CA 92028
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 645,886.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,842.38 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 71.03800
----------------------------------------------------------------------------
0 0031845399 MORTGAGORS: ASH LESLIE
ASH FREDRICA
REGION CODE ADDRESS : 41 DELLWOOD AVENUE
01 CITY : CHATHAM
STATE/ZIP : NJ 07928
MORTGAGE AMOUNT : 309,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 309,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,713.01 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 71.86046
----------------------------------------------------------------------------
0 0031845506 MORTGAGORS: CULLEN KARON
REGION CODE ADDRESS : 3 GROVE ISLE DRIVE UNIT C1206
01 CITY : MIAMI
STATE/ZIP : FL 33133
MORTGAGE AMOUNT : 252,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 252,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,318.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,940,005.91
P & I AMT: 17,641.90 UPB AMT: 1,932,578.39
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 86
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031845571 MORTGAGORS: RODERICK ENRICO
RODERICK SANDY
REGION CODE ADDRESS : 1767 APRILSONG COURT
01 CITY : SAN JOSE
STATE/ZIP : CA 95131
MORTGAGE AMOUNT : 249,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,300.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,154.58 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 62.32500
----------------------------------------------------------------------------
0 0031846884 MORTGAGORS: LIEBMAN RONALD
LIEBMAN JOYCE
REGION CODE ADDRESS : 1122 REMINGTON ROAD
01 CITY : WYNNEWOOD
STATE/ZIP : PA 19096
MORTGAGE AMOUNT : 358,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 358,700.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,174.18 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 64.05300
----------------------------------------------------------------------------
0 0031848336 MORTGAGORS: REDIKER DONALD
REGION CODE ADDRESS : 31161 CALLE BOLERO
01 CITY : SAN JUAN CAPISTRANO
STATE/ZIP : CA 92675
MORTGAGE AMOUNT : 312,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 312,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,696.46 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 54.26000
----------------------------------------------------------------------------
0 0031848476 MORTGAGORS: LYKOSH WALTER
REGION CODE ADDRESS : 2559 HUTTON DRIVE,
01 CITY : BEVERLY HILLS,
STATE/ZIP : CA 90210
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 420,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,629.85 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0031851371 MORTGAGORS: ZALOKAR DONALD
ZALOKAR GLORIA
REGION CODE ADDRESS : 6141 FOX COURT
01 CITY : PENDLETON
STATE/ZIP : IN 46064
MORTGAGE AMOUNT : 325,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 324,294.74 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,790.05 OUTSIDE CONV DATE :
LIFETIME RATE : 6.25000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.25000 PRODUCT CODE : 002
LTV : 77.47600
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,665,400.00
P & I AMT: 14,445.12 UPB AMT: 1,664,294.74
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 87
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031852452 MORTGAGORS: BEYDA JACK
REGION CODE ADDRESS : 19500 TURNBERRY WAY UNIT 11B
01 CITY : AVENTURA
STATE/ZIP : FL 33180
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,083.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,759.77 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 88.23500
----------------------------------------------------------------------------
0 0031853047 MORTGAGORS: FLORES HECTOR
FLORES THERESA
REGION CODE ADDRESS : 3524 EAST SHALLOW BROOK LANE
01 CITY : ORANGE
STATE/ZIP : CA 92867
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 358,826.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,160.78 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031853856 MORTGAGORS: STOLPNER YACOV
STOLPNER MAYA
REGION CODE ADDRESS : 2411 ARIZONA AVENUE
01 CITY : SANTA MONICA
STATE/ZIP : CA 90404
MORTGAGE AMOUNT : 389,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 388,470.52 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,502.73 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0031854383 MORTGAGORS: ZAGORSKI MICHAEL
ZAGORSKI KATHERINE
REGION CODE ADDRESS : 9547 MALASANA COURT
01 CITY : LAS VEGAS
STATE/ZIP : NV 89117
MORTGAGE AMOUNT : 264,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,202.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,447.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031856297 MORTGAGORS: MANDILE GARY
MANDILE CAROL
REGION CODE ADDRESS : 901 S. PACIFIC STREET #1B
01 CITY : OCEANSIDE
STATE/ZIP : CA 92054
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 254,204.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,309.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 56.04300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,568,700.00
P & I AMT: 14,180.46 UPB AMT: 1,563,788.10
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 88
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031856875 MORTGAGORS: GREGORY DAVID
GREGORY TAMMY
REGION CODE ADDRESS : 19113 SHADY CIRCLE
01 CITY : RIVERSIDE
STATE/ZIP : CA 92508
MORTGAGE AMOUNT : 180,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 179,332.81 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,597.27 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 95.00000
----------------------------------------------------------------------------
0 0031858533 MORTGAGORS: HAMMERBERG KIM
HAMMERBERG LUCY
REGION CODE ADDRESS : 2140 TELEGRAPH ROAD
01 CITY : BANNOCKBURN
STATE/ZIP : IL 60015
MORTGAGE AMOUNT : 941,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 941,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 8,392.35 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 015
LTV : 54.55000
----------------------------------------------------------------------------
0 0031858582 MORTGAGORS: COLLINS THOMAS
REGION CODE ADDRESS : 5618 GOVERNERS AVENUE
01 CITY : NW CANTON
STATE/ZIP : OH 44718
MORTGAGE AMOUNT : 249,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,203.43 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 55.33300
----------------------------------------------------------------------------
0 0031861602 MORTGAGORS: TU WEN
TU LI
REGION CODE ADDRESS : 6 CHARITY
01 CITY : IRVINE
STATE/ZIP : CA 92612
MORTGAGE AMOUNT : 347,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 345,808.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,051.03 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 40.88235
----------------------------------------------------------------------------
0 0031862576 MORTGAGORS: BELTZ RONALD
REGION CODE ADDRESS : 12125 CLEVELAND AVENUE
01 CITY : UNIONTOWN
STATE/ZIP : OH 44685
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,161.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,300.77 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,978,000.00
P & I AMT: 17,544.85 UPB AMT: 1,974,302.99
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 89
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031864481 MORTGAGORS: HOWARD BEN
HOWARD ANITA
REGION CODE ADDRESS : 9775 ROD ROAD
01 CITY : ALPHARETTA
STATE/ZIP : GA 30022
MORTGAGE AMOUNT : 310,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 310,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,786.37 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 79.48700
----------------------------------------------------------------------------
0 0031865363 MORTGAGORS: GRIPPO WILLIAM
GRIPPO CHRISTINE
REGION CODE ADDRESS : 5 MASADA STREET
01 CITY : SOMERSET
STATE/ZIP : NJ 08873
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 338,915.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,032.30 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031865934 MORTGAGORS: ERRICO MARILEE
REGION CODE ADDRESS : 9 COLCHESTER PLACE
01 CITY : NEWTOWN
STATE/ZIP : PA 18940
MORTGAGE AMOUNT : 80,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 80,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 719.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 250
LTV : 57.18300
----------------------------------------------------------------------------
0 0031866221 MORTGAGORS: FENTON JOHN
FENTON STELLA
REGION CODE ADDRESS : 3037 SHADOW HILL CIRCLE
01 CITY : THOUSAND OAKS
STATE/ZIP : CA 91360
MORTGAGE AMOUNT : 346,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 344,896.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,085.82 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.54000
----------------------------------------------------------------------------
0 0031866734 MORTGAGORS: ROSEN WILLIAM
ROSEN BERYL
REGION CODE ADDRESS : 717 WARREN AVENUE
01 CITY : MALVERN
STATE/ZIP : PA 19355
MORTGAGE AMOUNT : 640,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 640,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,531.20 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,716,000.00
P & I AMT: 15,154.75 UPB AMT: 1,713,812.09
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 90
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031867153 MORTGAGORS: THOMAS NICHOLAS
THOMAS ARLENE
REGION CODE ADDRESS : 6881 LAWN HAVEN DRIVE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92648
MORTGAGE AMOUNT : 401,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 399,678.93 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,493.15 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 77.86400
----------------------------------------------------------------------------
0 0031867864 MORTGAGORS: RAYHILL CATHERINE
REGION CODE ADDRESS : 4619 GLENCANNON STREET
01 CITY : SANTA ROSA
STATE/ZIP : CA 95405
MORTGAGE AMOUNT : 247,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 246,810.31 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,208.23 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031868128 MORTGAGORS: VAN ORDEN JAMES
VAN ORDEN ANGELA
REGION CODE ADDRESS : 700 BRIDLE WAY
01 CITY : FRANKLIN LAKES
STATE/ZIP : NJ 07417
MORTGAGE AMOUNT : 220,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 220,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,992.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 50.00000
----------------------------------------------------------------------------
0 0031868144 MORTGAGORS: THIBAUDET JEAN-YVES
GRONNIER HENRY
REGION CODE ADDRESS : 3601 GRIFFITH PARK BOULEVARD
01 CITY : LOS ANGELES
STATE/ZIP : CA 90027
MORTGAGE AMOUNT : 456,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 454,622.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,227.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0031868193 MORTGAGORS: THEDE PAUL
THEDE NANCY
REGION CODE ADDRESS : 23889 SKYLINE
01 CITY : MISSION VIEJO
STATE/ZIP : CA 92692
MORTGAGE AMOUNT : 329,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 329,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,003.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 57.71900
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,653,600.00
P & I AMT: 14,924.71 UPB AMT: 1,650,112.06
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 91
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031868359 MORTGAGORS: GAVAZA KENNETH
REGION CODE ADDRESS : 21082 ASHLEY AVENUE
01 CITY : LAKE FOREST
STATE/ZIP : CA 92630
MORTGAGE AMOUNT : 242,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 242,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,124.74 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 67.22200
----------------------------------------------------------------------------
0 0031869530 MORTGAGORS: WILDER JAMES
WILDER JETTA
REGION CODE ADDRESS : 2919 ALTON ROAD
01 CITY : FORT WORTH
STATE/ZIP : TX 76109
MORTGAGE AMOUNT : 311,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 311,200.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,732.32 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031870132 MORTGAGORS: SIFF LAWRENCE
SIFF JOAN
REGION CODE ADDRESS : 533 DUDLEY ROAD
01 CITY : NEWTON
STATE/ZIP : MA 02159
MORTGAGE AMOUNT : 514,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 509,106.58 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,619.98 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 42.13114
----------------------------------------------------------------------------
0 0031870140 MORTGAGORS: LEE SUNGIL
CHEN LEE JENNIFER
REGION CODE ADDRESS : 3273 FALERNO WAY
01 CITY : SAN JOSE
STATE/ZIP : CA 95135
MORTGAGE AMOUNT : 240,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 238,497.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,173.99 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 42.32800
----------------------------------------------------------------------------
0 0031870157 MORTGAGORS: MADDEN MARTIN
MADDEN EILEEN
REGION CODE ADDRESS : 165 VIA LERIDA
01 CITY : GREENBRAE
STATE/ZIP : CA 94904
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,060.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,654.73 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 52.63100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,607,200.00
P & I AMT: 14,305.76 UPB AMT: 1,598,864.25
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 92
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031870165 MORTGAGORS: SALEHI-RAD GHOLAM
SALEHI-RAD ZIBA
REGION CODE ADDRESS : 16330 FRANCINA DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 91436
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 337,825.03 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,032.30 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 53.12500
----------------------------------------------------------------------------
0 0031870173 MORTGAGORS: JESUDASON KENNETH
REGION CODE ADDRESS : 734 SOUTH ORANGE DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90036
MORTGAGE AMOUNT : 319,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 317,003.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,889.60 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 76.86700
----------------------------------------------------------------------------
0 0031870181 MORTGAGORS: VANAVI CHRISTIE
REGION CODE ADDRESS : 3457 OAKMONT VIEW DRIVE
01 CITY : GLENDALE
STATE/ZIP : CA 91208
MORTGAGE AMOUNT : 450,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 447,243.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,139.65 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------------------
0 0031870231 MORTGAGORS: MURPHY JOSEPH
MURPHY CATHERINE
REGION CODE ADDRESS : 2410 PACIFIC AVENUE #9
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94115
MORTGAGE AMOUNT : 487,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 485,512.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,480.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 77.92000
----------------------------------------------------------------------------
0 0031870249 MORTGAGORS: HULLINGER STEPHEN
HULLINGER REBECCA
REGION CODE ADDRESS : 9730 NORTH CANYON ROAD
01 CITY : PLEASANT GROVE
STATE/ZIP : UT 84062
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 286,197.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,608.79 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,884,000.00
P & I AMT: 17,150.37 UPB AMT: 1,873,781.61
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 93
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031870256 MORTGAGORS: SISON LUIS
SISON REMEDIOS
REGION CODE ADDRESS : 18662 MT. LASSEN DRIVE
01 CITY : CASTRO VALLEY
STATE/ZIP : CA 94552
MORTGAGE AMOUNT : 288,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 285,872.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,575.23 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031870629 MORTGAGORS: RABACA EDDIE
REGION CODE ADDRESS : 18112 JAGUAR COURT 5
01 CITY : LOS ANGELES TARZANA AREA
STATE/ZIP : CA 91356
MORTGAGE AMOUNT : 317,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 316,775.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,812.24 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 89.99100
----------------------------------------------------------------------------
0 0031870926 MORTGAGORS: LAI LANGDON
LAI PHYLISE
REGION CODE ADDRESS : 2356 BURNHAM DRIVE
01 CITY : TUSTIN
STATE/ZIP : CA 92782
MORTGAGE AMOUNT : 308,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 307,796.91 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,818.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 250
LTV : 65.00000
----------------------------------------------------------------------------
0 0031871270 MORTGAGORS: LARSEN BRIAN
REGION CODE ADDRESS : 1132 23RD AVENUE EAST
01 CITY : SEATTLE
STATE/ZIP : WA 98112
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 420,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,834.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031871973 MORTGAGORS: DURSCH HARRY
LEMKE KIRSTEN
REGION CODE ADDRESS : 5459 PLEASURE POINT LANE SOUTHEAST
01 CITY : BELLEVUE
STATE/ZIP : WA 98006
MORTGAGE AMOUNT : 406,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 393,526.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,655.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 02/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 62.09100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,742,000.00
P & I AMT: 15,695.49 UPB AMT: 1,723,971.27
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 94
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031872906 MORTGAGORS: IOVINO ROBERT
IOVINO NOREEN
REGION CODE ADDRESS : 19 WEST NECK POINT ROAD
01 CITY : SOUTHAMPTON
STATE/ZIP : NY 11968
MORTGAGE AMOUNT : 335,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 335,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,058.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.25000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.25000 PRODUCT CODE : 002
LTV : 38.95300
----------------------------------------------------------------------------
0 0031873847 MORTGAGORS: SIMOS DANIEL
SIMOS MARJORIE
REGION CODE ADDRESS : 14000 PARSIPPANY PLACE
01 CITY : NORTH POTOMAC
STATE/ZIP : MD 20878
MORTGAGE AMOUNT : 271,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 270,624.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,402.53 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 76.26400
----------------------------------------------------------------------------
0 0031875511 MORTGAGORS: MOSTOW JONATHAN
LIPMAN RACHEL
REGION CODE ADDRESS : 9787 DONINGTON PLACE
01 CITY : BEVERLY HILLS
STATE/ZIP : CA 90210
MORTGAGE AMOUNT : 644,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 641,968.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,788.45 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 73.60000
----------------------------------------------------------------------------
0 0031876121 MORTGAGORS: SO JAMES
TAM VANDY
REGION CODE ADDRESS : 2950-2952-2952A JACKSON STREET
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94115
MORTGAGE AMOUNT : 590,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 590,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,303.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 53.10500
----------------------------------------------------------------------------
0 0031877681 MORTGAGORS: BOLENBAUGH SCOTT
BOLENBAUGH MARY
REGION CODE ADDRESS : 432 DEVON STATE ROAD
01 CITY : DEVON
STATE/ZIP : PA 19333
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 360,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,235.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 73.46900
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 2,200,500.00
P & I AMT: 19,787.94 UPB AMT: 2,197,592.88
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 95
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031878143 MORTGAGORS: DAGGETT STEVEN
DAGGETT TONYA
REGION CODE ADDRESS : 20900 AVENIDA CASTILLA
01 CITY : MURRIETA
STATE/ZIP : CA 92562
MORTGAGE AMOUNT : 335,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 334,119.28 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,966.22 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 77.05700
----------------------------------------------------------------------------
0 0031878507 MORTGAGORS: BECK DOUG
BECK TRACY
REGION CODE ADDRESS : 11921 SOUTH HIDDEN CANYON LANE,
01 CITY : SANDY,
STATE/ZIP : UT 84092
MORTGAGE AMOUNT : 378,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 377,515.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,325.40 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 68.86300
----------------------------------------------------------------------------
0 0031879646 MORTGAGORS: MITCHELL EARL
MITCHELL SANDRA
REGION CODE ADDRESS : 5600 CAMINO FAMOSA
01 CITY : YORBA LINDA
STATE/ZIP : CA 92687
MORTGAGE AMOUNT : 334,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 334,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,009.28 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0031880040 MORTGAGORS: BOMENGEN HEIDI
BOMENGEN RICHARD
REGION CODE ADDRESS : 197 EIGHTH STREET, UNIT PH25
01 CITY : CHARLESTOWN
STATE/ZIP : MA 02129
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 338,938.92 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,079.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 58.62000
----------------------------------------------------------------------------
0 0031880206 MORTGAGORS: LUO ZHIJUN
ZHAN ELLEN
REGION CODE ADDRESS : 11 LYON ROAD
01 CITY : BROOKLINE
STATE/ZIP : MA 02467
MORTGAGE AMOUNT : 293,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 292,722.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,742.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,682,350.00
P & I AMT: 15,123.34 UPB AMT: 1,678,096.79
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 96
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031880313 MORTGAGORS: SHERF DAVID
REGION CODE ADDRESS : 86 JERSEY STREET, UNIT 6-35
01 CITY : BOSTON
STATE/ZIP : MA 02215
MORTGAGE AMOUNT : 56,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 55,845.22 ANNUAL RATE ADJUST:
MONTHLY P&I : 551.45 OUTSIDE CONV DATE :
LIFETIME RATE : 8.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 8.50000 PRODUCT CODE : 250
LTV : 72.72700
----------------------------------------------------------------------------
0 0031880537 MORTGAGORS: KIM DOK
KIM SOON
REGION CODE ADDRESS : 403 WALNUT STREET
01 CITY : RIDGEFIELD
STATE/ZIP : NJ 07657
MORTGAGE AMOUNT : 165,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 164,473.75 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,471.56 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 66.00000
----------------------------------------------------------------------------
0 0031880982 MORTGAGORS: SOUZA STEPHEN
SOUZA LINDA
REGION CODE ADDRESS : 606 ESPLANADE #3
01 CITY : REDONDO BEACH
STATE/ZIP : CA 90227
MORTGAGE AMOUNT : 278,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 278,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,440.82 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 79.42800
----------------------------------------------------------------------------
0 0031881527 MORTGAGORS: HAWKER THOMAS
HAWKER SHERRY
REGION CODE ADDRESS : 2954 GREENFIELD DRIVE
01 CITY : MERCED
STATE/ZIP : CA 95340
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,106.98 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,497.19 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031882079 MORTGAGORS: BUZZEO PHILIP
JOHANSSON NINA
REGION CODE ADDRESS : 15 LOWELL STREET
01 CITY : BETHPAGE
STATE/ZIP : NY 11714
MORTGAGE AMOUNT : 84,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 83,518.23 ANNUAL RATE ADJUST:
MONTHLY P&I : 808.83 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 8.12500 PRODUCT CODE : 250
LTV : 44.21000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 863,000.00
P & I AMT: 7,769.85 UPB AMT: 860,944.18
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 97
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031882111 MORTGAGORS: PATEL SUNANDA
REGION CODE ADDRESS : 4331 SANTA MARIA DRIVE
01 CITY : RENO
STATE/ZIP : NV 89502
MORTGAGE AMOUNT : 73,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 72,772.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 661.26 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 250
LTV : 54.88700
----------------------------------------------------------------------------
0 0031882913 MORTGAGORS: HEYWOOD J.
HEYWOOD MARY
REGION CODE ADDRESS : 7876 CAMINO KIOSCO
01 CITY : SAN DIEGO
STATE/ZIP : CA 92122
MORTGAGE AMOUNT : 108,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 107,673.83 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,001.17 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 72.00000
----------------------------------------------------------------------------
0 0031882939 MORTGAGORS: GRIFFITH JEANNE
REGION CODE ADDRESS : 666 MILLER AVENUE
01 CITY : SOUTH SAN FRANCISCO
STATE/ZIP : CA 94080
MORTGAGE AMOUNT : 207,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 205,983.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,912.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 79.99200
----------------------------------------------------------------------------
0 0031882947 MORTGAGORS: BOUCHER MARK
REGION CODE ADDRESS : 1821 GOLDENROD LANE
01 CITY : VISTA
STATE/ZIP : CA 92083
MORTGAGE AMOUNT : 265,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 264,190.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,437.80 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 79.81900
----------------------------------------------------------------------------
0 0031882962 MORTGAGORS: JONES NOELEEN
JONES W.
REGION CODE ADDRESS : 40 FOUNTAIN LN UNIT 10
01 CITY : WEYMOUTH
STATE/ZIP : MA 02190
MORTGAGE AMOUNT : 56,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 55,045.64 ANNUAL RATE ADJUST:
MONTHLY P&I : 527.12 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 250
LTV : 73.78100
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 709,900.00
P & I AMT: 6,539.87 UPB AMT: 705,666.37
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 98
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031883036 MORTGAGORS: CORT JOHN
CORT JULIA
REGION CODE ADDRESS : 1648 WEST SIERRA AVENUE
01 CITY : COTATI
STATE/ZIP : CA 94931
MORTGAGE AMOUNT : 262,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,481.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,492.53 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.87500 PRODUCT CODE : 250
LTV : 73.00000
----------------------------------------------------------------------------
0 0031883069 MORTGAGORS: FABIAN CARL
REGION CODE ADDRESS : 577 N.E. 96TH STREET
01 CITY : MIAMI SHORES
STATE/ZIP : FL 33138
MORTGAGE AMOUNT : 275,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 274,084.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,376.69 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 59.78200
----------------------------------------------------------------------------
0 0031883093 MORTGAGORS: MEGAHEE FRED
REGION CODE ADDRESS : 1353 BUNNELL ROAD
01 CITY : APOPKA
STATE/ZIP : FL 32703
MORTGAGE AMOUNT : 79,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 79,658.70 ANNUAL RATE ADJUST:
MONTHLY P&I : 740.68 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 79.97900
----------------------------------------------------------------------------
0 0031883135 MORTGAGORS: REMNER CRAIG
REMNER KATHLEEN
REGION CODE ADDRESS : 24741 WESTRIDGE ROAD
01 CITY : GOLDEN
STATE/ZIP : CO 80403
MORTGAGE AMOUNT : 276,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 275,138.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,500.09 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0031883150 MORTGAGORS: SCHWARTZ GERALDINE
REGION CODE ADDRESS : 556 MITCHELL STREET
01 CITY : FALLS CITY
STATE/ZIP : OR 97344
MORTGAGE AMOUNT : 75,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 74,540.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 689.94 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 65.21700
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 968,700.00
P & I AMT: 8,799.93 UPB AMT: 963,903.34
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 99
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031883192 MORTGAGORS: ROGERS JOEL
REGION CODE ADDRESS : 111 ROLLING TRAIL
01 CITY : AMARILLO
STATE/ZIP : TX 79108
MORTGAGE AMOUNT : 115,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 111,492.63 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,109.24 OUTSIDE CONV DATE :
LIFETIME RATE : 8.12500 MATURITY DATE : 04/01/13
CURRENT INT RATE: 8.12500 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0031883499 MORTGAGORS: DURST DOUGLAS
DURST CAROL
REGION CODE ADDRESS : 14608 BEAR CREEK LANE NORTHEAST
01 CITY : WOODINVILLE
STATE/ZIP : WA 98072
MORTGAGE AMOUNT : 257,550.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,848.45 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,243.54 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 71.54166
----------------------------------------------------------------------------
0 0031883549 MORTGAGORS: MUELLER ROBERT
MUELLER NANCY
REGION CODE ADDRESS : 790 ALVARADO ROAD
01 CITY : BERKELEY
STATE/ZIP : CA 94705
MORTGAGE AMOUNT : 325,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 323,952.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,875.96 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 46.42857
----------------------------------------------------------------------------
0 0031883564 MORTGAGORS: ALHADEFF LARRY
ALHADEFF SUSAN
REGION CODE ADDRESS : 105 GREVILLIA DRIVE
01 CITY : PETALUMA
STATE/ZIP : CA 94952
MORTGAGE AMOUNT : 254,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 253,163.21 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,212.62 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 66.84200
----------------------------------------------------------------------------
0 0031884240 MORTGAGORS: RIEWE STEPHEN
REGION CODE ADDRESS : 772 NORTH BOWL LANE UNIT #B
01 CITY : STATELINE
STATE/ZIP : NV 89449
MORTGAGE AMOUNT : 65,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 64,805.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 607.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 250
LTV : 50.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,016,750.00
P & I AMT: 9,048.54 UPB AMT: 1,009,262.30
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 100
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031884265 MORTGAGORS: LOACH DAVID
REGION CODE ADDRESS : 1122 EAST KALER DRIVE
01 CITY : PHOENIX
STATE/ZIP : AZ 85020
MORTGAGE AMOUNT : 69,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 69,380.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 625.58 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0031884273 MORTGAGORS: STOFFER R.
STOFFER KATE
REGION CODE ADDRESS : 301 SOUTH CEDAR
01 CITY : TOWNSEND
STATE/ZIP : MT 59644
MORTGAGE AMOUNT : 96,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 96,510.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 904.24 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0031884281 MORTGAGORS: TAKEDA MASAKO
TAKEDA HARUO
REGION CODE ADDRESS : 2450 SILVER LAKE BOULEVARD
01 CITY : LOS ANGELES
STATE/ZIP : CA 90039
MORTGAGE AMOUNT : 193,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 192,909.17 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,780.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 66.72400
----------------------------------------------------------------------------
0 0031884299 MORTGAGORS: MODESTO ANTHONY
MODESTO JANET
REGION CODE ADDRESS : 4 SPRUCE HILL ROAD
01 CITY : BURLINGTON
STATE/ZIP : MA 01803
MORTGAGE AMOUNT : 150,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 149,551.94 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,401.19 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 250
LTV : 55.76200
----------------------------------------------------------------------------
0 0031884307 MORTGAGORS: DIAZ DANIEL
DIAZ ONEYDA
REGION CODE ADDRESS : 3 MOCCASIN TRAIL
01 CITY : TRABUCO CANYON
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 194,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 192,459.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,786.95 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 70.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 704,150.00
P & I AMT: 6,498.01 UPB AMT: 700,812.05
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 101
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031884323 MORTGAGORS: MARITATO ADRIEN
MARITATO GILDA
REGION CODE ADDRESS : 14627 GRAYSTONE AVENUE
01 CITY : NORWALK
STATE/ZIP : CA 90650
MORTGAGE AMOUNT : 122,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 121,627.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,122.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 73.49300
----------------------------------------------------------------------------
0 0031884349 MORTGAGORS: CLARK RONALD
REGION CODE ADDRESS : 777 EAST DUSTY ROCK CIRCLE
01 CITY : SANDY
STATE/ZIP : UT 84094
MORTGAGE AMOUNT : 80,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 79,744.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 713.48 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 65.04000
----------------------------------------------------------------------------
0 0031884372 MORTGAGORS: THOMPSON GRANT
THOMPSON BARBARA
REGION CODE ADDRESS : 31 SOUTH 700 WEST
01 CITY : BLACKFOOT
STATE/ZIP : ID 83221
MORTGAGE AMOUNT : 81,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 80,960.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 764.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 250
LTV : 70.00000
----------------------------------------------------------------------------
0 0031884380 MORTGAGORS: PARK DONG
PARK HYUN
REGION CODE ADDRESS : 22207 NORTHEAST 9TH DRIVE
01 CITY : REDMOND
STATE/ZIP : WA 98053
MORTGAGE AMOUNT : 140,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 139,703.01 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,249.93 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 51.90700
----------------------------------------------------------------------------
0 0031884398 MORTGAGORS: AGNELLO CAROL
REGION CODE ADDRESS : 15216 NORTHEAST 8TH STREET, UNIT #H
01 CITY : BELLEVUE
STATE/ZIP : WA 98007
MORTGAGE AMOUNT : 74,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 74,359.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 660.14 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 54.45200
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 497,950.00
P & I AMT: 4,510.18 UPB AMT: 496,394.93
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 102
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031884414 MORTGAGORS: SINGH MANJINDER
KAUR AMRIT
REGION CODE ADDRESS : 4663 CANYON RIDGE LANE
01 CITY : RENO
STATE/ZIP : NV 89503
MORTGAGE AMOUNT : 131,200.00 OPTION TO CONVERT :
UNPAID BALANCE : 130,777.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,161.00 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0031884422 MORTGAGORS: DEWHURST DONALD
DEWHURST LAEL
REGION CODE ADDRESS : 3425 SEACREST DRIVE
01 CITY : CARLSBAD
STATE/ZIP : CA 92008
MORTGAGE AMOUNT : 472,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 471,025.42 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,280.05 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 250
LTV : 75.00000
----------------------------------------------------------------------------
0 0031884448 MORTGAGORS: KIM RIN
KIM KYUNG
REGION CODE ADDRESS : 5023 PRIMROSE DRIVE
01 CITY : FAIR OAKS
STATE/ZIP : CA 95628
MORTGAGE AMOUNT : 166,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 165,968.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,484.94 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 250
LTV : 79.28500
----------------------------------------------------------------------------
0 0031884463 MORTGAGORS: LEW DONALD
LEW ALLISON
REGION CODE ADDRESS : 297 SAN MORENO PLACE
01 CITY : FREMONT
STATE/ZIP : CA 94539
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,120.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,370.58 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 52.94100
----------------------------------------------------------------------------
0 0031884471 MORTGAGORS: LUCAS WILLIAM
REGION CODE ADDRESS : 734 NORTH AVENUE 66
01 CITY : LOS ANGELES
STATE/ZIP : CA 90042
MORTGAGE AMOUNT : 141,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 140,550.30 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,257.51 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 250
LTV : 78.33300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,181,200.00
P & I AMT: 10,554.08 UPB AMT: 1,177,441.74
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 103
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031884570 MORTGAGORS: IDE CLAY
SHAW DAVID
REGION CODE ADDRESS : 52 & 56 MIRABEL AVENUE
01 CITY : SAN FRANCISCO
STATE/ZIP : CA 94110
MORTGAGE AMOUNT : 251,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,181.97 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,203.76 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 66.05200
----------------------------------------------------------------------------
0 0031884588 MORTGAGORS: PURI RAJIVE
PURI ISABEL
REGION CODE ADDRESS : 4998 RIDING RIDGE ROAD
01 CITY : SAN DIEGO
STATE/ZIP : CA 92130
MORTGAGE AMOUNT : 266,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,169.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,409.51 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 47.07900
----------------------------------------------------------------------------
0 0031885197 MORTGAGORS: SERRATO RODERICK
SERRATO DAGMAR
REGION CODE ADDRESS : 146 GRISSOM COURT
01 CITY : HERCULES
STATE/ZIP : CA 94547
MORTGAGE AMOUNT : 272,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 271,123.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,406.95 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031885205 MORTGAGORS: PARK JOSEPH
PARK JULIA
REGION CODE ADDRESS : 6755 EL RODEO ROAD
01 CITY : RANCHO PALOS VERDES
STATE/ZIP : CA 90275
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 338,915.61 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,032.31 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 56.66666
----------------------------------------------------------------------------
0 0031885221 MORTGAGORS: CHESNUTT STANLEY
FRANKLIN ABIGAIL
REGION CODE ADDRESS : 2420 WOOLSEY STREET
01 CITY : BERKELEY
STATE/ZIP : CA 94705
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,037.87 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,282.79 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 50.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,389,000.00
P & I AMT: 12,335.32 UPB AMT: 1,384,428.37
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 104
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031885239 MORTGAGORS: LU HUONG
REGION CODE ADDRESS : 9526 DE ADALENA STREET
01 CITY : ROSEMEAD
STATE/ZIP : CA 91770
MORTGAGE AMOUNT : 122,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 122,416.77 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,112.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 69.97100
----------------------------------------------------------------------------
0 0031885262 MORTGAGORS: HARARI ADI
HARARI RIVKA
REGION CODE ADDRESS : 2319 DUXBURY CIRCLE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90034
MORTGAGE AMOUNT : 520,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 518,249.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,458.60 OUTSIDE CONV DATE :
LIFETIME RATE : 6.25000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.25000 PRODUCT CODE : 002
LTV : 73.44600
----------------------------------------------------------------------------
0 0031885296 MORTGAGORS: HAN HONG
HAN TAE
REGION CODE ADDRESS : 19130 ALPHINGTON AVENUE
01 CITY : CERRITOS
STATE/ZIP : CA 90703
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 328,912.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,874.66 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 68.04100
----------------------------------------------------------------------------
0 0031885304 MORTGAGORS: DIAMANT JOEL
DIAMANT CAROLINE
REGION CODE ADDRESS : 933 AVOCADO PLACE
01 CITY : DEL MAR
STATE/ZIP : CA 92014
MORTGAGE AMOUNT : 446,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 439,563.72 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,008.78 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 46.94736
----------------------------------------------------------------------------
0 0031885320 MORTGAGORS: LASHBROOK RICHARD
WATTERS PATRICIA
REGION CODE ADDRESS : 19621 SADDLECREST DRIVE
01 CITY : WALNUT
STATE/ZIP : CA 91789
MORTGAGE AMOUNT : 264,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 263,139.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,317.91 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,682,800.00
P & I AMT: 14,772.31 UPB AMT: 1,672,282.65
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 105
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031886336 MORTGAGORS: NUKK ALAN
NUKK MARY
REGION CODE ADDRESS : 14 TARAMAR LANE
01 CITY : WASHINGTONVILLE
STATE/ZIP : NY 10992
MORTGAGE AMOUNT : 250,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 249,149.49 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,212.27 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 51.02000
----------------------------------------------------------------------------
0 0031886377 MORTGAGORS: HEINTZ MARY
REGION CODE ADDRESS : 935 NORTH BOUNDARY ROAD
01 CITY : ENGLEWOOD
STATE/ZIP : FL 34223
MORTGAGE AMOUNT : 112,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 111,291.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,046.23 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 250
LTV : 75.67500
----------------------------------------------------------------------------
0 0031886401 MORTGAGORS: GRANT REGINA
REGION CODE ADDRESS : 27953 MATHESON AVENUE
01 CITY : BONITA SPRINGS
STATE/ZIP : FL 34135
MORTGAGE AMOUNT : 48,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 48,362.07 ANNUAL RATE ADJUST:
MONTHLY P&I : 457.47 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 250
LTV : 58.61445
----------------------------------------------------------------------------
0 0031886419 MORTGAGORS: WESBERRY MARIA
REGION CODE ADDRESS : 15054 WELLS FARGO STREET
01 CITY : HESPERIA
STATE/ZIP : CA 92345
MORTGAGE AMOUNT : 63,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 62,813.88 ANNUAL RATE ADJUST:
MONTHLY P&I : 593.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 250
LTV : 70.00000
----------------------------------------------------------------------------
0 0031886443 MORTGAGORS: BURNAUGH WILLIAM
BURNAUGH JEANA
REGION CODE ADDRESS : 608 NORTH NEVADA STREET
01 CITY : CARSON CITY
STATE/ZIP : NV 89701
MORTGAGE AMOUNT : 46,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 46,227.37 ANNUAL RATE ADJUST:
MONTHLY P&I : 441.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.87500 PRODUCT CODE : 250
LTV : 51.66600
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 520,150.00
P & I AMT: 4,750.00 UPB AMT: 517,844.29
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 106
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031886450 MORTGAGORS: MCNALLY MARION
REGION CODE ADDRESS : 52-54 HAMMOND STREET
01 CITY : PORT JERVIS
STATE/ZIP : NY 12771
MORTGAGE AMOUNT : 36,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 35,791.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 344.04 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 8.00000 PRODUCT CODE : 002
LTV : 90.00000
----------------------------------------------------------------------------
0 0031886591 MORTGAGORS: ZANDSOLTANI BABAK
ZANDSOLTANI KIMBERLY
REGION CODE ADDRESS : 20141 FERNGLEN DRIVE
01 CITY : YORBA LINDA
STATE/ZIP : CA 92686
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,053.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,696.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 94.48800
----------------------------------------------------------------------------
0 0031886724 MORTGAGORS: KORBEL JACK
KORBEL LINDA
REGION CODE ADDRESS : 450 FAIRWAY DRIVE #943
01 CITY : MAMMOTH LAKES
STATE/ZIP : CA 93546
MORTGAGE AMOUNT : 244,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 243,213.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,159.18 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 85.91500
----------------------------------------------------------------------------
0 0031886740 MORTGAGORS: EBERT WILLIAM
EBERT LEIGH
REGION CODE ADDRESS : 13806 MAYLONG COURT
01 CITY : PINE
STATE/ZIP : CO 80470
MORTGAGE AMOUNT : 415,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 413,690.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,730.14 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 77.57000
----------------------------------------------------------------------------
0 0031886757 MORTGAGORS: FARBER BRUCE
FARBER ZELLIE
REGION CODE ADDRESS : 134 RASSANI DR
01 CITY : DANVILLE
STATE/ZIP : CA 94506
MORTGAGE AMOUNT : 270,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,110.51 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,351.99 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 50.94339
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,265,000.00
P & I AMT: 11,281.84 UPB AMT: 1,260,859.27
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 107
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031886773 MORTGAGORS: KERNAN SCOTT
KERNAN NANCY
REGION CODE ADDRESS : 16911 SAYBROOK LANE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92649
MORTGAGE AMOUNT : 343,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 341,906.04 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,059.07 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 74.56521
----------------------------------------------------------------------------
0 0031886799 MORTGAGORS: KRISHNAMOORTI SINGA
KRISHNAMOORTI DURGA
REGION CODE ADDRESS : 45415 ANTELOPE DRIVE
01 CITY : FREMONT
STATE/ZIP : CA 94539
MORTGAGE AMOUNT : 370,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 368,832.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,325.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 57.81250
----------------------------------------------------------------------------
0 0031886849 MORTGAGORS: POURNAGHSHBAND MOHAMMAD
NADERI HAMIDEH
REGION CODE ADDRESS : 6794 LEYLAND PARK DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95120
MORTGAGE AMOUNT : 600,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 598,065.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,309.46 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 250
LTV : 79.89300
----------------------------------------------------------------------------
0 0031886880 MORTGAGORS: BURTON JOHN
BURTON JOANNE
REGION CODE ADDRESS : 529 SANTA MARGUERITA DRIVE,
01 CITY : APTOS,
STATE/ZIP : CA 95003
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,134.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,247.06 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 250
LTV : 50.98000
----------------------------------------------------------------------------
0 0031886898 MORTGAGORS: WONG LIK
CHAN YUEN
REGION CODE ADDRESS : 32739 FOLKLORE LOOP
01 CITY : UNION CITY
STATE/ZIP : CA 94587
MORTGAGE AMOUNT : 281,950.00 OPTION TO CONVERT :
UNPAID BALANCE : 281,021.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,456.09 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 79.98490
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,854,950.00
P & I AMT: 16,397.35 UPB AMT: 1,848,959.03
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 108
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031887813 MORTGAGORS: FREEMAN DAVID
FREEMAN JANE
REGION CODE ADDRESS : 830 TOPAZ DRIVE
01 CITY : WEST CHESTER
STATE/ZIP : PA 19382
MORTGAGE AMOUNT : 291,150.00 OPTION TO CONVERT :
UNPAID BALANCE : 290,201.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,556.28 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 79.99175
----------------------------------------------------------------------------
0 0031887979 MORTGAGORS: RUTA NINO
CORT JOHN
REGION CODE ADDRESS : 3130 FABIAN WAY
01 CITY : TAHOE CITY
STATE/ZIP : CA 95730
MORTGAGE AMOUNT : 136,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 135,295.59 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,294.63 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 09/01/13
CURRENT INT RATE: 7.87500 PRODUCT CODE : 250
LTV : 70.00000
----------------------------------------------------------------------------
0 0031887995 MORTGAGORS: HANSEN BITTEN
REGION CODE ADDRESS : 3121 CONSUELO ROAD
01 CITY : CONCORD
STATE/ZIP : CA 94519
MORTGAGE AMOUNT : 125,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 124,638.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,194.57 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 8.00000 PRODUCT CODE : 250
LTV : 59.80800
----------------------------------------------------------------------------
0 0031888019 MORTGAGORS: FENDER ROBERT
FENDER BEVERLY
REGION CODE ADDRESS : 1125 WOODMINSTER DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95121
MORTGAGE AMOUNT : 71,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 70,785.57 ANNUAL RATE ADJUST:
MONTHLY P&I : 658.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.50000 PRODUCT CODE : 250
LTV : 27.62600
----------------------------------------------------------------------------
0 0031888027 MORTGAGORS: MATHERS H.
MATHERS PATRICIA
REGION CODE ADDRESS : 2624 EAST EMILE ZOLA AVENUE
01 CITY : PHOENIX
STATE/ZIP : AZ 85032
MORTGAGE AMOUNT : 100,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 99,701.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 934.13 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 723,650.00
P & I AMT: 6,637.79 UPB AMT: 720,622.32
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 109
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031888068 MORTGAGORS: JACKSON WILLIAM
JACKSON DIANE
REGION CODE ADDRESS : 232 BOYD AVENUE
01 CITY : WINCHESTER
STATE/ZIP : VA 22601
MORTGAGE AMOUNT : 56,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 55,843.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 547.36 OUTSIDE CONV DATE :
LIFETIME RATE : 8.37500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 8.37500 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0031888076 MORTGAGORS: MORRIS TOMMY
WOOD L
REGION CODE ADDRESS : 273 WILLOW LANE UNIT 6A
01 CITY : MCDONOUGH
STATE/ZIP : GA 30253
MORTGAGE AMOUNT : 41,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 41,137.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 396.60 OUTSIDE CONV DATE :
LIFETIME RATE : 8.00000 MATURITY DATE : 09/01/13
CURRENT INT RATE: 8.00000 PRODUCT CODE : 250
LTV : 76.14600
----------------------------------------------------------------------------
0 0031888084 MORTGAGORS: UNDERWOOD MICHAEL
REGION CODE ADDRESS : 21628 NORTH 56TH DRIVE
01 CITY : GLENDALE
STATE/ZIP : AZ 85308
MORTGAGE AMOUNT : 248,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 247,275.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,352.16 OUTSIDE CONV DATE :
LIFETIME RATE : 7.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.87500 PRODUCT CODE : 250
LTV : 79.61400
----------------------------------------------------------------------------
0 0031888092 MORTGAGORS: HARTMAN FRANK
HARTMAN LINDA
REGION CODE ADDRESS : 3061 SUNRISE CIRCLE
01 CITY : MARINA
STATE/ZIP : CA 93933
MORTGAGE AMOUNT : 144,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 143,545.69 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,294.31 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 250
LTV : 80.00000
----------------------------------------------------------------------------
0 0031888100 MORTGAGORS: RESMINI EROS
RESMINI MANINA
REGION CODE ADDRESS : 823 BRUCE DRIVE
01 CITY : PALO ALTO
STATE/ZIP : CA 94303
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 259,231.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,447.32 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 250
LTV : 47.27200
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 749,500.00
P & I AMT: 7,037.75 UPB AMT: 747,034.15
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 110
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031888134 MORTGAGORS: ROBINSON GLORIA
REGION CODE ADDRESS : 45110 SMITH LANE
01 CITY : CALLAWAY
STATE/ZIP : MD 20692
MORTGAGE AMOUNT : 20,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 19,940.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 186.83 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 250
LTV : 20.72530
----------------------------------------------------------------------------
0 0031888233 MORTGAGORS: CLAUDIUS DETLEF
CLAUDIUS SHEREE
REGION CODE ADDRESS : 19417 DERBYSHIRE LANE
01 CITY : CERRITOS
STATE/ZIP : CA 90703
MORTGAGE AMOUNT : 180,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 179,450.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,655.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 45.00000
----------------------------------------------------------------------------
0 0031888381 MORTGAGORS: SANDERS R.
SANDERS LURAYNNE
REGION CODE ADDRESS : 4830 HART DRIVE
01 CITY : SAN DIEGO
STATE/ZIP : CA 92116
MORTGAGE AMOUNT : 316,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 315,512.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,866.96 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 250
LTV : 59.71600
----------------------------------------------------------------------------
0 0031888399 MORTGAGORS: MILLER WILLIAM
MILLER LESLEY
REGION CODE ADDRESS : 873 MILLER LANE
01 CITY : DANVILLE
STATE/ZIP : IN 46122
MORTGAGE AMOUNT : 132,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 131,583.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,186.46 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 250
LTV : 66.00000
----------------------------------------------------------------------------
0 0031889835 MORTGAGORS: MARTY DEAN
MARTY SALLY
REGION CODE ADDRESS : 7308 WEST MAJESTIC WAY
01 CITY : MAGNA
STATE/ZIP : UT 84044
MORTGAGE AMOUNT : 100,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 99,694.66 ANNUAL RATE ADJUST:
MONTHLY P&I : 919.92 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 250
LTV : 79.36500
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 748,500.00
P & I AMT: 6,816.03 UPB AMT: 746,181.10
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 111
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031889892 MORTGAGORS: VALDIVIA CONSUELO
REGION CODE ADDRESS : 4 MOUNTAIN LAUREL
01 CITY : DOVE CANYON
STATE/ZIP : CA 92679
MORTGAGE AMOUNT : 365,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 363,797.53 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,179.55 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 64.03500
----------------------------------------------------------------------------
0 0031891567 MORTGAGORS: HIRTH DAVID
HIRTH GERI
REGION CODE ADDRESS : 4001 COLDSTREAM TERRACE
01 CITY : TARZANA
STATE/ZIP : CA 91356
MORTGAGE AMOUNT : 420,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 418,555.80 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,544.20 OUTSIDE CONV DATE :
LIFETIME RATE : 6.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.00000 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0031891609 MORTGAGORS: KING RON
KING DOROTHY
REGION CODE ADDRESS : 1510 RAMILLO AVENUE
01 CITY : LONG BEACH
STATE/ZIP : CA 90808
MORTGAGE AMOUNT : 270,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 269,817.76 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,376.73 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 50.59800
----------------------------------------------------------------------------
0 0031891633 MORTGAGORS: MONTZ GREGORY
MONTZ MARY
REGION CODE ADDRESS : 6321 FARINELLA DRIVE
01 CITY : HUNTINGTON BEACH
STATE/ZIP : CA 92647
MORTGAGE AMOUNT : 249,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,188.48 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,186.21 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 77.81200
----------------------------------------------------------------------------
0 0031891641 MORTGAGORS: ABTS THOMAS
ABTS JEANNIE
REGION CODE ADDRESS : 3414 JENNINGS STREET
01 CITY : SAN DIEGO
STATE/ZIP : CA 92106
MORTGAGE AMOUNT : 517,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 515,333.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,574.99 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 74.92700
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,821,700.00
P & I AMT: 15,861.68 UPB AMT: 1,815,692.71
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 112
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031891666 MORTGAGORS: GALE TERRY
REGION CODE ADDRESS : 8100 COLEGIO DRIVE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90045
MORTGAGE AMOUNT : 273,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,110.26 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,396.93 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 70.00000
----------------------------------------------------------------------------
0 0031891674 MORTGAGORS: BADYMOGHADDAM YAGHOUB
BADYMOGHADDAM HAYDEH
REGION CODE ADDRESS : 3889 CODY ROAD
01 CITY : SHERMAN OAKS
STATE/ZIP : CA 91403
MORTGAGE AMOUNT : 315,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 313,995.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,809.35 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 60.00000
----------------------------------------------------------------------------
0 0031891682 MORTGAGORS: RAMOS FRANK
RAMOS DOLORES
REGION CODE ADDRESS : 520 WHITING WOODS ROAD
01 CITY : GLENDALE
STATE/ZIP : CA 91208
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,087.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,458.39 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 57.73100
----------------------------------------------------------------------------
0 0031891690 MORTGAGORS: THOMPSON CARL
REGION CODE ADDRESS : 902 HOLIDAY DRIVE
01 CITY : NORTH AUGUSTA
STATE/ZIP : SC 29841
MORTGAGE AMOUNT : 59,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 59,395.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 562.41 OUTSIDE CONV DATE :
LIFETIME RATE : 7.75000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.75000 PRODUCT CODE : 250
LTV : 63.56300
----------------------------------------------------------------------------
0 0031891740 MORTGAGORS: STRICKLAND TONY
STRICKLAND BARBARA
REGION CODE ADDRESS : 8261 REES ST.
01 CITY : PLAYA DEL REY
STATE/ZIP : CA 90293
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 369,799.12 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,396.87 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 71.42800
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,302,750.00
P & I AMT: 11,623.95 UPB AMT: 1,294,387.98
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 113
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031891757 MORTGAGORS: VIKLUND KEVIN
VIKLUND PATRICIA
REGION CODE ADDRESS : 13734 SO VESTRY ROAD
01 CITY : DRAPER
STATE/ZIP : UT 84020
MORTGAGE AMOUNT : 284,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 283,473.11 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,497.02 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
0 0031892276 MORTGAGORS: HARADA KEITH
HARADA PHYLLIS SETSUKO
REGION CODE ADDRESS : 3333 PAALEA STREET
01 CITY : HONOLULU
STATE/ZIP : HI 96816
MORTGAGE AMOUNT : 255,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,134.65 OUTSIDE CONV DATE :
LIFETIME RATE : 5.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 5.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031893530 MORTGAGORS: BARRY CHARLES
BARRY PATRICIA
REGION CODE ADDRESS : 4065 BRIXHAM WAY
01 CITY : ALPHARETTA
STATE/ZIP : GA 30022
MORTGAGE AMOUNT : 344,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 342,926.44 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,116.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 67.45000
----------------------------------------------------------------------------
0 0031893746 MORTGAGORS: CABRASER ELIZABETH
LONGTIN MARGUERITE
REGION CODE ADDRESS : 7463 FOOTHILL RANCH ROAD
01 CITY : SANTA ROSA
STATE/ZIP : CA 95404
MORTGAGE AMOUNT : 300,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 298,101.50 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,696.49 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 25.53100
----------------------------------------------------------------------------
0 0031893761 MORTGAGORS: TRAN VAN
CHEW CHOO
REGION CODE ADDRESS : 32763 FOLKLORE LOOP
01 CITY : UNION CITY
STATE/ZIP : CA 94587
MORTGAGE AMOUNT : 289,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,726.19 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,583.26 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 79.98300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,473,050.00
P & I AMT: 13,027.48 UPB AMT: 1,468,227.24
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 114
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031894496 MORTGAGORS: THAKRAL SURENDRA
THAKRAL MEENAKSHI
REGION CODE ADDRESS : 1774 ORANGEWOOD LANE
01 CITY : ARCADIA
STATE/ZIP : CA 91006
MORTGAGE AMOUNT : 280,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,097.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,477.75 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 75.67500
----------------------------------------------------------------------------
0 0031894793 MORTGAGORS: LEE HI
LEE JOHN
REGION CODE ADDRESS : 19132 HASTING STREET
01 CITY : ROWLAND HEIGHTS AREA
STATE/ZIP : CA 91748
MORTGAGE AMOUNT : 321,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 320,723.82 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,869.54 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0031896376 MORTGAGORS: LI DONGFANG
WU JIANGLI
REGION CODE ADDRESS : 8512 143RD COURT NORTHEAST,
01 CITY : REDMOND,
STATE/ZIP : WA 98052
MORTGAGE AMOUNT : 307,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 306,476.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,657.57 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 78.84615
----------------------------------------------------------------------------
0 0031897101 MORTGAGORS: MCHUGH JOHN
MCHUGH CYNTHIA
REGION CODE ADDRESS : 4 HARVEST LANE
01 CITY : COLCHESTER
STATE/ZIP : CT 06415
MORTGAGE AMOUNT : 320,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 318,957.08 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,809.59 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 75.29400
----------------------------------------------------------------------------
0 0031899602 MORTGAGORS: NALBANDYAN GEVORK
ASATRYAN ALVINA
REGION CODE ADDRESS : 10022 ENCINO AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 91325
MORTGAGE AMOUNT : 161,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 160,469.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,402.48 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 67.08300
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,390,250.00
P & I AMT: 12,216.93 UPB AMT: 1,385,723.77
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 115
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031899685 MORTGAGORS: WALL RICHARD
WALL SALLY
REGION CODE ADDRESS : 16 DARTMOUTH DRIVE
01 CITY : RANCHO MIRAGE
STATE/ZIP : CA 92270
MORTGAGE AMOUNT : 268,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,145.25 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,390.17 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 77.68100
----------------------------------------------------------------------------
0 0031900038 MORTGAGORS: WEBSTER JEFFREY
WEBSTER SUSAN
REGION CODE ADDRESS : 2223 PASEO NOCHE
01 CITY : CAMARILLO
STATE/ZIP : CA 93012
MORTGAGE AMOUNT : 303,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 303,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,681.28 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 56.11100
----------------------------------------------------------------------------
0 0031902455 MORTGAGORS: KATO DAVID
CHANG SYLVIA
REGION CODE ADDRESS : 1759 CLARIDGE STREET
01 CITY : ARCADIA
STATE/ZIP : CA 91006
MORTGAGE AMOUNT : 365,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 363,784.54 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,154.52 OUTSIDE CONV DATE :
LIFETIME RATE : 6.37500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.37500 PRODUCT CODE : 002
LTV : 48.99300
----------------------------------------------------------------------------
0 0031902505 MORTGAGORS: LAWSON FRED
LAWSON DEBORAH
REGION CODE ADDRESS : 1471 SEA WAY
01 CITY : BODEGA BAY
STATE/ZIP : CA 94923
MORTGAGE AMOUNT : 268,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,117.10 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,334.57 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 78.82300
----------------------------------------------------------------------------
0 0031902554 MORTGAGORS: CAMPH DONALD
SIWEK SARAH
REGION CODE ADDRESS : 8433 HOLY CROSS PLACE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90045
MORTGAGE AMOUNT : 273,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 272,100.62 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,378.13 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 79.96400
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,477,000.00
P & I AMT: 12,938.67 UPB AMT: 1,473,147.51
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 116
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031903438 MORTGAGORS: SNITKO TIM
SNITKO ALICE
REGION CODE ADDRESS : 579 SOUTH CIRCULO LAZO
01 CITY : ANAHEIM
STATE/ZIP : CA 92807
MORTGAGE AMOUNT : 160,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 160,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,494.61 OUTSIDE CONV DATE :
LIFETIME RATE : 7.62500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.62500 PRODUCT CODE : 002
LTV : 50.79300
----------------------------------------------------------------------------
0 0031905763 MORTGAGORS: BEGGS RUSSELL
BEGGS ANNE
REGION CODE ADDRESS : 125 32ND AVENUE
01 CITY : SANTA CRUZ
STATE/ZIP : CA 95062
MORTGAGE AMOUNT : 478,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 476,442.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,196.81 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 72.42400
----------------------------------------------------------------------------
0 0031905847 MORTGAGORS: CHANG WENWEI
YANG CHINFANG
REGION CODE ADDRESS : 1402 DAPHNE DRIVE
01 CITY : SAN JOSE
STATE/ZIP : CA 95129
MORTGAGE AMOUNT : 290,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 289,054.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,546.19 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 69.87900
----------------------------------------------------------------------------
0 0031905854 MORTGAGORS: GRAVES DEAN
GRAVES CATHERINE
REGION CODE ADDRESS : 19 JAMES DRIVE
01 CITY : EVERGREEN
STATE/ZIP : CO 80439
MORTGAGE AMOUNT : 296,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 295,024.85 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,578.48 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 55.32700
----------------------------------------------------------------------------
0 0031905870 MORTGAGORS: SPEHLMANN JOHN
SPEHLMANN DANA
REGION CODE ADDRESS : 431 HERON PLACE
01 CITY : DAVIS
STATE/ZIP : CA 95616
MORTGAGE AMOUNT : 334,400.00 OPTION TO CONVERT :
UNPAID BALANCE : 333,310.15 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,936.02 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 80.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,558,400.00
P & I AMT: 13,752.11 UPB AMT: 1,553,832.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 117
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031907876 MORTGAGORS: LEVIN FREDRIC
REGION CODE ADDRESS : 11591 LEONARD ROAD
01 CITY : NUNCIA
STATE/ZIP : MI 49448
MORTGAGE AMOUNT : 337,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 336,446.73 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,057.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 73.36900
----------------------------------------------------------------------------
0 0031909443 MORTGAGORS: RYERSON SEAN
REGION CODE ADDRESS : 27 PALOMA AVENUE
01 CITY : VENICE
STATE/ZIP : CA 90291
MORTGAGE AMOUNT : 360,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 358,839.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,185.68 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 66.66600
----------------------------------------------------------------------------
0 0031909559 MORTGAGORS: DEL MONTE JEFFREY
DEL MONTE MARY
REGION CODE ADDRESS : 110 HILL STREET
01 CITY : HERMOSA BEACH
STATE/ZIP : CA 90254
MORTGAGE AMOUNT : 266,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 265,123.68 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,317.15 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 49.44200
----------------------------------------------------------------------------
0 0031911795 MORTGAGORS: WOLF CLARENCE
WOLF SHARON
REGION CODE ADDRESS : 1033 FAIRWAY LANE
01 CITY : LOWER MERION TOWNSHIP
STATE/ZIP : PA 19035
MORTGAGE AMOUNT : 500,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 500,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,459.27 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 74.85000
----------------------------------------------------------------------------
0 0031913973 MORTGAGORS: WILKINSON PETER
CHAPMAN KAREN
REGION CODE ADDRESS : 935 NORTH HOLLISTON AVENUE
01 CITY : PASADENA
STATE/ZIP : CA 91104
MORTGAGE AMOUNT : 285,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,091.02 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,541.79 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,748,500.00
P & I AMT: 15,561.07 UPB AMT: 1,744,500.75
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 118
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0031914021 MORTGAGORS: MOSES JAMES
PANGANIBAN MAUREEN
REGION CODE ADDRESS : 803 KATHERINE AVENUE
01 CITY : REDWOOD CITY
STATE/ZIP : CA 94062
MORTGAGE AMOUNT : 375,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 375,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,344.45 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.91000
----------------------------------------------------------------------------
0 0031915325 MORTGAGORS: KSHIRSAGAR ANIL
KSHIRSAGAR BHARATI
REGION CODE ADDRESS : 2820 RAMONA STREET
01 CITY : PALO ALTO
STATE/ZIP : CA 94306
MORTGAGE AMOUNT : 400,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 400,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,539.64 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 52.63100
----------------------------------------------------------------------------
0 0070021290 MORTGAGORS: MASIH BASHIR
MASIH ESTHER
REGION CODE ADDRESS : 60 EAST ROAD
01 CITY : BLAUVELT
STATE/ZIP : NY 10913
MORTGAGE AMOUNT : 135,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 132,629.96 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,229.21 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 05/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 001
LTV : 64.61905
----------------------------------------------------------------------------
0 0070049929 MORTGAGORS: DUNN TIMOTHY
REDDEN GERALDINE
REGION CODE ADDRESS : 7331 ZEPHYR PLACE
01 CITY : MAPLEWOOD
STATE/ZIP : MO 63143
MORTGAGE AMOUNT : 57,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 55,501.18 ANNUAL RATE ADJUST:
MONTHLY P&I : 527.12 OUTSIDE CONV DATE :
LIFETIME RATE : 7.37500 MATURITY DATE : 02/01/13
CURRENT INT RATE: 7.37500 PRODUCT CODE : 002
LTV : 71.62500
----------------------------------------------------------------------------
0 0070351960 MORTGAGORS: POULATHAS NICHOLAS
POULATHAS HAROULA
REGION CODE ADDRESS : 5409 WINCHESTER AVENUE
01 CITY : VENTNOR CIT
STATE/ZIP : NJ 08406
MORTGAGE AMOUNT : 299,250.00 OPTION TO CONVERT :
UNPAID BALANCE : 299,250.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,668.87 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 74.81250
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,267,250.00
P & I AMT: 11,309.29 UPB AMT: 1,262,381.14
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 119
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070366679 MORTGAGORS: IVY DAVID
IVY ELLEN
REGION CODE ADDRESS : 25687 FOOTHILLS DRIVE
01 CITY : GOLDEN
STATE/ZIP : CO 80401
MORTGAGE AMOUNT : 241,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 239,241.43 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,190.30 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 73.27273
----------------------------------------------------------------------------
0 0070371331 MORTGAGORS: HOTCHKISS CHARLES
HOTCHKISS MARY
REGION CODE ADDRESS : 36 LAKE AVENUE
01 CITY : COLORADO SP
STATE/ZIP : CO 80906
MORTGAGE AMOUNT : 287,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 286,104.32 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,599.74 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 61.85345
----------------------------------------------------------------------------
0 0070375357 MORTGAGORS: SIMONSON BARRY
SIMONSON ROBIN
REGION CODE ADDRESS : 15 SUMMIT AVENUE
01 CITY : EAST WILLIS
STATE/ZIP : NY 11596
MORTGAGE AMOUNT : 384,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 383,473.05 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,430.96 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 78.51020
----------------------------------------------------------------------------
0 0070375811 MORTGAGORS: DEIGHTON DANIEL
DEIGHTON DIANA
REGION CODE ADDRESS : 113 CLUB COURT
01 CITY : WARNER ROBI
STATE/ZIP : GA 31088
MORTGAGE AMOUNT : 217,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 215,078.29 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,526.52 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 10/01/08
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 76.35088
----------------------------------------------------------------------------
0 0070377734 MORTGAGORS: MARGALLO JAIRUS
MARGALLO MOLLY
REGION CODE ADDRESS : 13820 ROYAL DORNOCH SQUARE
01 CITY : SAN DIEGO
STATE/ZIP : CA 92128
MORTGAGE AMOUNT : 262,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,359.84 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,373.28 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 79.39394
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,393,100.00
P & I AMT: 13,120.80 UPB AMT: 1,384,256.93
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 120
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070382577 MORTGAGORS: SCHNEIDER RICHARD
SCHNEIDER JANICE
REGION CODE ADDRESS : 16835 LIVORNO DRIVE
01 CITY : PACIFIC PAL
STATE/ZIP : CA 90272
MORTGAGE AMOUNT : 442,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 441,073.34 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,915.72 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 66.04478
----------------------------------------------------------------------------
0 0070383914 MORTGAGORS: FIELDS SCOTT
FIELDS VICKI
REGION CODE ADDRESS : 5623 SOUTHWEST ASK CREEK
01 CITY : PORTLAND
STATE/ZIP : OR 97219
MORTGAGE AMOUNT : 445,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 442,309.47 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,033.67 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 10/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 74.21667
----------------------------------------------------------------------------
0 0070385539 MORTGAGORS: ALLEN JOHN
ALLEN LEAH
REGION CODE ADDRESS : 104 BUCKNER COURT
01 CITY : FOLSOM
STATE/ZIP : CA 95630
MORTGAGE AMOUNT : 318,750.00 OPTION TO CONVERT :
UNPAID BALANCE : 317,755.24 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,887.34 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 72.44318
----------------------------------------------------------------------------
0 0070402490 MORTGAGORS: HARBERGER JAMES
HARBERGER PATRICIA
REGION CODE ADDRESS : 1220 OAKDALE DRIVE
01 CITY : YORK
STATE/ZIP : PA 17403
MORTGAGE AMOUNT : 343,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 343,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,107.00 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 68.60000
----------------------------------------------------------------------------
0 0070405352 MORTGAGORS: FREDRICKSON TIM
FREDRICKSON LORI
REGION CODE ADDRESS : 3133 NORTH SADDLEBACK
01 CITY : THOUSAND OA
STATE/ZIP : CA 91360
MORTGAGE AMOUNT : 155,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 154,510.99 ANNUAL RATE ADJUST:
MONTHLY P&I : 1,393.18 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 51.66667
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,704,550.00
P & I AMT: 15,336.91 UPB AMT: 1,698,649.04
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 121
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070407713 MORTGAGORS: FORD BOBBY
FORD JAYE
REGION CODE ADDRESS : 348 TIMBERCREEK DRIVE
01 CITY : LAKE JACKSO
STATE/ZIP : TX 77566
MORTGAGE AMOUNT : 243,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 241,155.41 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,205.70 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 76.09375
----------------------------------------------------------------------------
0 0070408315 MORTGAGORS: KETTELKAMP ROBERT
KETTELKAMP BARBARA
REGION CODE ADDRESS : 6659 COLONNADES DRIVE
01 CITY : WARRENTON
STATE/ZIP : VA 22186
MORTGAGE AMOUNT : 252,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 251,140.60 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,932.90 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/08
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 62.37037
----------------------------------------------------------------------------
0 0070415138 MORTGAGORS: GENNARO ANTHONY
GENNARO EMY
REGION CODE ADDRESS : 14 BEENA WAY
01 CITY : MANALAPAN
STATE/ZIP : NJ 07726
MORTGAGE AMOUNT : 225,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 224,290.14 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,022.36 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 49.45055
----------------------------------------------------------------------------
0 0070418959 MORTGAGORS: MENDOZA DANIEL
MENDOZA JILL
REGION CODE ADDRESS : 3437 BENHAM AVENUE
01 CITY : NASHVILLE
STATE/ZIP : TN 37215
MORTGAGE AMOUNT : 392,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 392,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,550.86 OUTSIDE CONV DATE :
LIFETIME RATE : 7.12500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.12500 PRODUCT CODE : 002
LTV : 78.55711
----------------------------------------------------------------------------
0 0070423256 MORTGAGORS: HART CAROL
REGION CODE ADDRESS : 516 MAR VISTA DRIVE
01 CITY : SOLANA BEAC
STATE/ZIP : CA 92075
MORTGAGE AMOUNT : 284,650.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,650.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,538.66 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 56.93000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,397,750.00
P & I AMT: 13,250.48 UPB AMT: 1,393,236.15
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 122
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070425368 MORTGAGORS: DIXON JAMES
DIXON CATHERINE
REGION CODE ADDRESS : 25 SPRINGWOOD ROAD
01 CITY : ARDSLEY
STATE/ZIP : NY 10502
MORTGAGE AMOUNT : 255,600.00 OPTION TO CONVERT :
UNPAID BALANCE : 255,600.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,191.57 OUTSIDE CONV DATE :
LIFETIME RATE : 6.25000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.25000 PRODUCT CODE : 002
LTV : 79.87500
----------------------------------------------------------------------------
0 0070427620 MORTGAGORS: VERSER JERRY
VERSER CATHY
REGION CODE ADDRESS : 6130 WEST HIGHLAND DRIVE
01 CITY : JOPLIN
STATE/ZIP : MO 64804
MORTGAGE AMOUNT : 248,900.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,106.16 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,219.83 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 63.82051
----------------------------------------------------------------------------
0 0070427968 MORTGAGORS: RODRIGUEZ HECTOR
RODRIGUEZ ELSA
REGION CODE ADDRESS : 10751 ROCHESTER AVENUE
01 CITY : LOS ANGELES
STATE/ZIP : CA 90024
MORTGAGE AMOUNT : 641,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 641,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,716.79 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 71.22222
----------------------------------------------------------------------------
0 0070428883 MORTGAGORS: RUPRECHT JOHN
RUPRECHT ANNE
REGION CODE ADDRESS : 42375 LITTLE LAKE ROAD
01 CITY : MENDOCINO
STATE/ZIP : CA 95460
MORTGAGE AMOUNT : 296,300.00 OPTION TO CONVERT :
UNPAID BALANCE : 296,300.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,601.50 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 59.26000
----------------------------------------------------------------------------
0 0070430244 MORTGAGORS: HANSEN PAUL
HANSEN SHARI
REGION CODE ADDRESS : 7 WINDY HILL COURT
01 CITY : SUNFISH LAK
STATE/ZIP : MN 55120
MORTGAGE AMOUNT : 469,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 469,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,187.26 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 75.72581
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,911,300.00
P & I AMT: 16,916.95 UPB AMT: 1,910,506.16
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 123
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070440987 MORTGAGORS: HAMLETT JOE
HAMLETT DONNA
REGION CODE ADDRESS : 38 HERITAGE WAY
01 CITY : BELLE MEAD
STATE/ZIP : NJ 08502
MORTGAGE AMOUNT : 250,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 250,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,251.56 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 56.93182
----------------------------------------------------------------------------
0 0070461892 MORTGAGORS: MOUCHAMEL NAIM
MOUCHAMEL HIAM
REGION CODE ADDRESS : 16395 TUDOR DRIVE
01 CITY : ENCINO
STATE/ZIP : CA 91436
MORTGAGE AMOUNT : 284,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 284,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,473.94 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 23.66667
----------------------------------------------------------------------------
0 0070475405 MORTGAGORS: KWONG LO HERMAN
YIP SINCERE
REGION CODE ADDRESS : 756 S SIERRA MADRE BLVD
01 CITY : SAN MARINO
STATE/ZIP : CA 91108
MORTGAGE AMOUNT : 433,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 433,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 4,977.63 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/08
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 69.36000
----------------------------------------------------------------------------
0 0070476528 MORTGAGORS: HLUCHAN RICHARD
HLUCHAN DEBORAH
REGION CODE ADDRESS : 213 66TH STREET
01 CITY : Avalon
STATE/ZIP : NJ 08202
MORTGAGE AMOUNT : 322,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 322,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,827.14 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 63.76000
----------------------------------------------------------------------------
0 0070476882 MORTGAGORS: DENTON RICHARD
DENTON SHERRIE
REGION CODE ADDRESS : 21770 HEBER WAY
01 CITY : SARATOGA
STATE/ZIP : CA 95070
MORTGAGE AMOUNT : 650,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 650,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 5,751.91 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 61.90476
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,940,000.00
P & I AMT: 18,282.18 UPB AMT: 1,940,000.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 124
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070490016 MORTGAGORS: MONSHAUGEN RONALD
REGION CODE ADDRESS : 195 SARASOTA CIRCLE SOUTH
01 CITY : MONTGOMERY
STATE/ZIP : TX 77356
MORTGAGE AMOUNT : 350,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 350,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,996.48 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 12/01/08
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 50.00000
----------------------------------------------------------------------------
0 0070493549 MORTGAGORS: BADDOUR EDMOND
BADDOUR LAURI
REGION CODE ADDRESS : 4734 MAPLE BROOK
01 CITY : MARIETTA
STATE/ZIP : GA 30067
MORTGAGE AMOUNT : 318,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 318,700.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,798.17 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 71.61798
----------------------------------------------------------------------------
0 0070494133 MORTGAGORS: HWANG KAI-NING
HWANG ALICE
REGION CODE ADDRESS : 12 COLBERT ROAD
01 CITY : NEWTON
STATE/ZIP : MA 02090
MORTGAGE AMOUNT : 339,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 339,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,047.03 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 65.19000
----------------------------------------------------------------------------
0 0070497193 MORTGAGORS: DEAN GARY
DEAN LAURA
REGION CODE ADDRESS : 2490 H COURT
01 CITY : GRAND JUNCT
STATE/ZIP : CO 81505
MORTGAGE AMOUNT : 346,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 346,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,061.79 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 65.90476
----------------------------------------------------------------------------
0 0070503529 MORTGAGORS: HILLIER BRIAN
HILLIER JANET
REGION CODE ADDRESS : 2214 WHYTE PARK AVENUE
01 CITY : WALNUT CREE
STATE/ZIP : CA 94595
MORTGAGE AMOUNT : 279,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 279,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,434.75 OUTSIDE CONV DATE :
LIFETIME RATE : 6.50000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.50000 PRODUCT CODE : 002
LTV : 77.63889
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,633,200.00
P & I AMT: 15,338.22 UPB AMT: 1,633,200.00
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 125
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070504451 MORTGAGORS: LEEDECKE STEPHEN
LEEDECKE JOANNE
REGION CODE ADDRESS : 3282 DONNIE ANN ROAD
01 CITY : LOS ALAMITO
STATE/ZIP : CA 90720
MORTGAGE AMOUNT : 248,500.00 OPTION TO CONVERT :
UNPAID BALANCE : 248,500.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,181.81 OUTSIDE CONV DATE :
LIFETIME RATE : 6.62500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.62500 PRODUCT CODE : 002
LTV : 63.71795
----------------------------------------------------------------------------
0 0070513544 MORTGAGORS: MCCLAIN JOHN
MCCLAIN ELISABETH
REGION CODE ADDRESS : 4143 NORTH 25TH STREET
01 CITY : ARLINGTON
STATE/ZIP : VA 22207
MORTGAGE AMOUNT : 330,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 330,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,920.20 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 75.00000
----------------------------------------------------------------------------
0 0070529235 MORTGAGORS: MCNEIL CASEY
MCNEIL TERESA
REGION CODE ADDRESS : 2841 28TH STREET
01 CITY : San Diego
STATE/ZIP : CA 92104
MORTGAGE AMOUNT : 288,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 288,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,548.54 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 72.00000
----------------------------------------------------------------------------
0 0070531546 MORTGAGORS: PATRICK WILLIAM
PATRICK MELINA
REGION CODE ADDRESS : 34 FAIRWAY DRIVE
01 CITY : Chico
STATE/ZIP : CA 95928
MORTGAGE AMOUNT : 305,700.00 OPTION TO CONVERT :
UNPAID BALANCE : 304,714.39 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,705.17 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 11/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 76.43000
----------------------------------------------------------------------------
0 0070535539 MORTGAGORS: NITTLER SCOTT
NITTLER SUSAN
REGION CODE ADDRESS : 51 DON GABRIEL WAY
01 CITY : Orinda
STATE/ZIP : CA 94563
MORTGAGE AMOUNT : 267,800.00 OPTION TO CONVERT :
UNPAID BALANCE : 267,800.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,407.06 OUTSIDE CONV DATE :
LIFETIME RATE : 7.00000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 7.00000 PRODUCT CODE : 002
LTV : 53.56000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 5 LOAN AMT: 1,440,000.00
P & I AMT: 12,762.78 UPB AMT: 1,439,014.39
1
GE CAPITAL MORTGAGE SERVICES, INC. EXHIBIT C
ISSUE DATE: 12/01/98
P.O. BOX 5260 TMS AG0004982615 01 02 03
PAGE: 126
CHERRY HILL, N.J. 08034
(800) 257-7818
0 ----------------------------------------------------------------------------
0 0070535919 MORTGAGORS: HILL MARK
ROETMAN KAREN
REGION CODE ADDRESS : 3320 CASCADIA AVENUE SOUTH
01 CITY : Seattle
STATE/ZIP : WA 98144
MORTGAGE AMOUNT : 448,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 448,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,995.51 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 56.00000
----------------------------------------------------------------------------
0 0070540968 MORTGAGORS: COHN EDWARD
REGION CODE ADDRESS : 300 S POINTE DRIVE #2504
01 CITY : Miami Beach
STATE/ZIP : FL 33139
MORTGAGE AMOUNT : 340,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 340,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 3,008.69 OUTSIDE CONV DATE :
LIFETIME RATE : 6.75000 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.75000 PRODUCT CODE : 002
LTV : 71.88000
----------------------------------------------------------------------------
0 0070566252 MORTGAGORS: LIN JOHNSON
LAI ALICE
REGION CODE ADDRESS : 1851 44TH AVENUE
01 CITY : San Francisco
STATE/ZIP : CA 94122
MORTGAGE AMOUNT : 260,000.00 OPTION TO CONVERT :
UNPAID BALANCE : 260,000.00 ANNUAL RATE ADJUST:
MONTHLY P&I : 2,318.82 OUTSIDE CONV DATE :
LIFETIME RATE : 6.87500 MATURITY DATE : 12/01/13
CURRENT INT RATE: 6.87500 PRODUCT CODE : 002
LTV : 61.18000
----------------------------------------------------------------------------
- - **** PAGE TOTALS ***** NUM OF LOANS: 3 LOAN AMT: 1,048,000.00
P & I AMT: 9,323.02 UPB AMT: 1,048,000.00
0 TOTAL NUM OF LOANS: 628 LOAN AMT: 188,442,271.63
P & I AMT: 1,729,216.61 UPB AMT: 175,339,322.18
<PAGE>
D-4
EXHIBIT D
FORM OF SERVICER'S CERTIFICATE
----------, ------
(month) (year)
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC Multi-Class Pass-Through Certificates,
Series 1998-26
Pursuant to the Pooling and Servicing Agreement dated as of December 1,
1998 (the "Agreement") between GE Capital Mortgage Services, Inc. (the
"Company"), and State Street Bank and Trust Company (the "Trustee"), governing
the Certificates referred to above, the Company hereby certifies to the Trustee:
With respect to the Agreement and as of the Determination Date for this
month:
A. Mortgage Loan Information:
<TABLE>
<CAPTION>
<S> <C> <C>
(1) Aggregate Scheduled Monthly Payments:
(a) Principal $________
(b) Interest $________
(c) Total $________
(2) Aggregate Monthly Payments received and Monthly
Advances made this Month:
(a) Principal $________
(b) Interest $________
(c) Total $________
(3) Aggregate Principal Prepayments in part received and
applied in the applicable Prepayment Period:
(a) Principal $________
(b) Interest $________
(c) Total $________
(4) Aggregate Principal Prepayments in full received in
the applicable Prepayment Period:
(a) Principal $________
(b) Interest $________
(c) Total $________
(5) Aggregate Insurance Proceeds (including purchases
of Mortgage Loans by primary mortgage insurers) for
prior month:
(a) Principal $________
(b) Interest $________
(c) Total $________
(6) Aggregate Liquidation Proceeds for prior month:
(a) Principal $________
(b) Interest $________
(c) Total $________
(7) Aggregate Purchase Prices for Defaulted and
Modified Mortgage Loans:
(a) Principal $________
(b) Interest $________
(c) Total $________
(8) Aggregate Purchase Prices (and substitution
adjustments) for Defective Mortgage Loans:
(a) Principal $________
(b) Interest $________
(c) Total $________
(9) Pool Scheduled Principal Balance: $________
(10) Available Funds: $________
(11) Realized Losses for prior month: $________
(12) Aggregate Realized Losses and Debt Service
Reductions:
(a) Deficient Valuations $________
(b) Special Hazard Losses $________
(c) Fraud Losses $________
(d) Excess Bankruptcy Losses $________
(e) Excess Special Hazard Losses $________
(f) Excess Fraud Losses $________
(g) Debt Service Reductions $________
(13) Compensating Interest Payment: $________
(14) Accrued Certificate Interest, Unpaid Class Interest
Shortfalls and Pay-out Rate:
Class A $__________ $__________ ____%
Class M $__________ $__________ ____%
Class B1 $__________ $__________ ____%
Class B2 $__________ $__________ ____%
Class B3 $__________ $__________ ____%
Class B4 $__________ $__________ ____%
Class B5 $__________ $__________ ____%
Class R $__________ $__________ ____%
(15) Principal distributable:
Class A $__________
Class PO $__________
Class M $__________
Class B1 $__________
Class B2 $__________
Class B3 $__________
Class B4 $__________
Class B5 $__________
Class R $__________
(16) Additional distributions to the Class R Certificate
pursuant to Section 4.01(b):
Class R $__________
(17) Distributions Allocable to Unanticipated Recoveries:
Class A __________
Class PO __________
Class M __________
Class B1 __________
Class B2 __________
Class B3 __________
Class B4 __________
Class B5 __________
Class R __________
B. Other Amounts:
1. Senior Percentage for such Distribution Date: _____________%
2. Senior Prepayment Percentage for such Distribution
Date: _____________%
3. Junior Percentage for such Distribution Date: _____________%
4. Junior Prepayment Percentage for such Distribution
Date: _____________%
5. Subordinate Certificate Writedown Amount for such
Distribution Date: $_____________
6. Prepayment Distribution Triggers
satisfied: Yes No
Class B1 _____ _____
Class B2 _____ _____
Class B3 _____ _____
Class B4 _____ _____
Class B5 _____ _____
7. Base Servicing Fee: $___________
8. Supplemental Servicing Fee: $___________
</TABLE>
Capitalized terms used in this Certificate shall have the same meanings as
in the Agreement.
<PAGE>
EXHIBIT E
FORM OF TRANSFER CERTIFICATE AS TO ERISA MATTERS FOR
DEFINITIVE ERISA-RESTRICTED CERTIFICATES
State Street Bank and Trust Company
Corporate Trust Department
225 Franklin Street
Boston, Massachusetts 02110
[NAME OF OFFICER] ______________________ hereby certifies that:
1. That he [she] is [title of officer] ___________________________________
of [name of Investor] _______________________________________ (the "Investor"),
a __________ ______________________ [description of type of entity] duly
organized and existing under the laws of the [State of ____________] [United
States], on behalf of which he [she] makes this affidavit.
2. The Investor (i) is not, and on ________________ [insert date of
transfer of Certificate to Investor] will not be, and on such date will not be
investing the funds of, an employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") or a plan subject
to Section 4975 of the Code or (ii) is an insurance company investing assets of
its general account and the exemptions provided by Section III(a) of Department
of Labor Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg. 35925 (July
12, 1995) (the "Exemptions") apply to the Investor's acquisition and holding or
any ERISA-Restricted Certificate.
3. The Investor hereby acknowledges that under the terms of the Pooling and
Servicing Agreement (the "Agreement") between State Street Bank and Trust
Company, as Trustee and GE Capital Mortgage Services, Inc., dated as of December
1, 1998, no transfer of any ERISA-Restricted Certificate shall be permitted to
be made to any person unless the Trustee has received (i) a certificate from
such transferee to the effect that (x) such transferee is not an employee
benefit plan subject to ERISA or a plan subject to Section 4975 of the Code (a
"Plan") and is not using the assets of any such employee benefit or other plan
to acquire any such Certificate or (y) such transferee is an insurance company
investing assets of its general account and the Exemptions apply to such
transferee's acquisition and holding of any such Certificate or (ii) an opinion
of counsel satisfactory to the Trustee to the effect that the purchase and
holding of any such Certificate will not constitute or result in the assets of
the Trust Fund created by the Agreement being deemed to be "plan assets" and
subject to the prohibited transaction provisions of ERISA or Section 4975 of the
Code and will not subject the Trustee or the Company to any obligation in
addition to those undertaken in the Agreement (provided, however, that the
Trustee will not require such certificate or opinion in the event that, as a
result of change of law or otherwise, counsel satisfactory to the Trustee has
rendered an opinion to the effect that the purchase and holding of any such
Certificate by a Plan or a Person that is purchasing or holding any such
Certificate with the assets of a Plan will not constitute or result in a
prohibited transaction under ERISA or Section 4975 of the Code).
[4. The ERISA-Restricted Certificates shall be registered in the name of
______________________________________________ as nominee for the Investor.]
IN WITNESS WHEREOF, the Investor has caused this instrument to be executed
on its behalf, pursuant to authority of its Board of Directors, by its [title of
officer] __________________ and its corporate seal to be hereunder attached,
attested by its [Assistant] Secretary, this ____ day of _________, 199_.
___________________________
[name of Investor]
By:________________________
Name:
Title:
The undersigned hereby
acknowledges that it is holding
and will hold the ERISA-Restricted
Certificates at the exclusive
direction of and as nominee of
the Investor named above.
_______________________________
[name of nominee]
By:____________________________
Name:
Title:
<PAGE>
EXHIBIT F
FORM OF RESIDUAL CERTIFICATE TRANSFEREE AFFIDAVIT
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], _________________ being first duly sworn, deposes and says:
1. That he [she] is [title of officer] ________________________ of [name of
Purchaser] _________________________________________ (the "Purchaser"), a
_________________ ____________________ [description of type of entity] duly
organized and existing under the laws of the [State of __________] [United
States], on behalf of which he [she] makes this affidavit.
2. That the Purchaser's Taxpayer Identification Number is [ ].
3. That the Purchaser is not a "disqualified organization" within the
meaning of Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended
(the "Code") and will not be a "disqualified organization" as of [date of
transfer], and that the Purchaser is not acquiring a Residual Certificate (as
defined below) for the account of, or as agent (including a broker, nominee, or
other middleman) for, any person or entity from which it has not received an
affidavit substantially in the form of this affidavit. For these purposes, a
"disqualified organization" means the United States, any state or political
subdivision thereof, any foreign government, any international organization, any
agency or instrumentality of any of the foregoing (other than an instrumentality
if all of its activities are subject to tax and a majority of its board of
directors is not selected by such governmental entity), any cooperative
organization furnishing electric energy or providing telephone service to
persons in rural areas as described in Code Section 1381(a)(2)(C), or any
organization (other than a farmers' cooperative described in Code Section 521)
that is exempt from federal income tax unless such organization is subject to
the tax on unrelated business income imposed by Code Section 511. As used
herein, "Residual Certificate" means any Certificate designated as a "Class R
Certificate" of GE Capital Mortgage Services, Inc.'s REMIC Multi-Class
Pass-Through Certificates, Series 1998-26.
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
December 1, 1998, no transfer of the Residual Certificates shall be permitted to
be made to any person unless the Trustee has received a certificate from such
transferee to the effect that such transferee is not an employee benefit plan
subject to ERISA or a plan subject to Section 4975 of the Code and is not using
the assets of any employee benefit plan or other plan to acquire Residual
Certificates.
6. That the Purchaser does not hold REMIC residual securities as nominee to
facilitate the clearance and settlement of such securities through electronic
book-entry changes in accounts of participating organizations (such entity, a
"Book-Entry Nominee").
7. That the Purchaser does not have the intention to impede the assessment
or collection of any federal, state or local taxes legally required to be paid
with respect to such Residual Certificate.
8. That the Purchaser will not transfer a Residual Certificate to any
person or entity (i) as to which the Purchaser has actual knowledge that the
requirements set forth in paragraph 3, paragraph 6 or paragraph 10 hereof are
not satisfied or that the Purchaser has reason to believe does not satisfy the
requirements set forth in paragraph 7 hereof, and (ii) without obtaining from
the prospective Purchaser an affidavit substantially in this form and providing
to the Trustee a written statement substantially in the form of Exhibit G to the
Agreement.
9. That the Purchaser understands that, as the holder of a Residual
Certificate, the Purchaser may incur tax liabilities in excess of any cash flows
generated by the interest and that it intends to pay taxes associated with
holding such Residual Certificate as they become due.
10. That the Purchaser (i) is not a Non-U.S. Person or (ii) is a Non-U.S.
Person that holds a Residual Certificate in connection with the conduct of a
trade or business within the United States and has furnished the transferor and
the Trustee with an effective Internal Revenue Service Form 4224 or successor
form at the time and in the manner required by the Code or (iii) is a Non-U.S.
Person that has delivered to both the transferor and the Trustee an opinion of a
nationally recognized tax counsel to the effect that the transfer of such
Residual Certificate to it is in accordance with the requirements of the Code
and the regulations promulgated thereunder and that such transfer of a Residual
Certificate will not be disregarded for federal income tax purposes. "Non-U.S.
Person" means an individual, corporation, partnership or other person other than
(i) a citizen or resident of the United States; (ii) a corporation (or entity
treated as a corporation for tax purposes) created or organized in the United
States or under the laws of the United States or of any state thereof,
including, for this purpose, the District of Columbia; (iii) a partnership (or
entity treated as a partnership for tax purposes) organized in the United States
or under the laws of the United States or of any state thereof, including, for
this purpose, the District of Columbia (unless provided otherwise by future
Treasury regulations); (iv) an estate whose income is includible in gross income
for United States income tax purposes regardless of its source; or (v) a trust,
if a court within the United States is able to exercise primary supervision over
the administration of the trust and one or more U.S. Persons have authority to
control all substantial decisions of the trust. Notwithstanding the last clause
of the preceding sentence, to the extent provided in Treasury regulations,
certain trusts in existence on August 20, 1996, and treated as U.S. Persons
prior to such date, may elect to continue to be U.S. Persons.
11. That the Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of any Residual Certificate to such a "disqualified organization," an
agent thereof, a Book-Entry Nominee, or a person that does not satisfy the
requirements of paragraph 7 and paragraph 10 hereof.
12. That the Purchaser consents to the designation of the Company as its
agent to act as "tax matters person" of the Trust Fund, pursuant to the Pooling
and Servicing Agreement.
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be executed
on its behalf, pursuant to authority of its Board of Directors, by its [title of
officer] this _____ day of __________, 19__.
_________________________________
[name of Purchaser]
By:______________________________
Name:
Title:
Personally appeared before me the above-named [name of officer]
________________, known or proved to me to be the same person who executed the
foregoing instrument and to be the [title of officer] _________________ of the
Purchaser, and acknowledged to me that he [she] executed the same as his [her]
free act and deed and the free act and deed of the Purchaser.
Subscribed and sworn before me this _____ day of __________, 19__.
NOTARY PUBLIC
______________________________
COUNTY OF_____________________
STATE OF______________________
My commission expires the _____ day of __________, 19__.
<PAGE>
EXHIBIT G
[LETTER FROM TRANSFEROR OF RESIDUAL CERTIFICATE]
__________________
Date
State Street Bank and Trust Company
Corporate Trust Department
225 Franklin Street
8th Floor
Boston, Massachusetts 02110
Re: GE Capital Mortgage Services, Inc.
REMIC Multi-Class Pass-Through
Certificates, Series 1998-26
____________________________
Ladies and Gentlemen:
_______________________ (the "Transferor") has reviewed the attached
affidavit of _____________________________ (the "Transferee"), and has no actual
knowledge that such affidavit is not true and has no reason to believe that the
information contained in paragraph 7 thereof is not true, and has no reason to
believe that the Transferee has the intention to impede the assessment or
collection of any federal, state or local taxes legally required to be paid with
respect to a Residual Certificate. In addition, the Transferor has conducted a
reasonable investigation at the time of the transfer and found that the
Transferee had historically paid its debts as they came due and found no
significant evidence to indicate that the Transferee will not continue to pay
its debts as they become due.
Very truly yours,
_________________
Name:
Title:
<PAGE>
EXHIBIT H
ADDITIONAL SERVICER COMPENSATION
QUALIFIED ADMINISTRATIVE EXPENSES
(Conventional, Non-Conforming Loans)
Assumption Fees $550 - $800
Late Charges Per Loan Documents
Appraisal/Inspection Fees Reasonable and Customary
Charges
Partial Release Fees $300
Easements $150
Insufficient Funds Charges $15
Document Requests (copies of loan file
documents, additional pay-off quotations,
amortization schedules, payment histories) $0
Modification Fees Reasonable and
Customary Charges
<PAGE>
EXHIBIT I
FORM OF INVESTMENT LETTER FOR
DEFINITIVE RESTRICTED CERTIFICATES
_____________________
Date
State Street Bank and Trust Company
Corporate Trust Department
225 Franklin Street
8th Floor
Boston, Massachusetts 02110
Re: GE Capital Mortgage Services, Inc.
REMIC Multi-Class Pass Through
Certificates, Series 1998-26
______________________________
Ladies and Gentlemen:
1. The undersigned, a [title of officer] _______________ of [name of
Investor] _________________________________________ (the "Investor"), a
______________ ___________________ [description of type of entity] duly
organized and existing under the laws of the [State of __________________]
[United States], hereby certifies as follows:
2. The Investor hereby acknowledges that under the terms of the Pooling and
Servicing Agreement between State Street Bank and Trust Company, as Trustee, and
GE Capital Mortgage Services, Inc. (the "Company"), dated as of December 1, 1998
(the "Agreement"), no transfer of a Restricted Certificate may be made unless
such transfer is exempt from the registration requirements of the Securities Act
of 1933, as amended (the "Securities Act"), and any applicable state securities
laws, or is made in accordance with the Securities Act and such laws.
3. The Investor understands that (a) the Restricted Certificates have not
been and will not be registered or qualified under the Securities Act, or the
securities laws of any state, (b) neither the Company nor the Trustee is
required, and neither intends, to so register or qualify the Restricted
Certificates, (c) the Restricted Certificates cannot be resold unless (i) they
are registered and qualified under the Securities Act and the applicable state
securities laws or (ii) such sale is exempt from the requirements of the
Securities Act, (d) the Agreement contains restrictions regarding the transfer
of the Restricted Certificates and (e) the Restricted Certificates will bear a
legend to the foregoing effect.
4. The Investor is acquiring the Restricted Certificates for its own
account for investment only and not with a view to or for sale or other transfer
in connection with any distribution of the Restricted Certificates in any manner
that would violate the Securities Act or any applicable state securities laws.
5. The Investor (a) is a substantial, sophisticated institutional investor
having such knowledge and experience in financial and business matters, and in
particular in such matters related to securities similar to the Restricted
Certificates, such that it is capable of evaluating the merits and risks of
investment in the Restricted Certificates, (b) is able to bear the economic
risks of such an investment and (c) is an "accredited investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) promulgated pursuant to the
Securities Act.
6. The Investor will not authorize nor has it authorized any person to (a)
offer, pledge, sell, dispose of or otherwise transfer any Restricted
Certificate, any interest in any Restricted Certificate or any other similar
security to any person in any manner, (b) solicit any offer to buy or to accept
a pledge, disposition or other transfer of any Restricted Certificate, any
interest in any Restricted Certificate or any other similar security from any
person in any manner, (c) otherwise approach or negotiate with respect to any
Restricted Certificate, any interest in any Restricted Certificate or any other
similar security with any person in any manner, (d) make any general
solicitation by means of general advertising or in any other manner, or (e) take
any other action that would constitute a distribution of any Restricted
Certificate under the Securities Act, that would render the disposition of any
Restricted Certificate a violation of Section 5 of the Securities Act or any
state securities law, or that could require registration or qualification
pursuant thereto. Neither the Investor nor anyone acting on its behalf has
offered the Restricted Certificates for sale or made any general solicitation by
means of general advertising or in any other manner with respect to the
Restricted Certificates. The Investor will not sell or otherwise transfer any of
the Restricted Certificates, except in compliance with the provisions of the
Agreement.
7. If an Investor in a Restricted Certificate sells or otherwise transfers
any such Certificate to a transferee other than a "qualified institutional
buyer" under Rule 144A of the Securities Act, such Investor will obtain (a) from
any subsequent purchaser the same certifications, representations, warranties
and covenants contained in the foregoing paragraphs and in this paragraph or (b)
an opinion of counsel in form and substance satisfactory to the Trustee pursuant
to the Agreement.
8. The Investor hereby indemnifies the Trustee and the Company against any
liability that may result if the Investor's transfer of a Restricted Certificate
(or any portion thereof) is not exempt from the registration requirements of the
Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws. Such indemnification of the Trustee
and the Company shall survive the termination of the Agreement.
[9. The Restricted Certificates shall be registered in the name of
_____________________________ as nominee for the Investor.]
IN WITNESS WHEREOF, the Investor has caused this instrument to
be executed on its behalf, pursuant to authority of its Board of Directors, by
its [title of officer] _____________ this _____ day of __________, 19__.
_________________________________
[name of Investor]
By:______________________________
Name:
Title:
The undersigned hereby acknowledges that it is holding and will hold the
Restricted Certificates at the exclusive direction of and as nominee of the
Investor named above.
_____________________________
[name of nominee]
By:__________________________
Name:
Title:
<PAGE>
EXHIBIT J
FORM OF DISTRIBUTION DATE STATEMENT
______________, _______
(month) (year)
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC Multi-Class Pass-Through Certificates,
Series 1998-26
Pursuant to the Pooling and Servicing Agreement dated as of December 1,
1998 (the "Agreement") between GE Capital Mortgage Services, Inc. (the
"Company"), and State Street Bank and Trust Company (the "Trustee"), governing
the Certificates referred to above, the Company hereby certifies to the Trustee:
With respect to the Agreement and as of the Determination Date for this
month:
The amounts below are for a Single Certificate of $1,000:
<TABLE>
<CAPTION>
<S> <C> <C>
(1) Amount of distribution allocable to principal:
Class A $__________
Class PO $__________
Class M $__________
Class B1 $__________
Class B2 $__________
Class B3 $__________
Class B4 $__________
Class B5 $__________
Class R $__________
(2) Aggregate principal prepayments included in distribution:
Class A $__________
Class PO $__________
Class M $__________
Class B1 $__________
Class B2 $__________
Class B3 $__________
Class B4 $__________
Class B5 $__________
Class R $__________
(3) Amount of distribution allocable to interest; Pay-out
Rate:
Class A $__________ ____%
Class M $__________ ____%
Class B1 $__________ ____%
Class B2 $__________ ____%
Class B3 $__________ ____%
Class B4 $__________ ____%
Class B5 $__________ ____%
Class R $__________ ____%
(4) Amount of distribution allocable to Unanticipated
Recoveries:
Class A $__________ ____%
Class PO $__________ ____%
Class M $__________ ____%
Class B1 $__________ ____%
Class B2 $__________ ____%
Class B3 $__________ ____%
Class B4 $__________ ____%
Class B5 $__________ ____%
Class R $__________ ____%
(5) Servicing Compensation: $__________
The amounts below are for the aggregate of all Certificates:
(6) Pool Scheduled Principal Balance; number
of Mortgage Loans: $__________ __________
<PAGE>
(7) Class Certificate Principal Balance (or Notional
Principal Balance) of each Class; Certificate
Principal Balance (or Notional Principal Balance) of
Single Certificate of each Class:
Single
Certificate
Class Balance Balance
----- ------- -------
Class A $__________ $__________
Class PO $__________ $__________
Class M $__________ $__________
Class B1 $__________ $__________
Class B2 $__________ $__________
Class B3 $__________ $__________
Class B4 $__________ $__________
Class B5 $__________ $__________
Class R $__________ $__________
(8) Book value of real estate acquired on behalf of
Certificateholders; number of
related Mortgage Loans: $__________ __________
(9) Aggregate Scheduled Principal Balance and
number of delinquent Mortgage Loans:
30-59 days delinquent $__________ __________
60-89 days delinquent $__________ __________
90 or more days delinquent $__________ __________
In foreclosure $__________ __________
(10) Aggregate Scheduled Principal Balance and
number of replaced Mortgage Loans: $__________ __________
(11) Aggregate Scheduled Principal Balance and
number of modified Mortgage Loans: $__________ __________
(12) Senior Percentage for such Distribution Date: __________%
(13) Senior Prepayment Percentage for such
Distribution Date: __________%
(14) Junior Percentage for such Distribution Date: __________%
(15) Junior Prepayment Percentage for such
Distribution Date: __________%
</TABLE>
Capitalized terms used in this Statement shall have the same
meanings as in the Agreement.
<PAGE>
EXHIBIT K
FORM OF SPECIAL SERVICING
AND COLLATERAL FUND AGREEMENT
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the "Agreement") is
made and entered into as of ____________________, 199_, between GE Capital
Mortgage Services, Inc. (the "Company") and _____________________________ (the
"Purchaser").
PRELIMINARY STATEMENT
___________________________ or an affiliate thereof is the holder of the
entire interest in REMIC Multi-Class Pass-Through Certificates, Series 199_-__,
Class B_ (the "Class B_ Certificates"). The Class B_ Certificates were issued
pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement") dated as of ________ 1, 199_ between the Company (in its capacity as
servicer thereunder, the "Servicer") and State Street Bank and Trust Company as
Trustee.
____________________________ or an affiliate thereof intends to resell all
of the Class B_ Certificates directly to the Purchaser on or promptly after the
date hereof.
In connection with such sale, the parties hereto have agreed that the
Company, as Servicer, will engage in certain special servicing procedures
relating to foreclosures for the benefit of the Purchaser, and that the
Purchaser will deposit funds in a collateral fund to cover any losses
attributable to such procedures as well as all advances and costs in connection
therewith, as set forth herein.
[The parties hereto have further agreed that the Purchaser will have no
rights, and the Company will have no obligations under this Agreement until the
Class Certificate Principal Balance of the REMIC Multi-Class Pass-Through
Certificates, Series 199_-__, Class B5 (the "Class B5 Certificates") has been
reduced to zero, and any Special Servicing and Collateral Fund Agreement in
respect of such Class between the Company and the Purchaser has been
terminated.]
In consideration of the mutual agreements herein contained, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Purchaser
agree that the following provisions shall become effective and shall be binding
on and enforceable by the Company and the Purchaser upon the acquisition by the
Purchaser of the Class B_ Certificates.
ARTICLE I
DEFINITIONS
Section 1.01. Defined Terms. Whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires, shall have the
following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday of (ii) a day
on which banking institutions in New York City or Boston, Massachusetts are
required or authorized by law or executive order to be closed.
Collateral Fund: The fund established and maintained pursuant to Section
3.01 hereof.
Collateral Fund Permitted Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) repurchase agreements on
obligations specified in clause (i) provided that the unsecured obligations of
the party agreeing to repurchase such obligations are at the time rated by each
Rating Agency in the highest long-term rating category, (iii) federal funds,
certificates of deposit, time deposits and banker's acceptances of any U.S.
depository institution or trust company incorporated under the laws of the
United States or any state provided that the debt obligations of such depository
institution or trust company at the date of acquisition thereof have been rated
by each Rating Agency in the highest long-term rating category, (iv) commercial
paper of any corporation incorporated under the laws of the United States or any
state thereof which on the date of acquisition has the highest short term rating
of each Rating Agency, and (v) other obligations or securities that are
acceptable to each Rating Agency as a Collateral Fund Permitted Investment
hereunder and will not, as evidenced in writing, result in a reduction or
withdrawal in the then current rating of the Certificates and, for each of the
preceding clauses, the maturity thereof shall be not later than the earlier to
occur of (A) 30 days from the date of the related investment and (B) the
Business Day preceding the next succeeding Distribution Date.
Commencement of Foreclosure: The first official action required under local
law in order to commence foreclosure proceedings or to schedule a trustee's sale
under a deed of trust, including (i) in the case of a mortgage, any filing or
service of process necessary to commence an action to foreclose, or (ii) in the
case of a deed of trust, the posting, publishing, filing or delivery of a notice
of sale, but not including in either case (x) any notice of default, notice of
intent to foreclose or sell or any other action prerequisite to the actions
specified in (i) or (ii) above and, upon the consent of the Purchaser which will
be deemed given unless expressly withheld within two Business Days of
notification, (y) the acceptance of a deed-in-lieu of foreclosure (whether in
connection with a sale of the related property or otherwise) or (z) initiation
and completion of a short pay-off.
Current Appraisal: With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged Property obtained by the Purchaser as nearly contemporaneously as
practicable to the time of the Purchaser's election, prepared based on the
Company's customary requirements for such appraisals.
Election to Delay Foreclosure: Any election by the Purchaser to delay the
Commencement of Foreclosure, made in accordance with Section 2.02(b).
Election to Foreclose: Any election by the Purchaser to proceed with the
Commencement of Foreclosure, made in accordance with Section 2.03(a).
Required Collateral Fund Balance: As of any date of determination, an
amount equal to the aggregate of all amounts previously required to be deposited
in the Collateral Fund pursuant to Section 2.02(d) (after adjustments for all
withdrawals and deposits prior to such date pursuant to Section 2.02(e)) and
Section 2.03(b) (after adjustment for all withdrawals and deposits prior to such
date pursuant to Section 2.03(c)) and Section 3.02, reduced by all withdrawals
therefrom prior to such date pursuant to Section 2.02(g) and Section 2.03(d).
Section 1.02. Definitions Incorporated by Reference. All capitalized terms
not otherwise defined in this Agreement shall have the meanings assigned in the
Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01. Reports and Notices.
(a) In connection with the performance of its duties under the Pooling and
Servicing Agreement relating to the realization upon defaulted Mortgage Loans,
the Company as Servicer shall provide to the Purchaser the following notices and
reports:
(i) Within five Business Days after each Distribution Date
(or included in or with the monthly statements to Certificateholders
pursuant to the Pooling and Servicing Agreement), the Company, as
Servicer, shall provide to the Purchaser a report, using the same
methodology and calculations in its standard servicing reports,
indicating for the Trust Fund the number of Mortgage Loans that are (A)
thirty days, (B) sixty days, (C) ninety days or more delinquent or (D)
in foreclosure, and indicating for each such Mortgage Loan the loan
number and outstanding principal balance.
(ii) Prior to the Commencement of Foreclosure in connection
with any Mortgage Loan, the Company shall provide the Purchaser with a
notice (sent by facsimile transmission) of such proposed and imminent
foreclosure, stating the loan number and the aggregate amount owing
under the Mortgage Loan. Such notice may be provided to the Purchaser
in the form of a copy of a referral letter from the Company to an
attorney requesting the institution of foreclosure or a copy of a
request to foreclose received by the Company from the related primary
servicer which has been approved by the Company.
(b) If requested by the Purchaser, the Company shall make its servicing
personnel available (during their normal business hours) to respond to
reasonable inquiries, in writing by facsimile transmission, by the Purchaser in
connection with any Mortgage Loan identified in a report under subsection (a)(i)
or (a)(ii) which has been given to the Purchaser, provided, that (1) the Company
shall only be required to provide information that is readily accessible to its
servicing personnel and is non-confidential and (2) the Company shall respond
within five Business Days orally or in writing by facsimile transmission.
(c) In addition to the foregoing, the Company shall provide to the
Purchaser such information as the Purchaser may reasonably request concerning
each Mortgage Loan that is at least sixty days delinquent and each Mortgage Loan
which has become real estate owned, through the final liquidation thereof,
provided, that the Company shall only be required to provide information that is
readily accessible to its servicing personnel and is non-confidential.
Section 2.02. Purchaser's Election to Delay Foreclosure Proceedings.
(a) The Purchaser shall be deemed to direct the Company that in the event
that the Company does not receive written notice of the Purchaser's election
pursuant to subsection (b) below within 24 hours (exclusive of any intervening
non-Business Days) of transmission of the notice provided by the Company under
Section 2.01(a)(ii) subject to extension as set forth in Section 2.02(b), the
Company may proceed with the Commencement of Foreclosure in respect of such
Mortgage Loan in accordance with its normal foreclosure policies without further
notice to the Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the Company) or
(ii) with notice to the Purchaser if the Company has reached the terms of a
forbearance agreement with the borrower. In such latter case the Company may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days of notification.
(b) In connection with any Mortgage Loan with respect to which a notice
under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser may
elect to instruct the Company to delay the Commencement of Foreclosure until
such time as the Purchaser determines that the Company may proceed with the
Commencement of Foreclosure. Such election must be evidenced by written notice
received within 24 hours (exclusive of any intervening non-Business Days) of
transmission of the notice provided by the Company under Section 2.01(a)(ii).
The Purchaser shall send a copy of such notice of election to each Rating Agency
as soon as practicable thereafter. Such 24-hour period shall be extended for no
longer than an additional four Business Days after the receipt of the
information if the Purchaser requests additional information related to such
foreclosure within such 24-hour period; provided, however, that the Purchaser
will have at least one Business Day to make such election following its receipt
of any requested additional information. Any such additional information shall
(i) not be confidential in nature and (ii) be obtainable by the Company from
existing reports, certificates or statements or otherwise be readily accessible
to its servicing personnel. The Purchaser agrees that it has no right to deal
with the mortgagor. However, if the Company's normal foreclosure policies
include acceptance of a deed-in-lieu of foreclosure or short payoff, the
Purchaser will be notified and given two Business Days to respond.
(c) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Purchaser shall obtain a Current Appraisal as
soon as practicable, and shall provide the Company with a copy of such Current
Appraisal.
(d) Within two Business Days of making any Election to Delay Foreclosure,
the Purchaser shall remit by wire transfer to the Trustee, for deposit in the
Collateral Fund, an amount, as calculated by the Company, equal to the sum of
(i) 125% of the greater of the Scheduled Principal Balance of the Mortgage Loan
and the value shown in the Current Appraisal referred to in subsection (c) above
(or, if such Current Appraisal has not yet been obtained, the Company's estimate
thereof, in which case the required deposit under this subsection shall be
adjusted upon obtaining such Current Appraisal), and (ii) three months' interest
on the Mortgage Loan at the applicable Mortgage Rate. If any Election to Delay
Foreclosure extends for a period in excess of three months (such excess period
being referred to herein as the "Excess Period"), the Purchaser shall remit by
wire transfer in advance to the Trustee for deposit in the Collateral Fund the
amount of each additional month's interest, as calculated by the Company, equal
to interest on the Mortgage Loan as the applicable Mortgage Rate for the Excess
Period. The terms of this Agreement will no longer apply to the servicing of any
Mortgage Loan upon the failure of the Purchaser to deposit the above amounts
relating to the Mortgage Loan within two Business Days of (i) the Election to
Delay Foreclosure or (ii) the beginning of the related Excess Period, as the
case may be.
(e) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Company or the Trustee may withdraw from the
Collateral Fund from time to time amounts necessary to reimburse the Company for
all related Monthly Advances and Liquidation Expenses thereafter made by the
Company as Servicer in accordance with the Pooling and Servicing Agreement. To
the extent that the amount of any such Liquidation Expense is determined by the
Company based on estimated costs, and the actual costs are subsequently
determined to be higher, the Company or the Trustee may withdraw the additional
amount from the Collateral Fund to reimburse the Company. In the event that the
Mortgage Loan is brought current by the mortgagor, the amounts so withdrawn from
the Collateral Fund shall be redeposited therein as and to the extent that
reimbursement therefor from amounts paid by the mortgagor is not prohibited
pursuant to the Pooling and Servicing Agreement as of the date hereof. Except as
provided in the preceding sentence, amounts withdrawn from the Collateral Fund
to cover Monthly Advances and Liquidation Expenses shall not be redeposited
therein or otherwise reimbursed to the Purchaser. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts remaining in the
Collateral Fund in respect of such Mortgage Loan (after adjustment for all
previous withdrawals and deposits pursuant to this subsection and after
reimbursement to the Servicer for all related Monthly Advances) shall be
released to the Purchaser.
(f) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Company shall continue to service the
Mortgage Loan in accordance with its customary procedures (other than the delay
in Commencement of Foreclosure as provided herein). If and when, following such
election, the Purchaser shall notify the Company that it believes that it is
appropriate to do so, the Company shall proceed with the Commencement of
Foreclosure; provided that, in any event, if the Mortgage Loan is not brought
current by the mortgagor by the time the loan becomes 6 months delinquent, the
Purchaser's election shall no longer be effective, unless the Purchaser shall
have purchased the related Mortgage Loan promptly following (and in any event
not later than the third Business Day after) the end of such 6-month period in
the manner provided in the following two sentences, and the Company shall be
entitled to proceed with the Commencement of Foreclosure. Any purchase of such
Mortgage Loan by the Purchaser pursuant to the preceding sentence shall be at a
purchase price equal to the unpaid principal balance of the Mortgage Loan plus
accrued interest at the Mortgage Rate from the date last paid by the mortgagor.
Such purchase price shall be deposited by the Purchaser into the Collateral Fund
in immediately available funds on the Business Day which is the date of purchase
and the Purchaser shall instruct the Trustee (with notice to the Company) to
withdraw such amount therefrom on such Business Day and remit the same to the
Trust Fund for application as Liquidation Proceeds pursuant to the Pooling and
Servicing Agreement. Following such withdrawal, all amounts remaining in the
Collateral Fund in respect of such Mortgage Loan (after adjustment for all
previous withdrawals and deposits pursuant to this Agreement and after
reimbursement to the Servicer for all related Monthly Advances) shall be
released to the Purchaser.
(g) Upon the occurrence of a liquidation with respect to any Mortgage Loan
as to which the Purchaser made an Election to Delay Foreclosure and as to which
the Company proceeded with the Commencement of Foreclosure in accordance with
subsection (f) above, the Company shall calculate the amount, if any, by which
the value shown on the Current Appraisal obtained under subsection (c) exceeds
the actual sales price obtained for the related Mortgaged Property (net of
Liquidation Expenses and unreimbursed Monthly Advances related to the extended
foreclosure period), and the Company or the Trustee shall withdraw the amount of
such excess from the Collateral Fund and shall remit the same to the Trust Fund
for application as additional Liquidation Proceeds pursuant to the Pooling and
Servicing Agreement. After making such withdrawal, all amounts remaining in the
Collateral Fund in respect of such Mortgage Loan (after adjustment for all
withdrawals and deposits pursuant to subsection (e) and after reimbursement to
the Servicer for all related Monthly Advances) shall be released to the
Purchaser.
Section 2.03. Purchaser's Election to Commence Foreclosure Proceedings.
(a) In connection with any Mortgage Loan identified in a report under
Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to
proceed with the Commencement of Foreclosure as soon as practicable. Such
election must be evidenced by written notice received by the Company by 5:00
p.m., New York City time, on the third Business Day following the delivery of
such report under Section 2.01(a)(i).
(b) Within two Business Days of making any Election to Foreclose, the
Purchaser shall remit to the Trustee, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current Scheduled
Principal Balance of the Mortgage Loan and three months' interest on the
Mortgage Loan at the applicable Mortgage Rate. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts in the Collateral Fund in
respect of such Mortgage Loan (after adjustment for all withdrawals and deposits
pursuant to subsection (c) below) shall be released to the Purchaser. The terms
of this Agreement will no longer apply to the servicing of any Mortgage Loan
upon the failure of the Purchaser to deposit the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Foreclose.
(c) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Foreclose, the Company shall continue to service the Mortgage Loan
in accordance with its customary procedures. In connection therewith, the
Company shall have the same rights to make withdrawals for Monthly Advances and
Liquidation Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection. The Company shall not be required to proceed
with the Commencement of Foreclosure if (i) the same is stayed as a result of
the mortgagor's bankruptcy or is otherwise barred by applicable law, or to the
extent that all legal conditions precedent thereto have not yet been complied
with, or (ii) the Company believes there is a breach of representations or
warranties by the Company, which may result in a repurchase or substitution of
such Mortgage Loan, or (iii) the Company has or expects to have the right under
the Pooling and Servicing Agreement to purchase the defaulted Mortgage Loan and
intends to exercise such right or (iv) the Company reasonably believes the
Mortgaged Property may be contaminated with or affected by hazardous wastes or
hazardous substances (and the Company supplies the Purchaser with information
supporting such belief) or (v) the same is prohibited by or is otherwise
inconsistent with the provisions of the Pooling and Servicing Agreement. Any
foreclosure that has been initiated may be discontinued (i) without notice to
the Purchaser if the Mortgage Loan has been brought current or if a refinancing
or prepayment occurs with respect to the Mortgage Loan (including by means of a
short payoff approved by the Purchaser) or (ii) with notice to the Purchaser if
the Company has reached the terms of a forbearance agreement unless instructed
otherwise by the Purchaser within two Business Days of notification.
(d) Upon the occurrence of a liquidation with respect to any Mortgage Loan
as to which the Purchaser made an Election to Foreclose and as to which the
Company proceeded with the Commencement of Foreclosure in accordance with
subsection (c) above, the Company shall calculate the amount, if any, by which
the Scheduled Principal Balance of the Mortgage Loan at the time of liquidation
(plus all unreimbursed Monthly Advances and Liquidation Expenses in connection
therewith other than those previously paid from the Collateral Fund) exceeds the
actual sales price obtained for the related Mortgaged Property, and the Company
or the Trustee shall withdraw the amount of such excess from the Collateral Fund
and shall remit the same to the Trust Fund for application as additional
Liquidation Proceeds pursuant to the Pooling and Servicing Agreement. After
making such withdrawal, all amounts remaining in the Collateral Fund (after
adjustment for all withdrawals and deposits pursuant to subsection (c) above and
after reimbursement to the Servicer for all related Monthly Advances) in respect
of such Mortgage Loan shall be released to the Purchaser.
Section 2.04. Termination.
(a) With respect to all Mortgage Loans included in the Trust Fund, the
Purchaser's right to make any Election to Delay Foreclosure or any Election to
Foreclose and the Company's obligations under Section 2.01 shall terminate on
the earliest to occur of the following: (i) at such time as the Class
Certificate Principal Balance of the Class B_ Certificates has been reduced to
zero, (ii) if the greater of (x) 43% (or such lower or higher percentage that
represents the Company's actual loss experience with respect to the Mortgage
Loans in the related pool) of the aggregate principal balance of all Mortgage
Loans that are in foreclosure or are more than 90 days delinquent on a
contractual basis and the aggregate book value of REO properties or (y) the
aggregate amount that the Company estimates through its normal servicing
practices will be required to be withdrawn from the Collateral Fund with respect
to Mortgage Loans as to which the Purchaser has made an Election to Delay
Foreclosure or an Election to Foreclose exceeds (z) the then-current Class
Certificate Principal Balance of the Class B_ Certificates, or (iii) upon any
transfer by the Purchaser of any interest (other than the minority interest
therein, but only if the transferee provides written acknowledgment to the
Company of the Purchaser's right hereunder and that such transferee will have no
rights hereunder) in the Class B_ Certificates [or in the Class B5 Certificates]
(whether or not such transfer is registered under the Pooling and Servicing
Agreement), including any such transfer in connection with a termination of the
Trust Fund. Unless earlier terminated as set forth herein, this Agreement and
the respective rights, obligations and responsibilities of the Purchaser and the
Company hereunder shall terminate immediately upon (x) the later to occur of (i)
the final liquidation of the last Mortgage Loan as to which the Purchaser made
any Election to Delay Foreclosure or any Election to Foreclose and the
withdrawal of all remaining amounts in the Collateral Fund as provided herein
and (ii) ten (10) Business Days' notice or (y) the occurrence of any event that
results in the Purchaser becoming an "affiliate" of the Trustee within the
meaning of the Prohibited Transaction Exemption (as defined in the Pooling and
Servicing Agreement).
(b) The Purchaser's rights pursuant to Section 2.02 or 2.03 of this
Agreement shall terminate with respect to a Mortgage Loan as to which the
Purchaser has exercised its rights under Section 2.02 or 2.03 hereof, upon
Purchaser's failure to deposit any amounts required pursuant to Section 2.02(d)
or 2.03(b) after one Business Day's notice of such failure.
Section 2.05. Notification. The Purchaser shall promptly notify the Trustee
and the Company if such Purchaser becomes aware of any discussions, plans or
events that might lead to such Person's becoming an "affiliate" (within the
meaning of the Prohibited Transaction Exemption) of the Trustee, provided that
the contents of any such notification shall be kept confidential by the parties
to this Agreement.
ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01. Collateral Fund. Upon payment by the Purchaser of the initial
amount required to be deposited in the Collateral Fund pursuant to Article II,
the Company shall request the Trustee to establish and maintain with the Trustee
a segregated account entitled "REMIC Multi-Class Pass-Through Certificates
199_-__ Collateral Fund, for the benefit of GE Capital Mortgage Services, Inc.
and State Street Bank and Trust Company on behalf of Certificateholders, as
secured parties" (the "Collateral Fund"). Amounts held in the Collateral Fund
shall continue to be the property of the Purchaser, subject to the first
priority security interest granted hereunder for the benefit of such secured
parties, until withdrawn from the Collateral Fund pursuant to the Section 2.02
or 2.03 hereof.
Upon the termination of this Agreement and the liquidation of all Mortgage
Loans as to which the Purchaser has made any Election to Delay Foreclosure or
any Election to Foreclose pursuant to Section 2.04 hereof, the Company shall
distribute to the Purchaser all amounts remaining in the Collateral Fund
together with any investment earnings thereon (after giving effect to all
withdrawals therefrom permitted under this Agreement).
The Purchaser shall not take or direct the Company or the Trustee to take
any action contrary to any provision of the Pooling and Servicing Agreement. In
no event shall the Purchaser (i) take or cause the Trustee or the Company to
take any action that could cause any REMIC established under the Pooling and
Servicing Agreement to fail to qualify as a REMIC or cause the imposition on any
such REMIC of any "prohibited transaction" or "prohibited contribution" taxes or
(ii) cause the Trustee or the Company to fail to take any action necessary to
maintain the status of any such REMIC as a REMIC.
Section 3.02. Collateral Fund Permitted Investments. The Company shall, at
the written direction of the Purchaser, direct the Trustee to invest the funds
in the Collateral Fund in the name of the Trustee in Collateral Fund Permitted
Investments. Such direction shall not be changed more frequently then quarterly.
In the absence of any direction, the Company shall direct the Trustee select
such investments in accordance with the definition of Collateral Fund Permitted
Investments in its discretion.
All income and gain realized from any investment as well as any interest
earned on deposits in the Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the Purchaser and the
amount of net realized losses shall be promptly deposited by the Purchaser in
the Collateral Fund. The Company shall periodically (but not more frequently
than monthly) direct the Trustee to distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefor in the Collateral Fund,
equal to the amount by which the balance of the Collateral Fund, after giving
effect to all other distributions to be made from the Collateral Fund on such
date, exceeds the Required Collateral Fund Balance. Any amounts so distributed
shall be released from the lien and security interest of this Agreement.
Section 3.03. Grant of Security Interest. In order to secure the
obligations of the Purchaser hereunder to the Company and the Trustee for the
benefit of Certificateholders (other than its obligations under Section 4.10),
the Purchaser hereby grants to the Company and to the Trustee for the benefit of
the Certificateholders a security interest in and lien on all of the Purchaser's
right, title and interest, whether now owned or hereafter acquired, in and to:
(1) the Collateral Fund, (2) all amounts deposited in the Collateral Fund and
Collateral Fund Permitted Investments in which such amounts are invested (and
the distributions and proceeds of such investments) and (3) all cash and
non-cash proceeds of any of the foregoing, including proceeds of the voluntary
or involuntary conversion thereof (all of the foregoing collectively, the
"Collateral").
The Purchaser acknowledges the lien on and security interest in the
Collateral for the benefit of the Company and the Trustee on behalf of the
Certificateholders. The Purchaser shall take all actions requested by the
Company or the Trustee as may be reasonably necessary to perfect the security
interest created under this Agreement in the Collateral and cause it to be prior
to all other security interests and liens, including the execution and delivery
to the Company or at its direction the Trustee for filing of appropriate
financing statements in accordance with applicable law.
Section 3.04. Collateral Shortfalls. In the event that amounts on deposit
in the Collateral Fund at any time are insufficient to cover any withdrawals
therefrom that the Company or the Trustee is then entitled to make hereunder,
the Purchaser shall be obligated to pay such amounts to the Company or the
Trustee immediately upon demand. Such obligation shall constitute a general
corporate obligation of the Purchaser. The failure to pay such amounts within
two Business Days of such demand (except for amounts to cover interest on a
Mortgage Loan pursuant to Sections 2.02(d) and 2.03(b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Amendment. This Agreement may be amended from time to time by
the Company and the Purchaser by written agreement signed by the Company and the
Purchaser provided that no such amendment shall have a material adverse effect
on the holders of other Classes of Certificates.
Section 4.02. Counterparts. This Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 4.03. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 4.04. Notices. All demands, notices and direction hereunder shall
be in writing or by telecopy and shall be deemed effective upon receipt to: (a)
in the case of the Company, with respect to notices pursuant to Sections 2.02
and 2.03 hereto,
GE Capital Mortgage Services, Inc.
2000 West Loop South
Suite 1917
Houston, Texas 77027
Attention: Mark Pendergrass
Telephone: (713) 964-4207
Facsimile: (713) 964-4100
with respect to all other notices pursuant to this Agreement,
GE Capital Mortgage Services, Inc.
Three Executive Campus
Cherry Hill, New Jersey 08002
Attention: General Counsel
Telephone: (609) 661-6515
Facsimile: (609) 661-6875
or such other address as may hereafter be furnished
in writing by the Company, or
(b) in the case of the Purchaser, with respect to notices pursuant to
Section 2.01,
________________________________
________________________________
________________________________
Attention:______________________
Telephone:______________________
Facsimile:______________________
with respect to all other notices pursuant to this Agreement,
________________________________
________________________________
________________________________
Attention:______________________
Telephone:______________________
Facsimile:______________________
or such other address as may hereafter be furnished
in writing by the Purchaser, or
(c) in the case of the Trustee,
State Street Bank and Trust Company
Corporate Trust Department
Two International Place, Fifth Floor
Boston, Massachusetts 02110
Attention: Karen Beard
Telephone: (617) 664-5465
Facsimile: (617) 664-5367
Section 4.05. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever, including regulatory, held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement.
Section 4.06. Successor and Assigns. The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and the
respective successors and assigns of the parties hereto; provided, however, that
the rights under this Agreement cannot be assigned by the Purchaser without the
consent of the Company.
Section 4.07. Article and Section Headings. The article and section
headings herein are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.
Section 4.08. Third Party Beneficiaries. The Trustee on behalf of
Certificateholders is the intended third party beneficiary of this Agreement.
Section 4.09. Confidentiality. The Purchaser agrees that all information
supplied by or on behalf of the Company pursuant to Section 2.01 or 2.02,
including individual account information, is the property of the Company and the
Purchaser agrees to use such information solely for the purposes set forth in
this Agreement and to hold such information confidential and not to disclose
such information.
Section 4.10. Indemnification. The Purchaser agrees to indemnify and hold
harmless the Company against any and all losses, claims, damages or liabilities
to which it may be subject, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
actions taken by the Company in accordance with the provisions of this Agreement
and which actions conflict or are alleged to conflict with the Company's
obligations under the Pooling and Servicing Agreement. The Purchaser hereby
agrees to reimburse the Company on demand for the reasonable legal or other
expenses incurred by it in connection with investigating or defending any such
loss, claim, damage, liability or action.
[Section 4.11. Delayed Effectiveness. The Purchaser agrees that,
notwithstanding any other provision of this Agreement, the Purchaser shall have
no rights hereunder, and the Company shall have no obligations hereunder, until
the Class Certificate Principal Balance of the Class B5 Certificates has been
reduced to zero and any Special Servicing and Collateral Fund Agreement between
the Company and the Purchaser relating to such Class B5 Certificates has been
terminated.]
<PAGE>
IN WITNESS WHEREOF, the Company and the Purchaser have caused
their names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
GE CAPITAL MORTGAGE SERVICES, INC.
By:______________________________
Name:
Title:
[PURCHASER]
By:_______________________________
Name:
Title:
Acknowledged and agreed to:
STATE STREET BANK AND TRUST COMPANY
By:___________________________________
Name:
Title:
<PAGE>
EXHIBIT L
FORM OF LOST NOTE AFFIDAVIT AND AGREEMENT
I, _________________________________________, being duly sworn, do hereby
state under oath that:
1. I am a duly elected ______________________ of GE Capital Mortgage
Services, Inc. (the "Company") and am duly authorized to make this affidavit.
2. This affidavit is being delivered in connection with the transfer of the
Mortgage Loan described in Paragraph 3 hereof by the Company pursuant to the
Pooling and Servicing Agreement dated as of [date] between the Company, Seller
and Servicer, and State Street Bank and Trust Company, Trustee, relating to the
Company's REMIC Multi-Class Pass-Through Certificates, Series [____]
("Agreement"). Such Mortgage Loan constitutes a Designated Loan.
3. The Company is the payee under the following described Mortgage Note
("Mortgage Note") which evidences the obligation of the borrower(s) to repay the
Mortgage Loan:
Loan Number: __________________________________
Mortgage Note Date:_____________________________
Borrower(s): ___________________________________
Original Payee (if not the Company): ___________
Original Amount:________________________________
Mortgage Rate: _________________________________
Address of Mortgaged Property: _________________
________________________________________________
4. The Company is the lawful owner of the Mortgage Note and has not
cancelled, altered, assigned or hypothecated the Mortgage Note.
5. A thorough and diligent search for the executed original Mortgage Note
was undertaken and was unsuccessful.
6. Attached hereto is a true and correct copy of the Mortgage Note.
7. The Mortgage Note has not been endorsed by the Company in any manner
inconsistent with its transfer of the Mortgage Loan under the Agreement.
8. Without limiting the generality of the rights and remedies of the
Trustee contained in the Agreement, the Company hereby confirms and agrees that
in the event the inability to produce the executed original Mortgage Note
results in a breach of the representations and warranties appearing in Agreement
subsections 2.03(a)(ii) (the validity and enforceability of the lien created by
the Mortgage Loan) or (x) (no valid offset, defense or counterclaim to any
Mortgage Note or Mortgage), the Company shall repurchase the Mortgage Loan at
the Purchase Price and otherwise in accordance with Section 2.03(b) of the
Agreement. In addition, the Company covenants and agrees to indemnify the
Trustee and the Trust Fund from and hold them harmless against any and all
losses, liabilities, damages, claims or expenses (other than those resulting
from negligence or bad faith of the Trustee) arising from the Company's failure
to have delivered the Mortgage Note to the Trustee, including without limitation
any such losses, liabilities, damages, claims or expenses arising from any
action to enforce the indebtedness evidenced by the Mortgage Note or any claim
by any third party who is the holder of such indebtedness by virtue of
possession of the Mortgage Note.
9. In the event that the Company locates the executed original Mortgage
Note, it shall promptly provide the Mortgage Note to the Trustee.
10. Capitalized terms not otherwise defined herein shall have the meanings
given them in the Agreement.
Date: _______________________
______________________________
(signature)
______________________________
(print name)
______________________________
(print title)
<PAGE>
State of New Jersey )
)ss:
)
On this ____________________day of ___________________, 199__, before me
appeared ____________________________, to me personally known, who acknowledged
the execution of the foregoing and who, having been duly sworn states that
he/she is a/the ______________________________of GE Capital Mortgage Services,
Inc., that any representations therein contained are true, that this Lost Note
Affidavit was signed and sealed on behalf of GE Capital Mortgage Services, Inc.
and that this Lost Note Affidavit is the free act and deed of GE Capital
Mortgage Services, Inc.
___________________________________
(Notary Public)
[Notarial Seal]
<PAGE>
EXHIBIT M
SCHEDULE OF DESIGNATED LOANS
None
<PAGE>
EXHIBIT N
SCHEDULE OF PLEDGED ASSET MORTGAGE LOANS
None
<PAGE>
EXHIBIT O
---------
SENIOR PRINCIPAL PRIORITIES
third, to the Senior Certificates, in reduction of the Class
Certificate Principal Balances thereof, to the extent of remaining
Available Funds, concurrently as follows:
(a) to the Class A and Class R Certificates, the Senior Optimal
Principal Amount for such Distribution Date, in the following order of
priority:
(i) to the Class R Certificates, until the Class Certificate
Principal Balance thereof has been reduced to zero; and
(ii) to the Class A Certificates, until the Class Certificate
Principal Balance thereof has been reduced to zero; and
(b) to the Class PO Certificates, the Class PO Principal
Distribution Amount for such Distribution Date, until the Class
Certificate Principal Balance thereof has been reduced to zero;
